Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. If during the Inhaled Option Period and/or Vaccines Option Period, Liquidia desires to grant a non-exclusive license to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokines.

Right of First Negotiation. If during (a) For a period of [***] years from the Inhaled Option Period and/or Vaccines Option Period, Liquidia desires to grant a non-exclusive license to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent Effective Date (the “ROFN NoticePeriod”), Erasca shall have an exclusive first right to negotiate with Katmai to enter into a definitive agreement governing the research, development and commercialization of products (x) whose principal mode of action is inhibition of epidermal growth factor receptor(s), other than Licensed Products, (y) that are Covered by Existing Licensed Patent Rights or that are Covered by other Patent Rights acquired by Katmai from the [***] after the Effective Date, and (z) that may be suitable as a basis for therapeutic or diagnostic products or services in the Neuro-oncology Field (the “ROFN Products”), including without limitation rights for ROFN Products Katmai obtains pursuant to any license agreement (a “ROFN Product Agreement”) between Katmai and GSK and/or GSK Bio thereafter the [***] as follows: (b) During the ROFN Period, Katmai shall have notify Erasca in writing upon the exclusive right earlier of first negotiation (x) Katmai’s election to obtain pursue development of an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How ROFN Product or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technologyy) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from (or as the receipt Parties otherwise agree) after Katmai’s entry into a ROFN Product Agreement, and provide to Erasca a summary of the ROFN Notice Product Agreement and the related Patent Rights and ROFN Product. Katmai shall not grant to inform Liquidia any Third Party any right to develop and commercialize a ROFN Product, or engage in writing any negotiations with any Third Party the terms of any agreement pursuant to which such Third Party would obtain such a license or other right to develop and commercialize the ROFN Product, until the applicable Release Date (as defined below), whereupon Erasca shall have no further rights under this Section 2.5 with respect to the applicable ROFN Products and ROFN Product Agreement. Erasca shall not use information included in any disclosure by Katmai related to a ROFN Product Agreement or ROFN Product to enter into discussions with the [***] or the Investigators or for any other purpose, other than exercising its election rights of first negotiation under this Section 2.5. If within sixty (60) days after receiving such written notice from Katmai, Erasca delivers to Katmai a written notice that Erasca desires to negotiate with Katmai the terms of an agreement pursuant to which Erasca would obtain rights to develop and commercialize such ROFN Products, then until the Release Date, Katmai and Erasca will negotiate in good faith the terms of such exclusive license, and another thirty (30) days agreement. The “Release Date” shall mean the date that is the first to submit to Liquidia an initial proposal for occur of the date upon which Erasca notifies Katmai in writing that it is no longer interested in negotiating the terms of such exclusive license. If GSK an agreement pursuant to which it would obtain the rights to develop and commercialize the relevant ROFN Products or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date that is sixty (60) days after Katmai delivers to Erasca notice in writing of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How (x) or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Periody) shall be thereafter excluded from and not subject to above. Erasca’s rights under this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant 2.5 shall apply on a nonROFN Product Agreement-exclusive license to the Joint Inhaled Collaboration Knowby-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription ROFN Product Agreement basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokines.

Right of First Negotiation. If during the Inhaled Option Exercise Period and/or Vaccines Option Period, Liquidia desires expires without exercise by Licensee of either or both Options pursuant to grant a non-exclusive license to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii3.1(b), then it until the earlier of (i) June 30, 2024 and (ii) the three-year anniversary of the consummation of the Qualifying Merger, Licensor shall grant Licensee a right of first notify GSK negotiation to license the Tier B Patents and GSK Bio Tier C Patents, as applicable, on substantially the same terms as this Agreement to Develop, Commercialize and Manufacture the Tier B Products and/or Tier C Products in Europe (the “ROFN License”). The exclusive negotiating period will last for sixty (60) days, subject to each Party’s obligation to negotiate in good faith the terms of such desire in writing, describing in reasonable detail the scope license. The mechanics of the license it is interested in granting right of first negotiation are as follows: (a) If Licensor or its Affiliates intends to enter into discussions or negotiations with a Third Party from whom Liquidia has received a term sheet or letter with respect to the ROFN License, Licensor shall provide written notice to Licensee of intent its intention to Licensee (the “ROFN Notice”). (b) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio Licensee shall have thirty (30) days from the after receipt of the ROFN Notice to inform Liquidia in writing provide written notice to Licensor of its election interest in entering into negotiations for the ROFN License together with an initial term sheet, including proposed financial terms, for the ROFN License (a “ROFN Proposal”). If Licensee provides a ROFN Proposal, then for a period of sixty (60) days from Licensor’s receipt of the ROFN Proposal (“ROFN Period”), Licensee or its Affiliate will have the exclusive right to negotiate terms in which it will obtain the ROFN License from Licensor or its Affiliate. Such Parties shall negotiate in good faith the terms for the ROFN License. If, at the end of the ROFN Period, such exclusive licenseParties are unable to reach agreement on the ROFN License, and another Licensor shall have no further obligation to Licensee concerning the ROFN License pursuant to this Section 3.2; provided, that Licensor shall not, within sixty (60) days of the end of the ROFN Period, offer to grant the ROFN License to a Third Party on more favorable terms, taken as a whole, than those last offered to Licensor during the ROFN Period without first offering those terms to Licensee, which Licensee shall have thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive licenseaccept or reject. If GSK or GSK Bio delivers such notice For clarity, if Licensee does not provide Licensor with a ROFN Proposal during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia Licensor shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not have no further obligation to exceed six (6) months from GSK’s or GSK Bio’s receipt of Licensee concerning the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesLicense thereafter.

Right of First Negotiation. If during the Inhaled Option Period and/or Vaccines Option Period, Liquidia desires to grant a non-exclusive license to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the This Agreement includes an exclusive right of first negotiation (the “ROFN”) for ImmunoGen to obtain an exclusiverights to develop or commercialize, worldwideeither alone or with Licensee, sublicensable license to Liquidiathe Product in North America. Upon Licensee’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, completion of a Phase 2 Clinical Trial for a Product and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during upon the first thirty to occur of (30i) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively Licensee notifying ImmunoGen that its Board of Directors has directed management to undertake in good faith with GSK efforts to identify potential licensees or GSK Biocollaborators to develop and commercialize the Product or (ii) the date upon which the Licensee provides ImmunoGen a copy of the final and complete set of locked clinical trial data tables, figures, listings and safety reviews including, but not limited to, all statistical analyses and related data as per the clinical trial protocol and related statistical analysis plan (the “Phase 2 Clinical Trial Results”) for such Phase 2 Clinical Trial, Licensee shall notify ImmunoGen and for a period of [***] thereafter, ImmunoGen may exercise its ROFN by notifying Licensee in writing (the “lmmunoGen Option Exercise Notice”). If ImmunoGen does not exercise the ROFN during such [***] period, then Licensee shall be free to exceed six (6) months from GSK’s offer the opportunity to obtain a license to develop or GSK Biocommercialize the Product in North America to any third party and ImmunoGen shall have no further rights to the Product. If ImmunoGen exercises the ROFN, the Parties shall negotiate in good faith on an exclusive basis for up to [***] after the date of Licensee’s receipt of the ROFN ImmunoGen Exercise Option Notice (the “ImmunoGen License Negotiation Period”), . During this time the Parties would negotiate the terms under which Liquidia will this Agreement may be terminated and an agreement pursuant to which Licensee would grant such ImmunoGen an exclusive license (the “lmmunoGen Exclusive License”) with the right to GSK sublicense, under the Licensee IP to use, Develop, Commercialize and Manufacture the Products (and Compounds to the extent included or GSK Bioincorporated, or intended to be included or incorporated, in a Product) in North America. During the ImmunoGen License Negotiation Period, Licensee shall not offer the opportunity to obtain a license to develop or commercialize the Product in North America to any other third party. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license Parties have not entered into the ImmunoGen Exclusive License by the end of the ImmunoGen License Negotiation Period, then Liquidia Licensee shall be free to negotiate with any Third Party for offer the opportunity to obtain a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to develop or commercialize the Product in North America to any Third Partythird party and ImmunoGen shall have no further rights to the Product; provided, that if Liquidia grants such non-exclusive license to however, for a Third Party within nine (9) months after the expiration period of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” ] after the ROFN Termination Date, Licensee agrees that if the financial terms and conditions offered to such confidential portions third party would, taken as a whole, be materially less favorable to Licensee than the last written offer proposed by ImmunoGen, then Licensee shall so notify ImmunoGen and ImmunoGen shall have been deleted and filed separately with the Securities and Exchange Commission right to send Licensee a new written notice to re-commence negotiations within [***] after receiving Licensee’s notice. If ImmunoGen provides such notice within such time period, the Parties shall negotiate for another [***] period (during which Licensee shall not offer the opportunity to any third party to obtain a license, or enter into an agreement pursuant to Rule 24b-2 which a third party would obtain the right to develop or commercialize the Product in North America) the terms of the Securities Exchange Act of 1934, as amendedImmunoGen Exclusive License based upon the terms and conditions offered to the third party. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products The Parties hereby acknowledge and agree that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesneither Party shall have an obligation to enter into an ImmunoGen Exclusive License.

