Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. (a) If, at any time during the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”).

Right of First Negotiation. (a) If, at any time during the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) with respect ] period following the expiration of the Research Term, subject to mutually agreeable binding financial and without limiting the terms (“Binding Financial Terms”) for of the acquisition by KnightOption Agreement, by license, Constellation wishes to sublicense, outlicense or otherwise, otherwise divest any of the right Constellation Draft Pick Targets, or any compound that is directed to develop or Commercialize a Constellation Draft Pick Target and meets the ROFN Compound Criteria, including, without limitation, any Collaboration Compound and/or Licensed Product in the Territory directed to a Constellation Draft Pick Target (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934provided, AS AMENDED. information provided by Braeburn to Knight pursuant to however, that this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 4.6 shall not apply to activities conducted with Permitted Contractors), it must first provide written notice of that intention to Licensee, which notice will (i) any sale or change of control of Braeburn or any of its Affiliatesidentify the Constellation Draft Pick Target, compound, and/or Licensed Product(s) to which it applies, and (ii) any sale or transfer of all or substantially all include a non-confidential summary describing the status of the assetsresearch or development of the associated program. Genentech or Roche (but not both) (the “Negotiating Party”) shall respond to that written notice within [**] (the “Consideration Period”), business or operations of Braeburn or any either providing notice of its Affiliatesintention to negotiate exclusively as described in this Section 4.6, or all waiving that right; provided, however, that the failure of Genentech or substantially all of the business or operations of Braeburn or any Roche to provide written notice of its Affiliates relating intention to any ROFN Product, or (iii) any license, sublicense or other transfer negotiate exclusively as described in this Section 4.6 shall be deemed a waiver of Braeburn’s its right to develop such negotiation with respect to such Constellation Draft Pick Target, compound or Commercialize Licensed Product(s) and Constellation shall be entitled to enter into an agreement for such Constellation Draft Pick Target, compound or Licensed Product(s) with a ROFN Product that relates Third Party. If, during the Consideration Period, the Negotiating Party gives notice of its intention to negotiate exclusively, Constellation shall negotiate with the Negotiating Party exclusively for a geographic territory that includes period extending not more than [**] after the Territory and at least one other country Negotiating Party’s notice to Constellation hereunder (each of (i)-(iiithe “Negotiation Period”) regarding the terms pursuant to which the Negotiating Party would take rights to such Constellation Draft Pick Target, compound or Licensed Product(s), without limitation, an “Excluded Transaction”)with both Constellation and the Negotiating Party negotiating in good faith.

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (a) If, at any time during the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereofan “Out-License”) to any a Third Party in order for development and/or commercialization of AMG 842 (or, to permit such Third Party the extent Company has de-prioritized AMG 842, the backup Product thereto for which Company is actively seeking to develop or Commercialize the ROFN Product in the Territory fulfill its diligence obligation hereunder pursuant to Section 5.2 (but not including any Excluded TransactionDiligence)), then prior Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to negotiating with any Third Party to license or sublicense evaluate such development or commercialization rightOut-License, Braeburn then Amgen shall first notify Knight Company within [*] days of its intentreceipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Knight Out-License (a copy of “Summary”), including existing material data with respect to the development clinical and commercialization of preclinical data, as well as such ROFN Product other information in BraeburnCompany’s possession and Control not previously provided to Knight and that Amgen may reasonably request, which Summary shall be reasonably sufficient deemed to assess the ROFN Product be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Data PackageExclusivity Period”), and shallAmgen shall have an exclusive right to negotiate an exclusive, unless Knight notifies Braeburn royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing during the ROFN Negotiation Period that it is not interested in acquiring Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights to a particular ROFN Product under this Section 2.3 (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agreeable binding financial agree on the terms (“Binding Financial Terms”) of an Out-License for such Product to Amgen within the acquisition by KnightExclusivity Period, by license, sublicense, or otherwise, of the right Company shall be free to develop or Commercialize the ROFN negotiate an Out-License for such Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a with any Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect subject to the development or commercialization terms of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. Section 2.2 (dSublicenses) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof)2.3.2. For clarity, an Out-License shall not include the rights grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and obligations of Knight and Braeburn under this Section 2.9 2.3 (Right of First Negotiation) shall not apply restrict Company in any manner with respect to such a sublicense. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) any sale a Sale Transaction or change of control of Braeburn or any of its Affiliates, (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 842 (or, to the extent Company has de-prioritized AMG 842, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.3 Upon the completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale or transfer of all or substantially all of the assetsCompany’s assets or business, business or operations Amgen’s rights under this Section 2.3 (Right of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iiiFirst Negotiation) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)shall terminate.

Right of First Negotiation. During the Term of this Agreement, upon ▇▇▇▇▇▇▇▇’s receipt of an unsolicited written offer or invitation to negotiate from an unaffiliated third party (a) Ifother than Medtronic or its Affiliates, at any time during the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory and other than third parties with which Allurion (or any part thereofan Affiliate) to any Third Party in order to permit such Third Party to develop has existing distribution, sales agency, development or Commercialize the ROFN Product in the Territory (but not including any Excluded Transactionsimilar arrangements), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight including a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product Competitive Company (the “Data Package”as defined below), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to for a particular ROFN Product Covered Transaction (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereofas defined below) (a “Third Party Offer”), and Braeburn Allurion shall have no further obligations to Knight regarding provide Medtronic with prompt written notice of receipt of such Third Party Offer (a “Covered Transaction ROFN Product.Notice”) [***]. For purposes of this Agreement, a “Covered Transaction” means: (ci) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization [***] (ii) [***] (iii) [***]. For purposes of this Agreement, [***]. Within [***] following ▇▇▇▇▇▇▇▇’s delivery of a Covered Transaction ROFN Product Notice (the “ROFN Election Period”), Medtronic shall provide Allurion with written notice setting forth that it desires to enter into negotiations for such Covered Transaction with ▇▇▇▇▇▇▇▇. Subject to compliance with the preceding sentence, during the [***] period following ▇▇▇▇▇▇▇▇’s delivery of a Covered Transaction ROFN Notice (the “ROFN Negotiation Period”), ▇▇▇▇▇▇▇▇ agrees to exclusively negotiate in good faith with Medtronic the terms of a definitive written agreement, pursuant to which Allurion and Medtronic (or an affiliate of Medtronic) would enter into such Covered Transaction. Unless otherwise agreed to by Medtronic, during the ROFN Negotiation Period, neither Allurion nor any of its directors, officers, employees, agents or any of their respective representatives shall negotiate or discuss any other offer with, or solicit or accept any other offer from, any third party other than Medtronic regarding any Covered Transaction. If, either (i) as of the expiration of the ROFN Negotiation Period, Allurion and Medtronic have not executed a definitive agreement with respect to such Covered Transaction, or (ii) as of the expiration of the ROFN Election Period, Medtronic fails to deliver to Allurion written notice setting forth that it desires to enter into negotiations for such Covered Transaction as provided above, then Braeburn may [***]. Allurion and any of its directors, officers, employees, agents or any of their respective representatives shall have the right to negotiate the contemplated Covered Transaction that was described in the Covered Transaction ROFN Notice with the third party who made the Third Party Offer. For the avoidance of doubt, (di) Notwithstanding anything contained herein if Allurion receives multiple Third Party Offers for Covered Transactions (or different combinations of Covered Transactions), Medtronic shall have an independent right of first negotiation on the terms described above with respect to each such Third Party Offer; and (ii) nothing in this Section shall operate to limit Medtronic’s rights under this Agreement. Medtronic acknowledges that, as of the contraryEffective Date, it is agreed and acknowledged Allurion (or an Affiliate) has arrangements with third parties that the rights and obligations of Knight and Braeburn would constitute a Covered Transaction under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect 2.3. Notwithstanding anything to the ROFN Product contrary in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 2.3, Allurion (and any Affiliate) shall not apply have the right to (i) any sale or change of control of Braeburn or any of its Affiliatescontinue and maintain such arrangement(s) with such third parties, and (ii) any sale or transfer of all or substantially all of sell directly anywhere outside the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)Pilot Countries.

Right of First Negotiation. (a) If, at any time during Commencing on the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a Effective Date and continuing until the [***] anniversary thereof (the “ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded TransactionPeriod”), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first Paragon will promptly notify Knight of its intent, provide to Knight Oruka in writing if (i) Paragon has developed a copy of material data descriptive research plan with respect to the development and commercialization Development of such ROFN Product a Multispecific Antibody or a plan to license or grant rights in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights a Multispecific Antibody to a particular ROFN Product Third Party, or (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for ii) Paragon enters into [***]) ] negotiations pursuant to an offer to or from any Third Party relating to the foregoing. Together with such notice, Paragon will provide to Oruka all material information and research plans developed by Paragon with respect to mutually agreeable binding financial terms such Multispecific Antibody (the “Binding Financial TermsROFN Information”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). Oruka will have [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934] days from receipt of the ROFN Information to deliver a written notice to Paragon of ▇▇▇▇▇’s desire to engage in negotiations for an agreement concerning the Development, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information or exclusive license or grant of Braeburnrights to, such Multispecific Antibody. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN ProductOruka does not provide such written notice to Paragon of its interest to engage in such negotiations within such [***] day period, then Braeburn may subsequently offer (i) Paragon shall be free to enter into an agreement with a Third Party, Party with respect to the grant of a license or solicit offers from Third Parties forother rights to such Multispecific Antibody and corresponding Multispecific Products without further obligation to Oruka under this Section 2.7, and take (ii) Oruka’s license under Section 2.1(b) shall automatically exclude any action in furtherance right to Develop, Manufacture, Commercialize or otherwise exploit the identical Multispecific Antibodies Developed by or on behalf of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), Paragon and Braeburn shall have no further obligations to Knight regarding such ROFN Productcorresponding Multispecific Products. (c) If Knight Oruka does not provide a Knight Waiver Notice and Paragon such written notice within such [***] day period, the Parties do not sign will negotiate [***] on an exclusive basis for a letter related period of up to [***] months from the Binding Financial Terms with respect date of Oruka’s notice (“ROFN Negotiation Period”), an agreement for the Development, or exclusive license or grant of rights to, such Multispecific Antibody and corresponding Multispecific Products. Prior to the development or commercialization of a ROFN Product and during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein Paragon shall not enter into an agreement with respect to such Multispecific Antibody with any Third Party that will prevent Paragon from entering into an agreement with Oruka for the contraryDevelopment, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop exclusive license or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights to, such Multispecific Antibody and corresponding Multispecific Products. Unless and until the Parties have entered into an agreement with respect to such Multispecific Antibody and corresponding Multispecific Products, Oruka shall have no rights or license with respect to such Multispecific Antibody and corresponding Multispecific Products except as otherwise expressly provided in Section 2.1. In the event that the Parties have not entered into an agreement with respect to such Multispecific Antibody and corresponding Multispecific Products prior to the expiration of the ROFN Negotiation Period, then (i) Paragon shall be free to enter into an agreement with a Third Party with respect to the ROFN Product in any grant of a license or other country or jurisdiction (or any part thereof). For clarity, the rights to such Multispecific Antibody and obligations of Knight and Braeburn corresponding Multispecific Products without further obligation to Oruka under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates2.7, and (ii) Oruka’s license under Section 2.1(b) shall automatically exclude any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop Develop, Manufacture, Commercialize or Commercialize a ROFN Product that relates to a geographic territory that includes otherwise exploit the Territory identical Multispecific Antibodies Developed by or on behalf of Paragon and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)corresponding Multispecific Products.

Right of First Negotiation. (a) If, at any time during the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]a period commencing upon the date Knight receives the Data Package from Braeburn and expiring forty-five (45) days thereafter (the “ROFN Negotiation Period”) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]The Parties agree and acknowledge that such commercially reasonable terms and conditions may be substantially different from the terms and conditions of this Agreement. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”); provided, that Braeburn may not accept or enter into any agreement with any Third Party with respect to a Third Party Offer (a “Third Party Transaction”) without first (i) notifying Knight in writing of any proposed Third Party Transaction, which notice shall include, in reasonable detail, the material terms and conditions thereof (a “Third Party Transaction Notice”), and (ii) providing Knight a period of five (5) Business Days to propose, in reasonable detail, terms and conditions for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize such ROFN Product in the Territory that are, as a, at least favorable to Braeburn as the proposed Third Party Transaction (a “Knight Offer”). In the event Knight delivers a Knight Offer within such five (5) Business Day period, Braeburn shall negotiate in good faith with Knight for a period of not less than ten (10) Business Days with respect to the Knight Offer, and during such period Braeburn may not enter into a Third Party Transaction unless Knight withdraws the Knight Offer. If Knight withdraws the Knight Offer or the Parties do not enter into a written agreement with respect to the Knight Offer within such ten (10) Business Day period, then Braeburn shall be free to enter into such Third Party Transaction, or any other transaction involving Braeburn’s rights to develop or Commercialize the ROFN Product in the Territory and Braeburn shall have no obligation to provide Knight any further opportunity to offer a new proposal for the acquisition by Knight of the ROFN product. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”).

Right of First Negotiation. 2.5.1 At any time prior to the first Phase 3 study initiation with respect to a Licensed Product (athe “ROFN Period”), Sionna shall not (and shall cause its Affiliates not to) Ifgrant to any Third Party any license or sublicense to Commercialize such Licensed Product in the Field in the Territory (each, a “Commercial License Transaction”) unless and until it has first complied with the terms of Section 2.5.2. 2.5.2 If at any time during the TermROFN Period, Braeburn or any of its Affiliates intends ▇▇▇▇▇▇ wishes to license or sublicense its right proceed with a Commercial License Transaction for a Licensed Product, Sionna shall promptly notify AbbVie in writing that it wishes to develop or Commercialize a ROFN Product in pursue such Commercial License Transaction and AbbVie shall have [***] days from the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization receipt of such ROFN Product in Braeburn’s possession and Control not previously provided notice to Knight and that shall be reasonably sufficient to assess the ROFN Product provide ▇▇▇▇▇▇ written notice (the “Data PackageNotice of Interest”) that it wishes to enter into good faith negotiations with ▇▇▇▇▇▇ regarding such Commercial License Transaction and an initial proposal of its terms for such license or sublicense. If AbbVie provides a Notice of Interest within such [***] day period, the Parties shall negotiate exclusively, reasonably and in good faith concerning the terms that shall apply to such Commercial License Transaction between Sionna and AbbVie for a period of [***] days (the “Negotiation Period”), and shall, unless Knight notifies Braeburn in writing . If AbbVie (a) gives notice that it does not wish to pursue a Commercial License Transaction (including providing notice during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”terminating negotiations), negotiate solely and in good faith with Knight for (b) fails to give a timely Notice of Interest within the [***]] day period, or (c) gives a timely Notice of Interest but the Parties fail to reach agreement on the terms of a Commercial License Transaction or to execute a definitive agreement with respect to mutually agreeable binding financial terms a Commercial License Transaction prior to the expiration of the Negotiation Period, in each case (“Binding Financial Terms”) a)-(c), then the right of first negotiation as described herein shall expire with respect to all Licensed Products and Sionna shall be free to enter into a Commercial License Transaction for the acquisition by Knight, by license, sublicense, or otherwise, of such Licensed Product and any other Licensed Product with any Third Party. AbbVie shall have the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof)terminate negotiations for a Commercial License Transaction at any time. [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its AbbVie’s rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 2.5 (i) shall apply only to potential licenses or sublicenses terminate in their entirety upon a Change of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory Control of Sionna and (or any part thereofii) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale transaction that would result in a Change of Control of Sionna, any agreement with any Third Party service providers providing services for or change on behalf of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn Sionna or any of its Affiliates, or all any agreement between any not-for-profit, government or substantially all academic entity and Sionna for Development of the business or operations Licensed Products. 2.5.3 If AbbVie provides a Notice of Braeburn or any of its Affiliates relating Interest, AbbVie shall have no more than one (1) opportunity to negotiate an agreement with respect to a Commercial License Transaction with respect to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)all Licensed Products.

Right of First Negotiation. 2.1 Myovant is currently considering an initial public offering of its common shares (the “IPO”). Notwithstanding anything contained herein or otherwise to the contrary, neither Myovant nor Pfizer is under any obligation to sell or purchase, respectively, any securities in connection with the IPO. However, if Pfizer purchases at least $30 million of Myovant’s common shares in the IPO or in a concurrent private placement (the “Share Purchase”, and the number shares purchased thereby, the “Purchased Shares”), then effective upon the closing of the Share Purchase and Myovant’s receipt of an executed lock-up agreement from Pfizer in the form attached as Exhibit A hereto, Myovant hereby grants to Pfizer during the ROFN Period (as defined below) an exclusive right of first negotiation with respect to any Covered Transaction (the “ROFN”), as follows: (a) If, at any time during the Term, Braeburn or any of its Affiliates If Myovant intends to license or sublicense its right pursue a Covered Transaction, then Myovant will notify Pfizer in writing thereof. Within ten (10) business days of Pfizer’s receipt of Myovant’s notice (the “Response Period”), Pfizer will notify Myovant in writing whether Pfizer wishes to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize exercise the ROFN Product in for such Covered Transaction. If Myovant does not receive written notice from Pfizer within the Territory (but not including any Excluded Response Period stating that Pfizer wishes to exercise the ROFN for such Covered Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn the ROFN shall first notify Knight of its intent, provide to Knight a copy of material data expire with respect to the development such Covered Transaction and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided Myovant shall have no further obligations to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) Pfizer with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for such Covered Transaction or, to the acquisition by Knightextent related to such Covered Transaction, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereofCovered Product(s). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a Myovant does receive written notice from Pfizer within the Response Period stating that Pfizer wishes to exercise the ROFN Productfor such Covered Transaction, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance for forty-five (45) days following Myovant’s receipt of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory notice (or any part thereofsuch longer period as the Parties may agree in writing) (a the “Third Party OfferNegotiation Period”), the Parties shall engage in exclusive, good faith negotiations regarding the commercially reasonable terms for such Covered Transaction. Neither Party shall be obligated to enter into any definitive agreement for such Covered Transaction except on such terms as are acceptable to such Party in its sole and Braeburn absolute discretion. If the Parties have not executed a definitive binding agreement for such Covered Transaction by the end of the Negotiation Period, then the ROFN shall expire with respect to such Covered Transaction and Myovant shall have no further obligations to Knight regarding Pfizer with respect to such ROFN ProductCovered Transaction or, to the extent related to such Covered Transaction, the Covered Product(s). 2.2 The “ROFN Period” means the period commencing on the closing of the IPO which includes the Share Purchase by Pfizer and expiring upon the earlier of (a) the third (3rd) anniversary of the closing of the IPO, (b) the date that Pfizer (together with its Affiliates) ceases to hold at least 51% of the Purchased Shares, (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization Change of a ROFN Product during the ROFN Negotiation PeriodControl, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer disposition of all or substantially all of the assets, business or operations assets of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN ProductMyovant taken as whole, or (iiie) any license, sublicense the liquidation or other transfer dissolution of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)Myovant.

