Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. If, ***, ▇▇▇▇▇ seeks to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇.

Right of First Negotiation. If, ***during the two (2) year period beginning on the First Commercial Sale of a Licensed Product by Proprius, ▇▇▇▇▇ seeks (i) Proprius desires to grant a divest or sublicense all or substantially all of its business relating to the Licensed Products (whether by sale, license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, otherwise) to a Third Party, or (ii) a Third Party for development and/or commercialization of any Royalty-Bearing Product initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (collectively, an both (1) and (ii) are collectively referred to as a “Out-LicenseBusiness Opportunity”), then ▇▇▇▇▇ Proprius will promptly notify ONYX in advance Prometheus in writing and provide thereof, with such notice containing a non-confidential reasonably complete summary of reasonably available information necessary to evaluate the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated)Business Opportunity; provided, however, that ▇▇▇▇▇ Proprius shall not be entitled obligated to subsequently grant development disclose to Prometheus the identity of any such Third Party, the terms proposed by such Third Party (if confidential) or commercialization rights any other confidential or proprietary information of such Third Party. If Prometheus indicates interest in pursuing the Business Opportunity within [***] business days of Prometheus’ receipt of Proprius’ written notice, the Parties will negotiate in good faith to enter into a definitive agreement. If the Parties are unable to enter into a definitive agreement within [***] days after Proprius’ receipt of Prometheus’ indication of interest, or if Prometheus does not so indicate an interest in pursuing the Business Opportunity within the [***] business day period, Proprius will be free to execute such Business Opportunity with a Third Party provided that Proprius shall not offer the Business Opportunity to a Third Party on financial and commercial terms materially more favorable then those offered to Prometheus or on terms worth less favorable, in the aggregate, to ▇▇▇▇▇ than Proprius then those last offered by ONYX or Prometheus for the Business Opportunity. In no event shall Proprius be obligated to enter into any such transaction with Prometheus. Notwithstanding anything in this Agreement to the contrary, any Business Opportunity entered into by Proprius with a materially broader scope than as Third Party will be subject to Prometheus’ rights under this Agreement, including, without limitation, Prometheus’ right to receive the payments set forth in Article 5. *** Certain information on this page has been omitted and filed separately with the Transaction NoticeSecurities and Exchange Commission. For Confidential treatment has been requested with respect to the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇omitted portions.

Right of First Negotiation. IfFrom the Distribution Time until the third (3rd) anniversary of the Distribution Time, ***Pluto agrees that, ▇▇▇▇▇ seeks prior to grant providing (or discussing or negotiating with any Third Party to provide) a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party to market and distribute a Specified Pluto Product as an authorized generic pharmaceutical product in a particular country (other than in connection with the resolution or settlement of a Third Party claim for development and/or commercialization infringement of any Royalty-Bearing Product (collectively, an “Out-License”Intellectual Property), then ▇▇▇▇▇ will notify ONYX in advance in writing and Pluto shall provide Spinco with written notice that it is contemplating providing such a non-confidential summary of license. During the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** 90 days following ONYX’s receipt the date of a Summary such notice (the “Exclusivity Period”), ONYX will Spinco shall have an the exclusive right to negotiate in good faith an exclusive, royalty-bearing with Pluto on the terms and conditions under which Pluto would provide such license to Spinco (it being understood that neither Pluto nor Spinco shall be under any obligation to agree to enter into such Royalty-Bearing Product from ▇▇▇▇▇ within the scope license). Within 30 days of the transaction described date of such notice, Spinco shall notify Pluto in writing whether Spinco is interested in acquiring a license from Pluto to market and distribute the Transaction NoticeSpecified Pluto Product as an authorized generic pharmaceutical product in such country. If ONYX (a) Spinco does not deliver notify Pluto in writing that it is interested in acquiring such a Negotiation Notice to ▇▇▇▇▇ license within the applicable *** such 30-day period, (b) does Spinco will be deemed to not deliver to ▇▇▇▇▇ be interested in acquiring such a written proposal for license, and the terms of an Out-License to ONYX during Exclusivity Period shall immediately expire. During the Exclusivity Period, or Pluto shall negotiate in good faith with Spinco (cand shall not negotiate with any Third Party) declines for any such license in writing such country. Following the Out-License after review of Exclusivity Period, if Pluto has complied with its obligations set forth in the Summaryimmediately preceding sentence, then ONYX Pluto shall be deemed free to have waived its rights enter into discussions, negotiations and/or agreement with any Third Party in connection with such license. Once the right of first negotiation under this Section 2.3 (Right 5.01(c) has applied in respect of First Negotiationany Specified Pluto Product in any country, this Section 5.01(c) shall not longer apply with respect to such Royalty-Bearing Specified Pluto Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for in such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇country.

Right of First Negotiation. If(a) In the event that either Harbinger or Pinnacle or any of their respective Entity Affiliates proposes to Transfer any Securities (other than Transfers permitted by Sections 3.1(a)(ii), ***and, ▇▇▇▇▇ seeks to grant a license or a similar transfer of rightssolely in Pinnacle’s case, whether or not under also Section 3.1(c)(vi)) (such Transferring party, together with its Entity Affiliates, the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-LicenseROFN Seller”), then ▇▇▇▇▇ will notify ONYX in advance in writing and the ROFN Seller shall provide a non-confidential summary the other party, together with its Entity Affiliates (such other party, together with its Entity Affiliates, the “ROFN Buyer”), with written notice of its intent to Transfer such Securities, which notice shall set forth the Royalty-Bearing Product that is number of Securities proposed to be Transferred (the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction ROFN Notice”). If ONYX has For a good faith interest in evaluating such Out-License for the purpose period of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its twenty (20) Business Days following receipt of the Transaction ROFN Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity ROFN Period”), ONYX will have if and solely to the extent initiated by the ROFN Buyer during the ROFN Period, the ROFN Buyer and the ROFN Seller shall, on an exclusive right basis, negotiate in good faith with one another regarding a transaction pursuant to which the ROFN Buyer would acquire all, but not less than all, of the Securities to be Transferred by the ROFN Seller as set forth in the ROFN Notice (the “ROFN Transaction”). Unless and until definitive documentation providing for the terms and conditions of a ROFN Transaction is executed and delivered by all parties thereto, (i) the ROFN Seller, except with respect to its obligation to negotiate in good faith on an exclusiveexclusive basis as set forth above, royaltyshall have no obligation or liability whatsoever to the ROFN Buyer with respect to any ROFN Transaction, including any obligation to enter into either a non-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope binding term sheet or letter of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day periodintent, (b) does not deliver to ▇▇▇▇▇ a written proposal or definitive documentation, providing for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review and conditions of the SummaryROFN Transaction, then ONYX and (ii) the ROFN Buyer shall be deemed to not have waived its rights under any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in connection therewith. Notwithstanding the foregoing, and for the avoidance of doubt, (x) the provisions of this Section 2.3 3.5 shall not apply to entering into or executing a Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, and (Right y) the provisions of First Negotiation) this Section 3.5 shall apply to Subsequent Transfers, except that the ROFN Period with respect to such RoyaltySubsequent Transfers shall be fifteen (15) Business Days instead of twenty (20) Business Days. (b) If at the expiration of the ROFN Period, the ROFN Seller and ROFN Buyer have not entered into a non-Bearing Product (but solely binding term sheet or non-binding letter of intent with respect to a ROFN Transaction, the ROFN Seller may, prior to the extent materially consistent with six (6) month anniversary of the Transaction Notice). Notwithstanding last day of the preceding sentence ROFN Period, seek to Transfer all or a portion of its Securities covered by the ROFN Notice to an unaffiliated third party subject to Section 3.2. (c) If prior to the contraryexpiration of the ROFN Period, the ROFN Seller and the ROFN Buyer have entered into a non-binding term sheet or non-binding letter of intent with respect to a ROFN Transaction, then for a period of forty (40) Business Days following the execution of such non-binding term sheet or non-binding letter of intent (the “ROFN Definitive Documentation Period”), the ROFN Buyer and the ROFN Seller shall, on an exclusive basis, negotiate in good faith with one another regarding definitive documentation providing for the terms and conditions of the ROFN Transaction. Unless and until definitive documentation providing for the terms and conditions of the ROFN Transaction is executed and delivered by all parties thereto, (i) the ROFN Seller, except with respect to its obligation to negotiate in good faith on an exclusive basis as set forth above, shall have no obligation or liability whatsoever to the ROFN Buyer with respect to any ROFN Transaction, including any obligation to enter into definitive documentation providing for the terms and conditions of the ROFN Transaction, and (ii) the ROFN Buyer shall not have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in connection therewith. (d) If at the expiration of the ROFN Definitive Documentation Period, the ROFN Seller and ROFN Buyer have not entered into definitive documentation to consummate a ROFN Transaction, the ROFN Seller may, prior to the six (6) month anniversary of the last day of the ROFN Definitive Documentation Period, seek to Transfer all or a portion of its Securities covered by the ROFN Notice to an unaffiliated third party subject to Section 3.2. (e) If the ROFN Seller does not consummate a sale of its Securities covered by the ROFN Notice to an unaffiliated third party (or enter into definitive documentation with respect thereto) prior to the six (6) month anniversary of the last day of the ROFN Definitive Documentation Period, if ONYX and ▇▇▇▇▇ do applicable (or if the ROFN Definitive Documentation Period is not mutually agree on applicable, the terms of an Out-License to ONYX within the Exclusivity ROFN Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for any reason whatsoever, the ROFN Seller shall forfeit any and all rights to consummate such a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933Transfer, AS AMENDED. of *** (and at the end of such *** period, ONYXROFN Buyer’s right of first negotiation under this Section 3.5 shall again be in full force and effect should the ROFN Seller seek to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Transfer such Securities again.

Right of First Negotiation. If, (i) Commencing on the Effective Date and continuing until the [***] anniversary thereof (“ROFN Period”), Paragon will promptly notify Apogee in writing if Paragon has developed a descriptive research plan with respect to the Development of a Multispecific Antibody or a plan to license or grant rights in a Multispecific Antibody to a Third Party, or enters into good faith negotiations pursuant to an offer to or from any Third Party relating to the foregoing. Together with such notice, Paragon will provide to Apogee all material information and research plans developed by Paragon with respect to such Multispecific Antibody. Apogee will have [***] days from receipt of this notice to deliver a written notice to Paragon of A▇▇▇▇▇ seeks ▇’s desire to grant a engage in negotiations for an agreement concerning the Development, license or a similar transfer grant of rightsrights to such Multispecific Antibody. (ii) If Apogee does not provide such written notice to Paragon of its interest to engage in such negotiations within such [***] day period, whether or not under the Licensed Patents or Licensed Know-How, Paragon shall be free to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering enter into an agreement with respect to the Out-LicenseDevelopment, then ONYX license or grant of rights to such Multispecific Antibody with a Third Party without further obligation under this Section 2.5(b). If Apogee does provide Paragon such written notice within such period, the Parties will notify ▇▇▇▇▇ within negotiate [*** days *] on a non-exclusive basis for a period of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license up to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For [*** days following ONYX*] months from the date of Apogee’s receipt of a Summary notice (the “Exclusivity ROFN Negotiation Period”), ONYX will have an exclusive right to negotiate in good faith an exclusiveagreement for the Development, royalty-bearing license or grant of rights to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction NoticeMultispecific Antibody. If ONYX (a) does not deliver a Negotiation Notice Prior to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX and during the Exclusivity ROFN Negotiation Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX Paragon shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) not enter into an agreement with respect to such Royalty-Bearing Product (but solely Multispecific Antibody with any Third Party. Unless and until the Parties have entered into an agreement with respect to such Multispecific Antibody, Apogee shall have no rights with respect to such Multispecific Antibody. In the event that the Parties have not entered into an agreement with respect to Development, license or grant of rights to such Multispecific Antibody prior to the extent materially consistent with expiration of the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity ROFN Negotiation Period, ▇▇▇▇▇ Paragon will be free to negotiate an Out-License for such Royalty-Bearing Product enter into any agreement with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, with respect to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇such Multispecific Antibody.

Right of First Negotiation. IfOn a Pan-COVID Product-by-Pan-COVID Product basis, upon the earlier of (i) completion of a POC Trial for such Pan-COVID Product or (ii) MPAG’s decision to commence any negotiations with any Third Party (including discussions commenced in response to an unsolicited offer received from such Third Party) regarding a transaction to license, sell, transfer, divest or otherwise encumber or dispose (other than through a Change of Control) its interest in any such Pan-COVID Product (a “ROFN Transaction”), MPAG shall first promptly notify Novartis in writing of the occurrence of such event (an “ROFN Notice”), which notice shall include (if applicable) [***], ▇▇▇▇▇ seeks and the following provision shall then apply: (a) Novartis shall have [***] after receipt of a ROFN Notice (the “ROFN Election Period”) to grant elect to enter into exclusive negotiations with MPAG for a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “ROFN Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Outapplicable Pan-LicenseCOVID Product. During a ROFN Election Period, then ONYX will notify ▇▇▇▇▇ within [*** days of its receipt of the Transaction Notice setting forth *]. (b) If Novartis notifies MPAG in writing during a ROFN Election Period that Onyx has Novartis elects to enter into negotiations for a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation NoticeROFN Transaction, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary MPAG shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For [*** days following ONYX’s receipt of a Summary *] (the “Exclusivity Term Sheet ROFN Negotiation Period”) and (ii) if the Parties [***] (together with the Term Sheet ROFN Negotiation Period, the “ROFN Negotiation Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or . (c) declines in writing the OutWith respect to any Pan-License after review of the SummaryCOVID Product, then ONYX shall be deemed if (i) Novartis does not elect to have waived its rights under this Section 2.3 (Right of First Negotiation) enter into [***] negotiations for a ROFN Transaction with respect to such RoyaltyPan-Bearing COVID Product in accordance with Section 2.3(a), (ii) [***] prior to the expiration of the Term Sheet ROFN Negotiation Period in accordance with Section 2.3(b), or (iii) [***] prior to the expiration of the applicable ROFN Negotiation Period in accordance with Section 2.3(b), then (in the case of any of (i),(ii), 264813180 v3 or (iii)) Novartis shall no longer have any rights with respect to such Pan-COVID Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period “ROFN Expiration”) [*** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇].

Right of First Negotiation. If, ***, ▇▇▇▇▇ seeks If Resonant’s board of directors proposes to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, sell Resonant to a Third Party for development and/or commercialization of any Royaltynon-Bearing Product affiliate (collectively, an “Out-License”STI excluded), then ▇▇▇▇▇ Resonant will notify ONYX in advance in writing and provide a Skyworks of such proposal before it makes such proposal to any such non-confidential summary affiliates (other than STI). If Skyworks notifies Resonant within 20 days of receiving the notice from Resonant that it is interested in potentially acquiring Resonant, then Resonant and Skyworks will in good faith negotiate for 45 days regarding a sale of Resonant to Skyworks, starting on the date Resonant receives such notice from Skyworks (the “Right of First Negotiation”). If, in their respective sole and absolute discretion they are unable to enter a definitive acquisition agreement in such 45 day period, then Resonant is free to market and sell itself to any party free of the Royalty-Bearing Product that is the subject Right of the proposed licenseFirst Negotiation, as well as the intended scope and without further notice to Skyworks. The Right of First Negotiation will only “reset” (i.e., field and territoryagain be triggered) if Resonant’s board of directors determines in its sole business judgment that the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for sale process which triggered the purpose Right of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that First Negotiation is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information terminated, and then it later commences a new sale process. All of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its Skyworks rights under this Section 2.3 7 (including any then pending Right of First Negotiation) with respect shall automatically terminate on the earlier to such Royalty-Bearing Product occur of (but solely to a) the extent materially consistent with termination of this Agreement or (b) an initial public offering of Resonant’s securities (including via reverse merger into public shell or other transaction using an affiliate of Resonant that achieves substantially the Transaction Noticesame result of an IPO or reverse merger). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do Skyworks will not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product interfere with any Third Partyproposed sale to another party provided only that Resonant has complied with this Right of First Negotiation. For clarity, subject to the terms Right of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall First Negotiation does not be entitled to subsequently grant development or commercialization rights apply to a Third Party on financial and commercial terms materially less favorablesale by the shareholders of Resonant of their shares, in the aggregate, but rather only a transaction to ▇▇▇▇▇ than those last offered by ONYX or with which Resonant itself is a materially broader scope than party. Except as expressly set forth in the Transaction Notice. For the sake this Section 7, Resonant has no obligation to discuss or negotiate with Skyworks, or notify Skyworks regarding, any transaction involving a sale of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇other extraordinary transactions involving Resonant.

Right of First Negotiation. IfSutroVax shall notify Lonza in writing the first time SutroVax desires to engage in bona fide term sheet discussions for the engagement of a third party contract manufacturer who is not an acquiror, affiliate or sublicensee of SutroVax (“Third Party Contract Manufacturer”) to provide manufacturing services to SutroVax for the commercial supply of SVX-24 (the “Commercial Services”). The parties agree that Lonza shall have a one-time right of first negotiation for the provision of such Commercial Services, provided that Lonza can manufacture SVX-24 with acceptable quality, at an appropriate scale to meet anticipated capacity requirements, at a price acceptable to the parties and in a time frame that allows SutroVax to meet its corporate objectives. Lonza shall provide SutroVax with written notification of its interest to provide Commercial Services, together with a proposal for such Commercial Services (together with timeline, facility and pricing), within [***] days after receiving such notification (the “Commercial Proposal”). After receiving such Commercial Proposal and so long as such Commercial Proposal provides [***], ▇▇▇▇▇ seeks SutroVax and Lonza will negotiate in good faith the terms and conditions for Lonza to grant provide such Commercial Services to SutroVax. In the event Lonza does not provide SutroVax with its interest and such Commercial Proposal within such [***]-day period, or in the event Lonza provides SutroVax such Commercial Proposal but SutroVax and Lonza, despite negotiations in good faith for a license or period of [***] days, do not enter into a similar transfer of rights, whether or not under services agreement governing the Licensed Patents or Licensed Know-How, to a Third Party terms and conditions for development and/or commercialization of any Royalty-Bearing Product such Commercial Services (collectively, an “Out-LicenseCommercial Agreement”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of SutroVax shall have the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering right to enter into an agreement with respect any other Third Party Contract Manufacturer for the provision of Commercial Services by such Third Party Contract Manufacturer, without further obligation to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ Lonza under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Paragraph 2.

Right of First Negotiation. IfFor a period beginning on November 1, ***2013 and lasting through July 1, ▇▇▇▇▇ seeks 2014, Medtronic will have a Right of First Negotiation (“ROFN”) with respect to grant a license or a similar transfer of rightsan NKA Transaction. Accordingly, whether or not under the Licensed Patents or Licensed Know-Howbefore entering into an NKA Transaction with any third party, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will Tengion shall notify ONYX in advance Medtronic in writing that it may pursue such a potential NKA Transaction and Medtronic shall have ten (10) days from the receipt of such notice to provide a non-confidential summary of Tengion written notice that it desires to enter into good faith negotiations with Tengion regarding an NKA Transaction (the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction NoticeROFN Option”). If ONYX has a Medtronic does not provide written notice that it is exercising its ROFN Option within such ten (10) day period, then Tengion shall have no further obligation with respect to the ROFN Option and shall be free to negotiate and enter into any NKA transaction with any third party. If Medtronic properly exercises the ROFN Option as described above, then the Parties shall negotiate exclusively, reasonably and in good faith interest in evaluating such Outconcerning the terms of the NKA Transaction for a period of forty-License for five (45) days. If the purpose of itself entering into parties do not execute and deliver an agreement with respect to the OutNKA Transaction within such forty-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License five (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a45) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX Tengion shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product and enter into any NKA Transaction with any Third Partythird party; provided that if such third party transaction is, subject when taken as a whole, materially and substantially less favorable to Tengion than the terms of Section 2.2.1 (Sublicenses Generally)last offered to Tengion by Medtronic, then Tengion will provide written notice describing and offering Medtronic such NKA Transaction for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** ten (and at the end 10) days (after Medtronic’s receipt of such *** notice) before entering such NKA Transaction with a third party. If Medtronic elects to pursue such NKA Transaction, it shall deliver written notice to Tengion within such 10-day period, ONYXand the parties will proceed to negotiate and finalize definitive agreements. (For avoidance of doubt, the rights and obligations described in this Section 2 shall apply to any notice of Tengion’s right intent to exclusively negotiate pursue an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, NKA Transaction delivered during the period described in the aggregatefirst sentence of this Section 2, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in notwithstanding the Transaction Notice. For fact that the sake of clarity, an Out10-License shall not include day and 45-day periods described herein may exceed the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇same.)