Right of First Negotiation. If during Effective as of the Inhaled Option Period and/or Vaccines Option Period, Liquidia desires to grant a non-exclusive license to its interest in expiration of the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How ROFR Term and terminating as described in Section 11.4(b)(iiiof the expiration of the Research Term (“ROFN Term”), then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the if BioNTech or its Affiliate elects to license it is interested in granting or otherwise grant rights to a Third Party from whom Liquidia has received a term sheet under Intellectual Property Rights Controlled by BioNTech or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter its Affiliates in Partnering Field(s), then Pfizer shall have the exclusive a right of first negotiation with respect to obtain the first license or other partnership agreement for each of the Partnering Field(s) (“Right of First Negotiation”) as follows: 2.12.1. During the ROFN Term, upon the request of the JSC, such request not to be made more than twice per Calendar Year, BioNTech shall provide the JSC with an exclusiveoral summary regarding any Development activities it may have conducted or is planning to conduct in respect of the Partnering Fields. During the ROFN Term, worldwide, sublicensable license (a) if Pfizer provides BioNTech with a written notice electing the Right of First Negotiation with respect to Liquidia’s interest in one or both Partnering Fields or (b) prior to BioNTech entering into bona fide negotiations with a Third Party with respect to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, negotiation of a definitive legal agreement for a grant of rights to Intellectual Property Rights Controlled by BioNTech and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful its Affiliates for the makingPartnering Field(s), having made, use, sale, offering for sale or importation BioNTech shall first notify Pfizer in writing. BioNTech’s written notice shall identify the Partnered Field(s) and provide a written report in reasonable detail of any of BioNTech’s and its Affiliates’ existing data that may be relevant to candidates/products in the Partnered Field(s) that Pfizer is otherwise unaware of (“BioNTech ROFN Notice”), and, if Pfizer so requests, provide access to any relevant data and information via a data room or by other mutually agreed upon means. For avoidance of doubt, if BioNTech’s written notice applies to only one Partnering Field, then Pfizer’s Right of First Negotiation for the other Partnering Field shall not be affected and shall continue. 2.12.2. Within [***] days after receiving a BioNTech ROFN Notice, Pfizer shall respond in writing as to whether Pfizer elects to negotiate terms with BioNTech. If Pfizer responds in the negative, or fails to respond within the [***] days, then Pfizer shall have no further rights under this Section 2.13, as to the applicable field (i.e. a field outside vaccines applications and/or the Inhaled FieldPartnering Field(s). GSK If Pfizer elects to commence a ROFN or GSK Bio shall have thirty (30) days from the receipt of the responds to a ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal affirmative within the second thirty [***] days, then this shall commence an exclusive [***] day negotiation period (30“ROFN Negotiation Period”) day periodduring which the Parties shall negotiate, Liquidia shall negotiate exclusively in good faith and acting reasonably, a definitive written agreement between the Parties as to the terms upon which BioNTech and its Affiliates would partner with GSK or GSK Bio, license to Pfizer Intellectual Property Rights Controlled by BioNTech and its Affiliates for a period not to exceed six the Partnering Field(s) (6) months from GSK’s or GSK Bio’s receipt of “ROFN Partnering Terms”). During the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia BioNTech shall be free to not and shall procure its Affiliates shall not negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations terms upon which BioNTech or its Affiliates would partner with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after Intellectual Property Rights Controlled by BioNTech and its Affiliates for the expiration of Partnering Field(s).If the Parties are unable to agree on the ROFN Partnering Terms and do not conclude a respective definitive written agreement during the ROFN Negotiation Period, then the terms of such Third Party license ROFN Negotiation Period shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, expire and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia BioNTech shall be free to grant non-exclusive licenses to its interest in continue discussions with Pfizer or institute discussions on the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside same opportunity for the field applicable Partnering Field(s) with Third Parties. For clarity, the Right of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described First Negotiation set forth in this Section 4.3 2.12 shall only apply in the field a maximum of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 ] times only; once for each of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies RSV and cytokineshCMV fields.

Right of First Negotiation. If during During the Inhaled Option Period and/or Vaccines Option PeriodTerm, Liquidia desires to grant a non-exclusive license to its interest each Company Licensee shall promptly notify the applicable Pfizer Licensor in writing in the Joint Inhaled Collaboration Know-How event that it invents or Joint Vaccines Collaboration Know-How as described otherwise generates any improvements, modifications, or upgrades to any Third Party IP that are licensed to a Pfizer Licensor pursuant to the Scripps Agreement or any Patent Rights that, from time to time, the Parties identify as, and agree in writing are, the Patent Rights to which this Section 11.4(b)(iiishall apply (“Scripps Improvements”), then it shall first notify GSK and GSK Bio . Upon receipt of such desire in writingwritten notice from such Company Licensee, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio Pfizer Licensor shall have thirty (30) days from the receipt of the ROFN Notice to inform Liquidia notify such Company Licensee that it intends to enter into negotiations with such Company Licensee to be granted exclusive rights with respect thereto. If such Pfizer Licensor does not so notify such Company Licensee in writing of its election to negotiate the terms of within such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period that it intends to enter into negotiations with such Company Licensee, then such Company Licensee shall be permitted to license any Patent Rights or Know-How that it Controls and submits that relates to the initial proposal Scripps Improvements to any Third Party on any terms (subject to the terms and conditions of the Scripps Agreement). In the event that such Pfizer Licensor provides such Company Licensee with such a written notice that it intends to enter into negotiations with such Company Licensee, such Pfizer Licensor and such Company Licensee shall enter into good faith negotiations in order to conclude an agreement within ninety (90) days from expiration of the second thirty (30) day period described in the foregoing sentence. In the event that such Pfizer Licensor and Company Licensee do not enter into a definitive written agreement within such ninety (90) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to Company Licensee may thereafter negotiate with any Third Party for a non-exclusive license within the same applicable field Parties; provided that was the subject of negotiations such Company Licensee and its Affiliates may not enter into such an agreement with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; providedParty on terms which, that if Liquidia grants such non-exclusive license taken as a whole, are substantially identical to, or materially more favorable to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than than, the terms last proposed offered by GSK or GSK Bio such Company Licensee to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesPfizer Licensor.

Right of First Negotiation. If during the Inhaled Option Period and/or Vaccines Option PeriodPerceptive Life Sciences Master Fund, Liquidia desires to grant a non-exclusive license to Ltd. and its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iiiAffiliates (“Perceptive Master Fund”), then it shall first notify GSK and GSK Bio RTW will each have a Right of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent First Negotiation (the “ROFN NoticeROFN”) with respect to any future debt financings by the Company. Accordingly, before entering into a debt financing transaction (a “Debt Financing”) with any third party, the Company shall promptly notify Perceptive Master Fund and GSK and/or GSK Bio thereafter RTW in writing that it may pursue such a potential Debt Financing and Perceptive Master Fund and RTW shall each have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights five (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (305) days from the receipt of such notice to provide the Company written notice that it desires to enter into good faith negotiations with the Company regarding the Debt Financing (the “ROFN Option”). If Perceptive Master Fund and RTW do not provide written notice that it is exercising its ROFN Option within such five (5) day period, then the Company shall have no further obligation with respect to the ROFN Notice to inform Liquidia in writing of its election Option and shall be free to negotiate and enter into any Debt Financing with any third party. If Perceptive Master Fund or RTW properly exercises the ROFN Option as described above, then the Parties shall negotiate exclusively, reasonably and in good faith concerning the terms of such exclusive license, and another the Debt Financing for a period of thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive licensedays. If GSK or GSK Bio delivers the parties do not execute and deliver an agreement with respect to the Debt Financing within such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of then the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia Company shall be free to negotiate and enter into any Debt Financing with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Partythird party; provided, provided that if Liquidia grants such non-exclusive license to third party transaction is, when taken as a Third Party within nine (9) months after the expiration of Negotiation Periodwhole, then the terms of such Third Party license shall be no materially and substantially less favorable to Liquidia the Company than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything offered to the contraryCompany by Perceptive Master Fund or RTW, then the licenses that Liquidia may grant Company will provide written notice describing and offering Perceptive Master Fund and RTW such Debt Financing for a period of five (5) days (after Perceptive Master Fund’s and RTW’s receipt of such notice) before entering such Debt Financing with a third party. If Perceptive Master Fund or RTW elects to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-Howpursue such Debt Financing, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) it shall be thereafter excluded from and not subject to this Section 4.3 as deliver written notice to the particular field proposed to GSK. Further, each time Liquidia desires to grant a nonCompany within such 5-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any timeday period, and the right parties will proceed to negotiate and finalize definitive agreements. This Subsection 5 shall automatically terminate and be of first negotiation described in this Section 4.3 shall only apply no further force or effect (a) upon the earlier of (i) the consummation of any Deemed Liquidation Event (as defined in the field Restated Certificate) or (ii) the consummation of prescription pharmaceutical productsthe Company’s first underwritten public offering of its Common Stock, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested or (b) with respect to portions of this agreement a Purchaser, if such Purchaser no long qualifies as indicated by “[***]” and such confidential portions have been deleted and filed separately with a Major Investor (as defined in the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar productsInvestor’s Rights Agreement). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokines.

Right of First Negotiation. If during If, at any time prior to the Inhaled Option Period and/or Vaccines Option Periodfifth anniversary of the Effective Date, Liquidia Alnylam desires to grant a non-exclusive license any Third Party rights to its interest Develop and/or Commercialize one or more Licensed Product(s) in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described Field in Section 11.4(b)(iiiany portion of the Licensed Territory (excluding customary distribution arrangements entered into in the ordinary course of business by Alnylam), then it Alnylam shall first notify GSK and GSK Bio Genzyme in writing of its intent. Genzyme shall have [***] days from receipt of such written notice to notify Alnylam in writing as to whether Genzyme desires to negotiate for such rights in such territory, and if Genzyme so notifies Alnylam that it does desire to negotiate for such rights in writingsuch territory, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter Genzyme shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) [***] days from the receipt date of the ROFN Notice such notification to inform Liquidia in writing of its election Alnylam to negotiate with Alnylam and to make one or more written non-binding offers to Alnylam concerning the terms acquisition of such rights in such territory by Genzyme. Genzyme shall have the exclusive license, and another thirty right for [***] days (30or such longer period as may be mutually agreed by the Parties) days to submit to Liquidia an initial proposal for the terms of after such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) [***] day period, Liquidia shall negotiate exclusively to finalize and enter into a definitive agreement with Alnylam for such rights in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. territory, provided that if either Genzyme does not provide such written notice within such [***] day period or Genzyme does provide such written non-binding offer within such subsequent [***] day period, or Genzyme provides such notice of interest and such confidential portions have been deleted written offer but for any reason Genzyme and filed separately Alnylam do not enter into a definitive agreement within the [***] day negotiation period, Alnylam shall be free to enter into an agreement with the Securities and Exchange Commission pursuant a Third Party(ies) relating to Rule 24b-2 of the Securities Exchange Act of 1934such rights in such territory, as amendedwithout further obligation to Genzyme. basis, or vaccine or biological products (including biosimilar products)[***]. For purposes of this Section 4.3clarity, “biological products” means prior to the exclusive negotiating periods described above, Alnylam shall be free to engage in discussions and exchange information with Third Parties with respect to the applicable Licensed Product(s) rights, but shall not enter into any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesbinding agreement with any Third Party with respect to such rights.