Right of First Negotiation. FOUNDATION grants LICENSEE, to the extent not granted under another section or paragraph of this Agreement, a right of first negotiation with respect to any Improvement. LICENSEE shall have an exclusive right to negotiate an agreement with FOUNDATION for any such Improvement for a ******************************************************* to LICENSEE or Reduction to Practice of the invention that comprises the Improvement, whichever is later. FOUNDATION will negotiate in good faith such an agreement with LICENSEE during this period. OTHER ----- LICENSEE agrees that it will not use the indicia or names FOUNDATION or of Cornell University or any of their personnel in advertising, promotion, or labeling of Licensed Products without prior written approval of the FOUNDATION. Such approval shall not be unreasonably withheld by FOUNDATION. It is understood, however, that LICENSEE shall be free to disclose the terms and conditions of this Agreement to any third parties including potential investors. FOUNDATION makes no representations other than those specified in the WHEREAS clauses. FOUNDATION MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FOUNDATION by this Agreement makes no representation as to the patentability and/or breadth of the inventions and/or discoveries involved in a Licensed Patent. FOUNDATION by this Agreement makes no representation as to patents now held or which will be held by others in the field of the Licensed Products for a particular purpose. LICENSEE agrees to defend, indemnify and hold FOUNDATION harmless from and against all liability, demands, damages, expenses or losses for death, personal injury, illness or property damage arising (a) If, at any time during the Term, Braeburn out of use by LICENSEE or any its sublicensees of its Affiliates intends to license inventions licensed or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicenseinformation furnished under this Agreement, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Productout of any use, then Braeburn may subsequently offer a Third Partysale or other disposition by LICENSEE or its sublicensees of products made by use of such inventions or information. As used in this clause, or solicit offers from Third Parties forFOUNDATION includes its Trustees, Officers, Agents and Employees, and take any action in furtherance those of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”)Cornell University, and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of "LICENSEE" includes its Affiliates, (ii) any sale or transfer of all or substantially all Subsidiaries, Contractors and Sub-Contractors. This Agreement shall be interpreted under the Laws of the assetsState of New York. Reports, business or operations of Braeburn or any of its Affiliates, or all or substantially all of notices and other communications to the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”).FOUNDATION shall be addressed to:

Right of First Negotiation. (a) If5.4.1 Subject to Section 5.5, at any time if during the Term, Braeburn or any period starting on the Effective Date and ending on the date that is [***] days following the delivery to Amgen of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data Successful Phase II Study Results with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the a ROFN Product (the “Data PackageROFN Period”), and shallRBNC (i) elects to sell, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring transfer, license or divest its rights to a particular develop or commercialize such ROFN Product to a Third Party, or (ii) receives a bona fide term sheet from a Third Party for rights to develop or commercialize such ROFN Product, and RBNC has decided to respond to such term sheet (each of (i) and (ii), a “Knight Waiver ROFN Trigger”), then within [***] days of such election or receipt, RBNC will provide AMGEN with a confidential written notice thereof (“ROFN Trigger Notice”), negotiate solely referencing whether such ROFN Trigger falls within subsection (i) or (ii), identifying the ROFN Product that is the subject of such ROFN Trigger, and in good faith with Knight for (a) if subsection (i) applies, summarizing [***]] or (b) with respect to mutually agreeable binding financial terms if subsection (“Binding Financial Terms”ii) for the acquisition by Knightapplies, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). summarizing [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “If subsection (ii) applies, RBNC shall not engage with or provide a responsive term sheet draft to such Third Party unless Amgen declines the opportunity to negotiate with RBNC pursuant to this Section 5.4 or fails to provide an Amgen ROFN Election Notice for such ROFN Product in response to the relevant ROFN Trigger Notice, or Amgen and RBNC do not enter into an agreement with respect to such ROFN Product prior to expiration of the ROFN Negotiation Exclusivity Period for such ROFN Product after Amgen provides a timely Amgen ROFN Election Notice for such ROFN Product. Notwithstanding the foregoing, if Amgen had exercised its Option with respect to such ROFN Product under Section 5.3, but the Parties did not enter into an agreement pursuant to Section 5.3 with respect to such ROFN Product, then [***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein 5.4.2 If Amgen desires to the contrary, negotiate an arrangement pursuant to which it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights would enter into an agreement with respect to RBNC for the ROFN Product that is the subject of a ROFN Trigger Notice, Amgen must notify RBNC in any other country or jurisdiction writing thereof (or any part thereofthe “Amgen ROFN Election Notice”) within [***] days of Amgen’s receipt of the ROFN Trigger Notice (“Notice Period”). For [***] days following ▇▇▇▇▇’s timely delivery of the Amgen ROFN Election Notice or such longer time as the Parties may mutually agree in writing (the “ROFN Negotiation Exclusivity Period”), Amgen will have an exclusive right to negotiate such a transaction. During the ROFN Negotiation Exclusivity Period, RBNC shall negotiate exclusively with Amgen in good faith to reach agreement for such transaction between the Parties. 5.4.3 On a ROFN Product-by-ROFN Product basis, Amgen’s rights under Sections 5.4.1-5.4.2 will terminate (and RBNC will have no further obligations to Amgen under Sections 5.4.1-5.4.2, and for clarity, RBNC will be free to offer, negotiate and execute a Third Party Transaction for such ROFN Product), upon the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply earliest of: (a) Amgen declining the opportunity to (i) any sale negotiate or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of failing to provide an Amgen ROFN Election Notice to RBNC during the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any Notice Period for such ROFN Product, or (iiib) if Amgen provides a timely Amgen ROFN Election Notice, the expiration of the ROFN Negotiation Exclusivity Period for such ROFN Product without the Parties consummating such transaction, [***]. If [***]. Amgen’s rights and RBNC’s obligations under Sections 5.4.1-5.4.2 will expire in their entirety with respect to any licenseROFN Product upon the expiration of the ROFN Period for such ROFN Product, [***]. 5.4.4 For the sake of clarity, the foregoing provisions shall not apply to the grant of a sublicense to a contract manufacturer or a contract research organization or other transfer Third Party contractor solely for the purpose of Braeburn’s right to develop manufacturing, developing or Commercialize researching a ROFN Product for RBNC. 5.4.5 If RBNC undergoes a Change of Control (but excluding any Change of Control resulting from an IPO) during the ROFN Period, then RBNC shall notify Amgen in writing thereof, and notwithstanding anything to the contrary in this Agreement, Amgen will not have any rights, and RBNC will not have any obligations to Amgen, under this Section 5.4 following the closing of such transaction. For clarity, ▇▇▇▇▇’s rights under this Section 5.4 shall not apply to any Change of Control transaction that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)RBNC may consider or execute.

Right of First Negotiation. (a) If, at any time during within 24 months following the TermClosing Date, Braeburn (i) Buyer determines that it desires to engage in a Sale Transaction (other than a result of or in response to an unsolicited bona fide offer to engage in a Sale Transaction) and (ii) at the time of such determination, all or substantially all of the assets and business of the Company continue to be held and operated by the Buyer as a stand-alone operation and not integrated with the businesses or assets owned or operated prior to the Closing by Yell Group Ltd. or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction)Subsidiaries, then prior to negotiating engaging in any negotiations with any Third Party to license or sublicense third party for a Sale Transaction with such development or commercialization rightthird party, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect the Buyer will deliver written notice (the "Sale Transaction Determination Notice") to the development and commercialization Seller of such ROFN Product determination. If, within five business days following the date of delivery of the Sale Transaction Determination Notice, the Seller delivers written notice to the Buyer that the Seller desires to negotiate with the Buyer regarding a possible Sale Transaction, then the Buyer and the Seller agree to promptly make available their appropriate representatives to engage in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess such negotiations. In such event, the ROFN Product Buyer will not, for a period of ten business days following the date of delivery of the notice from Seller described in the immediately preceding sentence (the “Data Package”"Exclusive Negotiation Period"), and shall, unless Knight notifies Braeburn engage in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to any negotiations with any third party for a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of BraeburnSale Transaction. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance Notwithstanding the provisions of (including providing information, participating in discussions, and/or engaging advisors or agentsSection 4.9(a), (i) neither the Buyer nor the Seller is obligated to agree to or enter into any Sale Transaction with the other party and (ii) the Buyer will not be prohibited from agreeing to or entering into a licenseSale Transaction with a third party following the expiration of the Exclusive Negotiation Period, sublicense regardless of whether the terms of such Sale Transaction with such third party are more favorable to the Buyer, less favorable to the Buyer or other transfer of its rights to develop the same as any terms offered by the Seller or Commercialize such ROFN Product in discussed by the Territory (or any part thereof) (a “Third Party Offer”), Buyer and Braeburn shall have no further obligations to Knight regarding such ROFN Productthe Seller during the Exclusive Negotiation Period. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization For purposes of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize 4.9, a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to "Sale Transaction" is (i) any sale (whether in one or change a series of control of Braeburn or any of its Affiliates, (iirelated transactions) any sale or transfer of all or substantially all of the assetsassets of the Company and its Subsidiaries, business taken as a whole, other than any such sale to an Excluded Purchaser (as defined below), (ii) any sale of 50% or operations more of Braeburn the capital stock of the Company, other than any such sale to an Excluded Purchaser or (iii) any merger, consolidation or similar transaction (other than a transaction that also involves other businesses owned or operated by Yell Group Ltd. or any of its Affiliates, Subsidiaries) that results in any Person or all group of affiliated persons (other than any Excluded Purchaser) owning a majority of the capital stock of the Company or substantially all of the business or operations assets of Braeburn or the Company and its Subsidiaries, taken as a whole; provided, however, that neither a public offering of capital stock of the Company nor any transaction occurring at any time following any such public offering shall constitute a Sale Transaction. For purposes of its Affiliates relating to this Section 4.9, an "Excluded Purchaser" means (A) Yell Group Ltd., (B) any ROFN ProductSubsidiary of Yell Group Ltd., or (iiiC) any license, sublicense direct or other transfer indirect holder of Braeburn’s right to develop more than 25% of the equity interest of Yell Group Ltd. (or Commercialize a ROFN Product that relates to a geographic territory that includes any entity under the Territory and at least one other country (each direct or indirect control of (i)-(iii), without limitation, an “Excluded Transaction”any such holder).

Right of First Negotiation. (aA) IfIn the event that Reliant develops a new invention that is a patentable improvement or that involves Reliant Know-How and, at any time during in either case, is either directly on the TermExclusive Products or substantially related to the Exclusive Products, Braeburn or any of its Affiliates intends and Reliant desires to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) such technology to any Third Party in order to permit such Third Party to develop one or Commercialize the ROFN Product in the Territory more third parties (but not including any Excluded Transactioneach, a "RELIANT INVENTION"), then prior to negotiating Reliant shall provide SLT with any Third Party to license or sublicense such development or commercialization right, Braeburn shall written notice thereof and hereby grants SLT the first notify Knight right of its intent, provide to Knight a copy of material data negotiation with respect to the development and commercialization each such Reliant Invention. With respect to each such Reliant Invention, SLT shall within thirty (30) days after receipt of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn notice notify Reliant in writing during the ROFN Negotiation Period either that it (i) SLT is not interested in acquiring rights negotiating to enter into a commercial license therefor, or (ii) SLT has no interest in such Reliant Invention and therefore rejects such right of negotiation with respect thereto. If SLT notifies Reliant within thirty (30) days that SLT desires to negotiate to enter into a commercial license with respect to a particular ROFN Product (a “Knight Waiver Notice”)Reliant Invention, the parties shall negotiate solely and in good faith with Knight for [***]up to sixty (60) days after such notification regarding the terms pursuant to which Reliant would license such Reliant Invention to SLT. Failure by SLT to give notice of its interest or lack of interest in negotiating for such rights with respect to mutually agreeable binding financial terms a Reliant Invention within thirty (“Binding Financial Terms”30) for the acquisition by Knight, by license, sublicense, or otherwise, days after receipt of the right to develop or Commercialize the ROFN Product written notice from Reliant as described in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to first sentence of this Section 2.9 shall be deemed to constitute Confidential Information a waiver by SLT of Braeburn. its right of first negotiation with respect to such Reliant Invention. In addition, failure of the parties to agree on the terms of a commercial license within such sixty (b60) day negotiation period shall be deemed to constitute rejection by SLT of such right of negotiation with respect to such Reliant Invention. If Knight delivers SLT waives or otherwise fails to exercise its right of first negotiation with respect to any such Reliant Invention, or if the parties fail to agree on the terms of a Knight Waiver Notice regarding a ROFN Productcommercial license within such sixty (60) day negotiation period, then Braeburn may subsequently offer Reliant shall be free to negotiate and/or enter into a Third Party, or solicit offers from Third Parties license arrangement with any third party with respect to such Reliant Invention on terms not more favorable than the terms SLT negotiated for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn SLT shall have no further obligations rights with respect thereto; provided, however, that Reliant shall not enter into any such arrangement with any third party prior to Knight regarding the date that is eighteen (18) months after the Effective Date, and if Reliant enters into such ROFN Product. an arrangement after such date, and if the product that incorporates the applicable Reliant Invention competes with the Exclusive Products in the surgical or veterinary market, then (ci) If Knight does not provide a Knight Waiver Notice the royalty rate set forth in Section 3.4 below shall be reduced from five percent (5%) to two and one-half percent (2.5%), (ii) SLT's obligation to make the minimum payments to be made in years four and five of this Agreement as set forth in Section 3.4 shall terminate, (iii) and the Parties do not sign a letter related the Binding Financial Terms exclusivity granted in Section 2.4 shall terminate with respect to those claims of the development Reliant Patent Rights, if any, covering the Reliant Invention. In the event that this Agreement is assigned or commercialization of a ROFN Product during the ROFN Negotiation Periodotherwise transferred pursuant to Section 12.5(ii), then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations right of Knight and Braeburn first negotiation under this Section 2.9 shall apply only to potential licenses be thereupon automatically rescinded. (B) If at any time Reliant or sublicenses of Braeburn’s right to develop or Commercialize its assignee, and not its licensee, introduces a ROFN Product product that incorporates a Reliant Invention that competes with Exclusive Products in the Territory (surgical or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarityveterinary market, the rights and obligations of Knight and Braeburn under this Section 2.9 then Reliant shall not apply be obliged to offer such product to SLT under the right of first negotiation described in Section 2.9(a); provided, however, that: (i) any sale or change of control of Braeburn or any of its Affiliatesthe royalty rate set forth in Section 3.4 below shall be reduced from five percent (5%) to two and one-half percent, (ii) any sale or transfer SLT's obligation to make the minimum payments to be made in years four and five of all or substantially all of the assetsthis Agreement as set forth in Section 3.4 shall terminate, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any licenseand the exclusivity granted in Section 2.4 shall terminate with respect to those claims of the Reliant Patent Rights, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes if any, covering the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)applicable Reliant Invention.

Right of First Negotiation. (a) If, at any time during Commencing on the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a Effective Date and continuing until the [***] anniversary thereof (the “ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded TransactionPeriod”), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first Paragon will promptly notify Knight of its intent, provide to Knight Spyre in writing if (i) Paragon has developed a copy of material data descriptive research plan with respect to the development Development of a Multispecific Antibody or a plan to license or grant rights in a Multispecific Antibody to a Third Party, or (ii) Paragon 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 Spyre all material information and commercialization of research plans developed by Paragon with respect to such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product Multispecific Antibody (the “Data PackageROFN Information”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for . Spyre will have [***]) with respect ] days from receipt of the ROFN Information to mutually agreeable binding financial terms (“Binding Financial Terms”) deliver a written notice to Paragon of Spyre’s desire to engage in negotiations for an agreement concerning the acquisition by Knight, by license, sublicenseDevelopment, or otherwiseexclusive license or grant of rights to, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburnsuch Multispecific Antibody. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN ProductSpyre does not provide such written notice to Paragon of its interest to engage in such negotiations within such [***] day period, then Braeburn may subsequently offer (i) Paragon shall be free to enter into an agreement with a Third Party, Party with respect to the grant of a license or solicit offers from Third Parties forother rights to such Multispecific Antibody and corresponding Multispecific Products without further obligation to Spyre under this Section 2.7, and take (ii) Spyre’s license under Section 2.1(b) shall automatically exclude any action in furtherance right to Develop, Manufacture, Commercialize or otherwise exploit the identical Multispecific Antibodies Developed by or on behalf of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), Paragon and Braeburn shall have no further obligations to Knight regarding such ROFN Productcorresponding Multispecific Products. (c) If Knight Spyre does not provide a Knight Waiver Notice and Paragon such written notice within such [***] day period, the Parties do not sign will negotiate [***] on an exclusive basis for a letter related period of up to [***] months from the Binding Financial Terms with respect date of Spyre’s notice (“ROFN Negotiation Period”), an agreement for the Development, or exclusive license or grant of rights to, such Multispecific Antibody and corresponding Multispecific Products. Prior to the development or commercialization of a ROFN Product and during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein Paragon shall not enter into an agreement with respect to such Multispecific Antibody with any Third Party that will prevent Paragon from entering into an agreement with Spyre for the contraryDevelopment, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop exclusive license or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights to, such Multispecific Antibody and corresponding Multispecific Products. Unless and until the Parties have entered into an agreement with respect to such Multispecific Antibody and corresponding Multispecific Products, Spyre shall have no rights or license with respect to such Multispecific Antibody and corresponding Multispecific Products except as otherwise expressly provided in Section 2.1. In the event that the Parties have not entered into an agreement with respect to such Multispecific Antibody and corresponding Multispecific Products prior to the expiration of the ROFN Negotiation Period, then (i) Paragon shall be free to enter into an agreement with a Third Party with respect to the ROFN Product in any grant of a license or other country or jurisdiction (or any part thereof). For clarity, the rights to such Multispecific Antibody and obligations of Knight and Braeburn corresponding Multispecific Products without further obligation to Spyre under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates2.7, and (ii) Spyre’s license under Section 2.1(b) shall automatically exclude any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop Develop, Manufacture, Commercialize or Commercialize a ROFN Product that relates to a geographic territory that includes otherwise exploit the Territory identical Multispecific Antibodies Developed by or on behalf of Paragon and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)corresponding Multispecific Products.

Right of First Negotiation. 8.1 For a period commencing on the Effective Data and terminating upon the earlier of (a) Ifthe [***] anniversary of an initial closing set forth in the Stock Purchase Agreement of the same date hereof between Maruho, Upstream and other investors on share purchase of Upstream; or (b) the occurrence of a merger and acquisition of Upstream by a third party, neither Upstream nor its Affiliates shall enter into any agreement with a third party (or engage in negotiations thereof), directly or indirectly (whether by contract, at law or otherwise), to sell, assign or otherwise transfer any time during or all of Upstream’s asset relating to the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part event of an actual liquidation of Upstream, except deemed liquidation events such as a merger and acquisition by third parties, without first giving to Maruho express written notice thereof) , and Upstream hereby grants to any Third Party Maruho the right to first negotiate to purchase all such asset of Upstream in order such event. If, within [***] after receipt of such written notice from Upstream, ▇▇▇▇▇▇ gives written notice to permit Maruho of its exercise of such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction)right of first negotiation, then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn the parties shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight faith, for a period not to exceed [***]) with respect , and attempt to reach mutual agreement regarding terms and conditions of a mutually agreeable binding financial terms (“Binding Financial Terms”) for acceptable agreement to sell, assign or otherwise transfer such asset relating to the acquisition by Knight, by license, sublicenseProduct. If Maruho fails to timely give Upstream written notice of its exercise of such right of first negotiation, or otherwiseif the parties fail to timely reach mutual agreement and enter into a written agreement to sell, assign or otherwise transfer such rights under this Agreement prior to the expiration of such [***] period, thereafter Upstream shall have the right to develop reach mutual agreement and enter into an agreement with any third party to sell, assign or Commercialize otherwise transfer such rights under this Agreement, provided that the ROFN Product terms and conditions of such agreement are not more favorable to such third party than the terms and conditions last offered by ▇▇▇▇▇▇ to Upstream (taken as a whole). Any purported sale, assignment or other transfer in violation of this Section 8 shall be void. 8.2 For a period commencing on the Territory Effective Date and terminating upon the earlier of (a) the [***] anniversary of the Effective Date; or (b) the occurrence of Change of Control, neither Maruho nor its Affiliates shall enter into any agreement with a third party (or the applicable part engage in negotiations thereof), directly or indirectly (whether by contract, at law or otherwise), to sell, assign, sublicense or otherwise transfer any or all of Maruho’s rights under this Agreement without first giving to Upstream express written notice thereof, and ▇▇▇▇▇▇ hereby grants to Upstream the first right to negotiate with Maruho to enter into an agreement to acquire such rights. If, within [***] after receipt of such written notice from ▇▇▇▇▇▇, Upstream gives written notice to Maruho of its exercise of such right of first negotiation, then the parties shall negotiate in good faith, for a period not to exceed [***], and attempt to reach mutual agreement regarding terms and conditions of a mutually acceptable agreement to sell, assign, sublicense or otherwise transfer such rights under this Agreement. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “If Upstream fails to timely give ▇▇▇▇▇▇ written notice of its exercise of such right of first negotiation, or if the parties fail to timely reach mutual agreement and enter into a written agreement to sell, assign, sublicense or otherwise transfer such rights under this Agreement prior to the expiration of such [***]”] period, thereafter Maruho shall have the right to reach mutual agreement and enter into an agreement with any third party to sell, assign, sublicense or otherwise transfer such rights under this Agreement, provided that the terms and conditions of such agreement are not more favorable to such third party than the terms and conditions last offered by Upstream to Maruho (taken as a whole). A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934Any purported sale, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a licenseassignment, sublicense or other transfer in violation of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 8 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)be void.