Right of First Negotiation. IfFrom the Technology Closing Date until December 31, ***2009, ▇▇▇▇▇ seeks and subject to grant Purchaser’s rights under Section 4.12(a) hereof, if Seller desires to enter into a license transaction or accept a third-party proposal for the sale (whether directly or by merger, acquisition or any other asset sale or change of control transaction), license, joint-venture arrangement, transfer or partial transfer (or similar transfer arrangement) of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product Osteocel XC® (collectively, an “Out-LicenseOsteocel XC Transaction”), then ▇▇▇▇▇ will notify ONYX in advance in writing and it shall first provide Purchaser with a non-confidential summary notice of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “such desired Osteocel XC Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ The Negotiation Notice shall include in reasonable detail all material economic, legal and business terms of the Osteocel XC Transaction proposed by Seller. If, within five (5) business days of receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary Purchaser gives Seller written notice of its interest to negotiate such Osteocel XC Transaction on the Royalty-Bearing Product terms contained in the Negotiation Notice (each, a an “SummaryAffirmative Response Notice”), including material clinical then Seller and preclinical data (as well as such other information that ONYX may reasonably request)Purchaser agree, which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate promptly and in good faith, to exclusively negotiate a legally-binding agreement to carry out such Osteocel XC Transaction. If Purchaser fails to respond to the Negotiation Notice within said five (5) business day period, or if Seller and Purchaser fail, after good faith an exclusiveefforts, royaltyto enter into a written agreement for such Osteocel XC Transaction within thirty (30) days after delivery of Seller’s Negotiation Notice, then neither Purchaser nor Seller shall have a right or be under any obligation to enter into such Osteocel XC Transaction, and Seller (subject to the right of Purchaser to exercise its right pursuant to Section 4.12(a)) may consummate with a third-bearing license party a transaction on terms not materially less favorable to such Royalty-Bearing Product from ▇▇▇▇▇ within Seller, taken as a whole, than the scope of the transaction described terms contained in the Transaction Negotiation Notice. If ONYX (a) does not deliver a Negotiation Purchaser delivers an Affirmative Response Notice to ▇▇▇▇▇ within the applicable *** day periodSeller pursuant to this Section 4.12(b), (b) does not deliver Purchaser shall provide to ▇▇▇▇▇ Seller a written proposal draft definitive agreement for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Osteocel XC Transaction.

Right of First Negotiation. IfDuring the Term, ***each Company Licensee shall promptly notify the applicable Pfizer Licensor in writing in the event that it invents or otherwise generates any improvements, ▇▇▇▇▇ seeks modifications, or upgrades to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, any Third Party IP that is licensed to a Third Party for development and/or commercialization of any Royalty-Bearing Product Pfizer Licensor pursuant to the Scripps Agreement (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction NoticeScripps Improvements”). If ONYX has a good faith interest in evaluating Upon receipt of such Out-License for written notice from such Company Licensee, the purpose of itself entering applicable Pfizer Licensor shall have thirty (30) days to notify such Company Licensee that it intends to enter into an agreement negotiations with such Company Licensee to be granted exclusive rights with respect thereto. If such Pfizer Licensor does not so notify such Company Licensee in writing within such thirty (30) day period that it intends to enter into negotiations with such Company Licensee, then such Company Licensee shall be permitted to license any Patent Rights or Know-How that it Controls and that relates to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license Scripps Improvements to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, Party on any terms (subject to the terms and conditions of Section 2.2.1 the Scripps Agreement). In the event that such Pfizer Licensor provides such Company Licensee with such a written notice that it intends to enter into negotiations with such Company Licensee, such Pfizer Licensor and such Company Licensee shall enter into good faith negotiations in order to conclude an agreement within ninety (Sublicenses Generally), for 90) days from expiration of the thirty (30) day period described in the foregoing sentence. In the event that such Pfizer Licensor and Company Licensee do not enter into a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** definitive written agreement within such ninety (and at the end of such *** 90) day period, ONYX’s right to exclusively such Company Licensee may thereafter negotiate with any Third Parties; provided that such Company Licensee and its Affiliates may not enter into such an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a agreement with any Third Party on financial and commercial terms which, taken as a whole, are substantially identical to, or materially less favorablemore favorable to such Third Party than, in the aggregate, to ▇▇▇▇▇ than those terms last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license such Company Licensee to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Pfizer.

Right of First Negotiation. If, 4.1 Upon ***, ▇▇▇▇▇ seeks to grant a license or a similar transfer of rights, whether or not under Noven shall provide Endo written notice (the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Reformulation Notice”). If ONYX has a good faith interest in evaluating such Out-License for Endo shall have the purpose exclusive option, beginning upon receipt of itself the Reformulation Notice, of entering into an negotiations regarding a definitive agreement with respect to regarding the Out-License, then ONYX will notify ▇▇▇▇▇ development of commercialization of such product (the “Reformulated Product”). Endo shall exercise such option by giving Noven notice of its exercise within *** days of its receipt of the Transaction Reformulation Notice setting forth that Onyx has a from Noven. If Endo elects not to exercise such option within the initial *** -day time period, (a) Endo shall promptly provide Noven with notice acknowledging Endo’s failure to exercise such option, and (b) Noven shall not have any further obligation to Endo regarding Reformulated Product. If Endo does exercise such option within the initial *** -day period, the Parties shall promptly begin negotiating the terms of such transaction, and the terms under which Reformulated Product will be developed and commercialized. Such negotiations shall be based on the market, economic and other conditions in effect as of the time of such negotiations and without consideration to the License Agreement, including the payments previously made thereunder with respect to the Licensed Product. If, despite each Party’s good faith interest in obtaining efforts, the Parties are not able to reach agreement on and do not execute such a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For definitive agreement within *** days following ONYX’s receipt from the date Endo exercises its option, Noven shall be free to continue with the development and commercialization of Reformulated Product without obligation to Endo; provided, that, for a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope period of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day months after the cessation of such negotiations, Noven shall not be permitted to enter into a commercialization or similar agreement relating to Reformulated Product with a third party unless such agreement contains both (i) ***, and (ii) a ***. At least *** business days prior to entering into a commercialization or similar agreement relating to Reformulated Product with a Third Party during such *** month period, (b) does not deliver Noven shall provide to ▇▇▇▇▇ Endo a written proposal for certification with supporting documentation to evidence compliance with the terms of an Out-License to ONYX during provisions in the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX previous sentence. Endo shall be deemed entitled as a matter of right to have waived equitable relief, including injunction and specific performance, in any court of competent jurisdiction in the event of a breach by Noven of its obligations under this section. Endo’s rights under this Section 2.3 (Right 4 shall be non-assignable, other than to an affiliate of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Endo.

Right of First Negotiation. If(i) In the event that during the period commencing at the Closing and ending upon the tenth (10th) anniversary of the Closing, ***either Parent or Buyer or any of their respective Control Affiliates proposes to enter into a joint venture with a third party with respect to, ▇▇▇▇▇ seeks or engage a third party to grant manage, all or any portion of the Parent Additional Property (in the case of Parent and its Control Affiliates) or the Buyer Additional Property (in the case of Buyer and its Control Affiliates) for a license use that is primarily related to lodging, food and beverage, retail or entertainment activities (a similar transfer of rights“Triggering Activity”) (such party, whether or not under together with its Control Affiliates, the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-LicenseROFN Triggering Party”), then ▇▇▇▇▇ will notify ONYX the ROFN Triggering Party shall provide other party (such other party, together with its Control Affiliates, the “ROFN Counterparty”) with written notice of its intent to engage in advance in writing and provide a non-confidential Triggering Activity, which notice shall set forth a reasonable summary of the Royalty-Bearing Product that is proposed Triggering Activity, its concept and a reasonable, good faith estimate of its development cost (the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction ROFN Notice”). If ONYX has For a good faith interest in evaluating such Out-License for the purpose period of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** thirty (30) days of its following receipt of the Transaction ROFN Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity ROFN Period”), ONYX will have if and solely to the extent initiated by the ROFN Counterparty during the ROFN Period, the ROFN Counterparty and the ROFN Triggering Party shall, on an exclusive right basis, negotiate in good faith with one another regarding a transaction pursuant to which the ROFN Counterparty would participate in such a joint venture or management arrangement with respect to such Parent Additional Property or Buyer Additional Property, as the case may be (the “ROFN Transaction”). Unless and until definitive documentation providing for the terms and conditions of a ROFN Transaction is executed and delivered by all parties thereto, (i) neither the ROFN Triggering Party nor any of its Control Affiliates except with respect to its obligation to negotiate in good faith on an exclusiveexclusive basis as set forth above, royaltyshall have any obligation or liability whatsoever to the ROFN Counterparty with respect to any ROFN Transaction, including any obligation to enter into either a non-bearing license binding term sheet or letter of intent, or definitive documentation, providing for the terms and conditions of the ROFN Transaction, and (ii) the ROFN Counterparty shall not have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in connection therewith. (ii) If at the expiration of the ROFN Period, the ROFN Triggering Party and the ROFN Counterparty have not entered into a non-binding term sheet or non-binding letter of intent with respect to a ROFN Transaction, the ROFN Triggering Party and its Control Affiliates may, without any other obligation or liability to the ROFN Counterparty with respect to such Royalty-Bearing Product from ▇▇▇▇▇ within ROFN Transaction, seek to enter into a transaction constituting a Triggering Activity with any third party in the scope of the transaction manner generally described in the ROFN Notice. (iii) If prior to the expiration of the ROFN Period, the ROFN Triggering Party and the ROFN Counterparty have entered into a non-binding term sheet or non-binding letter of intent with respect to a ROFN Transaction, then for a period of ninety (90) days following the execution of such non-binding term sheet or non-binding letter of intent (the “ROFN Definitive Documentation Period”), the ROFN Counterparty and the ROFN Triggering Party shall, on an exclusive basis, negotiate in good faith with one another regarding definitive documentation providing for the terms and conditions of the ROFN Transaction. Unless and until definitive documentation providing for the terms and conditions of the ROFN Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ is executed and delivered by all parties thereto within the applicable *** such 90-day period, (bi) does not deliver the ROFN Triggering Party, except with respect to ▇▇▇▇▇ a written proposal its obligation to negotiate in good faith on an exclusive basis as set forth above, shall have no obligation or liability whatsoever to the ROFN Counterparty with respect to the ROFN Transaction, including any obligation to enter into definitive documentation providing for the terms and conditions of an Out-License to ONYX during the Exclusivity ROFN Transaction, and (ii) the ROFN Counterparty shall not have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in connection therewith. (iv) If at the expiration of the ROFN Definitive Documentation Period, the ROFN Triggering Party and the ROFN Counterparty have not entered into definitive documentation to consummate a ROFN Transaction, the ROFN Triggering Party may, without any other obligation or (c) declines in writing liability to the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) ROFN Counterparty with respect to such Royalty-Bearing Product (but solely ROFN Transaction, seek to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product enter into a transaction constituting a Triggering Activity with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, third party in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth manner generally described in the Transaction ROFN Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇.

Right of First Negotiation. IfPlanet shall provide written notice to Agway in the event Planet desires to develop a product with a third party, ***or is approached by a third party to develop a product, ▇▇▇▇▇ seeks for use in Agway's Field of Business. Such notice shall include an outline of anticipated funding needs, the anticipated length of the product feasibility study and Planet's desired result from such study. Agway shall have 30 days following receipt of such notice to advise Planet whether Agway considers the product to be Commercially Feasible, and whether Agway is interested in such a product. Agway shall have another 30 days thereafter to negotiate a product feasibility study on terms and conditions acceptable to Planet, including financial terms under which Agway will fund such product feasibility study. If the parties cannot agree to such terms and conditions within such 30 day period, or if the parties cannot agree whether the product is or is not Commercially Feasible, the parties agree to submit the matter to arbitration under ARTICLE 18 and Planet agrees to take no further action with respect to such product and feasibility study during the arbitration proceeding. If the product is considered to be Commercially Feasible, and if Agway does not express interest in such a product within the initial 30 day period, (i) Planet may proceed with such a third party product feasibility study and Agway shall have no rights in connection with such product feasibility study or with respect to any product developed thereunder (hereinafter a "Developed Product"), and (ii) Planet shall have the right to grant an exclusive license to a license or a similar transfer of rights, whether or not third party under the Licensed Patents Planet Technology and the New Technology to make, have made, use or Licensed Know-How, sell such Developed Product in Agway's Field of Business. Any such third party license shall be limited to a Third Party for development and/or commercialization of any Royalty-Bearing such Developed Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement shall not otherwise diminish Agway's rights with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license Planet Technology and to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ New Technology under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”)Planet agrees that it will not, ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Periodterm of this Agreement, or (c) declines in writing proceed with such a third party feasibility study if the Out-License after review of the Summary, then ONYX shall product is not considered to be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Commercially Feasible.

Right of First Negotiation. IfIsis will notify Alnylam in writing once (i) Isis, on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right of first negotiation, ▇▇▇▇▇ seeks then Isis will be free to grant develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a similar transfer Third Party) the Isis Product; provided that during the period prior to the latest of rights(x) the initiation of [***] the Isis Product, whether (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not under the Licensed Patents enter into a license or Licensed Know-How, to collaboration agreement with a Third Party for development and/or commercialization of any Royalty-Bearing such Isis Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary on terms (the “Exclusivity PeriodMore Favorable Terms”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described ) that are in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice aggregate materially more favorable to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for Third Party than the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines on which Isis most recently offered in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to grant such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in Alnylam without first offering the aggregate, More Favorable Terms to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Alnylam.

Right of First Negotiation. IfINDEVUS shall grant AVENTIS a right of first negotiation (the “Right of First Negotiation”) to obtain from INDEVUS a Sublicense Opportunity (as defined below), on and subject to the following terms and conditions: 2.4.1. In the event INDEVUS intends to begin negotiations relating to a sublicense of Compound or Product (a “Sublicense Opportunity”), INDEVUS shall give written notice of such intention to AVENTIS (the “Commencement Notice”). The Commencement Notice shall include a summary of any INDEVUS Know-How generated pursuant to the Development Program that has not been previously presented at a Committee meeting. 2.4.2. AVENTIS shall have the right to exercise the Right of First Negotiation by delivery to INDEVUS of a written notice (the “AVENTIS Notice”) within [*] days after the date of receipt of the Commencement Notice stating that it has a bona fide interest in entering into such Sublicense Opportunity and including a proposal by AVENTIS of the terms thereof. 2.4.3. If AVENTIS exercises the Right of First Negotiation pursuant to Section 2.4.2, INDEVUS and AVENTIS shall engage in exclusive, good faith negotiations to enter into an agreement relating to the Sublicense Opportunity on mutually acceptable terms and conditions within [**, ▇▇▇▇▇ seeks ] days of the date of receipt by INDEVUS of the AVENTIS Notice (the “Negotiation Period”). Such agreement would include the grant by INDEVUS to grant a license AVENTIS of an exclusive or a similar transfer of rights, whether or not non-exclusive sublicense under (i) the Licensed Patents or Licensed AVENTIS Intellectual Property and (ii) the INDEVUS Patent Assets and INDEVUS Know-How, to a Third Party develop, make, have made, use, import, offer for development and/or commercialization sale, market, commercialize, distribute and sell and otherwise dispose of any Royalty-Bearing Compound and Product (collectivelyfor such uses and in such countries in the Territory, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed licenseon such terms and conditions, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a may be negotiated in good faith interest and mutually agreed to by the Parties. 2.4.4. In the event that (i) INDEVUS has not received the AVENTIS Notice in evaluating such Out-License for accordance with Section 2.4.2 within [*] days after the purpose date of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Commencement Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Periodby AVENTIS, or (cii) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed AVENTIS Notice states that AVENTIS does not intend to have waived exercise its rights under this Section 2.3 (Right of First Negotiation, or (iii) with respect AVENTIS exercises the Right of First Negotiation but the Parties are unable to such Royalty-Bearing Product (but solely reach agreement prior to expiration of the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Negotiation Period, ▇▇▇▇▇ will the Right of First Negotiation shall expire and INDEVUS shall be free to negotiate an Out-License for enter into a transaction relating to such Royalty-Bearing Product Sublicense Opportunity with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ INDEVUS shall not be entitled to subsequently grant development or commercialization rights to enter into a Sublicense Opportunity with a Third Party on financial and commercial for a period of [*] days after expiration of the Negotiation Period if the terms materially less favorableof the sublicense with such Third Party are, in the aggregate, less favorable to ▇▇▇▇▇ INDEVUS than those last offered the terms agreed to by ONYX or with a materially broader scope than as set forth AVENTIS in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license negotiations pursuant to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Section 2.4.3.

Right of First Negotiation. If, ***, ▇▇▇▇▇ seeks to grant a license or a similar transfer of rights, whether or not under during the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product period from the Closing Date until the ten (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory10) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary year anniversary thereof (the “Exclusivity ROFN Period”), ONYX will have Seller (or any of its Affiliates) determines that it is interested in entering into an exclusive right arrangement with an unaffiliated Person (hereinafter a “Third Party”) to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope sell substantially all of the transaction described in assets of Seller, Seller’s silicon nitride spinal implant manufacturing technology including any of the Transaction Notice. If ONYX SN Manufacturing Patents, or the Manufacturing Facility (any such assets, the “Acquisition Target”), Seller (or any of its Affiliates, as applicable) shall give Buyer a right of first negotiation to acquire such Acquisition Target as follows: (a) does not deliver a Negotiation Notice Seller shall give written notice to ▇▇▇▇▇ within Buyer of its (or any of its Affiliates’) interest in selling an Acquisition Target and specify the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review identity of the Summary, then ONYX Acquisition Target. Buyer shall be deemed have thirty (30) days after receipt of such notice to have waived its rights under this Section 2.3 (Right of First Negotiation) elect to enter into negotiations for an arrangement with respect to such Royalty-Bearing Product (but solely Acquisition Target by delivering written notice to the extent materially consistent with the Transaction Notice)Seller within such period. Notwithstanding the preceding sentence If Buyer declines to the contrary, if ONYX and ▇▇▇▇▇ do pursue negotiations or does not mutually agree on the terms of an Out-License reply to ONYX Seller’s notice within the Exclusivity Periodthirty (30) day period, ▇▇▇▇▇ will Seller (or any of its Affiliates, as applicable) shall be free to negotiate and enter into an Out-License for arrangement with respect to such Royalty-Bearing Product Acquisition Target with any a Third Party, subject to the terms of . (b) If Buyer exercises its negotiation rights in accordance with Section 2.2.1 (Sublicenses Generally9.7(a), then for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDan additional sixty (60) day period, Seller shall conduct negotiations on an exclusive basis with Buyer diligently and in good faith to reach an agreement with Buyer. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and If the parties have not reached an agreement at the end of such *** sixty (60) day period, ONYXBuyer shall give Seller a written notice setting forth Buyer’s right final offer to exclusively purchase the Acquisition Target setting forth the purchase price for the Acquisition Target and all other material terms of its offer (the “Final Offer”). If Seller (or any of its Affiliates, as applicable) rejects the Final Offer, it shall thereafter be free to negotiate and enter into an Out-License arrangement with respect to such Acquisition Target with a Third Party as provided in Section 9.7(c) below. (c) If Seller and Buyer fail to negotiate a written agreement pursuant to Section 9.7(b) above within the period provided therein, Seller (or any of its Affiliates, as applicable) shall automatically be reinstated)free to enter into an arrangement for the sale of the Acquisition Target with a Third Party; provided, however, that ▇▇▇▇▇ during the ROFN Period, Seller shall not, and shall cause its Affiliates not to, enter into an arrangement with a Third Party with respect to such Acquisition Target on terms less favorable to Seller and its Affiliates than the Final Offer (a “Third Party Offer”) without first offering to sell the Acquisition Target to Buyer on the terms set forth in the Third Party Offer (the “Re-Offer”). Buyer shall have ten (10) Business Days following its receipt of the Re-Offer to agree to purchase the Acquisition Target on the terms set forth in in the Third Party Offer by delivering notice of same to Seller (or any of its Affiliate, if applicable). Buyer and Seller shall work expeditiously to close such transaction within ninety (90) days following Buyer’s acceptance of the Re-Offer. Seller’s performance of its obligations set forth in this Section 9.7 and the payment of Buyer’s damages for any breach of this Section 9.7 by Buyer shall be entitled secured by Seller’s grant of a security interest in the Acquisition Targets pursuant to subsequently grant development a security agreement, in the form attached hereto as Exhibit F (the “ROFN Security Agreement”). The rights and obligations of the parties set forth in Section 1.6 and Section 1.8 shall remain in full force and effect if Buyer exercises its rights under this Section 9.7 but Buyer and Seller (or commercialization its Affiliates, if applicable) fail to consummate a sale transaction. In addition, such rights and obligations shall survive the sale of an Acquisition Target to a Third Party. Seller shall condition the sale of an Acquisition Target to a Third Party on financial the Third Party’s express assumption of Seller’s obligations under Section 1.6 and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Section 1.8.