Right of First Negotiation. If during Licensor shall not enter into an agreement with any Third Party to license the Inhaled Option Period and/or Vaccines Option Period, Liquidia desires Licensed IP with regard to grant a non-exclusive license to its interest the Development and Commercialization of Licensed Products in the Joint Inhaled Collaboration Know-How Territory for any Indication or Joint Vaccines Collaboration Know-How as described formulation not included in Section 11.4(b)(iii)the Field, then it shall unless Licensor has first notify GSK delivered to Avenue written notice offering Avenue to negotiate with Licensor the terms and GSK Bio conditions of an amendment to this Agreement to include such desire in writing, describing in reasonable detail the scope new Indication or formulation outside of the license Field, which notice shall identify the specific Indication or formulation for which it is interested in granting would like to enter into such negotiation (Avenue’s such right to negotiate herein referred to as “Right of First Negotiation;” such notice, a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice;” such new indication or formulation, the “Identified New License”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field)). GSK or GSK Bio Avenue shall have respond to Licensor within thirty (30) calendar days from the following its receipt of the ROFN Notice to inform Liquidia indicate its interest in writing exercising its Right of First Negotiation (an “Exercise Notice”). If Avenue causes Licensor to receive such an Exercise Notice exercising its election to negotiate the terms Right of First Negotiation within such exclusive license, and another thirty (30) calendar day period, then, for a period of up to ninety (90) calendar days to submit to Liquidia an initial proposal for the terms following Licensor’s receipt of such exclusive licenseExercise Notice, the Parties shall use Commercially Reasonable Efforts to negotiate in good faith a reasonable agreement granting Avenue rights to Develop and Commercialize Licensed Products in the Identified New License on terms mutually acceptable to both Parties. If GSK or GSK Bio delivers such notice during In the first event that: (a) Avenue does not provide an Exercise Notice within thirty (30) day period and submits calendar days of receipt of the initial proposal ROFN Notice; or (b) Avenue provides an Exercise Notice to Licensor within the second such thirty (30) calendar day period, Liquidia but the Parties do not execute a definitive agreement granting Avenue rights to Develop and Commercialize Licensed Products in the Identified New License within the ninety (90) day negotiation period mentioned above, Avenue shall negotiate exclusively in good faith with GSK or GSK Bionot have any further rights, for a period and Licensor shall not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”)have any further obligations, the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio this Section 2.5 and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia Licensor shall be free to negotiate enter into negotiations and/or execute a definitive agreement with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of granting such Third Party license shall be no less favorable the right to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, Develop and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK Commercialize Licensed Products in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesIdentified New License.

Right of First Negotiation. If during the Inhaled Option Period and/or Vaccines Option Period, Liquidia desires 14.1 The Parties acknowledge their mutual desire to grant explore a non-exclusive license to its interest broader collaboration whereby Glycyx would develop and market CKD GI Products in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described Glycyx Territory. Therefore, in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire addition to the exclusive rights granted to CKD in writing, describing in reasonable detail the scope respect of the license it is interested in granting Product under Clause 2 CKD hereby grants to Glycyx a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation with respect to obtain an exclusive, worldwide, sublicensable license rights to Liquidia’s interest develop and exploit CKD GI Products in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for Glycyx Territory. 14.2 During the making, having made, use, sale, offering for sale or importation period of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days [*] years from the date hereof CKD shall provide written notification to Glycyx of any opportunity in respect of a CKD GI Product (such notice, a “Product Notice”), which Product Notice shall be served promptly on any CKD GI Product being available for licensing outside the Territory. Such Product Notice shall contain a description in reasonable detail of the CKD GI Product(s) and such other information as may reasonably be required to enable Glycyx to assess the CKD GI Product opportunity. Upon request by Glycyx within [*] days after receipt of such Product Notice (the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms date of such exclusive licensereceipt the “Notice Date” and such period the “Notice Period”), and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia Parties shall negotiate exclusively in good faith with GSK or GSK Bio, for a period towards an agreement granting to Glycyx exclusive rights in respect of the CKD GI Product in the Glycyx Territory. If Glycyx chooses not to exceed six (6) months from GSK’s or GSK Bio’s receipt request such negotiations, it shall so notify CKD promptly before the expiry of the ROFN Notice Period and if Glycyx makes no communication within the Notice Period, it shall be deemed to have not effected a request. If notwithstanding good faith negotiations the Parties do not enter into a definitive agreement within [*] days of the Notice Date (the “Negotiation Period”), CKD may proceed to grant rights or licenses to Third Parties with respect to all or a part of the CKD GI Product(s) opportunity offered to Glycyx provided that CKD shall not enter into a transaction in respect of the CKD GI Product(s) opportunity in the Glycyx Territory proposed by CKD to Glycyx with a Third Party on terms under which Liquidia will grant such exclusive license which, assessed as a whole, are materially less favourable to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for CKD than those proposed by Glycyx in the exclusive license by course of the end of good faith negotiations during the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject . 14.3 The only obligations of negotiations with GSK or GSK BioCKD and Glycyx under this Clause 14 are as expressly stated therein, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be there are no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything further implied obligations relating to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSKmatters contemplated therein. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription [*] Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted requested; certain information omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesSEC.

Right of First Negotiation. If during Fulcrum or any of its Affiliates intend to enter into any confidential discussions with a Third Party with respect to the Inhaled Option Period and/or Vaccines Option Periodlicense, Liquidia desires sale, assignment or other transfer or grant of rights (other than, in each case, the transfer or grant of solely subcontracting rights) to grant such Third Party to Research, Develop, or Commercialize any Licensed Compound or Licensed Product in the Field in the Fulcrum Territory, then, prior to entering into a non-exclusive license disclosure agreement with such Third Party, Fulcrum shall provide to its interest in Sanofi written notice of the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the proposed scope of the license it is interested in granting Research, Development or Commercialization rights that F▇▇▇▇▇▇ proposes to a grant to such Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall ). Thereafter, Sanofi will have an exclusive right, exercisable no later than [***] after receipt of any such ROFN Notice from Fulcrum, to notify Fulcrum in writing as to whether Sanofi desires to negotiate for such rights to Research, Develop or Commercialize the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest Licensed Compounds or Licensed Products in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights Fulcrum Territory (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field“ROFN Exercise Notice”). GSK or GSK Bio shall If Sanofi provides a ROFN Exercise Notice to Fulcrum within such [***] period, then Sanofi will have thirty (30) days a one-time right for [***] from the receipt date of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK BioFulcrum’s receipt of the ROFN Notice (the “ROFN Negotiation Period”), ) to require the Parties to exclusively negotiate in good faith the terms under of a definitive agreement (or amendment to this Agreement) pursuant to which Liquidia will Fulcrum would grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for Sanofi the exclusive license by rights to Research, Develop or Commercialize the end of Licensed Compounds or Licensed Products in the Fulcrum Territory, and (b) upon Sanofi’s request during the ROFN Negotiation Period, (i) Fulcrum will provide Sanofi with all information and documentation reasonably requested by Sanofi in Fulcrum’s or its Affiliate’s possession and Control relating to the Licensed Compounds or Licensed Products in the Fulcrum Territory and (ii) afford Sanofi and its representatives reasonable access during normal business hours to Fulcrum’s personnel reasonably designated by Fulcrum to address Sanofi’s inquiries. Neither Party will have any obligation to enter into any agreement or amendment to this Agreement granting rights to Sanofi to Research, Develop or Commercialize the Licensed Compounds or Licensed Products in the Fulcrum Territory. If the ROFN Negotiation Period expires before the Parties have entered into an agreement or amendment to this Agreement with respect to Sanofi’s Research, Development or Commercialization of the Licensed Compounds or Licensed Products in the Fulcrum Territory, then Liquidia shall Fulcrum will have no further obligation to negotiate with Sanofi with respect to any grant of such rights to Sanofi and, for a period of [***], will be free to negotiate and enter into an agreement with any Third Party for with respect to a non-exclusive license within grant of rights to Research, Develop or Commercialize the same applicable field Licensed Compounds or Licensed Products in the Fulcrum Territory, provided that was (x) any transaction that is the subject of such negotiations and agreement with GSK one or GSK Bio, more Third Parties shall not exceed the scope of Development and to grant such non-Commercialization rights described in the applicable ROFN Notice; (y) Sanofi’s exclusive license negotiation rights under this Section 2.8 (Right of First Negotiation) shall remain in effect with respect to any Third Partynegotiations by Fulcrum in respect of the Licensed Compounds or Licensed Products for transactions of a different scope; provided, that and (z) if Liquidia grants such non-exclusive license Fulcrum or its Affiliates fail to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of enter into any such Third Party license shall be no less favorable to Liquidia than agreement during such [***] period, following expiration of such [***], Sanofi would again have the terms last proposed by GSK or GSK Bio to Liquidiaright of first negotiation for such rights in accordance with the provisions of this Section 2.8 (Right of First Negotiation). Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described contrary in this Section 4.32.8 (Right of First Negotiation), either a Change of Control of Fulcrum or its Affiliates will not trigger Fulcrum’s obligation to the same Third Party or provide a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesROFN Notice.