Right of First Negotiation. (a) If, at any time during Commencing on the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a Effective Date and continuing until the [***] anniversary thereof (the “ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded TransactionPeriod”), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first Paragon will promptly notify Knight of its intent, provide to Knight Spyre in writing if (i) Paragon has developed a copy of material data descriptive research plan with respect to the development and commercialization Development of such ROFN Product (x) a Multispecific Antibody, or (y) an Undesignated Multispecific Antibody in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product Field (the Antibody described in each of (x) and (y), a “Data PackageROFN Antibody”), and shall, unless Knight notifies Braeburn or a plan to license or grant rights in writing during the a ROFN Negotiation Period that it is not interested in acquiring rights Antibody to a particular ROFN Product Third Party, or (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for ii) Paragon enters into [***]) ] negotiations pursuant to an offer to or from any Third Party relating to the foregoing. Together with such notice, Paragon will provide to Spyre all material information and research plans developed by Paragon with respect to mutually agreeable binding financial terms such ROFN Antibody (the “Binding Financial TermsROFN Information”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). Spyre will have [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934] days from receipt of the ROFN Information to deliver a written notice to Paragon of Spyre’s desire to engage in negotiations for an agreement concerning the Development, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information or exclusive license or grant of Braeburnrights to, such ROFN Antibody. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN ProductSpyre does not provide such written notice to Paragon of its interest to engage in such negotiations within such [***] day period, then Braeburn may subsequently offer (i) Paragon shall be free to enter into an agreement with a Third PartyParty with respect to the grant of a license or other rights to such ROFN Antibody and corresponding (x) Multispecific Products, or solicit offers from Third Parties for, and take any action (y) Undesignated Multispecific Products in furtherance the Field (the product described in each of (including providing information, participating in discussions, and/or engaging advisors or agentsx) and (y), a license, sublicense or other transfer of its rights to develop or Commercialize such “ROFN Product in the Territory (or any part thereof) (a “Third Party OfferProduct”), as applicable, without further obligation to Spyre under this Section 2.7, and Braeburn (ii) with respect to any ROFN Antibody that is a Multispecific Antibody, Spyre’s license under Section 2.1(b) shall have no further obligations automatically exclude any right to Knight regarding such ROFN ProductDevelop, Manufacture, Commercialize or otherwise exploit the identical Multispecific Antibodies Developed by or on behalf of Paragon and corresponding Multispecific Products. (c) If Knight Spyre does not provide a Knight Waiver Notice and Paragon such written notice within such [***] day period, the Parties do not sign will negotiate [***] on an exclusive basis for a letter related period of up to [***] months from the Binding Financial Terms with respect date of Spyre’s notice (“ROFN Negotiation Period”), an agreement for the Development, or exclusive license or grant of rights to, such ROFN Antibody and corresponding ROFN Products. Prior to the development or commercialization of a ROFN Product and during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein Paragon shall not enter into an agreement with respect to such ROFN Antibody with any Third Party that will prevent Paragon from entering into an agreement with Spyre for the contraryDevelopment, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop exclusive license or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights to, such ROFN Antibody and corresponding ROFN Products. Unless and until the Parties have entered into an agreement with respect to such ROFN Antibody and corresponding ROFN Products, Spyre shall have no rights or license with respect to such ROFN Antibody and corresponding ROFN Products except as otherwise expressly provided in Section 2.1. In the event that the Parties have not entered into an agreement with respect to such ROFN Antibody and corresponding ROFN Products prior to the expiration of the ROFN Negotiation Period, then (i) Paragon shall be free to enter into an agreement with a Third Party with respect to the grant of a license or other rights to such ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights Antibody and obligations of Knight and Braeburn corresponding ROFN Products without further obligation to Spyre under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates2.7, and (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating with respect to any ROFN ProductAntibody that is a Multispecific Antibody, or (iiiSpyre’s license under Section 2.1(b) shall automatically exclude any license, sublicense or other transfer of Braeburn’s right to develop Develop, Manufacture, Commercialize or Commercialize a ROFN Product that relates to a geographic territory that includes otherwise exploit the Territory identical Multispecific Antibodies Developed by or on behalf of Paragon and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)corresponding Multispecific Products.

Right of First Negotiation. (a) If, at any time during the Term, Braeburn or any of its Affiliates intends 15.1 The Parties acknowledge their mutual desire to license or sublicense its right to explore a broader collaboration whereby Salix would develop or Commercialize a ROFN Product and market F▇▇▇ Additional Products in the Territory (and F▇▇▇ would market Salix Additional Products in the F▇▇▇ Territory. Therefore, in addition to the exclusive rights granted to Salix in respect of the Product under Clause 2, in respect of Additional Products developed or any part thereof) identified during the period of [*] years from the Effective Date; 15.1.1 F▇▇▇ hereby grants to any Third Party in order Salix a right of first negotiation with respect to permit such Third Party rights to develop or Commercialize the ROFN Product and exploit in the Territory (but not including any Excluded Transaction), then prior F▇▇▇ Additional Products; and 15.1.2 Salix hereby grants to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall F▇▇▇ a right of first notify Knight of its intent, provide to Knight a copy of material data negotiation with respect to rights to develop and exploit in the development and commercialization F▇▇▇ Territory Salix Additional Products. 15.2 The Party having developed such Additional Product on or before the [*] anniversary of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product Effective Date (the “Data PackageOfferor”), and shall, unless Knight notifies Braeburn ) shall provide written notification to the other Party (the “Offeree”) of the opportunity in writing during respect of the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Additional Product (a such notice, an “Knight Waiver Additional Product Notice”), together with a description in reasonable detail of the Additional Product(s) and such other information as may reasonably be required to enable the Offeree to assess the Additional Product opportunity. Upon request by the Offeree within [* (*)] days after receipt of such Product Notice (the date of such receipt the “Notice Date” and such period the “Notice Period”), the Parties shall negotiate solely and in good faith with Knight for [***]) with towards an agreement granting to the Offeree exclusive rights in respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Additional Product in either the Territory (or the applicable part thereofF▇▇▇ Territory (as applicable). [***]If the Offeree chooses not to request such negotiations, it shall so notify the Offeror promptly during the Notice Period if the Offeree makes no communication within the Notice Period, it shall be deemed to have not effected a request. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and notwithstanding good faith negotiations the Parties do not sign enter into a letter related definitive agreement within [* (*)] days of the Binding Financial Terms Notice Date (the “Negotiation Period”), the Offeror may proceed to grant rights or licenses to Third Parties with respect to all or a part of the development or commercialization Additional Product(s) opportunity offered to the Offeree provided that the Offeror shall not enter into a transaction in respect of the Additional Product(s) opportunity proposed by the Offeror to the Offeree with a ROFN Product during Third Party on terms which, assessed as a whole, are materially less favourable to the ROFN Negotiation Period, then Braeburn may [***]Offeror than those proposed by the Offeree in the course of the good faith negotiations. (d) Notwithstanding anything contained herein 15.3 The only obligations of F▇▇▇ and Salix under this Clause 15 are as expressly stated therein, and there are no further implied obligations relating to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)matters contemplated therein.

Right of First Negotiation. If an Initial Member (the "Selling Initial Member") desires to Transfer, directly or indirectly, in whole or in part, its interest in the Company (the "Offered Initial Member Interest") to a third party other than a Permitted Transferee that would trigger paragraphs 16(d) or (f), the Selling Initial Member shall first give written notice (the "Negotiation Notice") to the other Initial Member ("RFN Initial Member") of its desire to so sell the Offered Initial Member Interest. Upon receipt of the Negotiation Notice, the RFN Initial Member may attempt to negotiate the purchase of all but not less than all of the Offered Initial Member Interest for a period of ten (10) Business Days or such shorter or longer period as agreed in writing by the Initial Members ("Negotiation Period"). The Selling Initial Member shall have no obligation of any kind to sell or to reach an agreement to sell the Offered Initial Member Interest to the RFN Initial Member. The consummation of any sale negotiated within the Negotiation Period pursuant to this paragraph 16(c) shall be made free of the restrictions and requirements of paragraphs 16(d), (e) and (f) and must be consummated within thirty (30) Business Days following the end of the Negotiation Period (except as such time period must be extended to comply with Hart-Scott-Rodino or other regulatory filings or by mutual written ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ Initial Members). If (a) Ifthe Selling Initial Member, at in its sole discretion, does not agree to sell the Offered Initial Member Interest to the RFN Initial Member within the Negotiation Period or (b) any time during agreed sale is not consummated within the Term30 Business Day period (as may be extended per the above), Braeburn or any of its Affiliates intends to license or sublicense its the Selling Initial Member shall have the right to develop or Commercialize a ROFN Product in Transfer the Territory (or any part thereof) Offered Initial Member Interest to any Third Party in order other party, subject to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transactionparagraphs 16(b), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”d), (e) and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is (f). The Selling Initial Member will not interested in acquiring rights again be subject to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]this paragraph 16(c) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, any proposed Transfer of the right to develop or Commercialize Offered Initial Member Interest unless more than one hundred eighty (180) days has elapsed from the ROFN Product in expiration of the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (d. Nothing contained in this paragraph 16(c) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country way limit an Initial Member's rights regarding an Offer Transfer Notice or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country Co-Sale Notice (each of (i)-(iii), without limitation, an “Excluded Transaction”)as defined below) initiated by another Member.

Right of First Negotiation. 3.1.1. BMS shall have a limited right of first negotiation with respect to Licensed Compounds as follows (the “Right of First Negotiation”). (a) If, at any time during In the Term, Braeburn or any of its Affiliates intends event that Pharmacopeia desires to license or sublicense its right to develop or Commercialize enter into a ROFN Product in the Territory (or any part thereof) License arrangement with respect to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction)Licensed Compound, then prior to negotiating before entering into negotiations with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development such License, Pharmacopeia will notify BMS of its desire and commercialization of such ROFN Product provide BMS with information in BraeburnPharmacopeia’s possession and Control control that is reasonably necessary for BMS to perform its due diligence with respect to such Licensed Compound (including but not previously provided limited to Knight information from or relating to clinical studies, correspondence with FDA, information regarding Third Party patents, and that shall be reasonably sufficient to assess information regarding the ROFN Product manufacture, sourcing and cost of goods for the Licensed Compound) (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely . Pharmacopeia shall provide to BMS a proposal of terms and in good faith with Knight for [***]) conditions with respect to mutually agreeable binding financial terms such a License at the time of such Notice. If BMS notifies Pharmacopeia in writing of its election to pursue a License for such Licensed Compound within ** (**) days after BMS’ receipt of such Notice, Pharmacopeia shall enter into good faith negotiations with BMS with respect to such License for a period of ** (**) days (the “Binding Financial TermsNegotiation Period”) for the acquisition by Knight, by license, sublicense, or otherwise, following receipt of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof)such election from BMS. [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) During the Negotiation Period, Pharmacopeia will provide BMS with an opportunity to make a written proposal of terms and conditions with respect to such a License and Pharmacopeia will either accept the proposal or provide a counter offer to BMS (i.e., in addition to the proposal provided to BMS at the time of the Notice). If Knight delivers BMS has not provided Pharmacopeia with such a Knight Waiver Notice written proposal regarding all principal financial terms of such a ROFN ProductLicense within the first ** (**) days of the Negotiation Period, then Braeburn may subsequently offer the Negotiation Period will terminate. If Pharmacopeia and BMS are able to conclude an agreement in principle within the Negotiation Period as set forth in a Third Party, or solicit offers from Third Parties formutually satisfactory term sheet with respect to such License (being demonstrated by BMS obtaining internal BMS Executive Committee, and take any action in furtherance of (including providing informationPharmacopeia obtaining Board approval, participating in discussions, and/or engaging advisors or agentsto proceed with completing a definitive agreement based on such term sheet), the Parties shall negotiate a license, sublicense or other transfer definitive agreement in good faith with the goal of its rights to develop or Commercialize executing such ROFN Product in the Territory agreement within ** (or any part thereof**) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Productdays thereafter. (c) If Knight BMS does not provide elect through the written notification described above to pursue a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms License with respect to such Licensed Compounds within the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [** (***]) day period set forth above, Pharmacopeia will then be free to enter into negotiations with any Third Party regarding a License for such Licensed Compounds and free to enter into any such License, but only subject to the provisions set forth in this Article 3 below. (d) Notwithstanding anything contained herein Following Notice, if BMS does so elect to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize pursue a ROFN Product in the Territory (or any part thereof) without a grant of rights License with respect to the ROFN Product Licensed Compounds within the ** (**) day period set forth above, but Pharmacopeia and BMS do not conclude an agreement in principle (being demonstrated by BMS obtaining internal BMS Executive Committee, and Pharmacopeia obtaining Board approval, to proceed with completing a definitive agreement based on such term sheet) with respect to such License within the Negotiation Period as described above, Pharmacopeia will then be free to enter into negotiations with any other country or jurisdiction Third Party regarding a License for such Licensed Compounds, and free to enter into any such License, subject to the provisions set forth in Article 3 below. 3.1.2. Pharmacopeia shall not enter into an agreement with any Third Party with respect to such License for a Licensed Compound except in accordance with the provisions of this Article 3, including the provisions set forth below. (or a) In the event that Pharmacopeia intends to enter into a License agreement with a Third Party (based on bona fide arm’s-length negotiations with an unaffiliated Third Party) after following the procedure set forth in this Article 3, **. (b) For this purpose, ** at that time. Such determination by the **. ** will consider **. Such determination by the Board shall be **. (c) If the **. (d) If the **. In the event that Pharmacopeia makes **. If Pharmacopeia offers **. **. 3.1.4. Upon the initiation of any part thereof)such Negotiation Period, Pharmacopeia shall **. 3.1.5. For clarityAny License agreement entered into by Pharmacopeia with a Third Party in accordance with the foregoing procedure shall be consistent with the terms and conditions of this Agreement and shall fully enable Pharmacopeia to fully perform all of its obligations under the Agreement which will continue in effect. As set forth in Section 2.2, any Sublicensee shall be bound by the rights terms and obligations conditions of Knight and Braeburn under this Agreement in the same manner as Pharmacopeia, provided that Section 2.9 3.1.2 of Section 3.1 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)Sublicensee.

Right of First Negotiation. (a) If, at any time during the Term, Braeburn or any Within [**] of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in Triggering Event, the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize Company will provide the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight Managers and Investors a copy of material data with respect to the development and commercialization notice of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product Triggering Event (a “Knight Waiver ROFN Trigger Notice”), negotiate solely which will include data and information reasonably necessary for Bayer to evaluate the advisability of, and the preparation of, a Qualifying Offer for such Company Product (collectively, such terms, data and information for such Company Product, the “Bid Package”). Following the Company’s delivery of a Bid Package to the Investors, an Investor may request in writing that the Company provide specific, additional background information and data (although not including raw data) to further clarify the contents of the Bid Package, which information and data the Company will promptly make available to the Investors to the extent that such request is commercially reasonable and to the extent and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product such form as such information and data are in the Territory (Company’s possession and control. The Company and the Company Subsidiaries will not have any obligation to conduct any additional studies or undertake any further analysis of any data or information in accordance with the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburnpreceding sentence. (b) If Knight delivers During the period starting on the date of delivery of the Bid Package for a Knight Waiver Notice regarding Company Product and ending [**] following such delivery date (the “ROFN Period”), Bayer will have the exclusive right to review the Bid Package to make a ROFN Bid for such Company Product and to submit a Qualifying Offer for such Company Product, then Braeburn may subsequently offer and the Company will not solicit Bids from a Third Party. Without limiting the foregoing and for the avoidance of doubt, in the event an Unsolicited Bid from a Third Party is the ROFN Triggering Event, the Company will not negotiate such Unsolicited Bid with such Third Party or solicit offers additional Bids from other Third Parties forduring the ROFN Period. To exercise such right for a Company Product during the ROFN Period, Bayer will be required to provide to the Company (prior to the expiration of the ROFN Period for such Company Product) a Bid for such Company Product which will include the material terms of the applicable Product Transfer (a “Bayer Solicited Bid Notice”). The timing of the ROFN Period for a Company Product may be delayed until a mutually agreed, subsequent time period with the written consent of all Parties prior to the start of such ROFN Period. (i) If Bayer delivers a Bayer Solicited Bid Notice for such Company Product to the Company during the applicable ROFN Period for such Company Product, Bayer will be considered a Bidding Party. The Company will promptly deliver such Bayer Solicited Bid Notice to Arvinas. Notwithstanding anything to the contrary contained in the LLC Agreement, only the approval of the Applicable Managers will be required for the Company to undertake any Product Transfer for such Company Product, and take the Bidding Party’s and the Bidding Party Manager’s approval, vote or consent will not be required for any action in furtherance of Member or Board approval required for such Product Transfer (including providing informationthe Requisite Majority and the Requisite Approval). Subject to compliance with the remainder of this Section 2.5(b)(i), participating the Applicable Managers will determine in discussionsgood faith whether Bayer’s Bid in such Bayer Solicited Bid Notice is a Qualifying Offer for such Company Product. (A) If such Bid is a Qualifying Offer, then the Applicable Managers may, in their discretion, (1) negotiate the terms of such Product Transfer with Bayer, (2) accept or reject such Bid, (3) begin a Bidding Process as provided for in Section 2.6 (which will provide Bayer with a Last Matching Right for such Bidding Process so long as Bayer had not provided a Formal Withdrawal with respect to such Product Transfer), and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product (4) in the Territory event the ROFN Triggering Event is an Unsolicited Bid from a Third Party which is a Qualifying Offer, accept such Third Party Unsolicited Bid (which will provide Bayer with a Last Matching Right for such Third Party Unsolicited Bid so long as Bayer had not provided a Formal Withdrawal with respect to such Product Transfer). If the Applicable Managers determine to accept Bayer’s Bid or any part thereof) negotiate the terms of such Product Transfer with Bayer, and the Applicable Managers are unable to agree to the terms of such Product Transfer within [**] following the Company’s receipt of such Bayer Solicited Bid Notice, then the Company may, at the instruction of the Applicable Managers, seek an independent valuation of such Company Product from a Valuation Firm (a “Third Party OfferValuation”) to determine the fair market value of such Company Product (assuming the Minimum Offer Terms for such Product Transfer, as adjusted by the terms in such Qualifying Offer that the Applicable Managers have accepted in principle) (the “FMV”) and the fair market value of such Qualifying Offer (“QOFMV”). The Valuation Firm will prepare and deliver to the Company a written report which provides the FMV and QOFMV for such Company Product, with reasonable supporting detail (the “FMV Report”), within [**] of its engagement by the Company for such Third Party Valuation. The FMV Report will be delivered to the Investors and Braeburn shall the Applicable Managers within [**] of the Company’s receipt thereof. If the FMV is determined to be higher than the QOFMV for such Company Product, Bayer will have a right to provide a revised Bid, which will be binding upon Bayer, to the Company (the “Revised FMV Bid”) that includes terms that provide for [**] (the “Required FMV Terms”). Such right to provide a revised Bid is required to be exercised by Bayer by submitting a Revised FMV Bid to the Company within [**] of delivery of the FMV Report to Bayer (the “FMV Bid Period”). If there is any dispute with respect to whether such Revised FMV Bid satisfies such Required FMV Terms, such dispute will be referred to Baseball Arbitration. If the ROFN Triggering Event is an Unsolicited Bid from a Third Party and the Applicable Managers determine to accept such Unsolicited Bid from such Third Party, the Company will provide Bayer a Superior Bid Notice and Bayer may exercise its Last Matching Right with respect to such Product Transfer, and, if properly exercised, Bayer’s revised Bid, which will be binding upon Bayer, will thereafter be the Superior Bid (the “LM Superior Bid”). If there is any dispute with respect to whether Bayer’s revised bid is the Superior Bid, such dispute will be referred to Baseball Arbitration. The Superior Bid will be (1) such Qualifying Offer if the Company does not seek a Third Party Valuation or the QOFMV is determined to be higher than the FMV, (2) the Revised FMV Bid if it satisfies the Required FMV Terms, (3) any Bid agreed to by Bayer and approved by the Applicable Managers, or (4) the LM Superior Bid. There will be no further obligations to Knight regarding such ROFN Product. Superior Bid if, as applicable: (c1) If Knight Bayer does not provide a Knight Waiver Notice Revised FMV Bid during the FMV Bid Period or the Revised FMV Bid does not satisfy the Required FMV Terms, and thereafter the Parties do not sign a letter related the Binding Financial Terms Company may take any action with respect to such Company Product free and clear of any Product Rights; provided, however, that Bayer will maintain its Last Matching Rights for such Company Product; or (2) Bayer does not properly exercise any applicable Last Matching Rights in the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [**] period or Bayer’s revised Bid is not the Superior Bid and thereafter the Company may take any action with respect to such Company Product free and clear of any Product Rights; [**]. (dB) Notwithstanding anything contained herein to If such Bid is not a Qualifying Offer, then the contraryApplicable Managers may, it is agreed and acknowledged that in their sole discretion, take any of the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights following actions with respect to such Company Product: (1) accept or reject such Bid; (2) negotiate the ROFN terms of such Product Transfer with Bayer; (3) begin a Bidding Process as provided for in Section 2.6 (which will provide Bayer with a Last Matching Right for such Bidding Process so long as Bayer had not provided a Formal Withdrawal with respect to such Product Transfer and such Bid was made by Bayer in good faith); or (4) have the Company continue to further Research, Develop and Commercialize the applicable Company Product free and clear of any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, Product Rights; [**]. (ii) any sale If Bayer does not deliver a Bayer Solicited Bid Notice for such Company Product to the Company during the ROFN Period or transfer of all or substantially all of Bayer otherwise provides written notice to the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating Company that it does not intend to any ROFN make a Bid for such Company Product, or (iii) the Company may take any license, sublicense or other transfer action with respect to such Company Product free and clear of Braeburn’s right to develop or Commercialize a ROFN any Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)Rights; [**].