Right of First Negotiation. If, ***, ▇▇▇▇▇ seeks Depomed shall notify Santarus in writing in the event that Depomed desires to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial to develop or commercialize a pharmaceutical product containing metformin and commercial terms materially less favorableanother generic active pharmaceutical ingredient (i.e., an active pharmaceutical ingredient that is produced and distributed within the Territory without composition of matter patent protection for the compound) in combination with Depomed’s proprietary Acuform drug delivery technology incorporated within the Products (a “Covered Combination Product”). If Santarus notifies Depomed in writing within [***] after receipt of such notice (the “Evaluation Period”) that Santarus is not interested in obtaining the applicable rights in and to the applicable Covered Combination Product (the “Covered Combination Product Rights”), or if Santarus fails to notify Depomed of Santarus’ interest in obtaining the Covered Combination Product Rights, in either case prior to the aggregateexpiration of the Evaluation Period, then Depomed shall have no further obligation to ▇▇▇▇▇ Santarus under this Agreement with respect to the applicable Covered Combination Product Rights with respect to the applicable Covered Combination Product. If Santarus is interested in obtaining the applicable rights, it shall so notify Depomed in writing prior to the expiration of the Evaluation Period, and upon Depomed’s receipt of such notice Santarus and Depomed shall promptly commence good-faith negotiations, for a period of [***] and such longer period as may be mutually agreed upon by the parties in writing in the event the parties have made material progress in the negotiations (the “Negotiation Period”), regarding the commercially reasonable terms of an agreement pursuant to which Santarus shall obtain the applicable rights. If Depomed and Santarus fail to enter into an agreement for the applicable rights prior to the expiration of the Negotiation Period, then Depomed shall thereafter have the right to negotiate and enter into an agreement with a Third Party granting such rights to a Third Party; provided that, for a period of [***], any such agreement may not be on terms and conditions materially more favorable to the Third Party than those the terms and conditions last offered by ONYX or Santarus prior to the termination of discussions with a materially broader scope than as set forth in the Transaction NoticeDepomed. For the sake The provisions of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇.this

Right of First Negotiation. If, ***, ▇▇▇▇▇ If TESARO seeks to grant a license or a similar transfer of rights, whether or not sublicense (an “Out-License”) under the Licensed Patents or Licensed Know-How, How to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”)Product, then ▇▇▇▇▇ TESARO will notify ONYX AMGEN in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed licensesublicense, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating AMGEN desires to evaluate such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX AMGEN will notify ▇▇▇▇▇ TESARO within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ TESARO’s receipt of a Negotiation Notice, ▇▇▇▇▇ TESARO will provide ONYX AMGEN with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX AMGEN may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ TESARO under this Agreement. For *** days following ONYXAMGEN’s receipt of a Summary (the “Exclusivity Period”), ONYX AMGEN will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction NoticeTESARO. If ONYX AMGEN (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ TESARO within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ TESARO a written proposal for the terms of an Out-License to ONYX AMGEN during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX AMGEN shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the as proposed in such Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX If AMGEN and ▇▇▇▇▇ TESARO do not mutually agree on the terms of an Out-License to ONYX AMGEN within the Exclusivity Period, ▇▇▇▇▇ TESARO will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 2.2 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstatedSublicenses); provided, however, that ▇▇▇▇▇ shall TESARO would not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ TESARO than those last offered by ONYX AMGEN or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license sublicense to a Service Provider contract manufacturer or a contract research organization solely for the purpose of manufacturing or developing Products for TESARO or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇TESARO.

Right of First Negotiation. IfCamurus hereby grants to Braeburn a right of first negotiation to expand the license in Section 2.1 to include countries within the Camurus Territory that are outside the EU (the “ROFN Countries”) on the terms and conditions set forth in this Section 2.4. If Camurus has received a bona fide offer or proposal from a Third Party encompassing key financial and commercial terms, or otherwise has agreed on such principal terms with a Third Party, in either case to commercialize a Product in one or more of the ROFN Countries, then prior to Camurus granting rights to such Third Party to commercialize a Product in one or more of the ROFN Countries, Camurus shall give Braeburn prompt written notice thereof. Braeburn shall have [***] after receipt of the notice to deliver a Notice of Exercise, ▇▇▇▇▇ seeks covering all the ROFN Countries that are subject to grant the Third Party offer, to Camurus. Upon Camurus’ receipt of a license or a similar transfer Notice of rightsExercise, whether or not under the Parties shall enter into good faith negotiations regarding an amendment to this Agreement on commercially reasonable terms to include in the Licensed Patents Territory the ROFN Countries specified in the Notice of Exercise. If Braeburn has not delivered a Notice of Exercise within the [***] period, or Licensed Know-Howthe Parties are unable to reach agreement on an amendment to this Agreement within [***], then Braeburn shall have no further rights hereunder with respect to such ROFN Countries covered by the Third Party offer; provided, that if Camurus or one of its Affiliates do not execute a commercial agreement with a Third Party for development and/or commercialization within [***] from the Notice of any Royalty-Bearing Product (collectively, an “Out-License”)Exercise, then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement Braeburn’s rights with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights offered countries under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License 2.4 shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇reset.

Right of First Negotiation. If, ***, ▇▇▇▇▇ seeks In addition to grant a the license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”stated in Section 2.1(f), then ▇▇▇▇▇ will notify ONYX Immune Design shall have an exclusive right of first negotiation as described in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement this Section with respect to the Out-Licensegrant of an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions with a Third Party to license (other than with respect to products containing *** or services using ***) any Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, then ONYX will if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify ▇▇▇▇▇ within Immune Design in writing of the indication and territory of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI shall not provide such notice or enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect to products containing *** or services using ***) during the *** period following the Restated Effective Date. Thereafter, Immune Design shall have a period of *** days to provide written notice to IDRI (an “ID Notice” under this Section) that it desires to enter into negotiations for an exclusive license to such Results of its Continuing Work in the designated portion (or all, as the case may be) of the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt of the Transaction ID Notice setting forth that Onyx has a by IDRI, the Parties shall negotiate in good faith interest in obtaining over a license to the Royalty-Bearing Product that is the subject period of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope Results of the transaction described Continuing Work in the Transaction Notice. If ONYX (a) does not deliver such field, it being understood that a Negotiation Notice drafting period of up to ▇▇▇▇▇ within the applicable an additional *** day days (or a longer or shorter period, (bas the Parties may mutually agree) does not deliver may be required to ▇▇▇▇▇ reach agreement on a written proposal for definitive license agreement reflecting such principal terms. If the Parties are unable to reach agreement on such principal terms of an Out-License to ONYX during the Exclusivity Periodnegotiation period, or (c) declines in writing if they are unable to reach agreement on such definitive license agreement during the Out-License after review of the Summarydrafting period, then ONYX IDRI shall be deemed free to have waived its rights under this Section 2.3 (Right of First Negotiationnegotiate and to enter into one or more nonexclusive licenses to Third Party(ies) with respect to such Royalty-Bearing Product Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (but solely to as well as anywhere else in the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ Territory) that do not mutually agree on provide for the terms grant of an Out-License rights under such Results of Continuing Work as to ONYX within indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the Exclusivity Period, ▇▇▇▇▇ will be free opportunity to negotiate an Out-License exclusive license for such Royalty-Bearing Product Results of Continuing Work in accordance with any this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to such Results of Continuing Work, and IDRI shall not negotiate or enter into a license agreement with respect to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third Party, subject Immune Design shall continue to have the terms right of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. first negotiation with respect to other Results of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall Continuing Work not be entitled to subsequently grant development or commercialization rights so licensed to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or accordance with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇this Section 4.

Right of First Negotiation. EPIZYME hereby grants to CELGENE, on the terms set forth in this Section 7.2, a right of first negotiation with respect to a Business Combination of EPIZYME (the “ROFN Right”) during the Option Term. If, ***during the Option Term, ▇▇▇▇▇ seeks EPIZYME desires, directly or indirectly (including through any parent or holding corporation or entity or group of controlling stockholders acting together) to grant pursue a license or Business Combination (a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-LicenseProposed Transaction”), then ▇▇▇▇▇ will prior to negotiating the terms of an agreement for the Proposed Transaction with one or more Third Parties, EPIZYME shall notify ONYX in advance CELGENE in writing of EPIZYME’s desire to pursue a Proposed Transaction and, during the period beginning on the date on which EPIZYME so notifies CELGENE and ending upon the ROFN Expiration (as defined below), none of EPIZYME, its Affiliates, and its and their respective officers, directors, employees, agents, attorneys, accountants, financial advisers, and representatives shall, directly or indirectly, solicit, initiate or encourage proposals from, discuss or negotiate with, or provide any information to, any Third Party related to the Proposed Transaction. CELGENE shall, within [**] days after receipt of such notice, indicate to EPIZYME in writing whether it wishes to enter into the Proposed Transaction and, if CELGENE indicates that it wishes to enter into the Proposed Transaction, the Parties shall negotiate in good faith to enter into mutually agreeable terms pursuant to which CELGENE would enter into such Proposed Transaction with EPIZYME, it being understood and agreed that the foregoing negotiation obligation shall not require EPIZYME to accept any offer made by CELGENE or to enter into the Proposed Transaction. If either (a) CELGENE indicates it does not wish to pursue a Proposed Transaction, (b) CELGENE fails to indicate its interest within such [**] day period or (c) CELGENE indicates it wishes to enter into such Proposed Transaction but the Parties fail to reach agreement on the terms of a Proposed Transaction or to execute a definitive agreement with respect to such Proposed Transaction prior to the earlier of [**] days after the date of CELGENE’s indication of interest or the expiration of the Option Term, then the ROFN Right shall expire (the “ROFN Expiration”) and EPIZYME shall be free, without any further obligation to CELGENE under this Agreement with respect thereto, to enter into the Proposed Transaction with a Third Party; provided that, in the event clause (c) of this sentence is applicable, if EPIZYME proposes to enter into a Proposed Transaction with a Third Party during the Option Term on terms that (i) include an upfront purchase price payment (inclusive of amounts placed into an escrow account concurrently with such upfront purchase price payment) that is less than or equal to the upfront purchase price payment (inclusive of amounts placed into an escrow account concurrently with such upfront purchase price payment) last offered by CELGENE in writing to EPIZYME or (ii) taken as a whole, are materially less favorable to EPIZYME and/or its shareholders, as applicable, than the terms last offered in writing to EPIZYME by CELGENE (such condition, the “Lower Value Third Party Offer Condition”), then (A) EPIZYME shall, prior to entering into the Proposed Transaction with such Third Party, offer such terms (and in the case of the foregoing clause (i), including the lower upfront purchase price) to CELGENE (and, if CELGENE accepts such offer, CELGENE shall have the right to substitute an equivalent amount of cash for any non-confidential summary cash consideration in the Third Party offer), (B) CELGENE shall have [**] days after the date of receipt of such offer from EPIZYME to notify EPIZYME in writing of its acceptance of such offer and (C) (1) if CELGENE so accepts, the Parties shall promptly enter into a definitive agreement for the Proposed Transaction on such terms, or (2) if CELGENE does not accept, then EPIZYME shall be free, without any further obligation to CELGENE under this Agreement with respect thereto, to enter into the Proposed Transaction with a Third Party; provided further that if EPIZYME does not enter into a definitive agreement for a Proposed Transaction with a Third Party within two hundred and twenty five (225) days after the expiration of CELGENE’s ROFN Right as described above, and at such time the Option Term has not yet expired, CELGENE’s ROFN Right shall be reinstated, the ROFN Expiration shall be deemed not to have previously occurred, and the Parties shall again comply with this Section 7.2 as if the Proposed Transaction were a new transaction. For the avoidance of doubt, preliminary discussions that precede a formal offer or term sheet shall not be restricted by this Section 7.2. This Section 7.2 and the ROFN Right shall terminate immediately upon the earlier to occur of the Royalty-Bearing Product that is the subject termination of the proposed licenseOption Term or consummation of a Business Combination by EPIZYME. Any notice provided by either Party hereunder, as well as the intended scope (i.e.fact that this section might be applicable, field that a notice has been provided hereunder or that EPIZYME has considered/is considering a Proposed Transaction, shall be “Confidential Information” of both Parties and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect expressly subject to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”)Article 9, including material clinical and preclinical data (as well as such other information that ONYX may reasonably request)Section 9.1, which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇hereof.

Right of First Negotiation. IfFollowing any failure to reach agreement pursuant to Section 4.4.2(b) (Failure to Reach Agreement), AVEO will be free to pursue itself and/or to negotiate and grant rights to one or more Third Parties under intellectual property rights Controlled by AVEO with respect to Development and/or Commercialization of the Product in the North America Territory; provided, however, that, if during the [***] month period following the end of the Exclusive Negotiation Period (the “ROFN Period”), ▇▇▇▇▇ seeks AVEO determines that it desires to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to enter into an agreement with a Third Party with respect to such rights, AVEO will so notify CANbridge and CANbridge will have the right, within [**] days of receipt of such notice from AVEO, to notify AVEO of its desire to negotiate for development and/or commercialization of any Royalty-Bearing Product such contemplated Third Party rights (collectively, an the “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction NoticeROFN”). If ONYX has a Following AVEO’s receipt of such notice from CANbridge, the Parties will negotiate in good faith interest in evaluating such Out-License for the purpose terms and conditions of itself entering into an agreement with respect to the Out-Licensesuch contemplated rights for a reasonable period of time, then ONYX will notify ▇▇▇▇▇ within such period not to exceed [*** days of its receipt of ] days. If CANbridge exercises the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license ROFN and the Parties are unable to reach agreement during such [**] day period (or such longer period as the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”Parties may agree), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request)then, which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms remainder of an Out-License to ONYX during the Exclusivity ROFN Period, or (c) declines in writing the Out-License after review of the Summaryif any, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) AVEO will not enter into any agreement with a Third Party with respect to such Royalty-Bearing Development or Commercialization of the Product (but solely to in the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree North America Territory on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less more favorable, in the aggregate, to ▇▇▇▇▇ the Third Party than those last offered the final offer proposed by ONYX AVEO to CANbridge during the ROFN Period and (b) subject to the foregoing, AVEO will thereafter have no obligation under this Agreement to negotiate with CANbridge with respect to the Development or with a materially broader scope than as set forth Commercialization of the Product in the Transaction Notice. For North America Territory and will have the sake of clarityright to pursue itself, and/or to negotiate and execute an Out-License shall not include the grant of a license to a Service Provider or to a agreement with any Third Party distributor selling finished Royalty-Bearing with respect to, the Development or Commercialization of the Product purchased from ▇▇▇▇▇in the North America Territory.

Right of First Negotiation. If(a) Subject to the terms and conditions of this Agreement, ***, Hookipa hereby grants Gilead a right of first negotiation to extend the license grant by H▇▇▇▇▇▇ seeks to grant Gilead under the Licensed Technology pursuant to Section 3.1(a) to all fields outside of the Field. (b) In the event that Hookipa elects to offer to one (1) or more Third Parties a license or a similar transfer of rights, whether or not other rights under the Licensed Patents Technology, which license or other rights would include the right to Research, Develop, Manufacture, or Commercialize any Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”)in [***], then Hookipa shall provide Gilead with written notice thereof. Gilead may, within [***] days after receipt of such notice, notify Hookipa in writing either that: (i) Gilead is interested in negotiating for such rights; or (ii) Gilead has no such interest and therefore rejects such negotiation opportunity at such time. If Gilead notifies Hookipa within such [***]-day period that Gilead is interested in negotiating with Hookipa for such rights, the Parties shall negotiate in good faith for up to [***] days from such notification by Gilead regarding the terms pursuant to which Hookipa would license or otherwise grant such rights to Gilead. Failure by Gilead to give notice of its interest or lack of interest in negotiating for such rights within the [***]-day period after receipt of the written notice from H▇▇▇▇▇▇ will notify ONYX as described in advance in writing and provide the first sentence of this Section 3.3(b) shall be deemed to constitute a non-confidential summary waiver by Gilead of the Royalty-Bearing Product that is the subject its right of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”)first negotiation for such rights. If ONYX has Gilead waives or otherwise fails to exercise its right of first negotiation for such rights as provided in this Section 3.3, or if the Parties fail to agree on the terms pursuant to which Hookipa would license or otherwise grant such rights to Gilead within such [***]-day negotiation period, then Hookipa shall be free to offer such rights to a good faith interest in evaluating such Out-License for the purpose of itself entering Third Party and enter into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) Third Party with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated)thereto; provided, however, that ▇▇▇▇▇ shall for a period of [***] months following the conclusion of the [***]-day negotiation period, Hookipa may not be entitled to subsequently grant development or commercialization offer such rights to a Third Party on financial substantive terms which are more favorable than those last offered to Gilead, unless such terms are first offered to Gilead and commercial Gilead either: (x) declines in writing to accept such terms; or (y) fails to accept such terms materially less favorablewithin [***] days of such offer. Such period of [***] months shall be extended by [***] months to [***] months if, in within [***] Business Days prior to the aggregateend of such [***]-month period, to H▇▇▇▇▇▇ than those last offered by ONYX or provides written notice to Gilead in reasonable detail demonstrating that Hookipa and such Third Party are in active, bona fide negotiations on an agreement for such rights. If Hookipa does not, for any reason, enter into an agreement with a materially broader scope than Third Party with respect to such rights within such [***]-month or, as set forth the case may be, [***]-month period, then Hookipa shall not be permitted to enter into any such agreement without again complying with this Section 3.3. (c) The right of first negotiation of Gilead pursuant to this Section 3.3 commenced on the Original Effective Date and will terminate ten (10) years after the Original Effective Date. (d) For clarity, the right of first negotiation of Gilead pursuant to this Section 3.3 shall expressly exclude and not apply to the field of HIV once HIV has ceased to be included in the Transaction Notice. For Field in accordance with Section 2.4(d)(i), except that such right of first negotiation shall continue to apply with respect to the sake of clarity, an Out-License shall not include the grant offer of a license to a Service Provider or other rights under the Licensed Technology to a Third Party distributor selling finished Royalty-Bearing to Research, Develop, Manufacture, or Commercialize an HBV Licensed Product purchased from ▇▇▇▇▇in the field of HIV.

Right of First Negotiation. If, (a) Prior to Licensee negotiating a term sheet with any Third Party with respect to any grant of exclusive rights to develop or commercialize a Series A Product in a territory that would include [***], ▇▇▇▇▇ seeks within [***] days after the availability of the final clinical study report containing the complete results and data for the [***] in an Indication, Licensee shall deliver to grant Licensor a license copy of, or otherwise provide Licensor reasonable access to, such clinical study report. For a similar transfer period of rights[***] days after receipt of such report, whether or not under the Licensed Patents or Licensed Know-HowLicensor may elect, by delivery of written notice to Licensee, to exercise a Third right of first negotiation (the “Negotiation Right”) to obtain exclusive Development and Commercialization rights to such Series A Product in such Indication in [***]. If Licensor timely exercises the Negotiation Right, then (i) the Parties shall negotiate in good faith on an exclusive basis the grant of such rights to Licensor for a period of up to [***] days after such exercise (the “Negotiation Period”) regarding the terms and conditions of the [***] (it being understood that neither Party for development and/or commercialization of shall have any Royalty-Bearing Product (collectively, an “Out-License”obligation to enter into a definitive agreement with respect thereto), then ▇▇▇▇▇ will notify ONYX and (ii) Licensee shall use reasonable efforts during the Negotiation Period to answer questions from Licensor about such Series A Product in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product such Indication (it being understood that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”such reasonable efforts shall not require Licensee to perform any additional research or development activities). If ONYX has Licensor fails to timely exercise its Negotiation Right or the Parties fail to enter into a good faith interest in evaluating such Out-License definitive agreement for the purpose [***] before expiration of itself entering into an agreement the Negotiation Period, then Licensor shall have no further rights, and Licensee shall have no further obligations, under this Section 3.2. (b) For clarity, the Negotiation Right shall apply only once, in connection with the [***], and not in connection with any subsequent [***] that Licensee may conduct, either with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has same Series A Product in a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (eachdifferent Indication, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Perioddifferent Series A Product, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇otherwise.

Right of First Negotiation. If(a) Commencing on the Effective Date and ending one hundred and eighty (180) days following the completion of the first Phase 2 clinical trial of first Product in the Zydus Territory (i.e., ***, ▇▇▇▇▇ seeks to grant a license or a similar transfer of rights, whether or not under database lock) (the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-LicenseROFN Period”), then ▇▇▇▇▇ will notify ONYX Zydus shall have the exclusive first right to negotiate an exclusive license under the XOMA Technology and XOMA’s interest in advance the Collaboration Technology to Develop, make, have made, use, sell and offer for sale the Products in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License XOMA Territory (a “Transaction NoticeXOMA Territory License”)) in accordance with this Section. If ONYX has a good faith interest in evaluating Zydus provides XOMA with written notice during the ROFN Period that it wishes to exercise such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License right (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ , then for [*] days following XOMA’s receipt of such notice (the “Negotiation Period”) the Parties shall negotiate in good faith the commercially reasonable terms of a XOMA Territory License. If Zydus does not provide a Negotiation NoticeNotice to XOMA during the ROFN Period, ▇▇▇▇▇ will provide ONYX with or if Zydus provides a confidential summary of Negotiation Notice during the Royalty-Bearing Product ROFN Period and the Parties do not execute a definitive agreement for the XOMA Territory License within the Negotiation Period (each, a “SummaryROFN Termination”), including material clinical then XOMA shall have the right to grant licenses to one or more Third Parties to Develop, make, have made, use, sell and preclinical data offer for sale the Products in the XOMA Territory (as well as each such other information that ONYX may reasonably request)Third Party, which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity PeriodXOMA Partner”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYXXOMA’s right payment obligations to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than Zydus as set forth in Section ‎7.3. If Zydus provided XOMA with a Negotiation Notice during the Transaction NoticeNegotiation Period, then notwithstanding the foregoing, for [*] -16 of 63- [*] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. For If after [*] months of the sake expiration of claritythe Negotiation Period, an Out-License shall XOMA has not include the grant of entered into a license to a Service Provider or to agreement with a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇with respect to the Products in the XOMA Territory, then in such case, at Zydus’ request, the Parties shall discuss in good faith terms on which Zydus may obtain a XOMA Territory License. (b) It is the intention of the Parties that XOMA, prior to the ROFN Termination, shall not grant a license under the XOMA Technology and XOMA’s interest in the Collaboration Technology to Develop, make, have made, use, sell and offer for sale the Products in the Field in the XOMA Territory directly or through a Third Party without Zydus having the right of first negotiation contemplated in this Section 2.9.