Right of First Negotiation. If during During the Inhaled Option Period and/or Vaccines Option PeriodROFN Term, Liquidia desires with respect to grant a non-exclusive license to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii)an ROFN Country, then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall Genzyme will have the an exclusive right of first negotiation to obtain enter into an exclusiveagreement with Veracyte governing the terms and conditions of the sale and provision of the Test in such ROFN Country (the “ROFN Agreement”), worldwideincluding by adding such ROFN Country to the Territories of this Agreement in accordance with Section 2.6. Genzyme may exercise such right with respect to an ROFN Country by delivering written notice thereof to Veracyte within the ROFN Term for such country. If Genzyme timely exercises such right with respect to an ROFN Country, sublicensable license then the parties will promptly negotiate exclusively, diligently and in good faith concerning the terms of the ROFN Agreement for a period of ninety (90) days. If (a) Genzyme does not exercise its right of first negotiation with respect to Liquidia’s interest an ROFN Country during the ROFN Term or (b) the parties fail to execute an ROFN Agreement for such ROFN Country, then Veracyte will be free to enter into an agreement with a third party governing the terms and conditions of the sale and provision of the Test in such ROFN Country. Commencing on the Joint Inhaled Collaboration Know-How Effective Date and extending until (i) Genzyme does not exercise its right of first negotiation with respect to an ROFN Country during the ROFN Term; (ii) an ROFN Agreement is executed or Joint Vaccines Collaboration Know-How(iii) the parties fail to execute an ROFN Agreement, as applicable, Genzyme will share with Veracyte client and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt of marketing information related to the ROFN Notice Countries. Notwithstanding the foregoing, Veracyte will have the right to inform Liquidia request, in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; providedwriting, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the Genzyme exercise its right of first negotiation described in this Section 4.3, either with respect to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered Singapore before Veracyte informs Genzyme that it has successfully secured reimbursement from payors representing at least fifty percent (50%) of Singapore’s population. If Genzyme (1) does not agree to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to exercise its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with within respect to portions Singapore within sixty (60) days of this its receipt of such request from Veracyte, or (2) exercises such right but the parties fail to execute an ROFN Agreement for Singapore within ninety (90) days of such exercise, then Veracyte will be free to enter into an agreement as indicated by “[***]” with a third party governing the terms and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 conditions of the Securities Exchange Act sale and provision of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect the Test in humans, including, for example, vaccines, monoclonal antibodies and cytokinesSingapore.

Right of First Negotiation. If during In the Inhaled Option Period and/or Vaccines Option Period, Liquidia event that a Stockholder desires to grant -------------------------- Transfer any shares of Common Stock in a non-exclusive license to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as Transfer described in clause (y) of Section 11.4(b)(iii4.1(b)(iv), then it such Stockholder shall give written notice thereof to AT&T PCS, such notice to specify, among other things, the number of shares that such Stockholder desires to sell. For the applicable first notify GSK and GSK Bio of such desire in writingnegotiation period hereinafter set forth, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter AT&T PCS shall have the exclusive right to negotiate with such Stockholder with respect to the purchase of such shares; it being understood and agreed that such exclusive right shall not be deemed to be a right of first offer or right of first refusal for the benefit of AT&T PCS and such Stockholder shall have the right to reject any offer made by AT&T PCS during such applicable first negotiation period. Upon the expiration of such applicable first negotiation period, such Stockholder shall have the right (for the applicable offer period hereinafter set forth with respect to obtain 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 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 provisions of this Section 4.4 prior to the expiration of the applicable offer period, such shares shall become subject once again to the 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 an exclusiveunderwritten offering that constitutes a bona fide distribution of such Common Stock pursuant to such Registration, worldwidethe applicable first 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, sublicensable license (b) pursuant to Liquidia’s interest or in compliance with Rule 144 or Rule 145 or any similar provision then in force, 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 period upon the expiration of such first negotiation period shall be five (5) business days, and (c) in any single transaction or series of related transactions to one or more Persons which will result in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and Transfer by such Stockholder (together with any other intellectual property rights Stockholder participating in such single transaction or series of related transactions) of not more than ten percent (which may include Liquidia Technology10%) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt of the ROFN Notice to inform Liquidia in writing of its election to negotiate Common Stock on a fully diluted basis (excluding for such purposes the terms of such exclusive license, Series A Preferred Stock and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”Series B Preferred Stock), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia applicable first negotiation period shall be free one (1) business day, so long as notice of such proposed Transfer is given to negotiate 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 any Third Party for a non-exclusive license within Section 12.1) and the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after offer period upon the expiration of Negotiation Period, then the terms of such Third Party license first negotiation period shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How ten (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period10) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesbusiness days.

Right of First Negotiation. (a) If during after the Inhaled Option Period and/or Vaccines Option PeriodEffective Date PTI develops, Liquidia desires has developed or otherwise comes to grant a non-exclusive license to its interest in the Joint Inhaled Collaboration Control Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii)Patent Rights outside of the Collaboration, then it shall first notify GSK and GSK Bio PTI initiates the use or practice of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, Patent Rights as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt part of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of Collaboration, or either Party otherwise determines that such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-HowPatent Rights are necessary or useful to Biogen Idec to Develop one or more Licensed Products that Biogen Idec is actively Developing or Commercializing (“Additional Intellectual Property”), as then PTI will promptly notify Biogen Idec in writing of such Additional Intellectual Property, and Biogen Idec will have [***] from its receipt of such notice to determine whether it wishes to enter into negotiations with PTI for a license under such Additional Intellectual Property to research, Develop, manufacture, use, sell and import such applicable Licensed Product(s) in the case Field and for no other purpose. If Biogen Idec notifies PTI in writing that it would like to enter into negotiations for such license, the Parties will negotiate in good faith for a period of up to [***] to reach agreement on a license agreement for such Additional Intellectual Property. If the Parties are able to enter into such a license agreement, then the Parties’ respective rights and obligations with regard to such Additional Intellectual Property will be set forth in such agreement. If (i) Biogen Idec informs PTI that it does not wish to enter into negotiations with PTI for an exclusive license under such Additional Intellectual Property, (ii) Biogen Idec fails to provide such notice that it wishes to enter into negotiations with PTI for an exclusive license under such Additional Intellectual Property within the required [***] period, or (iii) Biogen Idec provides notice that it wishes to enter into negotiations with PTI for an exclusive license under such Additional Intellectual Property within the required [***] period, but the Parties fail to come to agreement on such a license agreement within the required [***] period then, in each case, PTI will have no further obligations to Biogen Idec with regard to the applicable Additional Intellectual Property; except that, PTI may benot license such Additional Intellectual Property to research, Develop, manufacture, use, sell and import the applicable Licensed Product(s) on terms that arises during are materially less favorable to PTI in the Inhaled Collaboration Term or Vaccine Collaboration Termaggregate than those offered by Biogen Idec in its final offer for a period of an additional [***]. (b) Notwithstanding the foregoing, as in the case may be, including after the date event of the ROFN Noticeacquisition of PTI, and all such Joint Inhaled Collaboration the Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How and Patent Rights of PTI that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not are subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to in Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration 7.6(a) will not include (i) any Know-How or Joint Vaccine Collaboration Know-How outside Patent Rights Controlled by the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by acquiring CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]” and such confidential portions have been deleted and filed separately 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 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Execution Version entity immediately prior to the Securities and Exchange Commission pursuant to Rule 24b-2 consummation of the Securities Exchange Act of 1934acquisition or (ii) any Know-How or Patent Rights that are developed or acquired by the acquiring entity following such acquisition, as amended. basisexcept for any such Know-How or Patent Rights that result from, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3are acquired in support of, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesthe Collaboration.

Right of First Negotiation. (a) If during after the Inhaled Option Period and/or Vaccines Option PeriodEffective Date PTI develops, Liquidia desires has developed or otherwise comes to grant a non-exclusive license to its interest in the Joint Inhaled Collaboration Control Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii)Patent Rights outside of the Collaboration, then it shall first notify GSK and GSK Bio PTI initiates the use or practice of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, Patent Rights as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt part of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of Collaboration, or either Party otherwise determines that such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-HowPatent Rights are necessary or useful to Biogen Idec to Develop one or more Licensed Products that Biogen Idec is actively Developing or Commercializing (“Additional Intellectual Property”), as then PTI will promptly notify Biogen Idec in writing of such Additional Intellectual Property, and Biogen Idec will have [***] from its receipt of such notice to determine whether it wishes to enter into negotiations with PTI for a license under such Additional Intellectual Property to research, Develop, manufacture, use, sell and import such applicable Licensed Product(s) in the case Field and for no other purpose. If Biogen Idec notifies PTI in writing that it would like to enter into negotiations for such license, the Parties will negotiate in good faith for a period of up to [***] to reach agreement on a license agreement for such Additional Intellectual Property. If the Parties are able to enter into such a license agreement, then the Parties’ respective rights and obligations with regard to such Additional Intellectual Property will be set forth in such agreement. If (i) Biogen Idec informs PTI that it does not wish to enter into negotiations with PTI for an exclusive license under such Additional Intellectual Property, (ii) Biogen Idec fails to provide such notice that it wishes to enter into negotiations with PTI for an exclusive license under such Additional Intellectual Property within the required [***] period, or (iii) Biogen Idec provides notice that it wishes to enter into negotiations with PTI for an exclusive license under such Additional Intellectual Property within the required [***] period, but the Parties fail to come to agreement on such a license agreement within the required [***] period then, in each case, PTI will have no further obligations to Biogen Idec with regard to the applicable Additional Intellectual Property; except that, PTI may benot license such Additional Intellectual Property to research, Develop, manufacture, use, sell and import the applicable Licensed Product(s) on terms that arises during are materially less favorable to PTI in the Inhaled Collaboration Term or Vaccine Collaboration Termaggregate than those offered by Biogen Idec in its final offer for a period of an additional [***]. (b) Notwithstanding the foregoing, as in the case may be, including after the date event of the ROFN Noticeacquisition of PTI, and all such Joint Inhaled Collaboration the Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How and Patent Rights of PTI that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not are subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to in Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration 7.6(a) will not include (i) any Know-How or Joint Vaccine Collaboration Know-How outside Patent Rights Controlled by the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by acquiring CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]” and such confidential portions have been deleted and filed separately 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 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. entity immediately prior to the Securities and Exchange Commission pursuant to Rule 24b-2 consummation of the Securities Exchange Act of 1934acquisition or (ii) any Know-How or Patent Rights that are developed or acquired by the acquiring entity following such acquisition, as amended. basisexcept for any such Know-How or Patent Rights that result from, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3are acquired in support of, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesthe Collaboration.