Right of First Negotiation. (a) If, In the event Cardiokine at any time during seeks or determines to enter into a marketing partnership, co-promotion or other equivalent or similar arrangement (a “Marketing Partnership”) for a Licensed Product within the TermTerritory, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in Cardiokine shall provide Wyeth with written notice thereof (the Territory (or any part thereof“Initial Notice”) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then and comply with this Section 6.1 prior to negotiating with any Third Party for such Marketing Partnership. Cardiokine shall also provide to license Wyeth, together with such written notice, an electronic copy of the ND A submitted to the FDA for such Licensed Product (if one has been submitted at the time of such Initial Notice) as well as the market studies and reports and other similar or sublicense related information and data in respect of such development Licensed Product in Cardiokine’s or commercialization right, Braeburn its Affiliates’ possession or control in order for Wyeth to determine its interest in entering into a Marketing Partnership with Cardiokine. All such information provided to Wyeth hereunder shall first notify Knight be deemed to be Confidential Information of Cardiokine. Wyeth shall have [####]from the date of its intent, provide receipt of the Initial Notice to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period give Cardiokine written notice that it is not interested in acquiring rights exercising its right to negotiate with Cardiokine regarding a particular ROFN Product Marketing Partnership (a such notice being an “Knight Waiver Exercise Notice”). If Wyeth gives Cardiokine an Exercise Notice within the foregoing [####] period, negotiate solely then during the period beginning on the date of the Exercise Notice and ending on the date that is [####] after the date of the Exercise Notice, the Parties shall promptly and diligently negotiate, on an exclusive basis and in good faith with Knight faith, to enter into a Marketing Partnership for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN such Licensed Product in the Territory (or the applicable part thereof)on commercially reasonable terms. [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale Wyeth fails to give an Exercise Notice within the foregoing [####]day period or change of control of Braeburn or any of its Affiliates, (ii) any sale if the Parties are unable, within the foregoing [####]period, to enter into a term sheet or transfer letter of all or substantially all intent setting forth the principal terms of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating Marketing Partnership to any ROFN Productbe entered into, or (iii) if the Parties are unable to enter into a definitive agreement setting forth all the terms and conditions of the Marketing Partnership within [####]after entering into said term sheet or letter of intent, then Cardiokine shall be free to negotiate and enter into an agreement for a Marketing Partnership for such Licensed Product (the “Marketing Partnership Agreement”) with any licenseThird Party; provided that the terms of the Marketing Partnership Agreement with the Third Party, sublicense taken as a whole, may not be less favorable to Cardiokine than those last offered to Wyeth or other transfer proposed by Wyeth; and provided, further, that the Marketing Partnership Agreement must comply with the terms and conditions of Braeburn’s right this Agreement. The provisions applicable to develop Cardiokine under this Article 6 shall also apply to any Affiliate of Cardiokine to which Cardiokine has granted or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)otherwise extended its rights hereunder.

Right of First Negotiation. If this Lease shall then be unassigned (a) Ifexcept to a subsidiary or affiliate of Lessee), in full force and effect and Lessee is not in default under any of the provisions of this Lease beyond the expiration of any applicable notice or grace period (it being understood and agreed that the right granted to Lessee in this Section 37 is not assignable and that the same shall be deemed null and void upon any assignment or transfer of this Lease by Lessee to a party other than a subsidiary or affiliate of Lessee), Lessor agrees that at any each time during the Terminitial term of this Lease, Braeburn but subject to the continued occupancy thereof by initial tenants and any rights of first negotiation or any of its Affiliates intends expansion options granted to license Hanger Orthopedic Group or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) USWEB Corporation as to any Third Party in order third (3rd) or fourth (4th) floor space, additional space on the third (3rd), fourth (4th) or fifth(5th) floors of the Building becomes available to permit Lessor for leasing to third parties, then Lessor shall give to Lessee written notice of such Third Party to develop or Commercialize the ROFN Product in the Territory (availability as soon as practicable but not including any Excluded Transaction), then more than twelve (12) months prior to negotiating with any Third Party to license or sublicense such development or commercialization rightthe date of availability, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be accompanied by Lessor's opinion (acting reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]faith) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect as to the development or commercialization of a ROFN Product during fair market rent for such available space, which shall be the ROFN Negotiation Period, fair market rent prevailing (taking into account then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii)prevailing tenant concession packages including, without limitation, rental abatement (if any) and construction allowance (if any) on leases having a term most nearly equal to the remaining term of this Lease) for comparable space in comparable office buildings in the Bethesda-Chevy Chase market area, but in no event less than the Monthly Rent (expressed as an “Excluded Transaction”annual rental rate per square foot) then payable under this Lease. Lessee shall then have a period of fifteen (15) days in which to notify Lessor in writing of Lessee's election to lease such available space at said rental, time being of the essence; provided, however, that from and after the commencement of the seventh (7th) Lease Year, any such election by Lessee must be accompanied by written notice of Tenant's irrevocable election to extend the term of this Lease for the First Renewal Term pursuant to Section 35 above. Should Lessee fail to notify Lessor in writing within the said fifteen (15)-day period of Lessee's election to lease such available space (and, if so applicable, to so extend the term of this Lease), time being of the essence, then Lessee's right to lease such available space shall thereupon terminate and be of no force or effect, and Lessor shall be free to lease such available space to any party upon any terms and conditions, subject to Lessee's rights herein with respect to such space the next time it becomes available to Lessor for leasing to third parties. Should Lessee notify Lessor in writing within the said fifteen (15)-day period of Lessee's election to lease such available space (and, if so applicable, to so extend the term of this Lease), and if Lessor and Lessee shall fail to agree on the said fair market rent for such available space within thirty (30) days after Lessor's receipt of Lessee's written notification of its election to lease such available space, then such fair market rent (taking into account the said tenant concessions) shall be determined, within sixty (60) days after Lessor's receipt of Lessee's written notification of its election to lease such available space, as nearly as practicable in accordance with the "3-broker method" set forth in Section 35 above. Within ten (10) days after such determination of the fair market rent for the available space, Lessee shall have the right to rescind its exercise of its election to lease such available space by written notice to Lessor within the said ten (10)-day period, time being of the essence. If Lessee fails to so rescind its exercise of its election to lease such available space, then Lessee's election shall be deemed irrevocable, and Lessor shall prepare, and Lessor and Lessee shall promptly execute and deliver, an addendum to this Lease amending the appropriate provisions hereof. If Lessee so rescinds its election to lease such available space, then Lessor shall be free to lease such available space to any party upon any terms and conditions.

Right of First Negotiation. (a) If, at any time during Depomed shall notify Santarus in writing in the Term, Braeburn or any event that Depomed desires to divest itself of its Affiliates intends rights to license or sublicense its right to develop or Commercialize a ROFN the Product in the Territory (e.g., by asset sale or any part thereofproduct license to a Third Party) or to any Third Party in order grant rights to permit such a Third Party to develop or Commercialize the ROFN Product in commercialize a pharmaceutical product containing metformin and another 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 (but a “Combination Product”). If Santarus notifies Depomed in writing within [***] days after receipt of such notice (the “Evaluation Period”) that Santarus is not including any Excluded Transactioninterested in obtaining all of Depomed’s rights in and to the Products or the applicable Combination Product (such rights, “Metformin Product Rights”), then or if Santarus fails to notify Depomed of Santarus’ interest in obtaining the Metformin Product Rights, in either case prior to negotiating with any Third Party the expiration of the Evaluation Period, then Depomed shall have no further obligation to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data Santarus under this Agreement with respect to the development applicable Metformin Product Rights. If Santarus is interested in obtaining the Metformin Product Rights, it shall so notify Depomed in writing prior to the expiration of the Evaluation Period, and commercialization upon Depomed’s receipt of such ROFN Product notice Santarus and Depomed shall promptly commence good-faith negotiations, for a period of [***] days and such longer period as may be mutually agreed upon by the parties in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess writing in the ROFN Product event the parties have made material progress in the negotiations (the “Data PackageNegotiation Period”), regarding the commercially reasonable terms of an agreement pursuant to which Santarus shall obtain the Metformin Product Rights. If Depomed and shallSantarus fail to enter into an agreement for the Metformin Product Rights prior to the expiration of the Negotiation Period, unless Knight notifies Braeburn in writing during then Depomed shall thereafter have the ROFN Negotiation Period that it is not interested in acquiring rights right to negotiate and enter into an agreement with a Third Party granting the Metformin Product Rights to a particular ROFN Product (Third Party; provided that, for a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for period of [***]) , any such agreement may not be on terms and conditions materially more favorable to the Third Party than the terms and conditions last offered by Santarus prior to the termination of discussions with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, Depomed. The provisions of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 13.1 shall constitute Confidential Information not apply to, and Depomed shall have no obligation to Santarus under this Section 13.1 in respect of, any acquisition of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer Depomed by a Third Party, any merger or solicit offers from consolidation with or involving Depomed, any acquisition by a Third Parties forParty of any material portion of the stock of Depomed, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (acquisition by a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide of a Knight Waiver Notice and material portion of the Parties do not sign a letter related the Binding Financial Terms with respect assets of Depomed in addition to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (Products or any part thereof) without a grant of rights with respect to the ROFN Combination Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Merger Transaction”).

Right of First Negotiation. (a) If, at any time during the Term, Braeburn or any For a period of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]] from the Effective Date, if Anacor completes a Phase II Study on a product that contains a compound having the same mechanism of action as the Licensed Compound (other than the Licensed Product) with respect claimed by Anacor Background Patents in the Lead Indication ("Competing Product"), Anacor shall grant to mutually agreeable binding financial terms Licensee a right of first negotiation to Develop, Manufacture and Commercialize such Competing Product at such time as the Phase II Data Set (“Binding Financial Terms”as defined below) is completed. Anacor shall provide the Phase II Data Set to Licensee for the acquisition by Knight, by license, sublicense, or otherwise, its review and consideration. Licensee shall provide written notice to Anacor within sixty (60) days of receipt of the right Phase II Data Set of its decision either to develop enter into negotiations with Anacor for such Competing Product or Commercialize the ROFN Product in the Territory (or the applicable part thereof)to forego such negotiations. [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn If Licensee elects to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Productenter into such negotiations, then Braeburn the Parties will negotiate regarding such license for a period of up to ninety (90) days, such period of time may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance be extended if agreed by the Parties. Following the earlier of the expiration of such ninety (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory 90) day period (or any part thereofagreed upon extended period) (a “or the date Licensee notifies Anacor that it does not wish to proceed with such negotiations, Anacor shall be free to negotiate with Third Party Offer”), Parties and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms Licensee under this Section 2.8 with respect to that Competing Product. For purposes of this Section 2.8, "Phase II Data Set" means a package of preclinical and clinical data related to the development Competing Product generated by or commercialization on behalf of a ROFN Product during Anacor, including without limitation, as available, the ROFN Negotiation Perioddata and results of all phase I clinical studies, then Braeburn may Phase II Studies, and all available toxicology and pharmacokinetic data. [***]] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”).

Right of First Negotiation. (a) If, at any time during Provided that Tenant is not then in default in the Term, Braeburn or performance of any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory obligations under this Lease (or beyond any part thereofapplicable cure period) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect and subject to the development terms and commercialization conditions set forth herein, Landlord grants to Tenant the following right of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product first negotiation (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]"Right of First Negotiation") with respect to mutually agreeable binding financial terms any space contained in the Building (“Binding Financial Terms”"Expansion Space") which becomes available during the original Term. This Right of First Negotiation shall be subject to any extension or renewal which may occur in connection with the then existing tenant of such Expansion Space. When Expansion Space becomes available, Tenant shall have fifteen (15) days following its receipt of Landlord's notice that such space is available to respond. Tenant's failure to respond during such period shall be deemed to be Tenant's election to pass on the available Expansion Space. In the event Landlord receives written notice from Tenant during such period of Tenant's interest in the available space, then Landlord (i) the rental rates of similar projects in the geographic area of the Project (including the rent, operating costs, and all other monetary payments that Landlord could obtain for the acquisition by KnightExpansion Space from a third party desiring to lease such space, by licensethe services provided under the terms of the Lease, sublicensethe obligation, or otherwiselack thereof, to pay tenant improvement costs and leasing commissions in connection with such renewal and all other monetary payments then being obtained for new leases of the right space comparable to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”space), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale it should be assumed that the Expansion Space will be used for the highest and best use allowed under the Lease. The Right of First Negotiation described herein is personal to Tenant and may not be exercised or transfer of all assigned, voluntarily or substantially all of the assetsinvoluntarily, business by or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, person or (iii) any license, sublicense or entity other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii)than Tenant, without limitationLandlord's prior written consent, an “Excluded Transaction”)which Landlord may withhold in its sole and absolute discretion.

Right of First Negotiation. SIBIA hereby grants Lilly a right of first negotiation to enter into an exclusive license arrangement with SIBIA with respect to each Pre-Existing Compound (a"Right of First Negotiation") Ifwhereby SIBIA agrees that it will neither negotiate nor enter into an arrangement involving a particular Pre-Existing Compound in which SIBIA would license/sublicense or otherwise commercialize such Pre-Existing Compounds and/or products derived therefrom with a Third Party (the "Third Party Commercialization Arrangement") prior to the expiration of the Lilly Negotiation Period (defined below). To ensure that Lilly has adequate time to consider whether it should exercise its Right of First Negotiation with respect to a particular Pre-Existing Compound, at any time during the Term, Braeburn SIBIA hereby agrees that prior to negotiating or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to entering into any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction)Commercialization Arrangement regarding a particular Pre-Existing Compound, then prior to negotiating SIBIA shall provide Lilly with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight written notification of its intentintent to enter into such an arrangement including, without limitation a summary report of all relevant information that would be reasonably useful to a potential licensee of the Pre-Existing Compound at issue so as to assess the business opportunity at issue. Upon receipt of such notice, Lilly shall have forty-five (45) days to provide to Knight a copy SIBIA with written notification exercising its Right of material data First Negotiation. Lilly's Right of First Negotiation under this Section 5.7(a) shall expire and have no legal effect with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product Pre-Existing Compound at issue in the Territory event that: (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (bi) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight Lilly does not provide a Knight Waiver Notice and SIBIA with its written notice to exercise its Right of First Negotiation within the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. prescribed forty-five (d45) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, day period as described above; (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, SIBIA and Lilly enter into mutually acceptable written agreement regarding such matter; or (iii) the lapse of ninety (90) days or such other term as is mutually agreed upon in writing by the Parties from the date upon which SIBIA receives written notice from Lilly exercising its Right of First Negotiation (collectively, the "Lilly Negotiation Period"). For avoidance of any licensedoubt, this Section 5.7(a) merely obligates SIBIA to abide by the notice provisions set forth herein and not to enter into a Third Party Commercialization Arrangement until such time that the Lilly Negotiation Period has expired (it is understood that the ultimate decision regarding the appropriate party to sublicense or other transfer of Braeburn’s right rights related to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”Pre-Existing Compound(s) shall be completely within SIBIA's sole discretion).

Right of First Negotiation. (a) IfSchering hereby grants Licensee the right (the “Right of First Negotiation”) to obtain from Schering an exclusive (even as to Schering) right and license under (i) the Schering Technology and/or (ii) Schering’s rights in any Joint Invention, at any time during in each case covering or relating to an Improvement that has application outside the TermField but excluding the area of [*] (a “New Product”), Braeburn to develop, commercialize, use, sell, offer to sell and import such New Product into and throughout the Territory (the “New Product License”), if Schering does not intend either itself or any of through its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN commercialize such New Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction)Territory, then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect subject to the development terms and commercialization conditions of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn2.7. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN With respect to any New Product, then Braeburn may subsequently offer Schering shall give written notice to Licensee as soon as practicable following the decision by Schering to outlicense a Third PartyNew Product, providing Licensee with a summary of the Schering Technology or solicit offers invention relating to the New Product. Licensee shall have the right to exercise its Right of First Negotiation by delivery to Schering of a written notice of exercise within [*] after the date on which Licensee receives such notice from Third Parties for, and take any action Schering. During such [*] period Schering shall provide the relevant data regarding such New Product to enable Licensee to conduct proper due diligence. If Licensee does not exercise the Right of First Negotiation in furtherance respect of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN New Product in that time period, the Territory Right of First Negotiation for such New Product shall be deemed to have lapsed with respect to such New Product. In the event Licensee exercises the Right of First Negotiation, Licensee and Schering shall engage in exclusive, good faith negotiations to enter into an agreement within [*]after such exercise (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and other period as the Parties do not sign a letter related may agree to) providing for the Binding Financial Terms New Product License and containing such mutually acceptable and commercially reasonable terms and conditions consistent with similar types of license agreements including, if applicable, supply provisions with respect to the development or commercialization of New Product. If the Parties have not entered into a ROFN New Product during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein License prior to the contraryexpiration of such time period, it is provided the Parties have not agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarityon an extension, the rights and obligations Right of Knight and Braeburn under this Section 2.9 First Negotiation for such New Product shall not apply be deemed to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)have lapsed.

Right of First Negotiation. (a) If, at any time during Depomed shall notify Santarus in writing in the Term, Braeburn or any event that Depomed desires to divest itself of its Affiliates intends rights to license or sublicense its right to develop or Commercialize a ROFN the Product in the Territory (e.g., by asset sale or any part thereofproduct license to a Third Party) or to any Third Party in order grant rights to permit such a Third Party to develop or Commercialize the ROFN Product in commercialize a pharmaceutical product containing metformin and another 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 (but a “Combination Product”). If Santarus notifies Depomed in writing within [***] days after receipt of such notice (the “Evaluation Period”) that Santarus is not including any Excluded Transactioninterested in obtaining all of Depomed’s rights in and to the Products or the applicable Combination Product (such rights, “Metformin Product Rights”), then or if Santarus fails to notify Depomed of Santarus’ interest in obtaining the Metformin Product Rights, in either case prior to negotiating with any Third Party the expiration of the Evaluation Period, then Depomed shall have no further obligation to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data Santarus under this Agreement with respect to the development applicable Metformin Product Rights. If Santarus is interested in obtaining the Metformin Product Rights, it *** Certain information on this page has been omitted and commercialization filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. shall so notify Depomed in writing prior to the expiration of the Evaluation Period, and upon Depomed’s receipt of such ROFN Product notice Santarus and Depomed shall promptly commence good-faith negotiations, for a period of [***] days and such longer period as may be mutually agreed upon by the parties in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess writing in the ROFN Product event the parties have made material progress in the negotiations (the “Data PackageNegotiation Period”), regarding the commercially reasonable terms of an agreement pursuant to which Santarus shall obtain the Metformin Product Rights. If Depomed and shallSantarus fail to enter into an agreement for the Metformin Product Rights prior to the expiration of the Negotiation Period, unless Knight notifies Braeburn in writing during then Depomed shall thereafter have the ROFN Negotiation Period that it is not interested in acquiring rights right to negotiate and enter into an agreement with a Third Party granting the Metformin Product Rights to a particular ROFN Product (Third Party; provided that, for a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for period of [***]) , any such agreement may not be on terms and conditions materially more favorable to the Third Party than the terms and conditions last offered by Santarus prior to the termination of discussions with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, Depomed. The provisions of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 13.1 shall constitute Confidential Information not apply to, and Depomed shall have no obligation to Santarus under this Section 13.1 in respect of, any acquisition of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer Depomed by a Third Party, any merger or solicit offers from consolidation with or involving Depomed, any acquisition by a Third Parties forParty of any material portion of the stock of Depomed, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (acquisition by a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide of a Knight Waiver Notice and material portion of the Parties do not sign a letter related the Binding Financial Terms with respect assets of Depomed in addition to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (Products or any part thereof) without a grant of rights with respect to the ROFN Combination Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Merger Transaction”).