Right of First Negotiation. IfIn the event that GPC Biotech Controls any Derivative Compound during the term of this Agreement for which there is clinical data demonstrating efficacy, ***, ▇▇▇▇▇ seeks GPC Biotech shall provide to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product Licensee written notice thereof (each, a “SummaryCompound Option Notice”), including material clinical and preclinical data Licensee shall have an exclusive option and right of first negotiation to obtain rights to Commercialize such Derivative Compound in the Licensee Territory in the Field by giving written notice to GPC Biotech within thirty (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** 30) days following ONYXafter Licensee’s receipt of such Compound Option Notice. If Licensee fails to provide timely written notice of its desire to Commercialize such Derivative Compound, or notifies GPC Biotech in writing that Licensee does not desire to acquire such rights and obligations, then GPC Biotech shall have the right to enter into an agreement with a Summary (Third Party to Commercialize and otherwise Exploit such Derivative Compound, without any further obligation to negotiate with Licensee, or provide to Licensee a right of negotiation, with respect thereto. If Licensee provides timely written notice of interest, then the “Exclusivity Period”)Parties shall negotiate in good faith with respect to the foregoing, ONYX will but neither Party shall have any obligation to enter into any agreement unless they are able to agree on mutually acceptable terms and conditions at such time. In the event the Parties are unable to conclude such an exclusive right agreement within [...***...] after receipt by GPC Biotech of Licensee’s written notice of interest, Licensee shall provide to GPC Biotech a detailed written summary of the terms on which Licensee would have been prepared to conclude such agreement. If Licensee indicates in writing at such time to GPC Biotech that Licensee desires to continue negotiations with GPC Biotech, the Parties shall continue to negotiate in good faith an exclusivefaith, royalty-bearing license to provided that GPC Biotech shall be free from and after the end of such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable [...*** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free *...] negotiation period to negotiate an Out-License for such Royalty-Bearing Product and enter into agreements with any Third PartyParties; provided, subject to the terms of Section 2.2.1 (Sublicenses Generally)further that, for a period of [...*** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at ...] after the end of such [...*** *...] negotiation period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ GPC Biotech shall not be entitled enter into any such agreement on any terms less favorable to subsequently grant development or commercialization rights to GPC Biotech, when taken as a Third Party on financial and commercial terms materially less favorablewhole, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license Licensee’s written offer to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇GPC Biotech.

Right of First Negotiation. If, ***, ▇▇▇▇▇ Archemix shall notify Ophthotech in writing if Archemix or an Affiliate of Archemix seeks to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party solely the rights to any aptamer(s) for development and/or commercialization use in the Field against Targets in the Complement Cascade, other than complement factor C5, for uses in the Field (“New Ophthalmic Complement Negotiations”) and shall grant Ophthotech an option to initiate negotiation of any Royalty-Bearing Product a license under Archemix’s interest in such rights (collectively, an the “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction NoticeOption”). If ONYX has Concurrently with such notice, Archemix shall supply to Ophthotech a summary of such information in Archemix’s possession concerning such aptamer(s) as Archemix reasonably deems pertinent, subject to Archemix’s confidentiality obligations to Third Parties. Such Option shall be in effect for a period of [**] days from the date of notice of the New Ophthalmic Complement Negotiations pursuant to this Section 2.4 (the “Option Period”). Ophthotech may exercise the Option by providing written notice to Archemix within the Option Period of its intent to exercise such Option, at which time the Parties shall in good faith interest in evaluating such Out-License negotiate for up to [**] days (the “Negotiation Period”) an agreement for the purpose commercial exploitation of itself entering into such rights, which agreement shall contain commercially reasonable terms and conditions. If Ophthotech does not exercise the Option during the Option Period, provides written notice that it chooses not to exercise the Option, or the Negotiation Period expires without execution of an agreement between the Parties, then (i) neither Party shall have any further obligation to enter into or continue any negotiations with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt subject matter of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a Option, and (ii) Archemix may license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, without any further obligation to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction NoticeOphthotech. For the sake purposes of clarity, an Out-License no Option shall not include arise if the grant of a rights that Archemix seeks to license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇cover multiple Targets wherein one or more of the Targets are outside of the Complement Cascade.

Right of First Negotiation. IfLicensor shall notify Licensee in writing of any Target Product it has developed and filed for any Patent Right(s) with respect to, ***promptly following a determination by Licensor, ▇▇▇▇▇ seeks according to its prudent scientific and business judgment, that it is viable to proceed with clinical trials with respect to such Target Product. Licensor shall grant Licensee an exclusive option to elect to obtain an exclusive license under Licensor’s interest in the Target Product (for each such Target Product, the “Option”). Such Option shall be in effect for a period of ninety (90) days from the date of disclosure of the Target Product pursuant to this Section 2.3 (the “Option Period”). Licensee may exercise the Option by providing written notice to Licensor within the Option Period of its intent to exercise such Option, at which time the Parties shall in good faith negotiate an agreement for the exclusive license of such Target Product, which agreement shall contain commercially reasonable terms and conditions or which may be an amendment this Agreement. Upon expiration of the Option Period, if Licensor and Licensee have not entered into a similar transfer of rightsdefinitive agreement for the Target Product despite good faith negotiations, whether or not under the Licensed Patents or Licensed Know-How, Licensor may license such Target Product to a Third Party for development and/or commercialization of any Royaltyon terms materially more favorable to Licensor than those offered to Licensee without first re-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect offering to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated)Licensee; provided, however, that ▇▇▇▇▇ if the financial compensation offered by such Third Party is within 10% of the total compensation last offered by Licensee, when considered as a whole, Licensor shall first offer a license to such Target Product to Licensee on terms no less favorable than those offered to such Third Party before licensing such Target Product to such Third Party, and Licensee shall have the right to accept such offer within forty-five (45) days of receipt. If Licensee does not be entitled accept such offer, Licensor may license the Target Product to subsequently grant development or commercialization rights to a such Third Party on financial and commercial the same terms. Licensor shall not license such Target Product to any Third Party on terms materially less favorable, in the aggregate, favorable to ▇▇▇▇▇ Licensor than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Outto Licensee without first re-License shall not include the grant of a license offering to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Licensee.

Right of First Negotiation. If, at any time prior to the [***], ▇▇▇▇▇ seeks Genzyme desires to grant a license any Third Party rights to Develop and/or Commercialize one or a similar transfer more Global AT3 Licensed Product(s) in the Field in any portion of rights, whether or not under the Licensed Patents Territory (excluding customary distribution arrangements entered into in the ordinary course of business by Genzyme), Genzyme shall notify Alnylam in writing of its intent. Alnylam shall have [***]) days from receipt of such written notice to notify Genzyme in writing as to whether Alnylam desires to negotiate for such rights in such territory, and if Alnylam so notifies Genzyme that it does desire to negotiate for such rights in such territory, Alnylam shall have the exclusive right for [***] days from the date of such notification to Genzyme to negotiate with Genzyme and to make one or Licensed Knowmore written non-Howbinding offers to Genzyme concerning the acquisition of such rights in such territory by Alnylam. Alnylam shall have the exclusive right for [***] days (or such longer period as may be mutually agreed by the Parties) after such [***] day period, to finalize and enter into a Third Party definitive agreement with Genzyme for development and/or commercialization of any Royalty-Bearing Product (collectivelysuch rights in such territory, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provided that if either Alnylam does not provide a such written notice within such [***] day period or Alnylam does provide such written non-confidential summary binding offer within such subsequent [***] day period, or Alnylam provides such notice of interest and such written offer but for any reason Genzyme and Alnylam do not enter into a definitive agreement within the Royalty-Bearing Product that is the subject of the proposed license[***] day negotiation period, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering Genzyme shall be free to enter into an agreement with a Third Party(ies) relating to such rights in such territory, without further obligation to Alnylam. [***]. For clarity, prior to the exclusive negotiating periods described above, Genzyme shall be free to engage in discussions and exchange information with Third Parties with respect to the Out-Licenseapplicable Global AT3 Licensed Product(s) rights, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX but shall not enter into any binding agreement with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) any Third Party with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇rights.

Right of First Negotiation. If(a) (Subject to the terms and conditions of this Agreement, Hookipa hereby grants Gilead a right of first negotiation to extend the license grant by Hookipa to Gilead under the Licensed Technology pursuant to Section 3.1(a) to all fields outside of the Field. (b) In the event that Hookipa elects to offer to one (1) or more Third Parties a license or other rights under the Licensed Technology, which license or other rights would include the right to Research, Develop, Manufacture, or Commercialize any Licensed Product in [***], ▇▇▇▇▇ seeks then Hookipa shall provide Gilead with written notice thereof. Gilead may, within [***] days after receipt of such notice, notify Hookipa in writing either that: (i) Gilead is interested in negotiating for such rights; or (ii) Gilead has no such interest and therefore rejects such negotiation opportunity at such time. If Gilead notifies Hookipa within such [***]-day period that Gilead is interested in negotiating with Hookipa for such rights, the Parties shall negotiate in good faith for up to grant a [***] days from such notification by Gilead regarding the terms pursuant to which Hookipa would license or otherwise grant such rights to Gilead. Failure by Gilead to give notice of its interest or lack of interest in negotiating for such rights within the [***]-day period after receipt of the written notice from Hookipa as described in the first sentence of this Section 3.3(b) shall be deemed to constitute a similar transfer waiver by Gilead of its right of first negotiation for such rights. If Gilead waives or otherwise fails to exercise its right of first negotiation for such rights as provided in this Section 3.3, whether or not under if the Licensed Patents Parties fail to agree on the terms pursuant to which Hookipa would license or Licensed Know-Howotherwise grant such rights to Gilead within such [***]-day negotiation period, then Hookipa shall be free to offer such rights to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering enter into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) Third Party with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated)thereto; provided, however, that ▇▇▇▇▇ shall for a period of [***] months following the conclusion of the [***]-day negotiation period, Hookipa may not be entitled to subsequently grant development or commercialization offer such rights to a Third Party on financial and commercial substantive terms materially less favorable, in the aggregate, to ▇▇▇▇▇ which are more favorable than those last offered to Gilead, unless such terms are first offered to Gilead and Gilead either: (x) declines in writing to accept such terms; or (y) fails to accept such terms within [***] days of such offer. Such period of [***] months shall be extended by ONYX or [***] months to [***] months if, within [***] Business Days prior to the end of such [***]-month period, Hookipa provides written notice to Gilead in reasonable detail demonstrating that Hookipa and such Third Party are in active, bona fide negotiations on an agreement for such rights. If Hookipa does not, for any reason, enter into an agreement with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇with respect to such rights within such [***]-month or, as the case may be, [***]-month period, then Hookipa shall not be permitted to enter into any such agreement without again complying with this Section 3.3.

Right of First Negotiation. If, (a) During the Term and continuing through [***] (“RFN Period”), ▇▇▇▇▇ seeks Corvus shall negotiate exclusively with Genentech for a period of up to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, [***] prior to entering into any agreement with a Third Party for a license relating to the development and/or and commercialization of any Royalty-Bearing Product the Corvus Molecule (collectively, an a “Out-Corvus License”). Notwithstanding the foregoing, then ▇▇▇▇▇ if Genentech enters into a license with or acquires a Third Party with a Competitive Product during the RFN Period, Genentech will notify ONYX Corvus and all of Corvus’ obligations under this Section 2.12(a) will expire on the effective date of such transaction. Further, Genentech will thereafter adopt reasonable procedures to prevent any disclosure and/or use of Confidential Information of Corvus or Joint Confidential Information, as the case may be, to such Third Party and provide notice to Corvus describing such procedures as soon as practicable. For clarity, the obligations and covenants set forth in advance this Section 2.12(a) expressly exclude and shall not limit the separate activities of Genentech’s Affiliates, including the Roche pRED (Research and Early Development) organization. (b) If Corvus is interested in negotiating with Genentech and/or a Third Party the terms of a Corvus License during the RFN Period, it shall so notify Genentech in writing. Thereafter, the Parties shall negotiate, on an exclusive basis, the terms and conditions of a potential Corvus License for a period of [***] after Genentech receives such notice from Corvus, or such longer time period as the Parties may mutually agree in writing and provide a non-confidential summary of (the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction NoticeExclusive Negotiation Term”). If ONYX has Corvus and Genentech do not reach mutually agreeable terms and conditions of a good faith interest in evaluating such Out-Corvus License for during the purpose of itself entering into an agreement with respect to the Out-LicenseExclusive Negotiation Term, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary Corvus shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-and enter into a Corvus License for such Royalty-Bearing Product with any a Third Party; provided that Corvus shall not, subject to during the terms of Section 2.2.1 (Sublicenses Generally), for a period [*** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at ] period following the end of such *** periodthe Exclusive Negotiation Term, ONYX’s right to exclusively negotiate an Out-enter into any Corvus License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to with a Third Party on financial and commercial terms materially less favorable, in the aggregate, more favorable to ▇▇▇▇▇ such Third Party than those last offered proposed by ONYX or Genentech. If Corvus enters into a Corvus License with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royaltyduring the [***] following the end of the Exclusive Negotiation Term, Corvus shall so notify Genentech. Genentech shall have the right, within [***] days after Corvus enters into such Corvus License, [***]. [***] Certain information in this document has been excluded pursuant to Regulation S-Bearing Product purchased from ▇▇▇▇▇K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

Right of First Negotiation. If​ So long as the Fourth Amended Lease remains in full force and effect, ***Lessee shall have a right of first negotiation (“ROFN”) to further expand the Amended Premises to include any remaining space in the Building on the same terms and conditions as those contained in the Fourth Amended Lease in effect at that time. The ROFN may be triggered by Landlord notifying Lessee that the space will be coming available or by Landlord notifying Lessee that it has received an unsolicited offer or intends to solicit or negotiate with a third party, for a lease of said space. ​ Upon receipt of such notice from Landlord, Lessee shall have ten (10) business days to notify Landlord in writing of its intent to exercise its ROFN and then for a period of sixty (60) days thereafter, the parties shall negotiate in good faith with respect to the further expansion of the Amended Premises (the “Negotiation Period”). In the event the Parties are unable to reach agreement within the Negotiation Period, despite using Commercially Reasonable Efforts to do so, this ROFN shall expire. ​ If Landlord (i) receives an unsolicited bona fide offer from a third party or (ii) is willing to enter into an agreement with a third party for the right to lease the remaining space, before Landlord may accept such an offer or enter into such agreement, ▇▇▇▇▇▇▇▇ seeks must first make an offer to grant a license or a similar transfer Lessee for the lease of rights, whether or not the remaining space under the Licensed Patents or Licensed Know-Howsame terms and conditions contemplated with the third party. Lessee shall have thirty (30) days from the date of receipt of said offer, to a Third Party provide Landlord with written acceptance of the offer, upon the same terms and conditions as set forth therein, if specified, or notice of its desire and willingness to negotiate for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then such space. If ▇▇▇▇▇▇ will notify ONYX in advance in writing accepts said offer, the parties shall prepare and provide a non-confidential summary enter into the appropriate documentation to document such expansion within thirty (60) days from the date of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”)▇▇▇▇▇▇’s acceptance. If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇▇ fails to accept said offer within *** the thirty (30) days of its receipt provided herein, Landlord may proceed to enter into a lease with said third party on the same terms of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license offer presented to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt and this ROFN shall expire and be of a Negotiation Noticeno further force or effect; provided, however, if Landlord and such third party further negotiate any material changes to the terms of the offer that was presented to Lessee, Landlord shall inform ▇▇▇▇▇▇ will provide ONYX with a confidential summary thereof and Lessee shall have thirty (30) days from the date of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (such changed offer to consider the “Exclusivity Period”), ONYX will have an exclusive right to negotiate same and inform Landlord of its acceptance or rejection thereof in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent accordance with the Transaction Notice)above, with the same applying to any further changes. Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇.​

Right of First Negotiation. IfDuring the term of this Agreement, ***Seller hereby grants Buyer (and its Affiliates) the right of first negotiation as to any new acne products, ▇▇▇▇▇ seeks to grant product ideas or inventions making use of the same Technology (a license hydrogel coated ( * ) which are developed, designed or a similar transfer invented by or on behalf of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product Seller (collectively, "New Products"). Buyer shall have sixty (60) days from the time it receives from Seller material information about any * Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. New Product to notify Seller in writing if it is interested in discussing terms for Buyer to purchase, license or otherwise have access to such New Product. If Buyer so notifies Seller of its interest in any New Product, it shall negotiate in good faith with Seller with respect to an “Out-License”appropriate agreement to access such New Product. The Buyer shall have a period of nine (9) months to complete this agreement ("Negotiation Period"), then ▇▇▇▇▇ will notify ONYX unless extended by mutual consent. During this Negotiation Period, in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering no event shall Seller enter into an agreement with respect a third party to the Out-Licensesell, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Noticeassign, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (eachlicense, a “Summary”), including material clinical and preclinical data (as well as transfer or otherwise make available such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction NoticeNew Product. If ONYX (a) does not deliver a Negotiation Notice the parties fail to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of such an Out-License agreement by the end of the Negotiation Period. Seller shall have the right to ONYX within the Exclusivity Periodenter into an agreement with a third party with respect to such new Products, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to provided that the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorableagreement are not, in the aggregate, materially more favorable to ▇▇▇▇▇ such third party than those such material terms and conditions which Seller last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license good faith to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Buyer in connection therewith.

Right of First Negotiation. If, ***, ▇▇▇▇▇ seeks Depomed shall notify Santarus in writing in the event that Depomed desires to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial to develop or commercialize a pharmaceutical product containing metformin and commercial terms materially less favorableanother generic active pharmaceutical ingredient (i.e., an active pharmaceutical ingredient that is produced and distributed within the Territory without composition of matter patent protection for the compound) in combination with Depomed’s proprietary Acuform drug delivery technology incorporated within the Products (a “Covered Combination Product”). If Santarus notifies Depomed in writing within [***] after receipt of such notice (the “Evaluation Period”) that Santarus is not interested in obtaining the applicable rights in and to the applicable Covered Combination Product (the “Covered Combination Product Rights”), or if Santarus fails to notify Depomed of Santarus’ interest in obtaining the Covered Combination Product Rights, in either case prior to the aggregateexpiration of the Evaluation Period, then Depomed shall have no further obligation to ▇▇▇▇▇ Santarus under this Agreement with respect to the applicable Covered Combination Product Rights with respect to the applicable Covered Combination Product. If Santarus is interested in obtaining the applicable rights, it shall so notify Depomed in writing prior to the expiration of the Evaluation Period, and upon Depomed’s receipt of such notice Santarus and Depomed shall promptly commence good-faith negotiations, for a period of [***] and such longer period as may be mutually agreed upon by the parties in writing in the event the parties have made material progress in the negotiations (the “Negotiation Period”), regarding the commercially reasonable terms of an agreement pursuant to which Santarus shall obtain the applicable rights. If Depomed and Santarus fail to enter into an agreement for the applicable rights prior to the expiration of the Negotiation Period, then Depomed shall thereafter have the right to negotiate and enter into an agreement with a Third Party granting such rights to a Third Party; provided that, for a period of [***], any such agreement may not be on terms and conditions materially more favorable to the Third Party than those the terms and conditions last offered by ONYX or Santarus prior to the termination of discussions with a materially broader scope than as set forth in the Transaction NoticeDepomed. For the sake The provisions of clarity, an Out-License this Section 15.1 shall not include the grant apply to, and Depomed shall have no obligation to Santarus under this Section 15.1 in respect of, any acquisition of Depomed by a license to a Service Provider Third Party, any merger or to consolidation with or involving Depomed, any acquisition by a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇of any material portion of the stock of Depomed, or any acquisition by a Third Party of a material portion of the assets of Depomed in addition to the Covered Combination Product.