Right of First Negotiation. If during at any time prior to the Inhaled Option Period and/or Vaccines Option Periodtenth anniversary of the Effective Time, Liquidia desires (A) FMC or any Affiliate of FMC shall develop any new technology, whether patented or a trade secret (such party developing such new technology, hereinafter referred to grant a non-exclusive license to its interest in as the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii“inventor”), then it and the Inventor intends to sell or license such technology to a third party for applications in, or with a material special relationship to, Nutritional Substances and/or Pharmaceutical Substances outside of the Renal Business, the Inventor shall first notify GSK advise FAG of its intent to sell or license such technology and GSK Bio shall negotiate with FAG in good faith for the purpose of agreeing with FAG on either terms of a sale to FAG of such desire in writing, describing in reasonable detail technology or of a license granting FAG rights to use such technology for the scope commercialization of Nutritional Substances and/or Pharmaceutical Substances outside of the license it is interested in granting Renal Business. If the Inventor and FAG are unable to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt of the ROFN Notice to inform Liquidia in writing of its election to negotiate the agree on mutually satisfactory terms of such exclusive sale or license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during after good faith negotiations, FAG shall have no further rights in or to such technology and the Inhaled Collaboration Term Inventor shall be free to sell or Vaccine Collaboration Termlicense such technology to third parties free and clear of any rights of FAG therein; (B) FAG or any Affiliate of FAG shall develop any new technology, whether patented or a trade secret (such party developing such new technology, hereinafter referred to as the “inventor”), and the Inventor intends to sell or license such technology to a third party for applications in, or with a material special relationship to, the Renal Business, the Inventor shall first advise FMC of its intent to sell or license such technology and shall negotiate with FMC in good faith for the purpose of agreeing with FMC on either terms of a sale to FMC of such technology or of a license granting FMC rights to use such technology in the Real Business. If the Inventor and FMC are unable to agree on mutually satisfactory terms of such sale or license, as the case may be, including after good faith negotiations, FMC shall have no further rights in or to such technology and the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia Inventor shall be free to grant non-exclusive licenses sell or license such technology to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field third parties free and clear of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right rights of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesFMC therein.

Right of First Negotiation. If during (a) With respect to any product researched or developed by GenVec in the Inhaled Option Period and/or Vaccines Option Periodfield of hearing loss other than a Licensed Product (a “Permitted Otology Product”), Liquidia desires Novartis shall have an exclusive option to grant a non-obtain an exclusive license to its interest such Product, in accordance with this Section 2. Within one (1) month prior to the Joint Inhaled Collaboration Knowfirst of the following events; a pre-How IND meeting or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iiithe start of GLP toxicology studies for a Permitted Otology Product (the “Option Trigger”), then it GenVec shall first notify GSK Novartis thereof and GSK Bio provide Novartis with a copy of GenVec’s pre-IND package therefor (the date of such desire in writing, describing in reasonable detail notice being the scope “Option Trigger Date”). Within sixty (60) days of the Option Trigger Date, Novartis shall provide GenVec with written notice of whether it desires to exercise its exclusive option to negotiate an exclusive license to the Permitted Otology Product. If Novartis provides GenVec with such written notice, then Novartis and GenVec shall negotiate in good faith for a period of six (6) months thereafter, to enter into a mutually agreeable exclusive license agreement for the Permitted Otology Product. If at the end of such six-month (6-month) period, Novartis and GenVec have not been able to agree on the terms of an exclusive license agreement for the Permitted Otology Product, then GenVec shall be permitted to license the Permitted Otology Product to a third party, or continue to develop, commercialize, distribute market and sell the Permitted Otology Product on its own. (b) Notwithstanding subsection (a) above, if a third party presents a bona fide offer to GenVec to license or otherwise acquire rights exclusively to a Permitted Otology Product(s) prior to the Option Trigger, then GenVec may notify Novartis that it is interested in granting has received such an offer and that it has the good faith intention of accepting an offer from such party if GenVec and that party can mutually agree on the terms thereof (a “Third Party Offer Notice”). Along with the Third Party Offer Notice, GenVec will provide Novartis with access to substantially the same information about the Permitted Otology Product that GenVec provided to the third party making the offer. If GenVec presents Novartis with a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Offer Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio Novartis shall have thirty (30) days from (subject to the receipt of the ROFN Notice extension set forth in subsection (c), below) to inform Liquidia notify GenVec in writing of its election whether it desires to negotiate obtain an exclusive license to the terms of such exclusive license, and another thirty Permitted Otology Product (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license“Early Option Exercise Notice”). If GSK or GSK Bio delivers such notice during the first thirty (30) day period Novartis provides an Early Option Exercise Notice, then Novartis and submits the initial proposal within the second thirty (30) day period, Liquidia GenVec shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six of three (63) months from GSK’s or GSK Bio’s receipt thereafter, to enter into a mutually agreeable exclusive license agreement for the Permitted Otology Product. If at the end of the ROFN Notice such three-month (3-month) period (the “Negotiation Early Option Period”), Novartis and GenVec have not been able to agree on the terms under which Liquidia will grant such of an exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation PeriodPermitted Otology Product, then Liquidia GenVec shall be free permitted to negotiate with any license or otherwise transfer the rights to the Permitted Otology Product to the third party referred to in the Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third PartyOffer Notice; provided, that if Liquidia grants such non-exclusive license to a Third Party transaction is completed within nine three (93) months after of the expiration of Negotiation Early Option Period. (c) The thirty-day (30-day) period referred to in subsection (b) above, then the terms of such Third Party license shall may be no less favorable to Liquidia than the terms last proposed extended by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contraryNovartis, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Knowfor one additional fifteen-How or Joint Vaccines Collaboration Knowday (15-Howday) period, as the case may be, that arises if during the Inhaled Collaboration Term or Vaccine Collaboration Termthirty-day (30-day) period, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How Novartis reasonably determines that it is (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Periodi) shall be thereafter excluded from and not subject impracticable to this Section 4.3 make a determination as to the particular field proposed whether it wishes to GSK. Further, each time Liquidia desires to grant a non-obtain an exclusive license to the Joint Inhaled Collaboration KnowPermitted Otology Product, and (ii) considering in good faith whether it wishes to obtain an exclusive license to the Permitted Otology Product. If Novartis exercises the fifteen-How or Joint Vaccines Collaboration Knowday (15-How in a different field than previously proposed to GSK in the right of first negotiation described day) extension provided in this Section 4.3subsection (c), either to it will provide GenVec with written notice thereof during the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant noninitial thirty-exclusive licenses to its interest in the Joint Inhaled Collaboration Knowday (30-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar productsday) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesperiod.

Right of First Negotiation. If during CSL shall have a right of first refusal to the Inhaled Option Period and/or Vaccines Option Period, Liquidia desires grant of any rights in the Field after the Effective Date to BioCryst Intellectual Property Rights in territories outside the Territory (each such proposed grant being a “New Opportunity”). When BioCryst is ready to grant rights to a non-exclusive license New Opportunity, BioCryst shall submit to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio CSL a reasonably detailed description of such desire New Opportunity, together with a financial proposal for the grant of rights to the New Opportunity. BioCryst shall promptly respond to all reasonable requests of CSL for additional information required in writing, describing in reasonable detail the scope connection with CSL's exercise of the license it is interested in granting to a Third Party right granted under this Section 2.8. CSL will have *** Business Days starting from whom Liquidia has received a term sheet or letter the date of intent receipt of BioCryst’s proposal (the “ROFN NoticeEvaluation Period”) to evaluate such proposal and GSK and/or GSK Bio thereafter to submit a counterproposal to BioCryst. In the event that CSL shall have submit a written counterproposal to BioCryst prior to the exclusive right expiration of first negotiation to obtain an exclusivethe Evaluation Period, worldwide, sublicensable license to Liquidia’s interest in then during the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days *** Business Days period from the receipt date of the ROFN Notice submission of CSL’s counterproposal to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice BioCryst (the “Negotiation Period”), the Parties shall discuss in good faith the acceptable market terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license grant of rights to CSL in respect of the New Opportunity. During the Evaluation Period and the Negotiation Period (up to *** Business Days in the aggregate, which may be extended by mutual agreement) BioCryst shall not directly or indirectly propose, grant or negotiate with any third party any rights relating to the end relevant New Opportunity. To the extent that BioCryst and CSL shall not reach an agreement regarding the New Opportunity prior to the expiration of the Negotiation Period, then Liquidia BioCryst shall be free to negotiate and effect any transaction with any Third Party for a non-exclusive license within third party regarding the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesrelevant New Opportunity.