Right of First Negotiation. 27.1 Landlord acknowledges that Tenant may be interested in expanding the Premises within the Project, and to facilitate such possible expansion wishes notification of the availability of, and an opportunity to negotiate a lease (or amendment to this Lease) for space within the Building depicted on the site plan attached as Exhibit A (Suite A) to the Lease ("Adjacent Space"), which is currently leased to Arizona Tile Company and contains approximately 12,450 rentable square feet with a term that expires on February 28, 2006 ("Adjacent Space Tenant"). Provided that Tenant is in possession of the Premises pursuant to this Lease directly or through an Affiliate (but not through an unaffiliated assignee or subtenant) and is not in material default of its obligations hereunder (beyond the expiration of any applicable cure period), Tenant shall have the right to be notified of, and to negotiate for the lease of the Adjacent Space prior to Landlord initially leasing the Adjacent Space to a third party tenant, on the following terms and conditions: (a) IfIn the event the Adjacent Space is being vacated by the Adjacent Space Tenant or is otherwise about to become available for re-leasing by Landlord, at any time during Landlord shall notify Tenant of the Term, Braeburn pending availability no earlier than one year or any later than one month before the Adjacent Space is to become available and of its Affiliates the fundamental economic terms on which Landlord proposes leasing the Adjacent Space. Tenant shall notify Landlord within five (5) days after such notice whether Tenant intends to license or sublicense negotiate a lease for the Adjacent Space. Tenant's failure to so notify Landlord shall be conclusively deemed to be Tenant's notification that it does not intend to negotiate, in which case Landlord may proceed with its right efforts to develop or Commercialize a ROFN Product in lease the Territory (or any part thereof) Adjacent Space to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn third parties and Tenant shall first notify Knight of its intent, provide to Knight a copy of material data have no further rights with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of BraeburnAdjacent Space. (b) If Knight delivers Tenant does notify Landlord of its intent to negotiate a Knight Waiver Notice regarding a ROFN Productlease, then Braeburn for a period of two (2) weeks following Tenant's notice of intent, the parties shall meet in good faith to negotiate and finalize a lease for the Adjacent Space, at such rental rate and on such terms and conditions as the parties may subsequently offer agree are the then effective market rates, including subsequent rate increases, for new leases for comparable space in the Miramar area. Landlord shall not unconditionally finalize a Third Partylease of the Adjacent Space to a third party unless (i) Tenant has notified Landlord that Tenant does not wish to negotiate further for the Adjacent Space, or solicit offers (ii) two weeks have passed from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), the date Tenant has received from Landlord a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory Lease (or any part thereofamendment to this Lease) (which sets forth the terms and conditions agreed upon by the parties for leasing the Adjacent Space, without Tenant and Landlord having successfully negotiated and both executed a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN ProductLease therefor. (c) If Knight does The parties intend that Tenant have the right pursuant to this Section to negotiate a lease for the Adjacent Space only prior to Landlord's initially leasing it to a third party tenant, and not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect that Tenant have an expansion option as to the development or commercialization of a ROFN Product during the ROFN Negotiation PeriodAdjacent Space. Furthermore, then Braeburn may [***]. (d) Notwithstanding anything contained herein Tenant's rights pursuant to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall are not apply to applicable (i) any sale or change of control of Braeburn once the Adjacent Space has initially been leased to a third party by Landlord and the Adjacent Space is subsequently vacated by such third party during the Term or any Extension Term of its AffiliatesTenant. Accordingly, (ii) any sale or transfer of all or substantially all nothing in this Section shall preclude Landlord from extending the term of the assets, business or operations current Adjacent Space Tenant. All rights of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating Tenant pursuant to this Section 27 shall be subordinate to any ROFN Product, or rights previously granted to the Adjacent Space Tenant (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iiiif any), without limitation, an “Excluded Transaction”).

Right of First Negotiation. (ai) If, at any time during During the Term, Braeburn if Exact (i) enters a formal process authorized or any directed by its board of directors or CEO to seek and enter into an arrangement or (ii) intends to agree to a term sheet or seeks to sign a letter of intent or similar arrangement to grant an exclusive commercial license to a Third Party solely to promote or sell the Product outside the Territory (“Ex-US Commercial Rights”), Exact shall first notify Pfizer of such intent (a “Ex-US Commercial Rights Transfer Notice”) and Pfizer shall have thirty (30) days thereafter to notify Exact of its Affiliates intends desire to obtain the Ex-US Commercial Rights that are the subject of the Ex-US Commercial Rights Transfer Notice. Promptly upon receipt of notice from Pfizer, Exact and Pfizer shall engage in exclusive good faith negotiations to enter into a definitive written agreement for the Ex-US Commercial Rights. If Pfizer and Exact are unable to reach agreement on the terms of such Product rights within forty-five (45) days of the commencement of negotiations, Exact shall be free to enter into negotiations and consummate an agreement with any Third Party regarding such Ex-US Commercial Rights; provided that the economic terms of such agreement shall be no more favorable to such Third Party than those last offered to Pfizer. (ii) During the Term, if Exact desires to grant an exclusive commercial license to a Third Party solely to Promote or sublicense its right to develop or Commercialize a ROFN sell the Product in the OB/Gyn Field in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction“OB/Gyn Commercial Rights”), Exact shall first notify Pfizer of such intent (a “OB/Gyn Commercial Rights Transfer Notice”) and Pfizer shall have thirty (30) days thereafter to notify Exact of its desire to obtain the OB/Gyn Commercial Rights that are the subject of the OB/Gyn Commercial Rights Transfer Notice. Promptly upon receipt of notice from Pfizer, Exact and Pfizer shall engage in exclusive good faith negotiations to enter into a definitive written agreement for the OB/Gyn Commercial Rights. If Pfizer and Exact are unable to reach agreement on the terms of such Product rights within forty-five (45) days of the commencement of negotiations, then prior Exact shall be free to negotiating enter into negotiations and consummate an agreement with any Third Party to license or sublicense regarding such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to OB/Gyn Commercial Rights; provided that the development and commercialization economic terms of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that agreement shall be reasonably sufficient no more favorable to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights such Third Party than those last offered to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of BraeburnPfizer. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (diii) Notwithstanding anything contained herein to the contraryforegoing, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof3.1(c) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change transfer of control rights to the Product in the ordinary course of Braeburn or any business of its AffiliatesExact, (ii) any the sale or transfer of the Product within and outside of the Territory, of all or substantially all of the assets, business or operations assets of Braeburn or any of its AffiliatesExact, or all sale of capital stock of Exact, whether in connection with a merger, acquisition or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, other similar transaction or (iii) any license, sublicense agreements with Third Parties in territories for which Exact has an existing distribution or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)similar agreement.

Right of First Negotiation. (ai) IfBridge hereby grants to the Company a right of first negotiation during the Exclusivity Period (“ROFN”) with respect to the Offered Assets as set forth in this Section 3.1. Subject to the exclusivity restriction set forth in Section 2, if, at any time during within the TermExclusivity Period, Braeburn Bridge or any of its Affiliates Affiliate intends to license or sublicense its right to develop or Commercialize a ROFN Product engage in any Transaction, Bridge shall promptly notify the Territory (or any part thereof) to any Third Party Company in order to permit writing of such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction)intent, then prior to negotiating together with any Third Party information and data generated by, or on behalf of, Bridge or such Affiliate regarding the financial terms of such Transaction, a description of the Offered Assets and such other material information regarding such Transaction and the Offered Assets as would be reasonably useful for the Company to license or sublicense determine its interest in such development or commercialization rightTransaction (“ROFN Offer Notice”). Upon the Company’s written request, Braeburn Bridge shall first notify Knight promptly, and in any case within [***] of its intentreceipt of such request, provide to Knight a copy of material data any additional information with respect to the development and commercialization Transaction or the Offered Assets reasonably requested by the Company. Within [***] from the receipt of the ROFN Offer Notice (“ROFN Exercise Period”), the Company may exercise its ROFN by providing Bridge with a written notice of its intent to exercise its ROFN (the “ROFN Exercise Notice”). Upon Bridge’s receipt of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”)Exercise Notice, and Bridge shall, unless Knight notifies Braeburn in writing during or shall cause the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”)applicable Affiliate to, exclusively negotiate solely and in good faith with Knight the Company or its Affiliate for a period of [***]) with respect to mutually agreeable binding financial terms ] from the date of the ROFN Exercise Notice, unless such negotiations are earlier terminated by the Company (the “Binding Financial TermsROFN Negotiation Period”) for the acquisition by Knight, by license, sublicense, or otherwise, terms of the right to develop or Commercialize Transaction upon which the ROFN Product in parties would enter into a definitive agreement at a price and on terms mutually agreed between the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburnparties. (ii) If (a) the Company notifies Bridge prior to the expiration of the ROFN Exercise Period that the Company elects not to exercise its ROFN, (b) If Knight delivers a Knight Waiver Notice regarding the Company does not provide Bridge with a ROFN Product, then Braeburn may subsequently offer a Third PartyExercise Notice within the ROFN Exercise Period, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide the Company provides Bridge with a Knight Waiver ROFN Exercise Notice and within the ROFN Exercise Period but the Parties do not sign fail to reach a letter related definitive agreement on the Binding Financial Terms with respect to terms of the development or commercialization of a ROFN Product Transaction during the ROFN Negotiation Period, then Braeburn may the ROFN will expire on the applicable expiration date (“ROFN Expiration”, with respect to (a), on the date on which the Company notifies Bridge of its intent not to Exercise the ROFN; with respect to (b), on the expiration date of the ROFN Exercise Period; and with respect to (c), on the expiration date of the ROFN Negotiation Period), and Bridge shall be free to pursue the Transaction with any third party, provided, that the terms of such Transaction with the third party shall not be, taken as a whole, more favorable to such third party than the last written offer proposed by the Company during the ROFN Negotiation Period. No less than [***]] prior to entering into a definitive agreement for any such Transaction with the third party, Bridge shall provide a written notice to the Company describing such Transaction in reasonable detail, including but not limited to (x) the identity of the third party, and (y) a description of the financial and other material terms proposed by the third party. The Company may, at its sole discretion, pursue such Transaction in competition with the third party and, in such event, Bridge shall negotiate with Company in good faith unless and until Bridge or its Affiliates have entered into definitive agreements with such third party. (diii) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged the Parties agree that the rights and obligations ROFN shall automatically renew if Bridge does not enter into a definitive agreement for the Transaction with a third party as described in Section 3.1(ii) above within [***] after the then most-recent ROFN Expiration; provided, however, for the avoidance of Knight and Braeburn under doubt, that in no event shall the Exclusivity Period be extended by this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof3.1(iii) without a grant of rights with respect to and the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of extend beyond the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)Exclusivity Period.

Right of First Negotiation. (a) IfGSK shall have a right of first negotiation to obtain an exclusive license with respect to any and all ROFN Programs worldwide (“ROFN Rights”) as follows: (i) Upon any occurrence of any ROFN Triggering Event with respect to any ROFN Program, at Scynexis will notify GSK of the same (including the identity of such ROFN Program, the relevant countries or jurisdictions and other limitations on the scope of the rights being offered by ▇▇▇▇▇▇▇▇) in writing (the “ROFN Notice”). Promptly after providing a ROFN Notice, Scynexis shall provide GSK with (A) any time during and all material information in Scynexis’s or its Affiliates’ possession and Control that is reasonably necessary for GSK to perform its due diligence to determine whether it is interested in obtaining such rights to such ROFN Program (including summaries of results from pre-clinical and clinical studies (if any), material correspondence with the TermFDA or any other applicable Regulatory Authority, Braeburn schedules listing any and all material Patent rights Controlled by Scynexis or any of its Affiliates intends that would be available for sale or license, including information regarding any Patents owned by any Third Party that would be sublicensed to license GSK, and non-technical information regarding the Manufacture, sourcing and cost of goods for such ROFN Program), and (B) reasonable access to relevant employees of Scynexis and any of its Affiliates that have participated in, or sublicense have knowledge of, the Exploitation of such ROFN Program. The content of such information provided to GSK (and/or its right consultants) for review, and the access provided to develop or Commercialize a ROFN Product in GSK (and/or its consultants), shall not be materially less than the Territory (or any part thereof) information and access Scynexis and its Affiliates may subsequently provide to any Third Party in order to permit connection with negotiations with such Third Party to develop or Commercialize the regarding such ROFN Product Rights for such ROFN Program. If GSK notifies Scynexis in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight writing of its intent, provide election to Knight a copy of material data with respect to the development and commercialization of pursue such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the Rights for such ROFN Product Program within [***] (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) after GSK’s receipt of such ROFN Notice (the “Diligence Period”), ▇▇▇▇▇▇▇▇ shall enter into good faith negotiations with GSK with respect to mutually agreeable binding financial terms such ROFN Rights for such ROFN Program for an exclusive period of [***] (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]) following receipt of such election from GSK (the “ROFN Negotiation Period”). All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH The proposals and term sheets that Scynexis delivers to GSK during that ROFN Negotiation Period shall include the terms for the ROFN Rights for such ROFN Program in the applicable countries or jurisdictions, together with any other restrictions, all as set forth in the ROFN Notice (the “Available Rights”). (ii) During the ROFN Negotiation Period, Scynexis will provide GSK with an opportunity to make a written proposal of terms and conditions with respect to the agreement for the Available Rights for such ROFN Program and ▇▇▇▇▇▇▇▇ will either accept the proposal or provide a counteroffer to GSK. If GSK has not provided Scynexis with such a written proposal regarding the principal financial terms of such an agreement within the first [***] ([***]”) of the ROFN Negotiation Period, the ROFN Negotiation Period for such Available Rights will terminate. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934If the Parties are able to conclude an agreement in principle within the ROFN Negotiation Period as set forth in a mutually satisfactory term sheet with respect to such agreement, AS AMENDED. information the Parties shall negotiate a definitive agreement in good faith with the goal of executing such agreement within [***] ([***]) thereafter (it being understood that, except as provided in such mutually satisfactory term sheet, such definitive agreement shall contain terms and conditions that are substantially similar to those set forth in this Agreement to the extent applicable given the nature of the ROFN Program as well as the relevant countries or jurisdictions and the scope of rights being offered by Braeburn ▇▇▇▇▇▇▇▇). (iii) If (A) GSK (1) does not elect to Knight pursuant pursue the Available Rights with respect to this such ROFN Program within the Diligence Period, (2) does so elect but does not provide Scynexis with a written proposal regarding all principal financial terms of an agreement with respect to the Available Rights for such ROFN Program within the first [***] ([***]) of the ROFN Negotiation Period or (3) provides Scynexis with a written proposal regarding all principal financial terms of such an agreement within the first [***] ([***]) of the ROFN Negotiation Period but the Parties do not conclude an agreement in principle with respect to the Available Rights for such ROFN Program within the ROFN Negotiation Period or (B) the Parties conclude an agreement in principle with respect to the Available Rights for such ROFN Program within the ROFN Negotiation Period but they do not execute a definitive agreement with respect thereto within [***] ([***]) thereafter, ▇▇▇▇▇▇▇▇ will after the end of the applicable period be free to enter into negotiations and an agreement with any Third Party regarding such Available Rights for such ROFN Program, subject to the provisions set forth below in Section 2.9 shall constitute Confidential Information of Braeburn‎2.8(b), Section ‎2.8(c), and Section ‎2.8(d). (b) If Knight delivers (i) GSK provides Scynexis with a Knight Waiver Notice written proposal regarding all principal financial terms of such an agreement within the first [***] ([***]) of the ROFN Negotiation Period but the Parties do not conclude an agreement in principle with respect to the Available Rights for such ROFN Program within the ROFN Negotiation Period or (ii) the Parties conclude an agreement in principle with respect to the Available Rights for such ROFN Program within the ROFN Negotiation Period but they do not execute a definitive agreement with respect thereto within [***] ([***]) thereafter, Scynexis shall not (and shall cause its Affiliates not to) enter into any agreement with any Third Party with respect to such Available Rights for such ROFN ProductProgram under terms and conditions Less Favorable to Scynexis than the terms last offered to GSK by ▇▇▇▇▇▇▇▇, then Braeburn may subsequently offer except in accordance with the following procedure: In the event that Scynexis intends to enter into an agreement with a Third Party (based on bona fide arm’s length negotiations with such Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize ) for such Available Rights for such ROFN Product Program on terms and conditions that are Less Favorable to Scynexis than such last offer made to GSK by Scynexis, Scynexis shall provide GSK with a copy of the term sheet containing, in reasonable detail, the Territory principal financial terms and other material terms and conditions of the proposed agreement with such Third Party (or any part thereof) (a the “Third Party OfferTerm Sheet”)) and offer to GSK the right to execute an agreement for such Available Rights for such ROFN Program on the same terms and conditions as set forth in such Third Party Term Sheet. GSK shall have [***] ([***]) from receipt of the Third Party Term Sheet to notify Scynexis in writing of its acceptance of the terms set forth therein, and Braeburn if GSK provides such notice within such [***] ([***]) period, the Parties shall have no further obligations negotiate a definitive agreement in good faith with the goal of executing such agreement within [***] ([***]) thereafter (it being understood that, except as provided in such Third Party Term Sheet, such definitive agreement shall contain terms and conditions that are substantially similar to Knight regarding those set forth in this Agreement to the extent applicable given the nature of the ROFN Program as well as the relevant countries or jurisdictions and the scope of rights being offered by ▇▇▇▇▇▇▇▇). If GSK does not notify Scynexis of its acceptance of the terms set forth in the Third Party Term Sheet within such ROFN Product[***] ([***]) period or if GSK does not execute such definitive agreement with Scynexis within such [***] ([***]) period, then Scynexis shall be free to enter into such agreement with such Third Party on the terms set forth in the Third Party Term Sheet. (c) If Knight does not provide a Knight Waiver Notice and ROFN Triggering Event (other than any event that is a ROFN Triggering Event pursuant to clause (a) of the Parties do not sign a letter related the Binding Financial Terms definition of ROFN Triggering Event) occurs with respect to the development or commercialization of a ROFN Product Program during [***] ([***]) period following the end of the ROFN Negotiation Period for such ROFN Program but before ▇▇▇▇▇▇▇▇’s entry into an agreement with any Third Party for such Available Rights for such ROFN Program in accordance with the procedures set forth in Section ‎2.8(b), then Scynexis shall not have the obligations set forth in Section ‎2.8(a), but shall instead notify GSK in writing and provide GSK with substantially the same information regarding such ROFN Triggering Event at substantially the same time as Scynexis provides such information to any Third Party with which it is negotiating to enter into an agreement for such Available Rights for such ROFN Program. (d) If, pursuant to the foregoing procedures, Scynexis is entitled to enter into an agreement with any Third Party for such Available Rights for such ROFN Program and Scynexis does not enter into an agreement with any Third Party with respect to such Available Rights for such ROFN Program within [***] ([***]) following the end of the ROFN Negotiation Period, then Braeburn Scynexis’s and its Affiliates’ rights in respect of such ROFN Program and such Available Rights shall terminate, and GSK’s ROFN Rights shall continue to apply to such ROFN Program and such Available Rights and, with respect thereto, Scynexis and its Affiliates shall comply with the procedures set forth in this Section ‎2.8. For the avoidance of doubt, ▇▇▇▇▇▇▇▇ acknowledges and agrees that GSK’s ROFN Rights for any ROFN Program shall continue to apply with respect to any and all aspects of such ROFN Program which are not included in the scope of the Available Rights for such ROFN Program, and, with respect thereto, Scynexis and its Affiliates shall comply with the procedures set forth in this Section ‎2.8. (e) Any agreement entered into by Scynexis with a Third Party in accordance with the foregoing procedure set forth in this Section ‎2.8 shall extinguish GSK’s ROFN Rights and any other rights pursuant to this Section ‎2.8 with respect to the applicable Available Rights for the applicable ROFN Program but shall not prevent Scynexis from fully performing any and all of its other obligations under this Agreement which will continue in full force and effect. (f) Any granting or transfer of rights to, or other Exploitation of, any ROFN Program by Scynexis or any of its Affiliates (whether itself or with or through any Third Party) after the Effective Date that would breach or otherwise violate any of GSK’s rights under this Section ‎2.8 shall be null and void ab initio. (g) At least [***] per Calendar Year during the Term, Scynexis shall provide an update to GSK regarding the status of the Development of all ROFN Programs that are actively undergoing Development by Scynexis or any of its Affiliates and are not the subject of an agreement entered into by ▇▇▇▇▇▇▇▇ with a Third Party in accordance with the foregoing procedure set forth in this Section ‎2.8 (it being understood that such update may be in an executive summary form and, for so long as the JDC exists pursuant to Section ‎3.2(a), Scynexis may provide such updates to the JDC). (h) With respect to any ROFN Program, prior to such time when Scynexis or any of its Affiliates is permitted to enter into an agreement with a Third Party for the Available Rights for such ROFN Program and GSK’s ROFN Rights for such ROFN Program have expired in their entirety in accordance with the procedures set forth in this Section ‎2.8, Scynexis shall not, and shall cause its Affiliates to not, directly or indirectly, enter into any agreement or arrangement with any Third Party which includes any sale, assignment or other transfer, conveyance, license, mortgage, deed of trust, lien, pledge, charge, security interest, or encumbrance that would prevent Scynexis or any of its Affiliates from entering into a definitive agreement with GSK in accordance with this Section ‎2.8 pursuant to which Scynexis would grant to GSK any right to Develop or Commercialize such ROFN Program, unless such sale, assignment or other transfer, conveyance, license, mortgage, deed of trust, lien, pledge, charge, security interest, or encumbrance can be terminated in its entirety, released, waived or otherwise modified to permit Scynexis or its Affiliate to grant such right in the same manner as if such sale, assignment or other transfer, conveyance, license, mortgage, deed of trust, lien, pledge, security interest or encumbrance had never been granted. (i) In the event Scynexis undergoes a Change of Control, GSK’s rights pursuant to this Section ‎2.8 that have not yet expired or been extinguished shall survive such Change of Control, provided, however, that (i) the only ROFN Triggering Events with respect to any ROFN Program shall be [***]. (dj) Notwithstanding anything contained herein to the contraryFor purposes of Section ‎1.169(a), it is agreed Section ‎2.8(a)(i), and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights ‎2.8(h), “Completion” means, with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarityClinical Trial, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to that (i) such Clinical Trial has concluded in the normal course in accordance with any sale applicable study plan or change of control of Braeburn or any of its Affiliates, protocol; and (ii) any sale Scynexis (or transfer of its Affiliate, as applicable) has completed all or substantially all reasonable and customary analyses of the assets, business data and results of such Clinical Trial in accordance with any applicable study plan or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an protocol. “Excluded Transaction”)Completed” shall have correlative meaning.