Right of First Negotiation. IfIn the event that Phytera seeks a research, ***, ▇▇▇▇▇ seeks to grant a license development or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to commercialization collaboration with a Third Party for development and/or relating to the First Right [ ]* Programs or a Third Party commences discussions with Phytera which Phytera intends to seriously consider in connection with Compounds resulting from the First Right [ ]* Programs, Phytera hereby grants to Lilly a right of first negotiation to (i) fund, in whole or in part, any research development, or commercialization of any Royalty-Bearing Product collaboration or program (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide "Relevant Program") to be undertaken by Phytera with a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement Third Party with respect to a First Right [ ]* Program Compound and (ii) obtain certain license rights to any intellectual property that results from such Relevant Program. This right shall be effective during the Out-License, then ONYX will notify ▇▇▇▇▇ Research Term and shall operate as follows: (a) Phytera shall promptly send to Lilly a reasonably detailed written notification of any Relevant Program contemplated by Phytera using a First Right [ ]* Program Compound; (b) Lilly shall respond to Phytera within **[ ]* days of its receipt of the Transaction Notice setting forth that Onyx has a good faith such notification indicating its interest in funding, in whole or in part, the Relevant Program and in obtaining a license rights to the Royalty-Bearing Product that is the subject any intellectual property resulting therefrom. ---------------------------- * This portion of the Out-License (Exhibit has been omitted pursuant to a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary Request for Confidential Treatment under Rule 406 of the Royalty-Bearing Product (eachSecurities Act of 1933, a “Summary”)as amended. The complete Exhibit, including material clinical the portions for which confidential treatment has been requested, has been filed separately with the Securities and preclinical data Exchange Commission. (as well as such other information that ONYX may reasonably request)c) For a period of up to [ ]* after Phytera receives notice of Lilly's interest in funding, which Summary in whole or in part, the Relevant Program and obtaining license rights to any intellectual property resulting therefrom, the Parties shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within a reasonable agreement based upon the scope anticipated contributions of the transaction described in Parties to the Transaction NoticeRelevant Program and any products that result from such Relevant Program. If ONYX If, after good faith negotiations, an agreement cannot be reached between Lilly and Phytera on the Relevant Program, Phytera shall be free to pursue such Relevant Program and commercialize any products that result from such Relevant Program, either independently or with one or more Third Parties. (ad) does not deliver a Negotiation Notice In the event that Lilly (i) fails to ▇▇▇▇▇ respond to Phytera within [ ]* of notification by Phytera of the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Periodcontemplated Relevant Program, or (cii) declines indicates that it is not interested in writing the Out-License after review of the Summaryfunding such Relevant Program and obtaining rights to any intellectual property resulting therefrom, then ONYX Phytera shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for pursue such Royalty-Bearing Product with Relevant Program and commercialize any Third Partyproducts that result from such Relevant Program, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX either independently or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider one or to a more Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Parties.

Right of First Negotiation. If, ***, ▇▇▇▇▇ seeks to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇ contemplates entering into negotiations with a Delta Partner or another airline to launch air service in any geography outside either the Territory or Japan (such geography, the “ROFN Geography”), ▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product notify Delta in writing of its interest in so entering negotiations with any Third Party, subject a Delta Partner or another airline in the ROFN Geography (the “ROFN Notice”). Delta (or a joint venture or alliance partner designated by Delta) will have the right of first negotiation with respect to the terms ROFN Geography. Commencing on the date that Joby notifies Delta of Section 2.2.1 its interest and continuing until the earlier of (Sublicenses Generallyx) sixty (60) days after delivery of the ROFN Notice and (y) written notice from Delta (or such joint venture or alliance partner designated by Delta) that it is not interested in commercializing such ROFN Geography (the “ROFN Period”), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled enter into negotiations or consummate a transaction launching a “Home to subsequently grant development Seat” service in a ROFN Geography with any airline other than Delta or commercialization rights to a Third Party on financial and commercial terms materially less favorableDelta Partner designated by Delta. During the ROFN Period, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX will engage in exclusive good faith negotiations with Delta or with such Delta Partner on terms and conditions for a materially broader scope than as set forth in “Home to Seat” service for such ROFN Geography. If Joby and Delta or such Delta Partner are unable to reach an agreement during the Transaction Notice. For the sake of clarityROFN Period, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from then ▇▇▇▇▇▇ may enter negotiations to launch a “Home to Seat” service with any third party with respect to the applicable ROFN Geography. Notwithstanding anything to the contrary set forth herein, both Parties agree they shall not (during the Term) offer a “Home to Seat” service or a substantially similar product or service that incorporates or utilizes any identifiable and protectable Intellectual Property Rights jointly developed by the Parties, except as contemplated by Article 8 below. To the extent the Parties agree on a customer-facing product name for “Home to Seat” branding, both Parties agree that they shall not (and shall cause their respective Affiliates and, with respect to Joby, its joint venture partners, not to) use that name and branding with any other airline or eVTOL partner, as applicable.

Right of First Negotiation. If, ***during the term of this Agreement, ▇▇▇▇▇ seeks (i) Neurogenetics desires to grant a license sublicense to any Person (other than any Affiliate of Neurogenetics) its commercialization rights under this Agreement in the United States or a similar sublicense or otherwise transfer (except as permitted under Section 11.10) all of rightsits rights under this Agreement (including the Neurogenetics Technology) worldwide, whether or not under the Licensed Patents or Licensed Know-How, to (ii) a Third Party for development and/or commercialization of any Royalty-Bearing Product Person initiates such discussions with Neurogenetics and Neurogenetics is interested in entertaining such discussions (collectively, an both (i) and (ii) are collectively referred to as a “Out-LicenseBusiness Opportunity”), then ▇▇▇▇▇ Neurogenetics will promptly notify ONYX in advance Lilly in writing and provide thereof, with such notice containing all reasonable available information necessary for a non-potential licensee or commercialization partner to evaluate the Business Opportunity, including proposed terms of such transaction; provided that in no event will Neurogenetics be required to disclose to Lilly the identity or confidential summary information of any Third Person. Within [***] days of Lilly’s receipt of the Royalty-Bearing Product that is written notice, Lilly will respond to Neurogenetics in writing regarding Lilly’s interest in the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”)Business Opportunity. If ONYX has a Lilly indicates interest in pursuing the Business Opportunity, the Parties will negotiate in good faith to enter into a definitive agreement. If (i) Lilly indicates no interest in evaluating such Out-License for the purpose of itself entering into an agreement applicable Business Opportunity or does not respond to Neurogenetics with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ applicable Business Opportunity within the applicable [*** days *] day period, or (ii) Lilly and Neurogenetics are unable, other than through lack of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining on the part of Neurogenetics, to enter into a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For definitive agreement within [*** *] days following ONYXafter Lilly’s receipt of a Summary (the “Exclusivity Period”)Neurogenetics’ initial notice or such additional time as is reasonably necessary to obtain any required governmental consents or approval to enter into such agreement, ONYX Neurogenetics will have an exclusive right be free to negotiate in good faith an exclusive, royalty-bearing license enter into such Business Opportunity with another Person on terms no less favorable to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice)Neurogenetics than those last proposed by Lilly. Notwithstanding the preceding sentence anything in this Agreement to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ any Business Opportunity entered into by Neurogenetics with a Third Person will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally)Lilly’s rights under this Agreement, for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933including, AS AMENDED. of *** (and at the end of such *** periodwithout limitation, ONYXLilly’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial receive the milestone payments and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇royalty payments.

Right of First Negotiation. If, Licensor shall have an exclusive right of first negotiation during the ROFN Period to acquire development and commercial rights to AN659 Products as provided in this Section 2. a. Licensee will provide prompt written notice to Licensor (i) of the first public announcement by Licensee of the top-line results for [***]Phase 2 Clinical Trials for an AN659 Product in the Additional AN659 Field, ▇▇▇▇▇ seeks and (ii) on the date Licensee determines it wishes or intends to grant a commence discussions or negotiations to license or a similar transfer of rightsotherwise partner the development and commercial rights to AN659 Products in the Additional AN659 Field (in each case, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction ROFN Notice”). If ONYX has Licensor will have a good faith interest in evaluating such Out-License for the purpose period of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within [*** *] days of its receipt (the “ROFN Exercise Period”) from the date of the Transaction applicable ROFN Notice setting forth to notify the Licensee in writing that Onyx has a good faith interest in obtaining a license Licensor would like to the Royalty-Bearing Product that is the subject exercise its right of the Out-License first negotiation (a “Negotiation ROFN Exercise Notice”). Promptly after ▇▇▇▇▇’▇ receipt of . b. If Licensor timely provides a Negotiation ROFN Exercise Notice, ▇▇▇▇▇ will provide ONYX with then, for a confidential summary period of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed up to be Confidential Information of ▇▇▇▇▇ under this Agreement. For [*** *]days following ONYX’s receipt of a Summary such election by Licensor (the “Exclusivity Negotiation Period”), ONYX will have an exclusive right to the parties shall exclusively negotiate in good faith an exclusive, royalty-bearing license regarding commercially reasonable terms upon which the rights to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described all AN659 Products in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall Additional AN659 Field may be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated)acquired by Licensor from Licensee; provided, however, that ▇▇▇▇▇ shall that, if at the end of the Negotiation Period the Parties have not be entitled reached mutual agreement with regard to subsequently grant development or commercialization such terms as evidenced by a written definitive agreement, then for a period of [***]months beginning on the expiration of the Negotiation Period, Licensee may pursue negotiations regarding a transaction with Third Parties with respect to rights to a AN659 Products on terms [***]to the Third Party on financial and commercial than the terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as Licensor set forth in the Transaction Noticebest offer from Licensor during the Negotiation Period; provided further, if Licensee has not signed a definitive agreement by the expiration of such [***]month period, then Licensee shall again be subject to the provisions of this Section 2 until the expiration of the ROFN Period. For Neither Party shall be obligated to enter into any definitive agreement except on such terms as are acceptable to such party in its sole and absolute discretion. c. If Licensor does not provide a timely ROFN Exercise Notice to Licensee, then for a period of [***]months beginning on the sake expiration of claritythe ROFN Exercise Period, an Out-License Licensee may pursue negotiations regarding a transaction with Third Parties with respect to rights to AN659 Products; provided, however, if Licensee has not signed a definitive agreement by the expiration of such [***]month period, then Licensee shall not include again be subject to the grant provisions of this Section 2 until the expiration of the ROFN Period. d. During any Negotiation Period, Licensee shall promptly provide Licensor access to development, regulatory, commercialization and other material information and data for the AN659 Products as requested by Licensor in good faith. e. Nothing in this Section 2 shall prevent Licensee from negotiating or completing any transaction for the sale of all or substantially all of the business or assets of Licensee, whether by merger, sale of stock, sale of assets or otherwise. The obligations under this Section 2 shall survive a license to Change in Control of Licensee, and shall be binding on any Third Party acquiror of the Licensee following such Change in Control. A Change in Control for purposes of this Section 2(e) means any of the following transactions consummated by Licensee: (a) a Service Provider sale or other disposition of all or substantially all of the assets of Licensee to a Third Party; (b) any consolidation, merger or reorganization of Licensee in which the holders of the voting securities of Licensee outstanding immediately prior to consummation of such consolidation, merger or reorganization cease to own, directly or indirectly, at least [***]% of the combined voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after consummation such consolidation, merger or reorganization; or (c) any transaction or series of related transactions in which a Third Party distributor selling finished Royalty-Bearing or group of Third Parties acting in concert acquires more than [***]% of the voting securities of Licensee. f. During the ROFN Period, notwithstanding anything to the contrary in this Section 2, Licensee shall provide prompt written notice to Licensor if Licensee wishes or intends to commence discussions to license or otherwise partner the development and commercial rights to any AN659 Product purchased from ▇▇▇▇▇in the Initial AN659 Field.

Right of First Negotiation. If(a) In the event that Lilly, ***at any time during the Term, ▇▇▇▇▇ seeks desires to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, rights to a Third Party under any Lilly Know-How or any Lilly Patents to Develop or Commercialize the Product in the Field in any country outside the Territory (other than Japan) (any such potential grant referred to as a “Business Opportunity” for development and/or commercialization the purposes of any Royalty-Bearing Product (collectively, an “Out-License”this Section 2.4), then ▇▇▇▇▇ will Lilly agrees to notify ONYX in advance in writing United Therapeutics of such Business Opportunity, and provide a non-confidential summary of the Royalty-Bearing Product United Therapeutics with information available to Lilly that is reasonably necessary for United Therapeutics to evaluate the subject Business Opportunity. Lilly shall discuss exclusively with United Therapeutics the Business Opportunity for a period of one hundred twenty (120) days following the proposed license, date of such notice (such period referred to as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”Period” for the purposes of this Section 2.4). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation NoticeUnless otherwise agreed between the Parties, ▇▇▇▇▇ Lilly will provide ONYX not negotiate or discuss the Business Opportunity with a confidential summary any Third Party, or disclose to any Third Party any of the Royalty-Bearing Product (eachinformation regarding the Business Opportunity, a “Summary”), including material clinical until the expiry of the Negotiation Period. In the event that Lilly and preclinical data (as well as United Therapeutics have not agreed upon the terms and conditions pursuant to which Lilly would grant such other information that ONYX may reasonably request), which Summary shall be deemed rights to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ United Therapeutics within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX Lilly shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product discuss the Business Opportunity with and disclose information regarding same to any Third Party, subject to Section 2.4(b). (b) After expiration of the Negotiation Period, Lilly will not grant such rights to any Third Party under terms that, when considered as a whole, are less favorable to Lilly than the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in Lilly to United Therapeutics during the Transaction Notice. For discussions between the sake of clarity, an Out-License shall not include Parties during the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Negotiation Period.

Right of First Negotiation. IfLicensee hereby grants to Novan a right of first negotiation during the New Nitric Oxide Period, as set forth below in this Section 2.8, with respect to New Device IP. During the New Nitric Oxide Period, if Licensee or any of its Affiliates [***] to sell, ▇▇▇▇▇ seeks to grant a out-license or otherwise grant rights in or to any New Device IP for use in any portion or all of the Novan Retained Field (a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-LicenseROFN Opportunity”), then ▇▇▇▇▇ Licensee will notify ONYX in advance Novan in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt intent to pursue such ROFN Opportunity. At the request of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ Licensee will provide ONYX with a confidential summary of the Royalty-Bearing Product [***] [***] and available to Licensee. Within [***] (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information [***]) days of ▇▇▇▇▇ under this Agreement. For *** days following ONYX▇’s receipt of a Summary (the “Exclusivity Period”)written notice, ONYX Novan will have an exclusive right respond to Licensee in writing regarding ▇▇▇▇▇’s interest in the ROFN Opportunity. If Novan indicates interest in pursuing the ROFN Opportunity, then the Parties will negotiate in good faith an exclusivefor a period of at least [***] ([***]) days to enter into a definitive agreement regarding such ROFN Opportunity. If, royalty-bearing license (i) Novan indicates no interest in the ROFN Opportunity or does not respond to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope Licensee’s notice of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ ROFN Opportunity within the applicable such [*** *] ([***]) day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (cii) declines in writing the Out-License after review of the SummaryNovan and Licensee do not enter into a definitive agreement within such [***] ([***]) day period, then ONYX shall Licensee will be free to pursue the ROFN Opportunity (including in the [***]) and will be deemed to have waived discharged its rights obligations under this Section 2.3 (Right of First Negotiation) 2.8 in full with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated)ROFN Opportunity; provided, however, that ▇▇▇▇▇ shall not if at the end of such [***] ([***]) day period the Parties are actively negotiating the terms of a definitive agreement, then such [***] ([***]) day period may be entitled to subsequently grant development or commercialization rights extended to a Third Party on financial and commercial terms materially less favorablemutually acceptable time by the Parties in writing. For clarity, nothing in this Section 2.8 shall be construed as a license or other grant of rights by Novan under any Novan Patents or Novan Know-How, including in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Novan Retained Field.

Right of First Negotiation. During the Term, if Samsung desires to enter into negotiations with a Third Party to grant such Third Party any right to Commercialize the [* * *] in [* * *] and its territories and possessions (collectively, the “United States”), then, prior to entering into such negotiations, Samsung shall inform Merck in writing (a “ROFN Notice”) and, within forty-five (45) days after receipt of such ROFN Notice, Merck shall notify Samsung in writing as to whether it wishes to add [* * *] to the Territory for the Etanercept/Enbrel Biosimilar under this Agreement. If Merck gives Samsung written [* * *]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.] notice within such 45-day period that it wishes to make [* * *] part of the Territory for the [* * *], the Parties shall enter into good-faith negotiations to amend this Agreement with respect to the Territory for the [* * *], additional payments to be made by Merck to Samsung and other provisions reasonably related to the expansion of the Territory for [* * *]. If, in response to the ROFN Notice, (i) Merck notifies Samsung that it does not wish to make [* * *] part of the Territory for the Etanercept/Enbrel Biosimilar or (ii) Merck does not respond in writing within the above 45-day period, or if the Parties fail to agree on appropriate amendments to this Agreement pursuant to this Section 2.7 within ninety (90) days after delivery of Merck’s written notice indicating that it wishes to add [* * *] to the Territory for the Etanercept/Enbrel Biosimilar, Samsung shall be free to negotiate and/or enter into any agreement related to the Commercialization of the [* * *] in [* * *] with a Third Party; provided that (a) in the event Merck exercises its right of first negotiation pursuant to this Section 2.7 but the Parties fail to agree on appropriate amendments to this Agreement within the above 90-day period to add [* * *] to the Territory for the Etanercept/Enbrel Biosimilar, ▇▇▇▇▇ seeks to grant a license or a similar transfer of rights, whether or Samsung shall not under the Licensed Patents or Licensed Know-How, to enter into any agreement with a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary the Commercialization of the Royalty-Bearing Product that is Etanercept/Enbrel Biosimilar in the subject of the proposed licenseUnited States on terms that, as well as a whole, are materially more favorable to such Third Party than the intended scope terms last offered by Samsung to Merck during the negotiations described above; and (i.e., field and territoryb) of in the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating event Samsung does not enter into such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorablewithin one (1) year after delivery of the ROFN Notice to Merck, in the aggregateSamsung shall, prior to ▇▇▇▇▇ than those last offered by ONYX or entering into negotiations with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include Third Party for the grant of a license any right to a Service Provider or Commercialize the Etanercept/Enbrel Biosimilar in [* * *] (following the expiration of such one-year period), submit another ROFN Notice to a Third Party distributor selling finished Royaltyand enter into good-Bearing Product purchased from ▇▇▇▇▇faith negotiations with Merck regarding such Commercialization right in accordance with the above provisions of this Section 2.7.”

Right of First Negotiation. IfIsis will notify Alnylam in writing once (i) Isis, on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] or if Alnylam declines in writing to exercise its right of first negotiation, ▇▇▇▇▇ seeks then Isis will be free to grant develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a similar transfer Third Party) the Isis Product; provided that during the period prior to the latest of rights(x) the initiation of [***] the Isis Product, whether (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not under the Licensed Patents enter into a license or Licensed Know-How, to collaboration agreement with a Third Party for development and/or commercialization of any Royalty-Bearing such Isis Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary on terms (the “Exclusivity PeriodMore Favorable Terms”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described ) that are in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice aggregate materially more favorable to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for Third Party than the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines on which Isis most recently offered in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to grant such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in Alnylam without first offering the aggregate, More Favorable Terms to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Alnylam.

Right of First Negotiation. If(a) During the Term, if Frequency intends to enter into any negotiation or agreement of any kind with any Third Party (other than any negotiation or agreement pursuant to which a Third Party may acquire all of the stock or all of the assets of Frequency) under which such Third Party would [***] Certain information in this document has been excluded pursuant to Regulation S-K, ▇▇▇▇▇ seeks Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to grant a license the registrant if publicly disclosed. obtain the right to Develop, Manufacture or a similar transfer of rightsCommercialize Licensed Product in the Frequency Territory, whether by license, assignment, joint venture or not under the Licensed Patents or Licensed Know-Howotherwise, to (each such opportunity, a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-LicenseBusiness Opportunity”), then ▇▇▇▇▇ [***] Frequency will notify ONYX negotiate in advance good faith exclusively with Astellas for at least [***] (the “Negotiation Period”) the financial and other material terms and conditions of this Agreement that the Parties would amend in writing and provide a non-confidential summary consideration for including the Frequency Territory as part of the Royalty-Bearing Product that is Astellas Territory hereunder (the subject “Right of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction NoticeFirst Negotiation”). If ONYX has a good faith interest in evaluating such Out-License for Subject to the purpose of itself entering foregoing, during the applicable Negotiation Period, unless Astellas provides written notice to Frequency terminating further negotiations, Frequency will not enter into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) any Third Party with respect to such Royalty-Bearing Product Business Opportunity. (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period b) [*** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED*]. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at In the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, event that ▇▇▇▇▇ shall not be entitled to subsequently grant development Frequency or commercialization rights to its Affiliate has agreed with a Third Party on financial the terms and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant conditions of a license definitive agreement regarding a Business Opportunity and intend to a Service Provider or execute and enter into such definitive agreement, it shall first provide Astellas with prompt written notice of the terms of the proposed agreement. Upon receipt of such written notice, Astellas shall have [***] to a notify Frequency in writing that Astellas desires to obtain such rights on substantially the same terms as such Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇agreement (the “Right of Last Refusal”). [***]. (c) [***].