Right of First Negotiation. If during Parent will provide Seller a written notice (an “Initial Notice”) of each Marketing Approval (or a similar or an equivalent approval) by the Inhaled Option Period and/or Vaccines Option PeriodEuropean Medicines Agency or the Brazilian Health Surveillance Agency (or a similar, Liquidia desires equivalent or successor Governmental Body) for a particular indication of any Lixivaptan Product (each such particular indication (an “Approved Indication”)) in any portion of Europe, Brazil, Russia or the Commonwealth of Independent States (the “ROFN Territory”) within ten (10) days of receipt of such approval. Parent Parties hereby grant Seller and any Affiliates designated by Seller for such purpose (together, “Chiesi”) a right of first negotiation to grant a non-negotiate exclusive license rights to its interest commercialize any and all Lixivaptan Products for the Approved Indication in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described ROFN Territory identified in Section 11.4(b)(iii)an Initial Notice, then it shall first notify GSK and GSK Bio Chiesi must provide Parent with written notice of its exercise of such desire in writing, describing in reasonable detail the scope right of the license it is interested in granting to first negotiation (a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have within thirty (30) days from the receipt of the date on which it receives an Initial Notice; provided, however, that if Chiesi does not provide Parent with a ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of within such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia Section 5.2 shall negotiate exclusively in be void and of no further force and effect with respect to the Lixivaptan Product Approved Indication for the ROFN Territory. During the applicable ROFN Term, Chiesi and Parent will promptly and diligently, on an exclusive and good faith with GSK or GSK Biobasis, negotiate commercially reasonable terms for a period not an exclusive commercial agreement for the Lixivaptan Product Approved Indication in the ROFN Territory. Prior to exceed six (6) months from GSK’s or GSK Bio’s receipt the expiration of the applicable ROFN Notice Term, and subject to the terms of Section 5.2, Parent, directly or indirectly, including through its Affiliates and their respective Representatives, will not negotiate or enter into any commercialization or similar agreement with any third party with respect to any Lixivaptan Product for the ROFN Territory. If Chiesi does not timely deliver a ROFN Notice, Parent may negotiate and enter into definitive agreements with a third party (the “Negotiation PeriodThird Party Partner”), and Chiesi will have no further rights with respect to the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement Lixivaptan Product Approved Indication for the exclusive license by the end ROFN Territory, but shall retain a right of the Negotiation Period, then Liquidia shall be free to negotiate first negotiation with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license respect to any Third Party; provided, other Lixivaptan Product indication except to the extent that if Liquidia grants such non-exclusive license to a Third Party within nine (9the definitive agreement(s) months after the expiration of Negotiation Period, then the terms of with such Third Party license shall be no less favorable Partner obligate Parent to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a provide such Third Party Partner with a right of first negotiation, right of first refusal or similar rights in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-Howsuch ROFN Territory with respect to any additional Approved Indication, as the in which case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in refusal of Chiesi pursuant to this Section 4.3 5.1 and Section 5.2 shall only apply be subordinated in the field all respects to such right of prescription pharmaceutical productsfirst negotiation, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions right of this agreement as indicated by “[***]” and first refusal or similar rights of such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesThird Party Partner.

Right of First Negotiation. (a) Commencing on the Effective Date and continuing until the [***] anniversary thereof (the “ROFN Period”), Paragon will promptly notify Apogee in writing if (i) Paragon or any of its Affiliates have developed a descriptive research plan with respect to the Development of a ROFN Multispecific Antibody similar in breadth and detail to the TSLP Research Plan by and between the Parties, executed on [***] or a bona fide plan to license or grant rights in a ROFN Multispecific Antibody to a Third Party, or (ii) Paragon or any of its Affiliates enters into good faith negotiations pursuant to an offer to or from any Third Party relating to the foregoing. Together with such notice, Paragon will provide to Apogee all material information and research plans developed by Paragon with respect to such ROFN Multispecific Antibody, including existing drafts of any proposed filings to any patent office prepared by or on behalf of Paragon, or copies of any actual filings to any patent office made by or behalf of Paragon, in each case with respect to Multispecific Patents that Cover such ROFN Multispecific Antibody. Apogee will have [***] days from receipt of Paragon’s notice to deliver a written notice to Paragon of Apogee’s desire to engage in negotiations for an agreement concerning the Development of or grant of a license or other rights to such ROFN Multispecific Antibody, provided, that, if within such [***] day period Apogee reasonably requests additional information relating to the research plan for the ROFN Multispecific Antibody (“Additional Information”), then Paragon shall use reasonable efforts to provide such Additional Information and the notice period shall be automatically extended beyond the initial [***] day period by such number of days necessary to provide Apogee [***] days to review such Additional Information following its receipt. Paragon’s obligation to provide any Additional Information shall be limited to data and information that is reasonably available to Paragon and in the form in which it is currently maintained by Paragon, and in no event shall Paragon be required to perform any research activities or generate new reports or documentation to comply with any request for Additional Information. (b) If during Apogee does not provide such written notice to Paragon of its interest to engage in such negotiations within such [***] day period, as may be extended as set forth in Section 2.6(a), then Paragon shall be free to enter into an agreement with a Third Party with respect to the Inhaled Option Period and/or Vaccines Option PeriodDevelopment of or grant of a license or other rights to such ROFN Multispecific Antibody and corresponding products comprising or containing such ROFN Multispecific Antibody (“ROFN Multispecific Product”) without further obligation to Apogee under this Section 2.6. (c) If Apogee does provide Paragon such written notice within such [***] day period, Liquidia desires to grant the Parties will negotiate [***] on a non-exclusive license to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, basis for a period not of up to exceed six (6) [***] months from GSKthe date of Apogee’s or GSK Bio’s receipt of the notice (“ROFN Notice (the “Negotiation Period”), an agreement with respect to the terms under which Liquidia will Development of or grant of a license or other rights to such exclusive ROFN Multispecific Antibody and corresponding ROFN Multispecific Products. Prior to and during the ROFN Negotiation Period, neither Paragon nor its Affiliates shall enter into an agreement with respect to any such ROFN Multispecific Antibody or any corresponding ROFN Multispecific Products with any Third Party that would restrict Paragon or its Affiliate from entering into an agreement with Apogee with respect to the Development of or grant of a license or other rights to GSK such ROFN Multispecific Antibody and corresponding ROFN Multispecific Products. For clarity, prior to and during the ROFN Negotiation Period, Paragon shall have the right to enter into agreements with Third Party service providers providing services to Paragon or GSK Bioits Affiliates with respect to such ROFN Multispecific Antibody and ROFN Multispecific Products. If GSK or GSK Bio In the event that the Parties have not entered into an agreement with respect to such ROFN Multispecific Antibody and Liquidia fail corresponding ROFN Multispecific Products prior to reach a binding written agreement for the exclusive license by the end expiration of the ROFN Negotiation Period, then Liquidia Paragon and its Affiliates shall be free to negotiate enter into an agreement with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine with respect to the Development of or grant of a license or other rights to such ROFN Multispecific Antibody and corresponding ROFN Multispecific Products without further obligation to Apogee under this Section 2.6. If (9i) months after the Parties enter into a license or another agreement with a grant of such rights to Apogee with respect to a ROFN Multispecific Antibody as described in subsection (b) of such definition, and (ii) Apogee had not previously requested Paragon to deliver to [***] a [***] Election Notice pursuant to Section 3.2 of the [***] Agreement with respect to the applicable [***] Project Antibody(ies) included in such ROFN Multispecific Antibody prior to the expiration of Negotiation the Apogee Election Period, then the terms of such Third Party license agreement by and between the Parties shall be no less favorable include the obligation for Apogee to Liquidia than the terms last proposed by GSK or GSK Bio reimburse Paragon for all payments made to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with ] by Paragon under the Securities and Exchange Commission pursuant to Rule 24b-2 [***] Agreement following the expiration of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesApogee Election Period.

Right of First Negotiation. If during During the Inhaled Option Period and/or Vaccines Option PeriodTerm, Liquidia desires Idera hereby grants to grant Vivelix a non-exclusive license to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwidesublicensable license, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-HowDevelop, as applicablemake, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having have made, use, register, sell, have sold, offer for sale, offering for sale Commercialize, import and export any compound (other than Compounds) Controlled by Idera during the Term that has activity (as evidenced in preclinical models or importation of products in clinical development) in the applicable field (i.e. of inflammatory bowel disease and any and all intellectual property rights Controlled by Idera at any time covering the foregoing, and for which Idera has undertaken an active program to seek a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio partner for such field; provided, however, that Vivelix shall have thirty no such right with respect to any compound that has activity in the field of inflammatory bowel disease but for which Idera believes, in its good faith judgment based on data, inflammatory bowel disease will not be a lead indication. Idera will notify Vivelix in writing when any such compound is available for license and send to Vivelix all Data Controlled by Idera regarding such compound, which will be Confidential Information of Idera and subject to the confidentiality obligations set forth in Article 5. If Vivelix provides to Idera, within forty-five (3045) days from the after receipt of such data, a notice that includes the terms on which Vivelix would like to obtain such license under such intellectual property rights to such compound in the field of inflammatory bowel disease or the GI Field or, if agreed to by Idera any broader field, as determined by Vivelix in such notice (the “Chosen Disease Field”), Idera will negotiate in good faith exclusively with Vivelix for a period of ninety (90) days thereafter (or longer if such period is extended upon mutual agreement of the Parties) (the “ROFN Notice to inform Liquidia in writing of its election to negotiate End Date”) the terms of a definitive license agreement with respect to such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for compound in the Chosen Disease Field. If the Parties do not agree on the terms of a definitive license agreement with respect to such exclusive license. If GSK or GSK Bio delivers compound during such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day time period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not Idera will be permitted to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant license such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license compounds to a Third Party within nine licensee, provided that prior to the date that is one (91) months year after the expiration of Negotiation PeriodROFN End Date, then Idera will not be permitted to grant a license to such compound in the terms of such Chosen Disease Field to a Third Party license shall be no on terms that are less favorable to Liquidia Idera when taken as a whole than the terms last proposed offered by GSK or GSK Bio Vivelix. For purposes of the immediately preceding sentence, if Idera has chosen to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party a license to such compound in a particular proposed one or more fields that together are more broad than the Chosen Disease Field, such broader field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and considered an element of such license that is more favorable to Idera. If Idera does not subject to this Section 4.3 as to the particular field proposed to GSK. Furtherexecute an agreement with a Third Party licensee during such one (1)-year period, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the Vivelix’s right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject above will again apply with respect to Section 4.4 belowsuch compound if since the date on which Idera last sent to Vivelix all Data Controlled by Idera regarding such compound, Liquidia shall be free Idera has generated or obtained additional, material data with regard to grant non-exclusive licenses to such compound and its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply use in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesinflammatory bowel disease.