Right of First Negotiation. (a) IfPrior to the Borrower or its Subsidiaries engaging with, at soliciting proposals from, negotiating with or consummating, any time during product financing transaction ([**]) (whether in the Termform of a financing, Braeburn royalty sale, co-development agreement or otherwise) (any such potential product financing, a “Product Financing”), the Borrower shall first provide written notice to the Required Lenders of its Affiliates intends to license interest in completing such Product Financing (a “Product Financing Notice”). The Product Financing Notice shall include a general description of the assets or sublicense its right to develop or Commercialize a ROFN products which are the subject of such Product in Financing, the Territory amount (or any part thereofrange) of financing which the Borrower is seeking to any Third Party in order to permit generate and the proposed timing of the transaction (the “Target Completion Date” of such Third Party to develop or Commercialize the ROFN Product in the Territory (but Financing). The Borrower shall not including any Excluded Transaction), then prior to negotiating engage with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data third party financing source with respect to a given Product Financing transaction, until the development earlier of [**] days following delivery of the Product Financing Notice and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess earlier date, if any, on which the ROFN Product (Required Lenders advises the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period Borrower that it is not interested in acquiring rights to a particular ROFN exploring such Product Financing (a the “Knight Waiver NoticeExclusivity Period”), and, to the extent the Required Lenders advise the Borrower that they wish to explore such Product Financing, will negotiate solely and with them in good faith during the Exclusivity Period in an effort to reach agreement on terms. For the sake of clarity, the Borrower shall have no obligation to enter into any Product Financing with Knight for the Required Lenders or its Affiliates, but only to provide a [***]) -day review period prior to engaging with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburna third party on such transaction. (b) If Knight delivers Each new product financing transaction under consideration by the Borrower or its Subsidiaries shall require a Knight Waiver Product Financing Notice, regardless whether a prior Product Financing Transaction was completed with the Required Lenders or its Affiliates; provided, that a Product Financing that was the subject of a prior Product Financing Notice regarding which is not completed by the applicable Target Completion Date shall be treated as a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties fornew product financing, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN new Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Financing Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]new 30 day review period shall be required. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”).

Right of First Negotiation. (aA) IfDuring the period ending [*] from the First Shipment Date, or [*] from the Effective Date, whichever comes first (the "Negotiation Period"), ABBOTT shall have the right of first negotiation for rights to practice the Licensed Patents and Know-How for development and commercialization of those Analytes in conjunction with Licensed Patents and [*] to which SPECTRx has rights with the right to sublicense, and which ABBOTT has identified as of interest to ABBOTT, whether SPECTRx has agreed to their placement on the Analytes List or not. Abbo▇▇'▇ ▇▇▇ht of first negotiation for [*] is not limited to those for which Abbott has existing rights for [*] technology. To [*] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. commence such negotiation, during the Negotiation Period, ABBOTT shall deliver written notice ("ABBOTT Notice") to SPECTRx indicating on which such Analyte or [*] it desires a license and/or a collaboration agreement from SPECTRx. ABBOTT may only deliver one ABBOTT Notice per Analyte or [*]. (B) During the Negotiation Period, if SPECTRx desires to grant a license for or collaborate on a particular Analyte or [*] and such Analyte has been identified as of interest to ABBOTT, SPECTRx shall deliver written notification of such intent or a proposal ("SPECTRx Notice") to ABBOTT. The SPECTRx Notice shall be delivered to ABBOTT prior to SPECTRx engaging in discussions with any Third Party concerning such Analyte or [*] during the Negotiation Period; provided, that SPECTRx may acknowledge to any such Third Party that ABBO▇▇ ▇▇▇ a right of first negotiation with regard to such Analyte or [*] and describe the relevant terms of such right. (C) ABBO▇▇ ▇▇▇ll have [*] after receipt of the SPECTRx Notice to provide a written response indicating whether ABBO▇▇ ▇▇ interested or not in such Analyte or [*]; provided, however, that ABBO▇▇ ▇▇▇ll not be required to evaluate any Analyte or [*] until at least [*] from the Effective Date and then ABBO▇▇ ▇▇▇ll not be required to evaluate more than [*] Analytes or [*] at the same time. Notwithstanding the allotted [*] time period, at any time during upon receipt of SPECTRx Notice hereunder, if ABBO▇▇ ▇▇▇ no interest, it will promptly so notify SPECTRx. (D) At the Termtime that the SPECTRx Notice is delivered to ABBO▇▇ ▇▇ within fifteen (15) days of receipt of the ABBO▇▇ ▇▇▇ice by SPECTRx, Braeburn or any SPECTRx shall provide to ABBO▇▇ ▇ ▇ull report on the current status of its Affiliates intends research and development activities on such Analyte or [*]. At any time within sixty (60) days after receipt of such report, ABBO▇▇ ▇▇▇ send to SPECTRx an initial proposal containing proposed financial and other material terms for a license or sublicense its right [*] Confidential treatment requested pursuant to develop or Commercialize a ROFN Product in request for confidential treatment filed with the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize Securities and Exchange Commission. Omitted portions have been filed separately with the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to Commission. and/or collaboration agreement for the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product Analyte or [*] (the “Data Package”"Initial Proposal"). If ABBO▇▇ ▇▇▇s not send an Initial Proposal within such period of time or any extended time period agreed to by the parties, then upon written notice from SPECTRx, ABBO▇▇'▇ ▇▇▇ht of first negotiation with regard to such Analyte or [*] shall cease. (E) If ABBO▇▇ ▇▇▇ds an Initial Proposal to SPECTRx, SPECTRx and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights ABBO▇▇ ▇▇▇ll promptly enter into good faith negotiations towards a license and/or collaboration agreement upon mutually agreed terms and conditions. Subject to SPECTRx making all reasonable efforts to meet and negotiate with ABBO▇▇ ▇▇ a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely timely basis and in good faith with Knight for faith, if SPECTRx and ABBO▇▇ ▇▇▇l to reach mutual agreement on a term sheet covering the material terms and conditions of a license and/or collaboration agreement within [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for ] from the acquisition by Knight, by license, sublicense, or otherwise, receipt of the right to develop or Commercialize the ROFN Product in the Territory Initial Proposal by SPECTRx (or such extended time as agreed by the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934parties) then upon written notice from SPECTRx, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 all negotiations shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, cease and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall ABBO▇▇ ▇▇▇ll have no further obligations right of first negotiation with regard to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development Analyte or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (dF) Notwithstanding anything contained herein the other provisions of this Section 5.2, if a [*] as agreed by the parties prior to [*], which utilizes technology licensed to ABBO▇▇ ▇▇▇er this Agreement and [*] of Altea Technologies, Inc. ("ALTEA") , the contraryparties agree to work together to develop and commercialize such system upon mutually agreed development and commercial terms which are reasonable. (G) If, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn for any reason, ABBO▇▇'▇ ▇▇▇hts under this Section 2.9 Article 5 shall apply only to potential licenses expire or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating terminate as to any ROFN Productparticular Analyte, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates then such rights shall also terminate simultaneously for the related [*]. [*] Confidential treatment requested pursuant to a geographic territory that includes request for confidential treatment filed with the Territory Securities and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)Exchange Commission. Omitted portions have been filed separately with the Commission.

Right of First Negotiation. (a) If, at any time during Upon expiration of the Term, Braeburn Option Term or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part applicable extensions thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period provided that it is ACY shall not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF have previously THIS EXHIBIT WERE OMITTED HAS BEEN REDACTED AND REPLACED WITH “[***]”IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. A COMPLETE VERSION OF THIS EXHIBIT REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934COMMISSION. exercised the [ ] Option or the [ ] Option, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 as applicable, ACY shall constitute Confidential Information have, for a period of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents)one year following such expiration, a license, sublicense right of first negotiation ("Right of First Negotiation") to expand the scope of this Agreement to include one or other transfer of its rights to develop more Research Programs for one or Commercialize such ROFN Product more specific Indications included in the Territory (or any part thereof) ([ ] Application and/or the [ ] Application. Such Right of First Negotiation may be exercised by ACY within three months after its receipt of written notice from Apollon that Apollon intends to negotiate with a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms third party with respect to the development or commercialization of a ROFN Product during the ROFN Technology for each such specific Indication (the "Exercise Period"). In the event ACY does not exercise its Right of First Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to any such specific Indication, such Right of First Negotiation will become effective again in the ROFN Product event that Apollon does not execute a development agreement with a third party within 12 months after the last to occur of Apollon's receipt of ACY's written notification that it will not exercise its Right of First Negotiation as to such specific Indication, or the expiration of the Exercise Period. Upon the first exercise of ACY's Right of First Negotiation with respect to any Indication included in the [ ] Application, ACY shall pay to Apollon a non-refundable up-front R&D Payment of $[ ]. Upon the first exercise of ACY's Right of First Negotiation with respect to any other country or jurisdiction (or any part thereof)Indication included in the [ ] Application, ACY THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. For clarityREDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. shall pay to Apollon a non-refundable up-front R&D Payment of $[ ]. Each such aforementioned R&D Payment shall be deemed to be in consideration for research and development relating to each of these Applications, the rights and obligations respectively. ACY's exercise of Knight and Braeburn under this Section 2.9 shall not apply to its Right of First Negotiation (i) any sale or change with respect to additional Indications included in the [ ] Application, made subsequent to its first such exercise within such Application, shall not be deemed to give rise to an additional R&D Payment of control of Braeburn or any of its Affiliates, $[ ] and (ii) any sale or transfer with respect to additional Indications included in the [ ] Application, made subsequent to its first such exercise within such Application, shall not be deemed to give rise to an additional R&D Payment of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)$[ ].

Right of First Negotiation. 15.1 This Article will apply with respect to any cognate other than the Cognates (an “Other Cognate”) intended to emulate the electromagnetic or magnetic field signal or ulRFE of certain chemicals, biochemical or biological agents or molecules with respect to which Hapbee desires, after the Effective Date, to receive licensed rights. Hapbee may at any time indicate to EMulate that it desires to license an Other Cognate from EMulate. If EMulate agrees with Hapbee that such Other Cognate requested by Hapbee may be used to produce an Authorized Product in the Field, EMulate and Hapbee will then, pursuant to one or more written agreements between the Parties, provide Hapbee the opportunity to evaluate (or to have evaluated) for safety such Other Cognates. For the avoidance of doubt, any agreement by EMulate pursuant to the immediately preceding sentence will be made or withheld in EMulate’s sole discretion; provided, that EMulate will not unreasonably withhold such agreement with respect to any Other Cognate that (i) emulates the electromagnetic or magnetic field signal or ulRFE of chemicals, biolchemical or biological agents or molecules that are available for purchase in the United States without a prescription and (ii) EMulate reasonably determines should produce the intended effect indicated by Hapbee in a manner that is safe for humans. If EMulate withholds, or after the evaluations contemplated in this Section 15.1 withdraws, its agreement pursuant to the immediately preceding sentence with respect to any contemplated cognate, such cognate will not be deemed to be an Other Cognate for purposes of this Agreement. EMulate and Hapbee will promptly take action to negotiate the terms of a license agreement, containing terms and conditions substantially the same as those set forth in this Agreement with respect to such Other Cognate; provided, that such license agreement will provide that: (a) Ifthe upfront payment for each such Other Cognate will be ten thousand US dollars (US$10,000.00); (b) the percentage royalty rate on the first ten million US dollars (US$10,000,000.00) of Net Income use (e.g., at any time during subscriptions for) of the Termlicensed product containing such Other Cognate under such license agreement will be equal to twenty-five percent (25%); (c) thereafter, Braeburn or any the percentage royalty rate on the Net Income from use (e.g., subscriptions for) of its Affiliates intends the licensed product containing such Other Cognate under such license agreement will be equal to twenty percent (20%); (d) the amount of all costs and expenses incurred by EMulate for producing such Other Cognate (e.g., costs of measuring, recording and optimizing such Other Cognate) will be for the account of Hapbee; and (e) EMulate will use reasonable commercial efforts to produce such Other Cognate for Hapbee within two (2) months following the execution and delivery of the license or sublicense its agreement. If despite their good faith efforts to do so, EMulate and Hapbee do not enter into a license agreement with respect to such Other Cognate within thirty (30) days after negotiation of the terms of the related license agreement has commenced, then the obligations of EMulate under this Article with respect to such Other Cognate will cease to apply, and EMulate will have the right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) freely license to any Third Party in order any or all of its rights, title and interests with respect to permit such Third Party Other Cognate. 15.2 If EMulate develops an intent to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating enter into negotiations with any Third Party to license or sublicense such development or regarding the commercialization of a recreational and/or non-medical human-use product using an Other Cognate, EMulate will notify Hapbee of the same. Hapbee will have the right, Braeburn shall first within thirty (30) days following receipt of such notice, to notify Knight EMulate whether or not Hapbee desires to have such Other Cognate fall within the scope of its intentSection 15.1 (a “Scope Notice”). If in the Scope Notice Hapbee indicates that it desires to have such Other Cognate fall within the Scope of Section 15.1, then Section 15.1 will be deemed to apply to such Other Cognate, and EMulate will not then proceed with activities with any Third Party for the commercialization of a recreational and/or non-medical human-use product using such Other Cognate. On the other hand, if in the Scope Notice Hapbee indicates that it does not desire to have such Other Cognate fall within the Scope of Section 15.1, or if Hapbee fails to provide to Knight a copy of material data Scope Notice with respect to such Other Cognate within the development and commercialization of 30-day period provided for in this Section 15.2, then Section 15.1 will not apply to such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”)Other Cognate, and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights EMulate will be free to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith proceed with Knight for [***]) activities with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) any Third Party for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Periodrecreational and/or non-medical human-use product using such Other Cognate. In any event, then Braeburn may [***]. (d) Notwithstanding anything contained herein EMulate will be permitted to disclose to the contrary, it is agreed and acknowledged that the rights and applicable Third Party its negotiation obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)15.2.

Right of First Negotiation. (a) IfAs described in this Section 9, at any time during BDSI shall have a right of first negotiation to acquire the Term, Braeburn Arcion Technology. Prior to Arcion or any of its Affiliates intends to license entering into any material negotiations or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating agreement with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization any sale, transfer, disposition or assignment of any Arcion Technology (including but not limited to any such sale, transfer, disposition or assignment effected by a Change of Control of Arcion) (an “ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data PackageTransaction”), and shallArcion shall provide written notice thereof to BDSI (such notice to BDSI, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested “Initiating Notice”) and, if BDSI expresses interest in acquiring rights the Arcion Technology subject to such ROFN Transaction by providing written notice thereof to Arcion within *** of BDSI’s receipt of the Initiating Notice (such a particular ROFN Product (a notice from BDSI, the “Knight Waiver Interest Notice”), then the Parties shall negotiate solely and in good faith with Knight for [***]) to reach agreement on a binding or non-binding term sheet containing commercially reasonable terms with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) such a sale, transfer, disposition or assignment for up to *** commencing on the acquisition by Knightdate of Arcion’s receipt of the Interest Notice, by licenseprovided that Arcion shall not provide an Initiating Notice with respect to any ROFN Transaction prior to the date on which Arcion’s board of directors formally resolves, sublicensein good faith, that Arcion should use, and directs Arcion’s management to use, material efforts to pursue the particular structure and form of such ROFN Transaction for all, or otherwisea particular portion, of the right Arcion Technology with one or more Third Parties. If the parties agree to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [a term sheet for such rights within such ***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[* period, then the Parties shall negotiate in good faith towards a definitive agreement containing commercially reasonable terms for such a transaction, consistent with the agreed upon term sheet, for a period of up to an additional ***]”* following the date on which the Parties agreed on such term sheet. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. If (bi) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight BDSI does not provide an Interest Notice for a Knight Waiver particular ROFN Transaction within the applicable *** Period or (ii) BDSI provides an Interest Notice and for a particular ROFN Transaction within the applicable *** Period, but the Parties do not sign (x) agree on a letter related term sheet concerning a ROFN Transaction within the Binding Financial Terms applicable *** period following such Interest Notice or (y) enter into a definitive agreement concerning such an ROFN Transaction within the *** period following the Parties’ agreement on a term sheet therefor, then BDSI’s right of first negotiation with respect to such ROFN Transaction shall expire and be of no further force or effect for the development Arcion Technology and territory(ies) that were the subject of such negotiations. Arcion shall not, and shall ensure that its Affiliates do not, enter into any material negotiations or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or agreement with any part thereof) without a grant of rights Third Party with respect to any sale, transfer, disposition or assignment with respect to any Arcion Technology (I) without first complying with the ROFN Product applicable obligations of this Section 9 or (II) in any other country or jurisdiction (or any part thereof). For clarityway that would conflict with BDSI’s rights under, and the rights and obligations of Knight and Braeburn under intent of, this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)9.

Right of First Negotiation. During the Exclusivity Term, Notch hereby grants to Allogene a right of first negotiation with respect to each ROFN Target to acquire an exclusive (even as to Notch and its Affiliates), royalty-bearing, world-wide, sublicenseable license under Notch’s Intellectual Property Rights to Exploit CAR Products Directed Against a ROFN Target (a “ROFN License”), as follows: (a) If, at any time during During the Exclusivity Term, Braeburn or any of neither Notch nor its Affiliates intends to license shall (i) initiate any IND-enabling GLP toxicity study for any CAR Product Directed Against any ROFN Target (such product, a “ROFN Product” and such study and any further studies conducted by Notch or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction)Affiliates, then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data PackageNotch Internal R&D”), and shallnor (ii) initiate or participate in negotiations for any agreement with a Third Party for a license, an option to acquire a license, or the sale or other transfer under Notch’s Intellectual Property Rights to Exploit any ROFN Product, unless Knight notifies Braeburn and until the procedures set forth in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn2.7 have been fulfilled. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN ProductNotch or any of its Affiliates desires to undertake any activity described in subsection (a)(i) or (a)(ii) above, then Braeburn may subsequently offer Notch shall provide Allogene with written notice thereof, which notice shall specify (i) the ROFN Target, (ii) a Third Party, summary of the Intellectual Property Rights and data Controlled by Notch and its Affiliates relating to such ROFN Target and ROFN Product(s) and (iii) whether such notice is triggered by subsection (a)(i) or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents)a)(ii) above (such notice, a license, sublicense or other transfer of its rights to develop or Commercialize such “ROFN Product in the Territory (or any part thereof) (a “Third Party OfferNotice”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) Allogene may exercise its right of first negotiation with respect to such ROFN Target at any time during the [***] days following its receipt of such ROFN Notice (the “Notification Period”), by providing to Notch a written notice of exercise during such Notification Period. If Knight Allogene exercises such right of first negotiation, then for [***] days following Notch’s receipt of Allogene’s notice of exercise (the “Negotiation Period”), the Parties shall engage in good faith negotiations regarding the commercially reasonable terms for the ROFN License. During the Negotiation Period, Notch shall provide Allogene with such reasonable additional information regarding such ROFN Target (and any existing ROFN Product(s) Directed Against such ROFN Target Controlled by Notch) and related Intellectual Property Rights as Notch may have in its possession or control and Allogene may reasonably request, provided that Notch shall not be required to perform any work in responding to such requests beyond transmitting such existing information and data in the form it exists. The Negotiation Period shall be commensurately extended by any period of delay in Notch’s transmission of such information. (d) If Allogene does not provide exercise its right of first negotiation with respect to a Knight Waiver Notice ROFN Target during the applicable Notification Period, or Allogene exercises such right of first negotiation and the Parties do not sign a letter related the Binding Financial Terms with respect reach execute an agreement for such ROFN License in accordance herewith prior to the development or commercialization expiration of a ROFN Product during the ROFN applicable Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrarythen, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”).such case:

Right of First Negotiation. During the term of this Agreement, if SUPPLIER initiates discussions, seeks out or is approached by a third-party to (ax) Ifsell substantially all of SUPPLIER's assets to such third-party or (y) become party to a merger, at any time during consolidation, share exchange or similar business combination transaction in which more than 50% of the Termvoting securities of SUPPLIER would be owned by stockholders other than SUPPLIER'S stockholders in existence immediately prior to such transaction (collectively, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction“Reorganization”), then prior SUPPLIER will notify CARDINAL HEALTH in writing of the potential Reorganization (without any obligation, however, to negotiating with identify such third-party or the terms of any Third Party such Reorganization). CARDINAL HEALTH agrees that any such notice and the contents therein shall be kept confidential by CARDINAL as "Confidential Information" pursuant to license or sublicense such development or commercialization right, Braeburn shall first notify Knight Section 13 of its intent, provide to Knight a copy of material data with respect to the development and commercialization this Agreement. Within ten (10) days after receipt of such ROFN Product written notice, CARDINAL HEALTH will respond to SUPPLIER's notice indicating whether it has an interest in Braeburn’s possession and Control negotiating Reorganization with SUPPLIER. If CARDINAL HEALTH does not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”)express its interest in negotiating Reorganization within such 10 day period, and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn SUPPLIER shall have no further obligations obligation to Knight regarding negotiate Reorganization with CARDINAL HEALTH. If within such ROFN Product. (c) If Knight does not provide 10 day period, CARDINAL HEALTH notifies SUPPLIER in writing that it is interested in negotiating Reorganization with SUPPLIER, then SUPPLIER and CARDINAL HEALTH agree that they will discuss a Knight Waiver Notice potential Reorganization between the two parties for up to 10 days thereafter. Notwithstanding the foregoing, nothing herein shall prohibit or impair SUPPLIER'S right or ability to negotiate Reorganization during such 20 day period with any third-party. SUPPLIER shall have absolutely no obligation to enter into Reorganization with CARDINAL HEALTH and shall have no constraints nor need any approvals from CARDINAL HEALTH to enter into or to consummate Reorganization after such 10 day or 20 day period, as the Parties do not sign a letter related the Binding Financial Terms with respect case may be. Notwithstanding any provisions to the development or commercialization of a ROFN Product during the ROFN Negotiation Periodcontrary herein, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under nothing in this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) prohibit SUPPLIER or its affiliates from taking any sale course of action that it or change he reasonably believes, based on the advice of control of Braeburn legal counsel, is necessary to comply with its or any of his fiduciary obligations to SUPPLIER or its Affiliatesstockholders under applicable laws, or (ii) obligate SUPPLIER or its affiliates to take any sale course of action that it or transfer he reasonably believes, based on the advice of all or substantially all of the assetslegal counsel, business or operations of Braeburn or any would constitute a breach of its Affiliates, or all his fiduciary obligations to SUPPLIER or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)stockholders under applicable laws.