Right of First Negotiation. IfIn the event that GTC wishes to conduct research internally, ***, ▇▇▇▇▇ seeks to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to is approached by a Third Party for development and/or commercialization to conduct research or itself approaches a Third Party to conduct research, the primary focus of any Royalty-Bearing Product which is *...* (collectively, an “Out-License”the "Additional Research"), then ▇▇▇▇▇ will notify ONYX GTC recognizes that BMI may have an interest in advance in writing such Additional Research and provide a non-confidential summary shall therefore use its best efforts to negotiate with the Third Party for the benefit of BMI, exclusive rights to use the results of the Royalty-Bearing Product Additional Research*...*, provided that, GTC shall not be required by this sentence to use efforts in such negotiations to the extent that such efforts would impair or hinder GTC's negotiations with such Third Party. Presuming GTC is successful in its negotiations with such Third Party, BMI shall have *...* days from receipt of written notice from GTC describing the subject scope of the proposed license, as well as Additional Research to exercise an option (the intended scope (i.e., field and territory"Option") on the exclusive rights to use the results of the Out-License (a “Transaction Notice”)Additional Research *...*. If ONYX has a good faith interest in evaluating such Out-License for In the purpose of itself entering into an agreement with respect event that BMI exercises the Option pursuant to the Out-Licensepreceding sentence, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical BMI and preclinical data (as well as such other information that ONYX may reasonably request), which Summary GTC shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period of not more than **...* = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDdays the conditions of access to the exclusive rights to use the results of * Confidential Treatment Requested the Additional Research within the BMI Field for the Territory. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933If, AS AMENDED. of *** (and at the end of such **...* day period, ONYX’s right BMI and GTC have not reached agreement on the terms of such exclusive rights, then GTC shall thereafter be free to exclusively negotiate conduct such internal research or enter into an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to agreement with a Third Party on financial and commercial terms materially less favorable, in regarding the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in use of the Transaction Notice. For results of the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Additional Research *...*.

Right of First Negotiation. If, Commencing on the Effective Date and expiring [***] days after the conclusion of the Collaboration Term (the “ROFN Term”), ▇▇▇▇▇ seeks TScan shall notify Novartis of a decision by TScan’s Board of Directors to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to seek a Third Party to exclusively license or similarly grant rights under Collaboration Technology to Develop or Commercialize products Directed to a Declined Program (excluding any offer for development and/or commercialization a Change of any Royalty-Bearing Product Control) (collectivelya “ROFN Notice”). TScan shall not commence discussions with a Third Party with respect to such Program until [***] days after providing the corresponding ROFN Notice (the “ROFN Election Period”). Additionally, an if, during the ROFN Election Period, Novartis provides TScan with a term sheet to exclusively license such Collaboration Technology to develop or commercialize Products Directed to such Declined Program (“Out-LicenseROFN Election Notice”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering TScan shall not enter into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within such Collaboration Technology until [*** *] days of its receipt of after providing the Transaction corresponding ROFN Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity ROFN Negotiation Period”), ONYX will have during which period Novartis may negotiate an exclusive right agreement for TScan to negotiate in good faith an exclusive, royalty-bearing license grant Novartis such rights to such RoyaltyCollaboration Technology. On a Program-Bearing Product from ▇▇▇▇▇ within by-Program basis, TScan shall be free to Develop and Commercialize Collaboration Technology associated with such Declined Program, alone or with Third Parties without regard to this Section 3.4, after the scope of the transaction described in the Transaction Notice. If ONYX earlier of: (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, expiration of the ROFN Election Period for such Product without ROFN Election Notice; (b) does not deliver to ▇▇▇▇▇ a written proposal the expiration of the ROFN Negotiation Period for the terms of an Out-License to ONYX during the Exclusivity Period, or such Product; and (c) declines in writing the Out-License after review expiration of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice)ROFN Term. Notwithstanding the preceding sentence foregoing of this Section 3.4, Section 3.4 shall not apply to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** periodTScan shall have no obligation to notify Novartis prior to or refrain from entering into) any agreement to Develop or Commercialize products Directed to any antigen identified in a non-Collaboration Tumor Sample, ONYX’s right Directed to exclusively negotiate an Out-License shall automatically be reinstated); providedany TScan Independently Identified Antigen, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant consisting of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇TScan Independently Identified TCR.

Right of First Negotiation. IfIn the event that GPC Biotech Controls any Derivative Compound during the term of this Agreement for which there is clinical data demonstrating efficacy, ***, ▇▇▇▇▇ seeks GPC Biotech shall provide to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product Licensee written notice thereof (each, a “SummaryCompound Option Notice”), including material clinical and preclinical data Licensee shall have an exclusive option and right of first negotiation to obtain rights to Commercialize such Derivative Compound in the Licensee Territory in the Field by giving written notice to GPC Biotech within thirty (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** 30) days following ONYXafter Licensee’s receipt of such Compound Option Notice. If Licensee fails to provide timely written notice of its desire to Commercialize such Derivative Compound, or notifies GPC Biotech in writing that Licensee does not desire to acquire such rights and obligations, then GPC Biotech shall have the right to enter into an agreement with a Summary (Third Party to Commercialize and otherwise Exploit such Derivative Compound, without any further obligation to negotiate with Licensee, or provide to Licensee a right of negotiation, with respect thereto. If Licensee provides timely written notice of interest, then the “Exclusivity Period”)Parties shall negotiate in good faith with respect to the foregoing, ONYX will but neither Party shall have any obligation to enter into any agreement unless they are able to agree on mutually acceptable terms and conditions at such time. In the event the Parties are unable to conclude such an exclusive right agreement within [...***...] after receipt by GPC Biotech of Licensee’s written notice of interest, Licensee shall provide to GPC Biotech a detailed written summary of the terms on which Licensee would have been prepared to conclude such agreement. If Licensee indicates in writing at such time to GPC Biotech that Licensee desires to continue negotiations with GPC Biotech, the Parties shall continue to negotiate in good faith an exclusivefaith, royalty-bearing license to provided that GPC Biotech shall be free from and after the end of such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable [...*** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free *...] negotiation period to negotiate an Out-License for such Royalty-Bearing Product and enter into agreements with any Third PartyParties; provided, subject to the terms of Section 2.2.1 (Sublicenses Generally)further that, for a period of [...*** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at ...] after the end of such [....*** *...] negotiation period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ GPC Biotech shall not be entitled enter into any such agreement on any terms less favorable to subsequently grant development or commercialization rights to GPC Biotech, when taken as a Third Party on financial and commercial terms materially less favorablewhole, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license Licensee’s written offer to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇GPC Biotech.

Right of First Negotiation. IfIn the event that Phytera seeks a research, ***, ▇▇▇▇▇ seeks to grant a license development or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to commercialization collaboration with a Third Party for development and/or relating to the First Right Pre-Existing Antifungal Programs or a Third Party commences discussions with Phytera which Phytera intends to seriously consider in connection with Compounds resulting from the First Right Pre-Existing Antifungal Programs, Phytera hereby grants to Lilly a right of first negotiation to (i) fund, in whole or in part, any research development, or commercialization of any Royalty-Bearing Product collaboration or program (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide "Relevant Program") to be undertaken by Phytera with a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement Third Party with respect to a First Right Pre-Existing Antifungal Program Compound and (ii) obtain certain license rights to any intellectual property that results from such Relevant Program. This right shall be effective during the OutResearch Term and shall operate as follows: (a) Phytera shall promptly send to Lilly a reasonably detailed written notification of any Relevant Program contemplated by Phytera using a First Right Pre-License, then ONYX will notify ▇▇▇▇▇ Existing Antifungal Program Compound; (b) Lilly shall respond to Phytera within *** thirty (30) days of its receipt of the Transaction Notice setting forth that Onyx has a good faith such notification indicating its interest in funding, in whole or in part, the Relevant Program and in obtaining rights to any intellectual property resulting therefrom. (c) For a period of up to sixty (60) days after Phytera receives notice of Lilly's interest in funding, in whole or in part, the Relevant Program and obtaining license rights to any intellectual property resulting therefrom, the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary Parties shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within a reasonable agreement based upon the scope anticipated contributions of the transaction described in Parties to the Transaction NoticeRelevant Program and any products that result from such Relevant Program. If ONYX If, after good faith negotiations, an agreement cannot be reached between Lilly and Phytera on the Relevant Program, Phytera shall be free to pursue such Relevant Program and commercialize any products that result from such Relevant Program, either independently or with one or more Third Parties. (ad) does not deliver a Negotiation Notice In the event that Lilly (i) fails to ▇▇▇▇▇ respond to Phytera within thirty (30) days of notification by Phytera of the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Periodcontemplated Relevant Program, or (cii) declines indicates that it is not interested in writing the Out-License after review of the Summaryfunding such Relevant Program and obtaining rights to any intellectual property resulting therefrom, then ONYX Phytera shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for pursue such Royalty-Bearing Product with Relevant Program and commercialize any Third Partyproducts that result from such Relevant Program, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX either independently or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider one or to a more Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Parties.

Right of First Negotiation. If, at any time during the Term, (a) Licensor intends to commence discussions with one or more Third Parties for a grant of rights (whether through a license, asset sale, or other form of transfer) to Exploit Licensed Antibodies or Licensed Products [***] or (b) Licensor solicits and receives, ▇▇▇▇▇ seeks or receives unsolicited but intends to respond to, a bona fide term sheet from a Third Party regarding a potential grant of rights to Develop or Commercialize the Licensed Antibodies or Licensed Products [***] (whether through license, asset sale, or other forms of transfer) (each of (a) and (b) a license “ROFN Trigger”), then in each case ((a) and (b)), Licensor will promptly (and in any event prior to commencing discussions or a similar transfer negotiations with such Third Party regarding such potential grant of rights) notify Licensee in writing of such intent or receipt of or response to such bona fide term sheet, whether or not under as applicable, which notice will identify [***]. Licensee will have the Licensed Patents or Licensed Know-Howright, within [***] of receipt of such notice, to elect to enter into non-exclusive negotiations with Licensor for such rights. If Licensee timely notifies Licensor of its election to negotiate for such rights, then the Parties will negotiate in good faith for a [***] period (the “Negotiation Period”) the terms and conditions for such grant of rights (including financial terms). [***]. Notwithstanding the foregoing, (i) Licensor will not enter into any agreement with a Third Party for development and/or commercialization such grant of rights [***], and (ii) the material terms included in any Royalty-Bearing Product (collectively, an “Out-License”)definitive agreement for such grant of rights with any such Third Party will be [***]. If Licensee does not provide notice of its intent to enter into negotiations for such rights to Exploit the Licensed Antibodies and Licensed Products in the applicable countries outside of the Territory within [***] following receipt of Licensor’s notice of the applicable ROFN Trigger, then ▇▇▇▇▇ Licensee’s ROFN will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within be [*** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇].

Right of First Negotiation. If, ***during the period from the Closing Date until the fifth anniversary thereof, Seller (or any of its Affiliates) determines that it is interested in entering into an arrangement with an unaffiliated person (hereinafter a "Third Party") to sell or out-license the right to sell (any such rights being hereafter referred to as a "Right") any of the Excluded Estrace Products (subject to the Robe▇▇▇ ▇▇▇▇▇ seeks eement), Seller (or any of its Affiliates, as applicable) shall give Purchaser a right of first negotiation to grant a license acquire such Right as follows: (a) Seller shall give written notice to Purchaser of its (or a similar transfer any of rights, its Affiliates) interest in selling or out-licensing the Right. Purchaser shall have fifteen (15) days after receipt of such notice to decide whether or not under the Licensed Patents or Licensed Know-How, it wishes to a Third Party pursue negotiations for development and/or commercialization of any Royalty-Bearing Product (collectively, such an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) arrangement with respect to such Royalty-Bearing Product (but solely Right and to submit a proposal to Seller. In the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence event that Purchaser declines to the contrary, if ONYX and ▇▇▇▇▇ do pursue negotiations or does not mutually agree on the terms of an Out-License reply to ONYX Seller's notice within the Exclusivity Periodfifteen (15) day period, ▇▇▇▇▇ will Seller (or any of its Affiliates, as applicable) shall be free to negotiate and enter into an Out-License for arrangement with respect to such Royalty-Bearing Product Right with any a Third Party. (b) In the event that Purchaser expresses interest in negotiations and submits a preliminary proposal, subject then for an additional thirty (30) day period, Seller shall conduct negotiations on an exclusive basis with Purchaser diligently and in good faith to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDreach an agreement with Purchaser. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at At the end of such *** thirty (30) day period, ONYX’s right if the parties have not reached an agreement at such time, Purchaser shall give Seller a written notice setting forth the final offer by Purchaser for such an arrangement (the "Final Offer"). If Seller (or any of its Affiliates, as applicable) rejects the Final Offer, it shall thereafter be free to exclusively negotiate and enter into an Outarrangement with respect to such Right with a Third Party as provided in Section 4.14(c) below. (c) In the event Seller and Purchaser fail to negotiate a written agreement pursuant to Sections 4.14(b) above within the period provided therein, Seller (or any of its Affiliates, as applicable) shall be free to enter into an arrangement for the selling or out-License shall automatically be reinstated)licensing of the Right with a Third Party; provided, however, that ▇▇▇▇▇ for a period of twelve months from the expiration of the thirty (30) day exclusive negotiation period set forth in Section 4.14(b) Seller shall not, and shall cause its Affiliates not be entitled to subsequently grant development or commercialization rights to to, enter into an arrangement with a Third Party with respect to such Right on financial terms less favorable to Seller and commercial its Affiliates than the Final Offer without first reoffering to Purchaser the opportunity to enter into an arrangement on the terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction NoticeFinal Offer. In the event of such a reoffer, Purchaser shall have fifteen (15) days to advise Seller of its interest in entering into an arrangement on such terms. In the event that Purchaser expresses interest in such an arrangement on such terms, Purchaser and Seller (or any of Seller's Affiliates, as applicable) shall conduct exclusive negotiations and conclude an agreement incorporating such terms within thirty (30) days thereafter. For purposes of 26 this Section 4.14(c), Purchaser acknowledges and agrees that Seller (or any of its Affiliates, as applicable) shall have the sake of clarityright, in its sole discretion, to determine whether an Out-License shall not include the grant of a license to a Service Provider or to offer from a Third Party distributor selling finished Royaltythat consists in whole or in part of non-Bearing Product purchased from ▇▇▇▇▇cash compensation is more or less favorable to Seller and its Affiliates than the Final Offer.

Right of First Negotiation. IfLicensee hereby grants to Pfizer an exclusive right of first negotiation to enter into an agreement for a Significant Transaction, subject to the terms and conditions set forth in this Section 2.7. Pfizer may only exercise such right of first negotiation with respect to each Product once. 2.7.1 Prior to (i) [***] or (ii) [***], ▇▇▇▇▇ seeks to grant a license or a similar transfer Licensee shall provide Pfizer with written notice of rightsthe nature of the proposed Significant Transaction, whether or not under including (a) the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing applicable Product (collectivelyor Products) for which the Significant Transaction is sought, an “Out-License”)(b) the applicable country (or countries) for which the Significant Transaction is sought, then ▇▇▇▇▇ will notify ONYX in advance in writing and provide (c) a non-confidential summary of the Royalty-Bearing Product that is [***] within Licensee’s possession and control (such notice, the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Significant Transaction Offer Notice”). For the avoidance of doubt, each Significant Transaction shall require a separate Significant Transaction Offer Notice. 2.7.2 If ONYX has Pfizer desires to obtain rights to the Product (or Products) in the country (or countries) as set forth in the Significant Transaction Offer Notice, then Pfizer may notify Licensee within [***] of the receipt of the Significant Transaction Offer Notice (the “ROFN Exercise Period”) that it desires to enter into negotiations with respect to such Significant Transaction (the “ROFN Notice of Exercise”). Table of Contents 2.7.3 If Pfizer provides the ROFN Notice of Exercise to Licensee in accordance with Section 2.7.2, then (a) from and after the receipt of the ROFN Notice of Exercise and for a continuous period of [***] thereafter (the “Negotiation Period”), the Parties will negotiate exclusively with each other with respect to such Significant Transaction in good faith interest in evaluating such Out-License for and with the purpose intent of itself entering into an a mutually acceptable definitive, written agreement with respect to the Out-LicenseSignificant Transaction, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does if the Parties do not deliver to ▇▇▇▇▇ enter into a written proposal Significant Transaction within the Negotiation Period, then Licensee may negotiate and enter into a Significant Transaction with a Third Party for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to or Products) and the extent materially consistent with country (or countries) set forth in the Significant Transaction Offer Notice). Notwithstanding the preceding sentence to the contrary; provided, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally)that, for a period of [*** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933*] from the expiration of the Negotiation Period, AS AMENDED. of *** (and at i) if Material New Information becomes available relating to the end of applicable Product (or Products) before Licensee enters into a Significant Transaction for such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development Product (or commercialization rights to Products) with a Third Party on financial and commercial terms materially less favorable, covering one or more of the countries described in the aggregateSignificant Transaction Offer Notice, then Pfizer’s right of first negotiation pursuant to ▇▇▇▇▇ than this Section 2.7 shall be reinstated with respect to a Significant Transaction for such Product (or Products) for those last offered by ONYX or applicable countries for which Licensee had not entered into a Significant Transaction with a materially broader scope than as Third Party, and (ii) Licensee shall not enter into an agreement with a Third Party with respect to the applicable Product (or Products) in the country (or countries) set forth in the Significant Transaction Offer Notice on economic terms and conditions that, when viewed as a whole, are less favorable to Licensee as compared to the terms and conditions in the last proposal submitted by Pfizer to Licensee with respect thereto during the Negotiation Period. 2.7.4 If Pfizer does not provide the ROFN Notice of Exercise to Licensee in accordance with Section 2.7.2, then Licensee may negotiate and enter into a Significant Transaction for the Product or Products and the country or countries set forth in the Significant Transaction Offer Notice. For ; provided, that, (a) if Licensee fails to enter into a Significant Transaction with respect to the sake applicable Product in one (1) or more of claritythe applicable countries within [***] after the expiration of the ROFN Exercise Period, an Out-License then Pfizer’s right of first negotiation pursuant to this Section 2.7 shall not include the grant of a license be reinstated with respect to a Service Provider Significant Transaction for those applicable Products for those applicable countries for which Licensee had not entered into a Significant Transaction, or (b) if Material New Information becomes available relating to the applicable Product (or Products) before Licensee enters into a Significant Transaction for such Product (or Products) covering one or more of the countries described in the Significant Transaction Offer Notice, then Pfizer’s right of first negotiation pursuant to this Section 2.7 shall be reinstated with respect to a Third Party distributor selling finished Royalty-Bearing Significant Transaction for such Product purchased from ▇▇▇▇▇(or Products) for those applicable countries for which Licensee had not entered into a Significant Transaction.

Right of First Negotiation. IfALZA hereby grants to ABBOTT and ABBOTT -------------------------- hereby accepts a first right of negotiation from the Effective Date through April 30, ***, 2000 to obtain from ALZA co-promotion and/or license rights to ▇▇▇▇▇ seeks (R) Methylphenidate in the U.S. In the event ALZA elects to grant a co-promote with and/or license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, rights to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then third party with respect to ▇▇▇▇▇ will notify ONYX (R) Methylphenidate in advance in writing the U.S., then prior to entering into such negotiations with a third party, ALZA shall prepare and provide submit to ABBOTT a non-confidential summary data package which shall consist of at least the Royalty-Bearing Product that is the subject following information: stage of the proposed licensedevelopment, as well as the intended scope (i.e.therapeutic category, field targeted indications, mechanism of action, safety profile, and territory) of the Out-License (a “Transaction Notice”)anticipated FDA submission date. If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ ABBOTT notifies ALZA within *** thirty (30) days of its receipt of the Transaction Notice setting forth data package of its desire to pursue discussions to co-promote and/or license ▇▇▇▇(R) Methylphenidate in the U.S., then the parties shall, in good faith, proceed within three (3) months thereafter to negotiate the terms of a co-promotion and/or license agreement, as the case may be. ALZA shall not grant any third party any rights that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after conflict with ▇▇▇▇▇’▇'▇ receipt right of a Negotiation Notice, first negotiation unless ABBOTT has waived its right to exercise its right of first negotiation to co-promote and/or license with respect to ▇▇▇▇▇ will provide ONYX with (R) Methylphenidate. If the parties are not able to agree on the terms of a confidential summary of co- promotion and/or license, as the Royalty-Bearing Product case may be, after good faith negotiations, within three (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information 3) months of ▇▇▇▇▇▇'▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”)notice, ONYX will have an exclusive right then ALZA shall not offer co- promotion and/or license rights to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from any third party for ▇▇▇▇▇ within the scope (R) Methylphenidate on economic terms and/or structure of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect overall arrangement more favorable to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ third party than those last offered by ONYX or to ABBOTT, without first re-offering such rights to ABBOTT on such terms in accordance with a materially broader scope than as the procedures set forth in this Article 11, provided that in such case the Transaction Notice. For the sake of clarity, an Out-License period for ABBOTT to exercise ---------- its rights and negotiate a written agreement shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇be thirty (30) days.