Right of First Negotiation. If during the Inhaled Option Period and/or Vaccines Option Period, Liquidia desires to grant a non-exclusive license to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”a) and GSK and/or GSK Bio thereafter Licensee shall have the exclusive a right of first negotiation to obtain an exclusive, worldwide, sublicensable license expand the Field to Liquidia’s interest include any new Indications for License Products in accordance with this Section 2.1.6(a) (such rights are referred to herein as the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field“Field Expansion Rights”). GSK or GSK Bio If Licensee desires to license the Licensed Product for any Indications outside of the Field, it shall have notify Licensor in writing and the Parties shall proceed to negotiate in good faith pursuant to Section 2.1.6(c) below. Licensor shall not offer to license the Licensed Product for any Indication outside of the Field to a Third Party without first offering such right to Licensee and providing Licensee a thirty (30) days from day evaluation period. (b) If at any time Licensor desires to license the receipt Licensed Products in the Field in any country outside of the ROFN Notice Territory to inform Liquidia in writing any Third Party, it shall first offer such rights to Licensee by providing written notice of its election bona fide intent to negotiate the terms do so and Licensee shall have a period of such exclusive license, and another thirty (30) days to submit assess whether Licensee desires to Liquidia an initial proposal for expand the terms Territory to include such country (“Territory Expansion Rights”). (c) If Licensee desires to exercise such Field Expansion Rights or Territory Expansion Rights it shall notify Licensor in writing prior to the expiration of such exclusive license. If GSK or GSK Bio delivers such notice during the first applicable thirty (30) day evaluation period and submits the initial proposal within the second thirty (30) day period, Liquidia Parties shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six of ninety (690) months from GSK’s or GSK Bio’s receipt of the ROFN Notice days thereafter (the “Negotiation Period”)) to amend this Agreement as appropriate on reasonable market terms to include such expanded rights. If, the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end expiration of the Negotiation Period, the Parties have not Agreed in principle to the material terms regarding the applicable expansion rights, then Liquidia shall be free to negotiate with at any Third Party for a nontime during the one-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine hundred eighty (9180) months after day period following the expiration of the Negotiation Period, then the terms of such Third Licensor or its Affiliate may consummate a Third-Party license shall be no less or sale, as applicable, on terms that are more favorable to Liquidia the Licensor or its Affiliate than the terms last proposed offered by GSK Licensee during the negotiations. If such Third-Party license or GSK Bio to Liquidia. Notwithstanding anything to the contrarysale is not consummated within such one-hundred eighty (180) day period, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date terms and conditions of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as 2.1.6 will again apply and Licensor shall not and shall cause its Affiliates not to the particular field proposed to GSK. Further, each time Liquidia desires to grant a nonenter into any Third-exclusive Party sale or license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately the applicable rights without giving Licensee another opportunity to negotiation the applicable expansion rights in accordance with the Securities terms and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products)conditions hereof. For purposes of this Section 4.3Section, “biological productsAgreed” means as memorialized in a fully executed term sheet setting forth the material terms as non-binding, and including certain customary binding provisions (such as those regarding confidentiality, expenses, and a reasonable exclusivity period). Licensor shall not and shall cause its Affiliates not to sell or license in any products that cause a biological effect in humans, including, manner to any Third Party any Licensed Product for example, vaccines, monoclonal antibodies and cytokinessuch Indication or country prior to the compliance with the foregoing.

Right of First Negotiation. (a) If during at any time prior to expiration of the Inhaled Option Period and/or Vaccines Option PeriodAssigned Patents Merck chooses to sell or license the rights to promote, Liquidia desires market and sell the Product (i) in any countries or group of countries outside the Territory except to grant a non-exclusive license to its interest the extent Canada is included among such countries (in which case Section 11.2 shall apply) or (ii) in any one specific country outside the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described Territory unless that country is Canada (in which case Section 11.4(b)(iii11.2 shall apply), then it shall Guilford will have a right of first notify GSK and GSK Bio negotiation with respect to the purchase or license of all but not less than all of such desire in writing, describing in reasonable detail the scope rights from Merck. Such right of the license it is interested in granting first negotiation shall be exercised as follows: Merck will provide Guilford with written notice of such negotiation opportunity prior to initiating discussions with any third party. Such notice shall include a Third Party from whom Liquidia has received a term data sheet or letter of intent (the “ROFN Notice”"Data Sheet") setting forth the proposed territory, the proposed indication, applicable patent rights and GSK and/or GSK Bio thereafter expiration dates, sales in such proposed territory for the last five (5) years by month and year and sales/promotional support information. From the date of delivery of such written notice and Data Sheet and for a period of up to sixty (60) days thereafter, Guilford shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful enter into negotiations with Merck for the making, having made, use, sale, offering for such sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, license and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia Merck shall negotiate exclusively in good faith with GSK or GSK BioGuilford during such period, for a period not subject to exceed six the following. If Guilford desires to engage in discussions with respect to such Data Sheet, it shall notify Merck of such desire within ten (610) months from GSK’s or GSK Bio’s business days of receipt of the ROFN Notice Data Sheet and Merck and Guilford shall cause a meeting of their respective management representatives within ten (the “Negotiation Period”)10) business days of Guilford providing such notice. Within ten (10) business days after such meeting, the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia Guilford shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia notify Merck whether it desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How continue such discussions and, if not, whether Guilford in a different field than previously proposed to GSK good faith would be interested in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to future discussions regarding *The asterisk denotes that confidential portions of this agreement as indicated by “[***]” and such confidential portions exhibit have been deleted and filed separately with the Securities and Exchange Commission pursuant to omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. any one or a subset of the countries in the proposed territory. If Guilford notifies Merck that it desires to continue discussions regarding the Data Sheet, Merck and Guilford shall negotiate in good faith the terms and conditions of such sale or license for the remaining portion of such sixty (60) day period. If after engaging in such discussions for the remainder of such period the parties are unable to reach a mutually acceptable agreement, Merck shall have the right to freely negotiate with third parties for the sale or license of the rights to promote, market and sell the Product (i) in all countries or any group of countries outside the Territory (other than Canada) that were included in the Data Sheet or (ii) in any one specific country outside the Territory (other than Canada) that was included in the Data Sheet; provided, however, that if Merck elects to proceed with the sale or license of such rights in some, but not all, of the countries in the proposed territory contemplated by the Data Sheet, it may do so but Guilford shall retain the right of first negotiation contemplated by this Section 11.1(a) to the extent of any country with respect to which (i) Guilford indicated it was interested in future discussions and (ii) Merck has not sold or licensed the rights in the Product in accordance with this Section 11.1(a) in such country(ies). (b) If at any time prior to expiration of the Assigned Patents, Guilford chooses to sell or license any of the Acquired Assets or the rights acquired thereunder to a third party, Merck shall have a right of first negotiation with respect to the purchase or license of all but not less than all of such Acquired Assets or rights from Guilford. Such right of first negotiation shall be exercised as amendedfollows: Guilford will provide Merck with written notice of such negotiation opportunity prior to initiating discussions with any third party. basisFrom the date of delivery of such written notice and for a period of up to sixty (60) days thereafter, or vaccine or biological products (including biosimilar products). For purposes Merck shall have the EXECUTION COPY *The asterisk denotes that confidential portions of this Section 4.3exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. exclusive right to enter into negotiations with Guilford for such sale or license and Guilford shall negotiate in good faith with Merck during such period, “biological products” means any products subject to the following. Within ten (10) business days of the receipt of such notice, Merck shall provide written notice of whether it desires to exercise its right of first negotiation. In the event Merck provides notice that it desire to exercise its right of first negotiation, Guilford and Merck shall cause a biological effect meeting of their respective management representatives within ten (10) business days to negotiate in humansgood faith the terms and conditions of such sale or license. If after engaging in such discussions for such sixty (60) business day period the parties are unable to reach a mutually acceptable agreement, including, Guilford shall have the right to freely negotiate with third parties for example, vaccines, monoclonal antibodies the sale or license of the Acquired Assets and cytokinesto consummate any such sale.