Right of First Negotiation. (a) IfIn the event RTI develops an RTI-Developed New Allograft that is not a line extension as defined in Section 2.3 hereof, at any time during the Termyet will have applications primarily useful for spinal fusion surgery, Braeburn or any of its Affiliates intends RTI shall provide information to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data MSD with respect to the development and commercialization specifications of such ROFN Product product, along with prototypes and proof of viability (which shall include, as appropriate, relevant in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”)vitro, in vivo, and shallcadaveric test data). Within [###] after receipt of said information from RTI, unless Knight notifies Braeburn MSD may determine it requires additional information to render a decision on its Right of First Negotiation on the RTI-Developed New Allograft. If MSD reasonably requires additional information, MSD shall submit, in writing during writing, to RTI a list of commercially and scientifically reasonable data it will require to render a decision on the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely RTI-Developed New Allograft. MSD and RTI will meet in good faith with Knight to review and agree upon additional request for information. Within [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, ###] of receipt of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934agreed proof of viability, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 MSD and RTI shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, meet and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms confer with respect to the development feasibility of such product and to confirm that such product is not a line extension as defined in Section 2.3 hereof. If the parties cannot agree as to what documentation is reasonably required to demonstrate viability, or commercialization as to whether such product is a line extension, then the issue(s) shall be decided by a special master in accordance with Section 2.3. Otherwise, if the parties agree that such product is not a line extension or that sufficient additional information has been provided to MSD by RTI, MSD shall give notice to RTI (within [###] of the end of the [###] period or within [###] of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged special master determining that the rights product is not a line extension or that RTI has provided MSD with sufficient additional information to demonstrate viability) as to whether MSD intends to exercise its [###] Certain information on this page has been omitted and obligations of Knight filed separately with the Securities and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights Exchange Commission. Confidential treatment has been granted with respect to the ROFN Product omitted portions. right of first negotiation for the RTI-Developed New Allograft as set forth in any other country or jurisdiction (or any part thereofthis Section 6.3(d)(i). For clarityAny RTI-Developed New Allograft for which MSD elects to exercise its right of first negotiation shall be referred to herein as a “Right of First Refusal Allograft.” Any RTI-Developed New Allograft for which MSD elects not to exercise its right of first negotiation shall be referred to herein as a “Rejected Allograft.” With respect to each Right of First Refusal Allograft, MSD shall have a right for a period of [###] after good faith negotiations begin, to agree with RTI on the rights LSF for such Right of First Refusal Allograft. In the event RTI and obligations MSD agree with respect to the LSF for such Right of Knight First Refusal Allograft, then such Right of First Refusal Allograft shall be added to Schedule 2.1 and Braeburn under shall become a Specialty Allograft for all purposes of this Section 2.9 Agreement and the LSF for such Right of First Refusal Allograft shall be as agreed upon by RTI and MSD. With respect to each Rejected Allograft, RTI shall be entitled to enter into an agreement with any third party for distribution of such Rejected Allograft provided such distribution does not apply to (i) violate any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)MSD Intellectual Property Rights.

Right of First Negotiation. (a) If, at any time during Commencing on the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a Effective Date and continuing until the [***] anniversary thereof (the “ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded TransactionPeriod”), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first Paragon will promptly notify Knight of its intent, provide to Knight Spyre in writing if (i) Paragon has developed a copy of material data descriptive research plan with respect to the development and commercialization Development of such ROFN Product a Multispecific Antibody or a plan to license or grant rights in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights a Multispecific Antibody to a particular ROFN Product Third Party, or (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for ii) Paragon enters into [***]) ] negotiations pursuant to an offer to or from any Third Party relating to the foregoing. Together with such notice, Paragon will provide to Spyre all material information and research plans developed by Paragon with respect to mutually agreeable binding financial terms such Multispecific Antibody (the “Binding Financial TermsROFN Information”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). Spyre will have [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934] days from receipt of the ROFN Information to deliver a written notice to Paragon of Spyre’s desire to engage in negotiations for an agreement concerning the Development, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information or exclusive license or grant of Braeburnrights to, such Multispecific Antibody. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN ProductSpyre does not provide such written notice to Paragon of its interest to engage in such negotiations within such [***] day period, then Braeburn may subsequently offer (i) Paragon shall be free to enter into an agreement with a Third Party, Party with respect to the grant of a license or solicit offers from Third Parties forother rights to such Multispecific Antibody and corresponding Multispecific Products without further obligation to Spyre under this Section 2.7, and take (ii) Spyre’s license under Section 2.1(b) shall automatically exclude any action in furtherance right to Develop, Manufacture, Commercialize or otherwise exploit the identical Multispecific Antibodies Developed by or on behalf of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), Paragon and Braeburn shall have no further obligations to Knight regarding such ROFN Productcorresponding Multispecific Products. (c) If Knight Spyre does not provide a Knight Waiver Notice and Paragon such written notice within such [***] day period, the Parties do not sign will negotiate [***] on an exclusive basis for a letter related period of up to [***] months from the Binding Financial Terms with respect date of Spyre’s notice (“ROFN Negotiation Period”), an agreement for the Development, or exclusive license or grant of rights to, such Multispecific Antibody and corresponding Multispecific Products. Prior to the development or commercialization of a ROFN Product and during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein Paragon shall not enter into an agreement with respect to such Multispecific Antibody with any Third Party that will prevent Paragon from entering into an agreement with Spyre for the contraryDevelopment, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop exclusive license or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights to, such Multispecific Antibody and corresponding Multispecific Products. Unless and until the Parties have entered into an agreement with respect to such Multispecific Antibody and corresponding Multispecific Products, Spyre shall have no rights or license with respect to such Multispecific Antibody and corresponding Multispecific Products except as otherwise expressly provided in Section 2.1. In the event that the Parties have not entered into an agreement with respect to such Multispecific Antibody and corresponding Multispecific Products prior to the expiration of the ROFN Negotiation Period, then (i) Paragon shall be free to enter into an agreement with a Third Party with respect to the ROFN Product in any grant of a license or other country or jurisdiction (or any part thereof). For clarity, the rights to such Multispecific Antibody and obligations of Knight and Braeburn corresponding Multispecific Products without further obligation to Spyre under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates2.7, and (ii) Spyre’s license under Section 2.1(b) shall automatically exclude any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop Develop, Manufacture, Commercialize or Commercialize a ROFN Product that relates to a geographic territory that includes otherwise exploit the Territory identical Multispecific Antibodies Developed by or on behalf of Paragon and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)corresponding Multispecific Products.

Right of First Negotiation. (a) If, at At any time during between the Termcompletion of the IND-enabling GLP toxicology studies and the availability of the Key Listings and Tables from the first Phase I Clinical Trial with multiple ascending dose proof of concept within the Field conducted independently by or on behalf of InterMune for any given [***] compound but no later than [***] from the Effective Date hereof, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product provided such [***] compound has the properties that would meet the Lead Compound Requirements set forth in Schedule 1.92 and [*] Certain information on this page has been redacted and filed separately with the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. that IND-enabling GLP toxicology studies have been completed, InterMune shall provide Roche with written notice and Roche shall have the right of first negotiation to enter into negotiations with InterMune for a separate agreement for the further research, development and and/or commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms ] compound in the Field as described in this Section 6.3.2 (“Binding Financial TermsRight of First Negotiation”) ). Such notice shall include a reasonable confidentiality agreement for the acquisition by KnightParties to execute no later than fifteen (15) business days of such notice to enable Roche to conduct due diligence. Upon execution of such confidentiality agreement, by license, sublicense, or otherwise, of InterMune shall provide Roche all the right to develop or Commercialize available and relevant data from the ROFN Product in the Territory (or the applicable part thereof). studies for such [***]] compound (“Right of First Negotiation Report”). All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “Commencing on the date that Roche receives the Right of First Negotiation Report, Roche shall have the right to conduct initial due diligence related to the [***]] compound for a period of up to [***] following delivery by InterMune of the First Right of Negotiation Report. Roche’s due diligence may include, but is not limited to, the following: (i) a full pre-clinical or clinical (as applicable) and manufacturing audit of InterMune, at Roche’s expense, (ii) the right to reasonably request all relevant data, including raw data, obtained to date relating to the [***] Compound, and (iii) the right to inspect InterMune’s facilities and, to the extent within the reasonable control of InterMune, the facilities of its clinicians and manufacturers (and InterMune agrees to use its [***] to ensure that Roche can inspect the facilities of such Third Parties). In the event Roche determines to exercise its Right of First Negotiation, upon conclusion of its initial due diligence, Roche shall provide written notice of its intent to InterMune (“Right of First Negotiation Notice”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn ) and the Parties shall negotiate in good faith using Commercially Reasonable Efforts to Knight pursuant enter into an amendment to this Agreement, subject to subsections (a), (b) and (c) below, for a period of [***] following the date of receipt of the Right of First Negotiation Notice (the “Right of First Negotiation Exclusivity Period”). (a) The Parties agree that such amendment shall provide that such [***] compound will be added to this Agreement as a “Licensed Compound” to be governed under this Agreement, including, but not limited to, being subject to the payments provisions set forth in Sections [***] (inclusive); provided, however that Section 2.9 [***] shall not apply. In addition, such amendment will provide for a separate and additional [***] payment in return for rights to such [***] compound and the development plan therefor, including the associated budget (which development plan will constitute the “Development Plan” for such [***] Compound once it becomes a “Licensed Compound” for purposes of this Agreement), which [***] payment and development plan will be negotiated by the Parties in good faith using Commercially Reasonable Efforts taking into consideration most recent comparable transactions involving compounds or products in substantially the same stage of development and competitive space, [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential Information of Braeburntreatment has been requested with respect to the omitted portions. industry standards and scientific, business and marketing and return on investment issues. (b) If Knight delivers the Parties cannot agree on the amount of the [***] payment upon the expiration of the Right of First Negotiation Exclusivity Period, within thirty (30) days thereafter, the Parties shall engage a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, mutually agreeable independent investment banking firm of national reputation to decide on the amount of the [***] payment (“Valuation Price”) and take any action in furtherance each Party shall submit to such investment banking firm an appraisal prepared by such Party as to its assessment of the fair market value of the collaboration (including providing information, participating in discussions, and/or engaging advisors or agents)each such appraisal, a license“Valuation”). In the event of a Party’s failure to submit its Valuation by the end of the aforementioned thirty (30) day time period, sublicense or the Valuation Price will be equal to the Valuation submitted by the other transfer Party. If both Parties submit Valuations within the thirty (30) day time period, within ten (10) days thereafter, the investment banking firm will select one of the Valuations which will then be the Valuation Price. The investment banking firm when making its rights to develop or Commercialize such ROFN Product in selection shall take into account the Territory (or any part thereof) (a “Third Party Offer”value of the patent rights, know-how and other assets, the potential market and return on investment for the [***] compound(s), and Braeburn the most recent comparable transactions involving compounds or products in substantially the same stage of development (including the transactions covered by this Agreement) and competitive space. In addition, the investment banking firm when making its selection shall take into account any additional value InterMune may have no further obligations to Knight regarding contributed towards the development of the [***] compound between the date Roche receives the Right of First Negotiation Report from InterMune and the time the Valuation Price is finally resolved in accordance with the procedure set forth above. The Parties shall equally share in the cost of the engagement of such ROFN Productinvestment banking firm. (c) If Knight does not provide a Knight Waiver Notice and the Parties do cannot sign a letter related agree on the Binding Financial Terms with respect to appropriateness of the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may plan for such [***]. (d) Notwithstanding anything contained herein ] compound, the dispute will be resolved pursuant to the contrarySection 13.6; provided, it is agreed and acknowledged however, that the rights arbitrators shall only have the power and obligations of Knight and Braeburn under this Section 2.9 shall apply only authority to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in arbitrate the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all matter of the assetsappropriateness of the development plan (taking into consideration the most recent comparable transactions involving compounds or products in substantially the same stage of development (including the transactions covered by this Agreement), industry standards and scientific, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”marketing and return on investment issues).

Right of First Negotiation. MERRIMACK hereby grants to ▇▇▇▇▇▇ a right of first negotiation to obtain rights to MM-111, MM-141 and MM-302 (collectively, the “ROFN Programs”, each a “ROFN Program”) outside of the US or with regard to any Licensing Opportunity (as defined below) that includes any territory outside of the US during the Term of this Agreement on the terms and conditions set forth in this Section 6.2. (a) If, at any time during the Term, Braeburn or any of its Affiliates If MERRIMACK intends to license or sublicense its right begin negotiations with a Third Party (other than contract research organizations, other services providers and other Third Parties to develop or Commercialize a ROFN Product in the Territory (or any part thereofwhich MERRIMACK does not grant commercialization rights) to any Third Party in order grant an exclusive or non-exclusive Commercialization license to permit such Third Party to develop or Commercialize the and commercialize any ROFN Product Program in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight Field outside of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product US (the “Data PackageLicensing Opportunity”), MERRIMACK shall provide written notice of such intent to ▇▇▇▇▇▇ and shall, unless Knight notifies Braeburn ▇▇▇▇▇▇ shall notify MERRIMACK in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for within [***]) with respect to mutually agreeable binding financial terms ] days (the “Binding Financial TermsResponse Period”) for as to whether ▇▇▇▇▇▇ has a bona fide interest in discussing the acquisition by KnightLicensing Opportunity and wishes to receive further data and information relating to the Licensing Opportunity on a confidential basis. Such written notice from MERRIMACK shall include a reasonable summary of scientific data relevant to the use, by licensesafety, sublicenseefficacy and any other matters as MERRIMACK can reasonably provide on a non-confidential basis relating to such Licensing Opportunity, or otherwise, of to allow ▇▇▇▇▇▇ to assess its interest in discussing the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of BraeburnLicensing Opportunity. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN ProductIf, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance before the expiration of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Response Period, then Braeburn may ▇▇▇▇▇▇ indicates in writing that it is interested in discussing the Licensing Opportunity, MERRIMACK shall provide ▇▇▇▇▇▇ with confidential data and information within [**] days, and ▇▇▇▇▇▇ shall have an additional [*]. *] days (dthe “Additional Response Period”) Notwithstanding anything contained herein to the contrarynotify MERRIMACK in writing as to whether ▇▇▇▇▇▇ wishes to enter into exclusive negotiations with MERRIMACK regarding such Licensing Opportunity; provided, it is agreed and acknowledged however, that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only Additional Response Period may be extended by ▇▇▇▇▇▇ for up to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in an additional [**] days if the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that Licensing Opportunity relates to a geographic territory that includes the Territory and at least more than one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)ROFN Program.

Right of First Negotiation. (ai) IfSubject to the limitations and conditions herein, at following receipt of a Negotiation Election, Purchaser hereby grants to Seller a right of first negotiation on the terms set forth in this Section 1.8(c) with respect to a license to or assignment of Purchaser’s right, title and interest in and to the following assets, to the extent reasonably necessary or desirable to further any time during research relating to, or the Termdevelopment of, Braeburn the Assigned Assets by Assignee following an Assignment Transaction, and all associated liabilities: (A) all previously granted regulatory approvals, to the extent exclusively possessed by Purchaser or its Subsidiaries, that are solely related to and useful only in connection with the Assigned Assets or any of Product; (B) any other Intellectual Property Rights derived from or related to the Assigned Assets then exclusively owned by Purchaser or its Affiliates intends Subsidiaries that are solely related to and useful only in connection with the Assigned Assets or any Product; (C) any in-bound license agreement that is solely related to and useful only in connection with the Assigned Assets or sublicense any Product; and (D) any modified cell lines, including any master cell bank and any working cell banks, generated by Purchaser or its right to develop or Commercialize a ROFN Product Subsidiaries in the Territory (course of any research or development activities relating to any Product that are solely related to and useful only in connection with the Assigned Assets or any part thereof) Product. To the extent not transferred or assigned pursuant to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded TransactionSection 1.8(b), then prior such assets, collectively, are referred to negotiating with any Third Party herein as the “Program Assets”. Purchaser and Seller shall negotiate in good faith a term sheet setting forth the terms and conditions of a license to license or sublicense such development or commercialization rightassignment of the Program Assets (the “Program License”), Braeburn shall first notify Knight including the structure and economics thereof, for a period of its intent, provide to Knight three (3) months from Purchaser’s receipt of notice of exercise of the Negotiation Election (the “Negotiation Period”). If Purchaser and Seller enter into a copy of material data term sheet with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that Program License on mutually acceptable terms within the Negotiation Period, the Negotiation Period shall be reasonably sufficient to assess the ROFN Product automatically extended for an additional three (the “Data Package”)3) months, during which period Purchaser and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), Seller shall negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) the definitive documentation for the acquisition by Knight, by license, sublicense, or otherwise, of Program License. If the right to develop or Commercialize Program License is not entered into within the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, Negotiation Period then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn Purchaser shall have no further obligations pursuant to Knight regarding this Section 1.8(c) and this Section 1.8(c) shall terminate (x) at the end of the Negotiation Period, if Purchaser has not breached, in any material respect, the covenants set forth in this Section 1.8(c), or (y) on the earlier of (A) the date Purchaser shall have cured any such ROFN Productbreach and (B) the twentieth (20th) Business Day after receipt of written notice of breach from Seller. To assert any breach contemplated hereby, Seller must provide written notice to Purchaser promptly following the occurrence thereof and in any event prior to the end of the Negotiation Period. To the extent that the Program Assets include any in-bound license agreement under Section 1.8(c)(i)(C), (1) Purchaser’s obligations under this Section 1.8(c)(i) with respect to such license agreement shall be satisfied by introducing Seller to the licensor and reasonably cooperating with Seller to effect an assignment of such license agreement or termination of such agreement to permit Assignee to enter into a direct license agreement with the licensor and (2) any out-of-pocket costs, expenses or incremental Liabilities, including any termination or other fees, incurred by Purchaser or its Subsidiaries in connection with actions under this Section 1.8(c)(i) with respect to such license agreement shall be at the expense of Seller (on behalf of Assignee); provided, however, that such expenses borne by Seller shall specifically exclude the first $5,000 of out-of-pocket legal fees and disbursements incurred by Purchaser or its Subsidiaries with respect to each such license. (cii) If Knight does not provide During the Negotiation Period, Purchaser and Seller shall also discuss the terms and conditions of a Knight Waiver Notice non-exclusive license to Purchaser’s right, title and interest in and to the Parties do not sign a letter following assets, to the extent necessary or appropriate to further the development of the Assigned Assets by Assignee following an Assignment Transaction, and all associated liabilities: (A) any regulatory applications or approvals possessed by Purchaser that are related to the Binding Financial Terms Assigned Assets or any Product, but that also are or may be useful for Purchaser activities other than the Products; (B) any other Intellectual Property Rights developed by Purchaser or its Subsidiaries that are derived from and related to the Assigned Assets or any Product, but that also are or may be useful for Purchaser activities other than the Products; (C) any data then exclusively owned by Purchaser or its Subsidiaries arising directly out of any clinical trial conducted with respect to a Product that also is or may be useful for Purchaser activities other than the Products; and (D) any modified cell lines, including any master cell bank and any working cell banks, generated by Purchaser or its Subsidiaries in the course of any research or development activities relating to any Product that also are or commercialization of a ROFN Product during may be useful for Purchaser activities other than the ROFN Negotiation Period, then Braeburn may [***]Products. Such assets are collectively referred to herein as the “Additional Assets”. (diii) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliatesforegoing, (iiA) neither the Program Assets nor the Additional Assets shall include any sale assets of any acquirer, Affiliate (other than a wholly-owned Subsidiary of Purchaser) or transfer parent entity of all Purchaser; provided, that such assets were not transferred to such entity by Assignor solely for the purpose of avoiding its obligations hereunder, and (B) the parties acknowledge and agree that, subject to compliance with the obligation to negotiate in good faith set forth in Section 1.8(c)(i) above, neither Purchaser nor Seller has any obligation to license the Program Assets or substantially all of the assetsAdditional Assets, business whether at fair market value or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)otherwise.