Right of First Negotiation. IfPyxis will, and hereby does, grant Pfizer on a Licensed Target-by-Licensed Target basis, the right to negotiate, on an exclusive basis, an agreement to purchase (other than through a Sale Transaction) the right(s) to any or all Agreement ADCs and Products Directed to such Licensed Target, or an agreement to exclusively license right(s) to develop, manufacture and commercialize any or all Agreement ADCs and Products Directed to such Licensed Target in one or more Major Market Countries (a “Target-Specific Transaction”), as follows: 3.5.1. Subject to the limitation set forth in Section 3.5.2, Pyxis shall provide Pfizer with written notice and information in sufficient detail, including any information reasonably requested by Pfizer (subject to confidentiality obligations), to enable Pfizer to make an informed decision (a “Negotiation Trigger Notice”) for each Licensed Target promptly following: (a) [***], ▇▇▇▇▇ seeks or (b) [***] (each such event described in clause (a) or (b), a “Negotiation Trigger”). 3.5.2. Pfizer will have [***] (the “Notice Period”) after receipt of a Negotiation Trigger Notice to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, notify Pyxis in writing that it desires to enter into good faith negotiations with respect to a Third Party for development and/or commercialization of any RoyaltyTarget-Bearing Product Specific Transaction (collectivelysuch notice, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt The Transaction Negotiation Notice delivered by Pfizer shall include, at a minimum, bona fide material financial terms on which Pfizer proposes to enter into the applicable Target-Specific Transaction. If the Negotiation Trigger was provided to Pfizer in accordance with Section 3.5.1(a) prior to the occurrence of the events in Section 3.5.1(b) and Pfizer does not provide such Transaction Negotiation Notice to Pyxis within such Notice Period, Pyxis shall provide a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary Trigger Notice to Pfizer upon the occurrence of the Royalty-Bearing Product (each, a “Summary”Negotiation Trigger set forth in Section 3.5.1(b). If the Negotiation Trigger was provided to Pfizer in accordance with Section 3.5.1(b) prior to the occurrence of the events in Section 3.5.1(a), including material clinical and preclinical data (as well as Pyxis shall have no obligation to provide any additional Negotiation Trigger Notice. The provisions of this Section 3.5 will apply with respect to each Licensed Target. 3.5.3. If Pfizer provides such other information that ONYX may reasonably request)Transaction Negotiation Notice during such Notice Period, which Summary shall be deemed to be Confidential Information then the Parties will negotiate exclusively in good faith for a period of ▇▇▇▇▇ under this Agreement. For [*** days following ONYX’s receipt of a Summary *] (the “Exclusivity Negotiation Period”)) the terms of a Target-Specific Transaction, ONYX which Negotiation Period may be extended by the mutual agreement of the Parties. If Pfizer does not provide a Transaction Negotiation Notice to Pyxis within the applicable Notice Period, or if the Parties do not enter into a Target-Specific Transaction within the Negotiation Period, then Pyxis will be free to enter into a Target-Specific Transaction with a Third Party and Pyxis shall have an exclusive right no further obligation to negotiate in good faith an exclusive, royalty-bearing license provide a Negotiation Trigger Notice upon the occurrence of any additional Negotiation Trigger with respect to such Royalty-Bearing Product from ▇▇▇▇▇ within Licensed Target. For clarity, in no event shall Pyxis be required to provide Pfizer with a Negotiation Trigger Notice with respect to any Licensed Target more than once for the scope same Negotiation Trigger. 3.5.4. The rights granted to Pfizer and the obligations of the transaction described in the Transaction Notice. If ONYX Pyxis under this Section 3.5.4 shall terminate (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within in their entirety on the applicable earliest of (i) [*** day period*], (bii) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period[***], or (ciii) declines in writing the Out-License after review of the Summary[***], then ONYX shall be deemed to have waived its rights under this Section 2.3 or (Right of First Negotiationb) with respect to such Royalty-Bearing Product (but solely [***], [***]. 3.5.5. Notwithstanding anything to the extent materially consistent contrary herein, (a) nothing shall prevent Pyxis or any of its Affiliates from negotiating or executing any confidentiality agreement or participating in general discussions (not focused on a Target-Specific Transaction) with any prospective partner, investor, licensor, licensee or other Third Party or (b) Pyxis shall have no obligation to provide Pfizer with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the identity of any Third Party or any terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product any transaction negotiated with any a Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇.

Right of First Negotiation. IfSeller hereby grants to Buyer a first right to negotiate ("First Right of Negotiation") an agreement to manufacture, ***license, ▇▇▇▇▇ seeks to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party for development distribute and/or commercialization of any Royalty-Bearing Product sell (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary to "Commercialize") any product or service developed by Seller related to cataract surgery outside of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License Field (a “Transaction Notice”"New Product"). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect at anytime following Closing, Seller intends to the Out-LicenseCommercialize any New Product, then ONYX will notify ▇▇▇▇▇ within *** days Seller shall first give written notice ("Negotiation Notice") to Buyer of its intention. Buyer will have a period of ninety (90) days following the receipt of the Transaction Negotiation Notice setting forth that Onyx has to conduct a good faith interest due diligence investigation relating to any such New Product and to notify Seller in obtaining a license writing of Buyer's election to the Royalty-Bearing Product that is the subject exercise its First Right of Negotiation ("Notice of Election"). Upon timely delivery of the Out-License Notice of Election by Buyer, the parties shall, for a period of not less than ninety (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** 90) days following ONYX’s receipt of a Summary (the “Exclusivity "Negotiation Period”), ONYX will have an exclusive right to ") negotiate in good faith an exclusivethe terms and conditions of a definitive agreement, royalty-bearing license to which agreement shall contain terms and conditions generally contained in agreements of such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Noticetype. If ONYX (a) does not deliver a Negotiation Notice the parties are unable to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of reach an Out-License to ONYX agreement and execute such definitive agreement during the Exclusivity Negotiation Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX Seller may negotiate and ▇▇▇▇▇ do not mutually agree on the terms of execute an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product agreement with any Third Party, subject third party to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of Commercialize such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated)New Product; provided, however, that ▇▇▇▇▇ for a period of twelve (12) months following the expiration of the Negotiation Period, Seller shall not be entitled (except with the prior written consent of Buyer) enter into an agreement to subsequently grant development or commercialization rights to a Third Party Commercialize such New Product on financial more favorable terms and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ conditions than those last offered in writing to Seller by ONYX or Buyer during the Negotiation Period. In the event that Seller fails to enter into an agreement with a materially broader scope than as set forth in third party to Commercialize such New Product within a period of twelve (12) months following the Transaction Notice. For expiration of the sake Negotiation Period, Seller shall be required to offer Buyer another First Right of clarityNegotiation with respect thereto, an Out-License and the foregoing process shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇be repeated.

Right of First Negotiation. IfDuring the Term and for one year thereafter, ***Somaxon shall notify Partner in writing in the event that Somaxon desires, ▇▇▇▇▇ seeks to grant either alone or with a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-HowThird Party, to develop or commercialize a Third Party pharmaceutical product containing doxepin as the sole active pharmaceutical ingredient and for development and/or commercialization of any Royalty-Bearing Product which a prescription from a Professional is not required in order to dispense, purchase or use such product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction NoticeOTC Product”). If ONYX has a good faith Partner notifies Somaxon in writing within forty-five (45) days after receipt of such notice (the “Evaluation Period”) that Partner is not interested in obtaining rights in and to the OTC Product (such rights, “OTC Product Rights”), or if Partner fails to notify Somaxon of Partner’s interest in evaluating obtaining the OTC Product Rights prior to the expiration of the Evaluation Period, then Somaxon shall have no further obligation to Partner under this Agreement with respect to the applicable OTC Product Rights. If Partner is interested in obtaining the OTC Product Rights, it shall so notify Somaxon in writing prior to the expiration of the Evaluation Period, and upon Somaxon’s receipt of such Outnotice Partner and Somaxon shall promptly commence good-License faith negotiations, for a period of sixty (60) days and such longer period as may be mutually agreed upon by the parties in writing in the event the parties have made material progress in the negotiations (the “Negotiation Period”), regarding the commercially reasonable terms of an agreement pursuant to which Partner shall obtain the OTC Product Rights. If Somaxon and Partner have failed to enter into an agreement for the purpose OTC Product Rights upon the expiration of itself entering the Negotiation Period, then Somaxon shall thereafter have the right to negotiate and enter into an agreement with a Third Party granting the OTC Product Rights to a Third Party. The provisions of this Section 13.1 shall not apply to, and Somaxon shall have no obligation to Partner under this Section 13.1 in respect of, any acquisition of Somaxon by a Third Party, any merger or consolidation with or involving Somaxon, any acquisition by a Third Party of any material portion of the stock of Somaxon, or any acquisition by a Third Party of a material portion of the assets of Somaxon in addition to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License Products (a “Negotiation NoticeMerger Transaction”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation NoticeFor clarity, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in this Section 13.1 shall survive the Transaction Notice. For the sake consummation of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇any Merger Transaction.

Right of First Negotiation. If, ***, ▇▇▇▇▇ seeks to grant a license or a similar transfer Genezen and Purchaser hereby grants Seller an exclusive right of rights, whether or not under first negotiation (the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization “Right of any Royalty-Bearing Product (collectively, an “Out-LicenseFirst Negotiation”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will any proposed Facility Divestiture. Purchaser shall promptly notify ▇▇▇▇▇ within *** days Seller of its receipt of intent to commence a Facility Divestiture (the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt Unless Seller notifies Purchaser in writing that it is interested in acquiring the Facility within [***] ([***]) days of delivery of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary Purchaser shall be deemed free to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary enter into such transaction or arrangement with any Third Party (the “Exclusivity Expiration”). If Seller notifies Purchaser in writing that it is interested in acquiring the Facility prior to the Expiration, the parties shall use commercially reasonable efforts to negotiate, in good faith, and on a non-exclusive basis, the terms of a Facility Divestiture between Seller and Purchaser for a period to expire on the date that is [***] ([***]) days after the delivery of the Negotiation Notice (a “Discussion Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within . After the scope end of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Discussion Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to if Seller and Purchaser ​ have waived its rights under this Section 2.3 (Right of First Negotiation) not reached an agreement with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrarya Facility Divestiture, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will Purchaser shall be free to negotiate an Out-License for such Royalty-Bearing Product enter into a Facility Divestiture with any Third Party, subject Party and Seller’s obligations pursuant to the terms of this Section 2.2.1 7.04 shall terminate in full in all respects (Sublicenses Generally), for a period “Failed Negotiation”) [*** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇].

Right of First Negotiation. If, ***, Tenant shall have a right of first negotiation with respect to approximately 165,000 square feet of rentable area located in that certain building to be constructed by Landlord located at ▇▇▇ ▇▇▇▇▇▇ seeks to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of . (collectively, the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation NoticeSpace”). Promptly after ▇▇▇▇▇’▇ receipt Landlord shall deliver to Tenant notice regarding such Negotiation Space upon the earlier of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary (i) Landlord’s intent to commence construction of the Royalty-Bearing Product Negotiation Space, or (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYXii) Landlord’s receipt of a Summary bona-fide offer to lease all or any portion of the Negotiation Space from a third party, which notice shall state the exact location, configuration and rentable square footage of the Negotiation Space and the date upon which it is expected to become available. Tenant shall have fifteen (15) business days thereafter (the “Exclusivity Negotiation Period”), ONYX will have an exclusive right ) to negotiate in good faith an exclusivewith Landlord and, royalty-bearing license to if Tenant so elects, Landlord shall enter into such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) good faith negotiations with Tenant with respect to such Royalty-Bearing Product the base rent, allowance amounts if any, length of term, and other economic terms (the “Fundamental Terms”) for the Negotiation Space, in each party’s sole and absolute, but solely to good faith, discretion. Until the extent materially consistent with expiration of the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Negotiation Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ Landlord shall not be entitled to subsequently grant development or commercialization rights to execute a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or written lease with a materially broader scope than as third party for the Negotiation Space set forth in the Transaction Noticewritten notice. For If Tenant and Landlord cannot agree on the sake of clarityFundamental Terms within such period, an Out-License shall not then Tenant’s right to expand the Premises to include the grant Negotiation Space shall terminate and Landlord shall be free to lease the Negotiation Space to another tenant, provided that, if Landlord has not entered into any such lease or commenced construction within one hundred eighty (180) days after the expiration of the Negotiation Period, then, prior to entering into any lease of such Negotiation Space or commencing construction of the Negotiation Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.4 (provided that Tenant shall respond to any such “re-offer” within ten (10) business days after delivery of such “re-offer” notice). Subject to the foregoing, to the extent Landlord commences construction or enters into a license lease with a third-party following Landlord and Tenant’s failure to agree upon the Fundamental Terms during the Negotiation Period, then Tenant’s right set forth in this Section 1.4 shall be deemed terminated and of no further force or effect. Neither party shall have the right to have a Service Provider court or other third party determine the Fundamental Terms for the Negotiation Space. If Landlord and Tenant agree on the Fundamental Terms for the Negotiation Space within such time period, then Landlord and Tenant shall promptly execute an amendment to this Lease (or at Landlord’s election, a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇new lease for such Negotiation Space (which new lease shall be on all the terms and conditions of this Lease and include the agreed upon Fundamental Terms)) and, on the later of the date agreed upon in the Fundamental Terms and the date on which the Negotiation Space becomes available, the Premises shall be expanded to include the Negotiation Space. Notwithstanding the foregoing, if Tenant is in default (beyond applicable notice and cure periods) on the date Landlord would be required to give notice to Tenant, Landlord shall have no obligation to provide such notice to negotiate with Tenant regarding the Negotiation Space. Upon the expansion of the Premises, Tenant’s Share shall be increased to reflect the rentable square footage of the Negotiation Space. The term of the lease with respect to the Negotiation Space shall be coterminous with the Lease Term for the Premises.

Right of First Negotiation. If(a) During the ROFN Period, ***if Seller or any of its Affiliates is considering initiating a Divestiture Transaction, ▇▇▇▇▇ seeks to grant a license Seller shall promptly (and before Seller or a similar transfer any of rights, whether its Affiliates or not under the Licensed Patents its or Licensed Know-How, their respective Representatives has (w) directly or indirectly engaged in any negotiations relating to a Divestiture Transaction with a Third Party for development and/or commercialization of Party, (x) knowingly solicited, initiated or proposed to engage in any Royalty-Bearing Product such negotiations, (collectivelyy) entered into or participated into any negotiations to enter into, an “Out-License”)or which negotiations could reasonably be expected to lead to, then ▇▇▇▇▇ will any Divestiture Transaction with a Third Party, or (z) otherwise consummated any Divestiture Transaction with a Third Party) so notify ONYX in advance in writing Buyer, which notice shall describe the assets, rights and provide a non-confidential summary of the Royalty-Bearing Product properties that is are the subject of the proposed licenseDivestiture Transaction (such notice, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction ROFN Notice”). If ONYX has a good faith interest Buyer shall have [***] Business Days from its receipt of such notice to determine whether it will exercise its right of first negotiation set forth in evaluating this Section 5.6(a), by providing written notice of such Out-License for the purpose exercise to Seller within such [***]Business Day period. After exercise of itself entering into an agreement such right of first negotiation, Seller shall negotiate exclusively with Buyer with respect to any such Divestiture Transaction. If Seller and Buyer (or their respective Affiliates) do not enter into a definitive agreement relating to the Out-License, then ONYX will notify ▇▇▇▇▇ within applicable Divestiture Transaction pursuant to Section 5.6(a) on or prior to the date that is [*** *] days of its receipt of after the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that date such notice is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary given by Buyer (the “Exclusivity Negotiation Period”), ONYX will have an exclusive right then Seller, its Affiliates and its and their respective Representatives shall be permitted to negotiate engage in good faith an exclusivenegotiations with a Third Party with respect to, royalty-bearing license and consummate, a Divestiture Transaction that is (i) substantially similar, with respect to structure and the assets, rights and properties that are the subject of such Royalty-Bearing Product from ▇▇▇▇▇ within Divestiture Transaction, to the scope of the transaction proposed Divestiture Transaction described in the ROFN Notice or to any other proposed Divestiture Transaction Notice. If ONYX as to which Buyer and Seller (aand their respective Affiliates and Representatives) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX had bona fide active discussions during the Exclusivity Period, or Negotiation Period (cwhich discussions included pricing terms) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 and (Right of First Negotiationii) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree otherwise on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, more favorable in the aggregateaggregate to Seller or its applicable Affiliate, to ▇▇▇▇▇ as applicable, than those last offered by ONYX Buyer (or its applicable Affiliates, or their respective Representatives) during the Negotiation Period, as applicable, as determined in good faith by the board of directors of Seller after consulting with its outside legal counsel and financial advisors. Notwithstanding the foregoing, nothing in this Section 5.6(a) shall be deemed to prohibit Seller or any of its Affiliates from entering into a materially broader scope than as Divestiture Transaction that does not satisfy the condition set forth in the foregoing clause (i) with such Third Party (an “Alternative ROFN Transaction”) if such Alternative ROFN Transaction Notice. For was proposed by such Third Party during the sake course of claritynegotiations after Seller, an Out-License any of its Affiliates and/or their respective Representatives had proposed in good faith to such Third Party a Divestiture Transaction that satisfied the conditions set forth in the foregoing clauses (i) and (ii); provided that, prior to consummating such Alternative ROFN Transaction or entering into any exclusivity arrangements or other definitive agreements with such Third Party in respect of such Alternative ROFN Transaction, Seller shall have provided reasonable advance notice to Buyer of the proposed Alternative ROFN Transaction (which shall not include be less than 15 Business Days before Seller or any of its Affiliates enter into any binding Contract or arrangement with respect to such Alternative ROFN Transaction), which notice shall describe the grant of material terms and conditions thereof as existing at such time as such notice is provided to Buyer, and Seller shall have provided Buyer the right to participate, on a license to non-exclusive basis, in good faith negotiations with Seller, its Affiliates and its and their respective Representatives regarding such Alternative ROFN Transaction. (b) If Seller or its applicable Affiliates do not consummate a Service Provider Divestiture Transaction or to an Alternative ROFN Transaction with a Third Party distributor selling finished Royalty-Bearing Product purchased in accordance with Section 5.6(a) within a period of [***] days after the end of the Negotiation Period and the ROFN Period has not then ended, each of Seller, its Affiliates and its and their respective Representatives shall immediately cease and cause to be terminated any and all existing negotiations with respect to any Divestiture Transaction, and refrain from ▇▇▇▇▇entering into any further such negotiations or consummating any Divestiture Transactions with a Third Party unless Seller, its Affiliates and its and their respective Representatives first comply in full with each provision of this Section 5.6. (c) The Parties agree that this Section 5.6 expresses the Parties’ interests in commencing discussions regarding a Divestiture Transaction and is not intended to, and does not, create any legally binding obligation on either Party (or any of their respective Affiliates) to agree in principle or enter into a definitive agreement with respect to, or to consummate, a Divestiture Transaction (or any part thereof). (d) Seller understands that a breach of this Section 5.6 by Seller may cause Buyer irreparable harm which may not be adequately compensated by money damages. Accordingly, in the event of an existing breach or threatened breach by Seller of this Section 5.6, Buyer will be entitled to injunctive or other equitable relief to enforce the provisions hereof, without any requirement to post a bond or other security, in addition to such other remedies to which Buyer may be entitled, including the recovery of money damages.

Right of First Negotiation. If, ***during the two (2) year period beginning on the First Commercial Sale of a Licensed Product by Proprius, ▇▇▇▇▇ seeks (i) Proprius desires to grant a divest or sublicense all or substantially all of its business relating to the Licensed Products (whether by sale, license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, otherwise) to a Third Party, or (ii) a Third Party for development and/or commercialization of any Royalty-Bearing Product initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (collectively, an both (1) and (ii) are collectively referred to as a “Out-LicenseBusiness Opportunity”), then ▇▇▇▇▇ Proprius will promptly notify ONYX in advance Prometheus in writing and provide thereof, with such notice containing a non-confidential reasonably complete summary of reasonably available information necessary to evaluate the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated)Business Opportunity; provided, however, that ▇▇▇▇▇ Proprius shall not be entitled obligated to subsequently grant development disclose to Prometheus the identity of any such Third Party, the terms proposed by such Third Party (if confidential) or commercialization rights any other confidential or proprietary information of such Third Party. If Prometheus indicates interest in pursuing the Business Opportunity within [***] business days of Prometheus’ receipt of Proprius’ written notice, the Parties will negotiate in good faith to enter into a definitive agreement. If the Parties are unable to enter into a definitive agreement within [***] days after Proprius’ receipt of Prometheus’ indication of interest, or if Prometheus does not so indicate an interest in pursuing the Business Opportunity within the [***] business day period, Proprius will be free to execute such Business Opportunity with a Third Party provided that Proprius shall not offer the Business Opportunity to a Third Party on financial and commercial terms materially more favorable then those offered to Prometheus or on terms worth less favorable, in the aggregate, to ▇▇▇▇▇ than Proprius then those last offered by ONYX or Prometheus for the Business Opportunity. In no event shall Proprius be obligated to enter into any such transaction with Prometheus. Notwithstanding anything in this Agreement to the contrary, any Business Opportunity entered into by Proprius with a materially broader scope than as Third Party will be subject to Prometheus’ rights under this Agreement, including, without limitation, Prometheus’ right to receive the payments set forth in the Transaction NoticeArticle 5. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇.*** Certain Confidential Information Omitted

Right of First Negotiation. IfAt any time beginning on the Effective Date, ***Celgene will have the right of first negotiation (“ROFN”) with respect to any license, ▇▇▇▇▇ seeks to grant a license sale, assignment, transfer or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization other disposition (“Transfer”) by Tengion of any Royaltymaterial portion of intellectual property (including patents, know-Bearing Product how, trade secrets, trademarks, service marks, and any data in any format) (collectively, “IP”) or other assets related to Tengion's Neo-Urinary Conduit program (an “Out-LicenseNUC Transaction”), then ▇▇▇▇▇ will provided, however, that an NUC Transaction shall not include: (i) the Transfer of (a) IP exclusively related to Tengion development programs other than the Neo-Urinary Conduit and (b) any IP, which may be broadly applicable or useful to multiple product candidates or fields of use (inclusive of Neo-Urinary Conduit), provided, that (A) the transferee party to such Transfer would not compete as a result of such Transfer with the Neo-Urinary Conduit, and such Transfer would not otherwise materially diminish the value of the Neo-Urinary Conduit, and (B) Celgene receives a worldwide, fully paid-up, royalty-free, sublicensable, exclusive license (as to the Neo-Urinary Conduit "field of use") to such IP to the extent that such IP relates to Neo-Urinary Conduit; or (ii) a Change in Control Transaction. Accordingly, before entering into an NUC Transaction with any third party, Tengion shall notify ONYX in advance Celgene in writing that it may pursue such a potential NUC Transaction and Celgene shall have fifteen (15) days from the receipt of such notice (“Notice of Interest Period”) to provide Tengion written notice (“Notice of Interest”) that it desires to enter into good faith negotiations with Tengion regarding an NUC Transaction. If Celgene gives a non-confidential summary timely Notice of Interest, then the Royalty-Bearing Product that is Parties shall negotiate exclusively, reasonably and in good faith concerning the subject terms of the proposed license, as well as the intended scope an NUC Transaction for a period of sixty (i.e., field and territory60) of the Out-License days (a “Transaction NoticeNegotiation Period”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX Celgene (a) gives notice that it does not deliver a Negotiation Notice wish to ▇▇▇▇▇ within the applicable *** day periodpursue an NUC Transaction, (b) does not deliver fails to ▇▇▇▇▇ give a written proposal for the terms timely Notice of an Out-License to ONYX during the Exclusivity PeriodInterest, or (c) declines in writing gives a timely Notice of Interest but the Out-License after review of the Summary, then ONYX shall be deemed Parties fail to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree reach agreement on the terms of an Out-License NUC Transaction or to ONYX within execute a definitive agreement with respect to an NUC Transaction prior to the Exclusivity expiration of the Negotiation Period, ▇▇▇▇▇ will then the ROFN shall expire (the “ROFN Expiration”) and Tengion shall be free free, without any further obligation to negotiate Celgene under this Agreement with respect thereto, to enter into an Out-License for such Royalty-Bearing Product NUC Transaction with any Third Partythird party; provided, subject that, if (A) such third party transaction is, when taken as a whole, materially less favorable to Tengion and its stockholders than the terms last offered to Tengion by Celgene, or (B) the amount of the upfront cash payment provided for in such third party transaction is less than or equal to the terms amount of Section 2.2.1 (Sublicenses Generally)the upfront cash payment last offered by Celgene, then Tengion will provide written notice describing and offering Celgene such NUC Transaction for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** fifteen (and at the end 15) days (after Celgene’s receipt of such *** notice) before entering such NUC Transaction with a third party. If Celgene elects to pursue such NUC Transaction, it shall deliver written notice to Tengion within such fifteen (15) day period, ONYXand the Parties will proceed to negotiate and finalize definitive agreements. For avoidance of doubt, (a) the rights and obligations described in this Section 1 shall apply to any notice of Tengion’s right intent to exclusively negotiate pursue an Out-License NUC Transaction delivered on and after the Effective Date, notwithstanding the fact that the fifteen (15) day and sixty (60) day periods described herein may exceed the same, and (b) preliminary discussions that precede a formal offer or term sheet shall not be restricted by this Section 1. Notwithstanding anything to the contrary, the Parties agree that the ROFN shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall reinstated if Tengion does not be entitled to subsequently grant development or commercialization rights to enter into a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or definitive agreement for an NUC Transaction with a materially broader scope than as set forth in third party within six (6) months after the Transaction Noticethen most-recent ROFN Expiration. For purposes of this Agreement, a Change in Control Transaction shall mean: (1) the sake sale of clarityall or substantially all of the assets of Tengion to an unrelated person or entity, (2) a merger, reorganization, consolidation or similar transaction pursuant to which the holders of Tengion’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, or (3) the sale of all of the stock of Tengion to an Out-License shall not include the grant of a license to a Service Provider unrelated person or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇entity.

Right of First Negotiation. IfNotwithstanding Section 2.2.1, ***, ▇▇▇▇▇ seeks prior to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to entering into negotiations with a Third Party for development and/or a sublicense that includes commercialization rights with respect to a Product [* * *] (excluding customary distribution arrangements entered into in the ordinary course of any Royalty-Bearing Product business by Dicerna) (collectively, an “Out-LicenseProposed Sublicense”), then ▇▇▇▇▇ will notify ONYX in advance in writing Dicerna shall provide || Alnylam with (a) a written notice of the nature of the proposed sublicense with such Third Party, and provide (b) a non-confidential summary of the Royalty-Bearing most recent material clinical data for the relevant Product that is within Dicerna’s possession and control (such notice together with the subject of related information, the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Proposed Sublicense Notice”). If ONYX has Alnylam desires to obtain such commercialization rights with respect to a Product [* * *], Alnylam may notify Dicerna in writing within [* * *] days of Alnylam’s receipt of such Proposed Sublicense Notice (the “Exercise Period”) that it desires to enter into negotiations with respect to such Proposed Sublicense (“Notice of Exercise”). If Alnylam provides a Notice of Exercise to Dicerna in accordance with this Section 2.2.2, then from and after the receipt of the Notice of Exercise by Dicerna and for a continuous period of [* * *] days thereafter, as may be extended by mutual agreement of the Parties (the “Negotiation Period”), the Parties will negotiate with each other with respect to such Proposed Sublicense in good faith interest in evaluating such Out-License for and with the purpose intent of itself entering into an a mutually acceptable definitive, written agreement with respect to the Out-LicenseProposed Sublicense, then ONYX will notify ▇▇▇▇▇ within provided that during the first [* * *** ] days of its receipt (as may be extended by mutual agreement of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject Parties) of the Out-License (a “such Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) Parties will exclusively negotiate with each other with respect to such Royalty-Bearing Product Proposed Sublicense. If (x) Alnylam does not provide a timely Notice of Exercise, or (y) if Alnylam provides a timely Notice of Exercise but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ Parties do not mutually agree on the terms of an Out-License to ONYX enter into a Proposed Sublicense within the Exclusivity Negotiation Period, ▇▇▇▇▇ will be free to then Dicerna may negotiate an Out-License for and enter into the Proposed Sublicense with such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇.

Right of First Negotiation. IfDuring the Purchaser Rights Period: (a) If (i) the Company receives an unsolicited bona fide letter of intent, written indication of interest, term sheet or draft definitive agreement from a Person other than Purchaser or any of its Affiliates (a “Third Party”) that contemplates a Business Transaction which the Board determines warrants engaging in negotiations with the Third Party or which the Company otherwise determines warrants entering into a nondisclosure agreement with such Person or providing confidential information to such Person (an “Unsolicited Proposal”), the Company shall notify the Purchaser in writing of such event [***, ▇▇▇▇▇ seeks *]; or (ii) the Board of Directors authorizes the Company to grant solicit indications of interest from one or more Third Parties relating to any transaction that would constitute a license or a similar transfer of rights, whether or not under Business Transaction (the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-LicenseBoard Authorization”), then ▇▇▇▇▇ will the Company shall notify ONYX in advance the Purchaser in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed licensesuch event [****] (each such notification, as well as the intended scope (i.e., field and territory) of the Out-License (a “Business Transaction Notice”). If ONYX [****]. Following the date of the receipt of the Unsolicited Proposal or Board Authorization, as applicable, and prior to the expiration of the Diligence Period, the Company shall (i) not engage in discussions with any bidders or other Third Parties relating to any transaction that would constitute a Business Transaction (other than the Company’s legal and financial advisors and other representatives who have a reasonable need to access such information in connection with the Business Transaction) or share confidential information regarding the Company with any bidders or other Third Parties (other than the Company’s legal and financial advisors and other representatives who have a reasonable need to access such information in connection with the Business Transaction) in connection with any potential Business Transaction, or enter into or complete any binding agreement, commitment or arrangement with any bidder or other Third Party that would prevent the Company from (A) complying with its obligations hereunder or (B) entering into a definitive agreement for, or consummation of, a Business Transaction with the Purchaser, and (ii) except as required by applicable law, rule, or regulation (including the rules of the principal Trading Market), not make any public announcement regarding any potential Business Transaction (the activities contemplated by the foregoing clause (i) and (ii) constituting “Restricted Activities”). Notwithstanding the foregoing, a written or oral communication by the Company or its representatives with a Third Party who has delivered an Unsolicited Proposal to the Company advising the Third Party of the Company’s obligations under this Agreement, and its intention to comply with such obligations, shall not constitute Restricted Activities. As soon as reasonably practicable after the Company delivers a Business Transaction Notice to the Purchaser, the Company will [****]. During the Diligence Period, the Company shall (y) continue refraining from engaging in Restricted Activities and (z) negotiate a potential Business Transaction in good faith interest on an exclusive basis with the Purchaser, unless such negotiations are terminated early in evaluating such Out-License for writing by the purpose of itself entering into an agreement Purchaser. (b) In addition, unless a Diligence Period shall (A) be continuing or (B) shall have expired with respect to the Out-LicenseCompany’s exploration of a potential Business Transaction in accordance with Section 4.6(a) which process remains ongoing, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of in the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license event the Purchaser delivers to the Royalty-Bearing Product Company a bona fide letter of intent, written indication of interest, term sheet or draft definitive agreement that is contemplates a Business Transaction with the subject of the Out-License Purchaser (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “SummaryPurchaser Proposal”), including material clinical then, on one occasion during the Purchaser Rights Period, during the period commencing on the date of delivery of such Purchaser Proposal and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For [*** days following ONYX’s receipt **] of such Purchaser Proposal, the Company shall (i) refrain from engaging in Restricted Activities and (ii) negotiate a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate potential Business Transaction in good faith on an exclusiveexclusive basis with the Purchaser, royalty-bearing license to unless such Royalty-Bearing Product from ▇▇▇▇▇ within negotiations are terminated early in writing by the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or Purchaser. (c) declines Notwithstanding the foregoing, nothing in writing Section 4.6(a) or 4.6(b) shall obligate the Out-License after review Board to pursue any transaction or otherwise limit the Board’s ability to enter into or decline to enter into any Business Transaction with the Purchaser or, following the termination or expiration of the SummaryDiligence Period and performance by the Company of its obligations set forth in this Agreement, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇.

Right of First Negotiation. If, ***, ▇▇▇▇▇ In the event Purchaser or any of its Affiliates develops a Covered Product in the field of osteoarthritis and seeks to grant enter into a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to commercialization partnership with a Third Party with respect to such Covered Product, then, prior to entering into any negotiations with respect to such partnership with a Third Party, Purchaser shall give written notice to Seller of its desire to enter into a commercialization partnership relationship (the “Notice”) and offer to Seller the right of first negotiation with respect to the commercialization rights for development and/or commercialization of any Royalty-Bearing such Covered Product (collectively, an the “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary Right of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction NoticeFirst Negotiation”). If ONYX has a In the event that Seller elects to exercise its Right of First Negotiation, Seller shall have thirty (30) days (the “Assessment Period”) after receipt of the Notice to so notify Purchaser in writing. Upon receipt of Seller’s notification, Seller and Purchaser will negotiate in good faith interest in evaluating such Out-License for the purpose of itself entering and may enter into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ commercialization rights for such Covered Product (the “Commercialization Agreement”) if the Parties reach agreement on the terms of such Commercialization Agreement within *** sixty (60) days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to (the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation NoticePeriod”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of In the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information event that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived Seller exercises its rights under this Section 2.3 (Right of First Negotiation) , but Seller and Purchaser do not enter into a definitive Commercialization Agreement within the Negotiation Period, or Seller does not exercise its Right of First Negotiation during the Assessment Period, Purchaser shall be free to enter into any commercialization agreement with any Third Party with respect to such Royalty-Bearing the applicable Covered Product (but solely at any time thereafter with no obligation or other liability to Seller with respect to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms Right of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License First Negotiation for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated)this Agreement; provided, however, that ▇▇▇▇▇ the material financial terms of any such commercialization agreement with such Third Party may not be substantially less favorable in the aggregate than the terms offered to Purchaser by Seller, if any. For the purposes of this Section 6.12, Seller shall mean Seller and its Affiliates, including Stryker. For the avoidance of doubt, Seller shall not be entitled prohibited from continuing to subsequently grant development pursue a Commercialization Agreement with Purchaser even if Seller initially does not exercise its Right of First Negotiation or commercialization rights fails to enter into a Third Party on financial and commercial terms materially less favorable, in definitive Commercialization Agreement with Purchaser during the aggregate, to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇Negotiation Period.

Right of First Negotiation. If(a) (Subject to the terms and conditions of this Agreement, Hookipa hereby grants Gilead a right of first negotiation to extend the license grant by Hookipa to Gilead under the Licensed Technology pursuant to Section 3.1(a) to all fields outside of the Field. ​ (b) In the event that Hookipa elects to offer to one (1) or more Third Parties a license or other rights under the Licensed Technology, which license or other rights would include the right to Research, Develop, Manufacture, or Commercialize any Licensed Product in [***], ▇▇▇▇▇ seeks then Hookipa shall provide Gilead with written notice thereof. Gilead may, within [***] days after receipt of such notice, notify Hookipa in writing either that: (i) Gilead is interested in negotiating for such rights; or (ii) Gilead has no such interest and therefore rejects such negotiation opportunity at such time. If Gilead notifies Hookipa within such [***]-day period that Gilead is interested in negotiating with Hookipa for such rights, the Parties shall negotiate in good faith for up to grant a [***] days from such notification by Gilead regarding the terms pursuant to which Hookipa would license or otherwise grant such rights to Gilead. Failure by Gilead to give notice of its interest or lack of interest in negotiating for such rights within the [***]-day period after receipt of the written notice from Hookipa as described in the first sentence of this Section 3.3(b) shall be deemed to constitute a similar transfer waiver by Gilead of its right of first negotiation for such rights. If Gilead waives or otherwise fails to exercise its right of first negotiation for such rights as provided in this Section 3.3, whether or not under if the Licensed Patents Parties fail to agree on the terms pursuant to which Hookipa would license or Licensed Know-Howotherwise grant such rights to Gilead within such [***]-day negotiation period, then Hookipa shall be free to offer such rights to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering enter into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) Third Party with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated)thereto; provided, however, that ▇▇▇▇▇ shall for a period of [***] months following the conclusion of the [***]-day negotiation period, Hookipa may not be entitled to subsequently grant development or commercialization offer such rights to a Third Party on financial and commercial substantive terms materially less favorable, in the aggregate, to ▇▇▇▇▇ which are more favorable than those last offered to Gilead, unless such terms are first offered to Gilead and Gilead either: (x) declines in writing to accept such terms; or (y) fails to accept such terms within [***] days of such offer. Such period of [***] months shall be extended by ONYX or [***] months to [***] months if, within [***] Business Days prior to the end of such [***]-month period, Hookipa provides written notice to Gilead in reasonable detail demonstrating that Hookipa and such Third Party are in active, bona fide negotiations on an agreement for such rights. If Hookipa does not, for any reason, enter into an agreement with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇.with respect to such rights within such [***]-month or, as the case may be, [***]-month period, then Hookipa shall not be permitted to enter into any such agreement without again complying with this Section 3.3. ​

Right of First Negotiation. If, ***during the Copromotion Term for either of the Products, ▇▇▇▇▇ seeks APOTHECON determines that it is interested in entering into an arrangement with an unAffiliated Person (hereinafter "Third Party") to grant sell or out-license the right to sell either of the Products or the right to either of the Trademarks (any such rights being hereafter referred to as a license "Right"), then, provided the Copromotion Term for the product or trademark to be sold or out-licensed is still in effect, APOTHECON shall give WCI a similar transfer right of rights, first negotiation to acquire such Right as follows: (a) APOTHECON shall give written notice to WCI of its interest in selling or out-licensing the Right. WCI shall have [REDACTED] days after receipt of such notice to decide whether or not under the Licensed Patents or Licensed Know-How, it wishes to a Third Party pursue negotiations for development and/or commercialization of any Royalty-Bearing Product (collectively, such an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) arrangement with respect to such Royalty-Bearing Product (but solely Right and to submit a proposal to APOTHECON. In the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence event that WCI declines to the contrary, if ONYX and ▇▇▇▇▇ do pursue negotiations or does not mutually agree on the terms of an Out-License reply to ONYX APOTHECON's notice within the Exclusivity Period[REDACTED] day period, ▇▇▇▇▇ will APOTHECON shall be free to negotiate and enter into an Out-License for arrangement with respect to such Royalty-Bearing Product Right with any a Third Party. (b) In the event that WCI expresses interest in negotiations and submits a preliminary proposal, subject then for an additional [REDACTED] day period, APOTHECON shall conduct negotiations on an exclusive basis with WCI diligently and in good faith to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDreach an arrangement with WCI. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at At the end of such *** [REDACTED] day period, ONYX’s right if the parties have not reached an agreement at such time, WCI shall give APOTHECON a written notice setting forth the final offer by WCI for such an arrangement (the Final Offer). If APOTHECON rejects the Final Offer, it shall thereafter be free to exclusively negotiate and enter into an Outarrangement with respect to such Right with a Third Party as provided in section 15(c). (c) In the event the parties fail to negotiate a written agreement pursuant to Sections 15(b) above within the period provided therein, APOTHECON shall be free to enter into an arrangement for the selling or out-License shall automatically be reinstated)licensing of the Right with a Third Party; provided, however, that ▇▇▇▇▇ for a period of twelve months from the expiration of the [REDACTED] exclusive negotiation period set forth in section 15(b) APOTHECON shall not be entitled to subsequently grant development or commercialization rights to enter into an arrangement with a Third Party with respect to such Right on financial and commercial terms materially less favorable, in favorable to APOTHECON than the aggregate, Final Offer without first reoffering to ▇▇▇▇▇ than those last offered by ONYX or with a materially broader scope than as WCI the opportunity to enter into an arrangement on the terms set forth in the Transaction NoticeFinal Offer. In the event of such a reoffer, WCI shall have [REDACTED] days to advise APOTHECON of its interest in entering into an arrangement on such terms. In the event that WCI expresses interest in such an arrangement on such terms, the parties shall conduct exclusive negotiations and conclude an agreement incorporating such terms within [REDACTED] days thereafter. For purposes of this Section 15(c), WCI acknowledges and agrees that APOTHECON shall have the sake of clarityright, in its sole discretion, to determine whether an Out-License shall not include the grant of a license to a Service Provider or to offer from a Third Party distributor selling finished Royaltythat consists in whole or in part of non-Bearing Product purchased from ▇▇▇▇▇cash compensation is more or less favorable to APOTHECON than the Final Offer.

Right of First Negotiation. IfWith respect to Combination Product(s), Hansoh will promptly notify CaspianTern if any Hansoh Development IP Covering such Combination Product(s) becomes available for license, and hereby grants CaspianTern the first right to negotiate an exclusive, worldwide (excluding the Territory) license to Exploit such [***] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] Combination Product(s). CaspianTern will have [***] from its receipt of such notice to provide Hansoh with a written notice that it desires to enter into good faith negotiations with Hansoh regarding such license; thereafter the Parties shall have [***] (the “RFN Period”) to negotiate exclusively the terms of such license. If CaspianTern (i) gives notice that it does not wish to pursue such license, ▇▇▇▇▇ seeks (ii) fails to grant give a notice of its desire to negotiate such license within the [***] period, or (iii) the Parties fail to reach agreement on the terms of such license within the RFN Period, then CaspianTern’s rights pursuant to this Section 7.1.4 will expire and Hansoh shall be free to enter into a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a transaction with any Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-Licenseapplicable Hansoh Development IP, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth provided that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX if during the Exclusivity PeriodRFN Period CaspianTern submitted an offer in writing, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) Hansoh can only enter into such transaction with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that ▇▇▇▇▇ shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial terms and commercial terms materially less favorable, in the aggregate, conditions no more favorable to ▇▇▇▇▇ such Third Party than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a license to a Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from ▇▇▇▇▇CaspianTern.