Right of First Negotiation. (a) If2.2.1 For a period of [***] years from the Effective Date, at Teva shall have the right of first negotiation, for Commercialization and Marketing rights in the Territory with respect to any time Future Product. 2.2.2 If during the TermTerm of this Agreement, Braeburn Alvotech or any of its Affiliates intends to license decides to, directly or sublicense its right to develop or Commercialize indirectly, through any Third Party, commercialize a ROFN Future Product in the Territory (or any part thereof) Territory, Alvotech will so notify Teva in writing and Teva shall have the first opportunity to any Third Party in order negotiate the Commercialization and Marketing rights to permit such Third Party to develop or Commercialize the ROFN Future Product in the Territory Territory. In such case, the following procedures shall apply: (but not including any Excluded Transaction)a) Within [***] Business Days after providing notice to Teva of Alvotech’s decision to commercialize a Future Product, then prior Alvotech shall invite Teva in writing to negotiating enter into negotiations, setting forth, in such invitation, Alvotech’s proposed terms for a license and development agreement with any Third Party respect to license or sublicense such development or commercialization rightthe Future Product, Braeburn shall first notify Knight of its intentas applicable, provide to Knight a copy of and material data with respect to the development and commercialization of such ROFN Future Product in Braeburn’s possession and Control not previously provided to Knight and that as shall be reasonably sufficient for Teva to assess the ROFN Product Future Product; (the “Data Package”)b) If Teva wishes to enter into such negotiations, and Teva shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring within [***] days following receipt of Alvotech’s invitation, deliver to Alvotech written notice of Teva’s intent to negotiate for rights to a particular ROFN Product the Future Product; (a “Knight Waiver Notice”)c) If Teva provides such notice, then for the Negotiation Period, the Parties shall negotiate solely and in good faith and exclusively with Knight each other for Commercialization and Marketing rights to such Future Product in the Territory (any Future Product for which the Parties reach a definitive binding agreement for such rights, an “Exercised Product”); (d) If Teva does not deliver to Alvotech written notice of its intent to negotiate for such rights within the period specified in Section 2.2.2(b), then Alvotech shall be free thereafter to negotiate and enter into a license and development agreement or similar agreement for the Future Product in the Territory, with any Third Party; and (e) If the Parties have not entered into a legally binding, written agreement by the expiration of the Negotiation Period, or by such earlier date as the Parties may mutually agree, Alvotech shall be free thereafter to negotiate and enter into a license and development agreement or similar agreement for the applicable Future Product or Exercised Product in the Territory, with any Third Party. 2.2.3 It is the understanding of the Parties that the following transactions shall not be subject to the right of first negotiation described in this Section 2.2: (a) [***]; (b) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product.; nor (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”).

Right of First Negotiation. (a) IfJunshi hereby grants to Coherus the exclusive right of first negotiation in the event that Junshi or its Affiliates determines to transfer, at license, sublicense, assign, grant, or otherwise dispose of rights to any time during the TermThird Party, Braeburn other than express or implied licenses/sublicenses granted to an agent or a consultant, contract manufacturing organization, contract research organization, or other similar type contractor acting for or on behalf of Junshi or its Affiliates, to Develop or Commercialize one or more Antibodies Controlled by Junshi or any of its Affiliates intends directed to license CD112r or sublicense its right CTLA-4 (a “ROFN Product”) in one or more countries in the Coherus Territory (a “ROFN Product Activity” and such countries, the “ROFN Jurisdictions”). Promptly upon determining to develop or Commercialize engage in a ROFN Product Activity, Junshi will notify Coherus in writing of such determination and identify the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the applicable ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data and ROFN Jurisdictions with respect to the development and commercialization which such Development or Commercialization rights would be granted. Coherus will have an exclusive right, exercisable no later than 30 days after receipt of any such ROFN Product in Braeburn’s possession and Control not previously provided written notice from Junshi, to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn notify Junshi in writing during the ROFN Negotiation Period that it is not interested in acquiring rights as to a particular ROFN Product (a “Knight Waiver Notice”), whether Coherus desires to negotiate solely and in good faith with Knight exclusively for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop Develop or Commercialize such ROFN Product in the Territory such ROFN Jurisdiction (or any part thereof) (for each of CD112r and CTLA-4, each, a “Third Party OfferROFN Exercise Notice”). If Coherus provides a ROFN Exercise Notice to Junshi within such 30 day period indicating its desire to negotiate for such rights to the applicable ROFN Product in the applicable ROFN Jurisdiction, then (a) upon Coherus’ request, Junshi will (i) within 20 Business Days of Coherus’ request, provide Coherus with other information and Braeburn shall have no further obligations documentation reasonably requested by Coherus relating to Knight regarding such ROFN Product. Product and ROFN Jurisdiction; and (cii) If Knight does not provide a Knight Waiver afford Coherus and its representatives reasonable access during normal business hours to Junshi’s personnel; and (b) Coherus will have the exclusive right for 100 ​ ​ ​ days from the date of Junshi’s receipt of the ROFN Exercise Notice and the Parties do not sign a letter related the Binding Financial Terms to enter into an agreement or amendment to this Agreement, as applicable, with respect to the development or commercialization Exploitation by Coherus of a such ROFN Product during the in such ROFN Negotiation PeriodJurisdiction. If, then Braeburn may [***]. (d) Notwithstanding anything contained herein with respect to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in a ROFN Jurisdiction, either (A) Coherus does not provide the Territory ROFN Exercise Notice to Junshi within such 30 day period, or (B) Coherus and Junshi do not agree on terms under which Coherus would be granted the right to Exploit such ROFN Product in such ROFN Jurisdiction within the 100 day negotiation period after having conducted such negotiations in good faith, then, in each case ((A) and (B)), Junshi will be free to enter into negotiations and an agreement with one or any part thereof) without more Third Parties relating to a grant of rights with respect to the Develop or Commercialize such ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop Develop or Commercialize a any such ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)itself) in such ROFN Jurisdiction.

Right of First Negotiation. Alpine hereby grants to Kite an exclusive first right to negotiate an exclusive, worldwide, royalty-bearing license, with the right to grant sublicenses, to practice and exploit any pharmaceutical or biologic product containing an allogeneic T cell that is genetically modified to express a [****] and that is developed for use as, or used as, a therapy for cancer (a) If, an “Allogeneic Product”). Kite may exercise its right at any time during a period of [****] after its receipt of written notice from Alpine, indicating Alpine’s intention to grant a license to any Allogeneic Product, by providing to Alpine a written non-binding term sheet inclusive of the Termmaterial financial terms for such license. Within [****] of receipt of such term sheet, Braeburn or any Alpine shall provide to Kite written notice of its Affiliates intends non-binding acceptance or desire to further negotiate, or non-acceptance of such term sheet. If Alpine accepts or desires to further negotiate such term sheet, Alpine and Kite will negotiate in good faith, for up to [****], in order to reach agreement on a license agreement on commercially reasonable terms that is satisfactory to both Parties. If Kite has not exercised its right upon expiration of the applicable [****] period, if Alpine does not accept Kite’s term sheet, or if the Parties do not reach agreement upon and execute a license agreement in accordance herewith upon expiration of the [****] negotiation period, then, in each such case, Alpine shall be free to license or sublicense its right such Allogeneic Product to develop or Commercialize a ROFN any Third Party; provided that, prior to Alpine accepting any offer to license such Allogeneic Product in the Territory (or any part thereof) to any Third Party in order on terms that are substantially similar to permit (or less favorable to Alpine than) those offered by Kite, Kite shall have a one-time right of first refusal whereby Alpine shall offer such license (with the same terms and conditions offered by such Third Party Party) to develop or Commercialize the ROFN Product Kite in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”)writing, and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for Kite shall have [***]) with respect *] to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product accept such offer in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof)writing. For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 Alpine shall not apply be obligated to (i) any sale or change disclose the name of control of Braeburn or any of its Affiliatessuch Third Party. Notwithstanding anything to the contrary in this Agreement, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of BraeburnKite’s right of first refusal does not apply where a Third Party has offered Alpine terms and conditions for a license to develop or Commercialize a ROFN an Allogeneic Product that relates are substantially better for Alpine (considering the entire economic consideration to a geographic territory that includes be received by Alpine under such offer) than the Territory terms and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)conditions offered by Kite.

Right of First Negotiation. (a) If, In the event Cardiokine at any time during seeks or determines to enter into a marketing partnership, co-promotion or other equivalent or similar arrangement (a “Marketing Partnership”) for a Licensed Product within the TermTerritory, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in Cardiokine shall provide Wyeth with written notice thereof (the Territory (or any part thereof“Initial Notice”) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then and comply with this Section 6.1 prior to negotiating with any Third Party for such Marketing Partnership. Cardiokine shall also provide ‘to license Wyeth, together with such written notice, an electronic copy of the NDA submitted to the FDA for such Licensed Product (if one has been submitted at the time of such Initial Notice) as well as the market studies and reports and other similar or sublicense related information and data in respect of such development Licensed Product in Cardiokine’s or commercialization right, Braeburn its Affiliates’ possession or control in order for Wyeth to determine its interest in entering into a Marketing Partnership with Cardiokine. All such information provided to Wyeth hereunder shall first notify Knight be deemed to be Confidential Information of Cardiokine. Wyeth shall have [####]from the date of its intent, provide receipt of the Initial Notice to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period give Cardiokine written notice that it is not interested in acquiring rights exercising ‘ its right to negotiate with Cardiokine regarding a particular ROFN Product Marketing Partnership (a such notice being an “Knight Waiver Exercise Notice”). If Wyeth gives Cardiokine an Exercise Notice within the foregoing [####]period, negotiate solely then during the period beginning on the date of the Exercise Notice and ending on the date that is [####]after the date of the Exercise Notice, the Parties shall promptly and diligently negotiate, on an exclusive basis and in good faith with Knight faith, to enter into a Marketing Partnership for [***]) with respect to mutually agreeable binding financial such Licensed Product on commercially reasonable terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale Wyeth fails to give an Exercise Notice within the foregoing [####]period or change of control of Braeburn or any of its Affiliates, (ii) any sale if the Parties are unable, within the foregoing [####], to enter into a term sheet or transfer letter of all or substantially all intent setting forth the principal terms of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating Marketing Partnership to any ROFN Productbe entered into, or (iii) if the Parties are unable to enter into a definitive agreement setting forth all the terms and conditions of the Marketing Partnership within [####]after entering into said term sheet or letter of intent, then Cardiokine shall be free to negotiate and enter into an agreement for a Marketing Partnership for such Licensed Product (the “Marketing Partnership Agreement”) with any licenseThird Party; provided that the terms of the Marketing Partnership Agreement with the Third Party, sublicense taken as a whole, may not be less favorable to Cardiokine than those last offered to Wyeth or other transfer proposed by Wyeth; and provided, further, that the Marketing Partnership Agreement must comply with the terms and conditions of Braeburn’s right this Agreement. If the terms of the Marketing Partnership Agreement with the Third Party, taken as a whole, are less favorable to develop Cardiokine than those last offered to Wyeth or Commercialize proposed by Wyeth, then Cardiokine may offer such terms (the “Alternative Offer”) to Wyeth, and if Wyeth does not, within [####]of its receipt of the Alternative Offer, notify Cardiokine of its acceptance thereof and willingness to enter into further negotiations (the “Second Exercise Notice”) to enter into a ROFN Product Marketing Partnership Agreement, then Cardiokine shall be free to enter into such Marketing Partnership Agreement with such Third Party. In the event that relates Wyeth gives Cardiokine the Second Exercise Notice, the parties shall negotiate in good faith for a period not to exceed [####], unless otherwise mutually agreed, and if a geographic territory that includes definitive Marketing Partnership Agreement shall not be concluded, then Cardiokine shall be entitled to enter into such Agreement with the Territory and at least one other country (each Third Party. The provisions applicable to Cardiokine under this Article 6 shall also apply to any Affiliate of (i)-(iii), without limitation, an “Excluded Transaction”)Cardiokine to which Cardiokine has granted or otherwise extended its rights hereunder.

Right of First Negotiation. (a) IfIn the event RTI develops an RTI-Developed New Allograft that is not a line extension as defined in Section 2.3 hereof, at any time during the Termyet will have applications primarily useful for spinal fusion surgery, Braeburn or any of its Affiliates intends RTI shall provide information to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data MSD with respect to the development and commercialization specifications of such ROFN Product product, along with prototypes and proof of viability (which shall include, as appropriate, relevant in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”)vitro, in vivo, and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”cadaveric test data), negotiate solely and in good faith with Knight for . Within [***]) with respect **] after receipt of said information from RTI, MSD may determine it requires additional information to mutually agreeable binding financial terms (“Binding Financial Terms”) render a decision on its Right of First Negotiation on the RTI-Developed New Allograft. If MSD reasonably requires additional information, MSD shall submit, in writing, to RTI a list of commercially and scientifically reasonable data it ▇▇▇▇ require to render a decision on the RTI-Developed New Allograft. MSD and RTI will meet in good faith to review and agree upon additional request for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof)information. Within [***]**] of receipt of the agreed proof of viability, MSD and RTI shall meet and confer with respect to the feasibility of such product and to confirm that such product is not a line extension as defined in Section 2.3 hereof. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “If the parties cannot agree as to what documentation is reasonably required to demonstrate viability, or as to whether such product is a line extension, then the issue(s) shall be decided by a special master in accordance with Section 2.3. Otherwise, if the parties agree that such product is not a line extension or that sufficient additional information has been provided to MSD by RTI, MSD shall give notice to RTI (within [***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. **] of the end of the [*****] period or within [*****] of a special master determining that the product is not a line extension or that RTI has provided MSD with sufficient additional information provided by Braeburn to Knight pursuant demonstrate viability) as to whether MSD intends to exercise its right of first negotiation for the RTI-Developed New Allograft as set forth in this Section 2.9 6.3(d)(i). Any RTI-Developed New Allograft for which MSD elects to exercise its right of first negotiation shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights be referred to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (herein as a “Third Party Offer”)Right of First Refusal Allograft.” Any RTI-Developed New Allograft for which MSD elects not to exercise its right of first negotiation shall be referred to herein as a “Rejected Allograft.” With respect to each Right of First Refusal Allograft, and Braeburn MSD shall have no further obligations a right for a period of [*****] after good faith negotiations begin, to Knight regarding agree with RTI on the LSF for such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice Right of First Refusal Allograft. In the event RTI and the Parties do not sign a letter related the Binding Financial Terms MSD agree with respect to the development or commercialization LSF for such Right of a ROFN Product during the ROFN Negotiation PeriodFirst Refusal Allograft, then Braeburn such Right of First Refusal Allograft shall be added to Schedule 2.1 and shall become a Specialty Allograft, an Assembled Allograft, or Bone Paste, as the case may [***]. (d) Notwithstanding anything contained herein to be, for all purposes of this Agreement and the contrary, it is LSF for such Right of First Refusal Allograft shall be as agreed upon by RTI and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with MSD. With respect to the ROFN Product in each Rejected Allograft, RTI shall be entitled to enter into an agreement with any other country or jurisdiction (or third party for distribution of such Rejected Allograft provided such distribution does not violate any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)MSD Intellectual Property Rights.

Right of First Negotiation. In the event that a Stockholder -------------------------- desires to Transfer any shares of Common Stock following the IPO Date in a Transfer described in clauses (ax), (y) Ifor (z) of Section 4.1(b), at any time during such -------------- Stockholder shall give written notice thereof to AT&T PCS, such notice to specify, among other things, the Termnumber of shares that such Stockholder desires to sell. For the applicable first negotiation period hereinafter set forth, Braeburn or any of its Affiliates intends to license or sublicense its AT&T PCS shall have the exclusive right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit negotiate with such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data Stockholder with respect to the development and commercialization purchase of such ROFN Product in Braeburn’s possession shares; it being understood and Control agreed that such exclusive right shall not previously provided be deemed to Knight be a right of first offer or right of first refusal for the benefit of AT&T PCS and that such Stockholder shall be reasonably sufficient have the right to assess reject any offer made by AT&T PCS during such applicable first negotiation period. Upon the ROFN Product expiration of such applicable first negotiation period, such Stockholder shall have the right (for the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) applicable offer period hereinafter set forth with respect to mutually agreeable binding financial each applicable first negotiation period), following the expiration of such applicable first negotiation period, to offer and sell such shares included in such written notice on such terms (“Binding Financial Terms”) for and conditions as shall be acceptable to such Stockholder in its sole discretion. If any of such shares included in such written notice are not sold pursuant to the acquisition by Knight, by license, sublicense, or otherwise, provisions of this Section 4.4 prior to the expiration of the right applicable offer period, such shares ----------- shall become subject once again to develop or Commercialize the ROFN Product provision and restrictions hereof. If a Stockholder desires to Transfer shares of Common Stock (a) pursuant to a Registration of Common Stock under Section 5 in the Territory (or an underwritten offering that --------- constitutes a bona fide distribution of such Common Stock pursuant to such Registration, the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934first negotiation period shall be ten (10) days and the applicable offer period upon the expiration of such first negotiation period shall be one hundred twenty (120) days, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Productpursuant to Rule 144, then Braeburn may subsequently the applicable first negotiation period shall be three (3) hours (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer a Third Party, or solicit offers from Third Parties for------------ period upon the expiration of such first negotiation period shall be five (5) business days, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does in any single transaction or series of related transactions to one or more Persons which will result in the Transfer by such Stockholder (together with any other Stockholder participating in such single transaction or series of related transactions) of not provide more than ten percent (10%) of the Common Stock on a Knight Waiver Notice fully diluted basis (excluding for such purposes the Series A Preferred Stock), the applicable first negotiation period shall be one (1) business day, so long as notice of such proposed Transfer is given to AT&T PCS prior to 9:00 A.M. on the day prior to the date of such proposed Transfer (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the Parties do not sign a letter related applicable offer period upon the Binding Financial Terms with respect to the development or commercialization expiration of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]such ------------ first negotiation period shall be ten (10) business days. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”).

Right of First Negotiation. (a) If, at If BDSI determines that it will (i) seek to grant any time during license to a Third Party that includes the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to market or promote an ROFN Product in the Territory or (ii) develop (for purposes of obtaining Marketing Authorization thereof in the Territory), sell, market, distribute, or Commercialize a otherwise commercialize any ROFN Product in the Territory (itself or via any part thereofAffiliate or Third Party) pursuant to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product Marketing Authorization thereof in the Territory (but not including any Excluded Transaction)Territory, then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn BDSI shall first promptly notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product Purdue thereof in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product writing (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for . Purdue shall have [***]) with respect to mutually agreeable binding financial terms thirty (30)] days from the date it receives such ROFN Notice (the “Binding Financial TermsROFN Notice Period”) for the acquisition by Knight, by license, sublicense, or otherwise, to notify BDSI in writing of the right Purdue’s desire to develop or Commercialize the ROFN Product in the Territory negotiate an agreement under which Purdue (or the applicable part an Affiliate thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its would be granted rights to develop or Commercialize and/or commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party OfferNegotiation Notice”). ***. If Purdue does not provide BDSI with a Negotiation Notice within the ROFN Notice Period, or affirmatively notifies BDSI during such ROFN Notice Period that it will not pursue an agreement with BDSI with respect to such ROFN Product in the Territory, then Section 11.08 will not apply to, and shall terminate with respect to, such ROFN Product in the Territory. (b) If Purdue delivers a timely Negotiation Notice, the Parties shall enter into a *** negotiation period *** (the “Negotiation Period”), and Braeburn during which time the Parties shall have no further obligations negotiate *** with each other in good faith concerning a license to Knight regarding such Purdue with respect to the development and/or commercialization of the applicable ROFN ProductProduct in the Territory. Not less than *** prior to the end of the Negotiation Period, BDSI shall forward its last term sheet proposal to Purdue ***. (c) If Knight does not In the event Purdue provides a Negotiation Notice as provided above, BDSI will promptly provide a Knight Waiver Notice Purdue all material information and data in the Parties do not sign a letter possession and Control of BDSI that is directly related to the Binding Financial Terms applicable ROFN Product, or its development and/or commercialization, in the Territory, that would be reasonably pertinent to either an understanding of, or the subject of, the license, as reasonably requested by Purdue as part of Purdue’s due diligence with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may [***]such license. (d) Notwithstanding anything contained herein If BDSI and Purdue do not mutually execute a definitive agreement with respect to a license during the contraryNegotiation Period *** or Purdue declines in writing to enter into a license for the applicable ROFN Product, it is agreed then Section 11.08 will not apply to, and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a terminate with respect to, such ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), without limitation, an “Excluded Transaction”)Territory.