Right of First Negotiation. If If, at any time during the Inhaled Option Period and/or Vaccines Option PeriodTerm, Liquidia Genzyme desires to grant a non-exclusive license any Third Party rights to its interest Develop and/or Commercialize one or more Global Licensed Product(s) in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described Field in Section 11.4(b)(iiiany portion of the Licensed Territory (excluding customary distribution arrangements entered into in the ordinary course of business by Genzyme), then it Genzyme shall first notify GSK and GSK Bio Alnylam in writing of its intent. Alnylam shall have [***] days from receipt of such written notice to notify Genzyme in writing as to whether Alnylam desires to negotiate for such rights in such territory, and if Alnylam so notifies Genzyme that it does desire to negotiate for such rights in writingsuch territory, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter Alnylam shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) [***] days from the receipt of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms date of such exclusive license, and another thirty (30) days notification to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. GLOBAL LICENSE TERMS Genzyme to negotiate with Genzyme and to make one or more written non-binding offers to Genzyme concerning the acquisition of such rights in such territory by Alnylam. Alnylam shall have the exclusive right for [***] days (or such longer period as may be mutually agreed by the Parties) after such [***] day period, to finalize and enter into a definitive agreement with Genzyme for such rights in such territory, provided that if either Alnylam does not provide such written notice within such [***] day period or Alnylam does provide such written non-binding offer within such subsequent [***] day period, or Alnylam provides such notice of interest and such confidential portions have been deleted written offer but for any reason Genzyme and filed separately Alnylam do not enter into a definitive agreement within the [***] day negotiation period, Genzyme shall be free to enter into an agreement with a Third Party(ies) relating to such rights in such territory, without further obligation to Alnylam. Genzyme shall not, during the Securities exclusive [***] and Exchange Commission pursuant [***] day negotiating periods described above, enter into discussions, exchange information, or otherwise negotiate with any Third Party with respect to Rule 24b-2 an agreement with respect to the Development and/or Commercialization of the Securities Exchange Act applicable Global Licensed Product(s) in the Field in the Licensed Territory. Notwithstanding the foregoing, during the period of 1934[***] months after the termination of any such negotiation that does not result in a definitive agreement between Alnylam and Genzyme, as amended. basisGenzyme shall not enter into a transaction with respect to such rights in such territory with any Third Party on terms that are, or vaccine or biological products (including biosimilar products)in the aggregate, materially more favorable to the Third Party than the last terms offered in writing by Alnylam to Genzyme unless Genzyme first re-offers such transaction to Alnylam on such more favorable terms and Alnylam does not accept such offer and enter into such transaction with Genzyme within [***] days after such re-offer. For purposes of this Section 4.3clarity, “biological products” means prior to the exclusive negotiating periods described above, Genzyme shall be free to engage in discussions and exchange information with Third Parties with respect to the applicable Global Licensed Product(s) rights, but shall not enter into any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesbinding agreement with any Third Party with respect to such rights.

Right of First Negotiation. If during the Inhaled Option Period and/or Vaccines Option Period, Liquidia desires 14.1 The Parties acknowledge their mutual desire to grant explore a non-exclusive license to its interest broader collaboration whereby Glycyx would develop and market CKD GI Products in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described Glycyx Territory. Therefore, in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire addition to the exclusive rights granted to CKD in writing, describing in reasonable detail the scope respect of the license it is interested in granting Product under Clause 2 CKD hereby grants to Glycyx a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation with respect to obtain an exclusive, worldwide, sublicensable license rights to Liquidia’s interest develop and exploit CKD GI Products in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-HowGlycyx Territory. 14.2 During the period of [*] years from the date hereof CKD shall provide written notification to Glycyx of any opportunity in respect of a CKD GI Product (such notice, a “Product Notice”), which Product Notice shall be served promptly on any CKD GI Product being available for licensing outside the Territory. Such Product Notice shall contain a description in reasonable detail of the CKD GI Product(s) and such other information as applicablemay reasonably be required to enable Glycyx to assess the CKD GI Product opportunity. Upon request by Glycyx 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 in good [*] Confidential treatment requested; certain information omitted and any other intellectual property filed separately with the SEC faith towards an agreement granting to Glycyx exclusive rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for in respect of the making, having made, use, sale, offering for sale or importation of products CKD GI Product in the applicable field (i.e. a field outside vaccines applications and/or Glycyx Territory. If Glycyx chooses not to request such negotiations, it shall so notify CKD promptly before the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt expiry of the ROFN Notice Period and if Glycyx makes no communication within the Notice Period, it shall be deemed to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive licensehave not effected a request. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in notwithstanding good faith with GSK or GSK Bio, for negotiations the Parties do not enter into a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt definitive agreement within [*] days of the ROFN Notice Date (the “Negotiation Period”), CKD may proceed to grant rights or licenses to Third Parties with respect to all or a part of the CKD GI Product(s) opportunity offered to Glycyx provided that CKD shall not enter into a transaction in respect of the CKD GI Product(s) opportunity in the Glycyx Territory proposed by CKD to Glycyx with a Third Party on terms under which Liquidia will grant such exclusive license which, assessed as a whole, are materially less favourable to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for CKD than those proposed by Glycyx in the exclusive license by course of the end of good faith negotiations during the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject . 14.3 The only obligations of negotiations with GSK or GSK BioCKD and Glycyx under this Clause 14 are as expressly stated therein, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be there are no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything further implied obligations relating to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesmatters contemplated therein.

Right of First Negotiation. If during During the Inhaled Option Period and/or Vaccines Option Period, Liquidia desires to grant a non-exclusive license to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope two years of the license it is interested in granting Term of this Agreement, AspenBio grants to Merial a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusivedistribute, worldwidemarket and sell all future animal health products developed by AspenBio ("Right of First Negotiation"). AspenBio shall notify Merial of future animal health products it intends to develop, sublicensable license distribute, market, and sell ("Product Notice"). Within ten business days of a request by AspenBio, and prior to Liquidia’s disclosure of any information regarding such future animal health products, Merial shall sign a confidentiality agreement whereby Merial agrees to maintain in confidence and not to use any information relating to such animal health products disclosed by AspenBio. To exercise the Right of First Negotiation, Merial shall provide AspenBio with notice of its interest in pursuing negotiations ("Notice of Interest") within 60 days of receipt of any Product Notice from AspenBio. In the Joint Inhaled Collaboration Knowevent that Merial does not enter into a confidentiality agreement in such time period, the Right of First Negotiation shall terminate immediately. The Notice of Interest shall be accompanied by a non-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful refundable payment of $50,000 to AspenBio to exercise the Right of First Negotiation granted under this Section 3.5 for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) 30 days from the receipt Notice of Interest. Upon the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms expiration of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) -day period, Liquidia Merial may extend the Right of First Negotiation granted under this Section 3.5 for up to two additional 30-day periods by making an additional non-refundable payment of $50,000 for each such 30-day extension prior to the expiration of the Right of First Negotiation. After timely receipt of a Notice of Interest and the non-refundable payment or payments described above, AspenBio shall not enter into negotiations with any third parties while the Right of First Negotiation is in effect, provided, that the Right of First Negotiation may not be extended for more than 90 days following the date of receipt of a Notice of Interest (the "Negotiation Period") and during such Negotiation Period AspenBio and Merial each shall negotiate exclusively in good faith with GSK faith. In the event that Merial does not deliver a timely Notice of Interest or GSK Bio, for a period not no final agreement is consummated prior to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end expiration of the Negotiation Period, then Liquidia AspenBio shall be free to negotiate and enter into agreements with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK third parties to distribute or GSK Bio, and to grant market such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidiaanimal health product. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described Nothing in this Section 4.3, either 3.5 shall prevent AspenBio from conducting additional research and testing and market research and analysis (alone or in conjunction with third parties) prior to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on termination of the terms set forth Right of First Negotiation described above. Subject This Section 3.5 shall not apply to Section 4.4 below, Liquidia shall be free animal health products for which AspenBio receives a proposal to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basisdevelop for, or biological products (including biosimilar products) at any timeco-develop with, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesindependent third parties.

Right of First Negotiation. If (A) In the event that Myogen, at any time during the Inhaled Option Period and/or Vaccines Option PeriodTerm, Liquidia desires decides to pursue granting a sublicense to any Third Party to conduct Manufacturing or Commercialization and related activities outside of the Territory with respect to the Product (the "NEW TERRITORY"), Myogen will notify Sublicensee in writing and thereby grant a non-Sublicensee an exclusive option to negotiate with Myogen for an exclusive license to its interest in under the Joint Inhaled Collaboration Myogen Know-How or Joint Vaccines Collaboration Know-How in the New Territory in the Field (the "RIGHT OF NEGOTIATION"). (B) Sublicensee must exercise the Right of Negotiation by providing written notice to Myogen (the "RIGHT OF NEGOTIATION NOTICE") within sixty (60) days after receiving written notice from Myogen as described provided in Section 11.4(b)(iiiArticle 2.8(a) of the Right of Negotiation. (C) If Sublicensee does not submit a Right of Negotiation Notice to Myogen as provided in Article 2.8(b) prior to the expiration of the sixty (60) day period referenced in Article 2.8(b), then it shall first notify GSK and GSK Bio the Right of Negotiation will immediately terminate at 12:01 a.m. Eastern Standard Time on the calendar day that is immediately after the last calendar day of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent sixty (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (3060) day period and submits Myogen will have no further obligation to Sublicensee with respect to the initial proposal within Right of Negotiation for Product in the second thirty New Territory. (30D) day periodIf Sublicensee exercises the Right of Negotiation by providing a Right of Negotiation Notice as provided in Article 2.8(b), Liquidia shall Myogen and Sublicensee will negotiate exclusively in good faith with GSK or GSK Biofaith, for and use their diligent efforts, to complete a period not license agreement during the Right of Negotiation Period pursuant to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such Sublicensee would obtain an exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything respect to the contrary, Product under the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Myogen Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to New Territory (the same Third Party or a different Third Party, then such additional license in a different field shall first "NEW TERRITORY LICENSE AGREEMENT"). The "RIGHT OF NEGOTIATION PERIOD" will be offered to GSK or GSK Bio the period that commences on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest date on which Sublicensee provides Myogen with a Right of Negotiation Notice as provided in Article 2.8(b) (for the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3Article 2.8(d) only, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies the "commencement date") and cytokines.expires at 12:01 a.

Right of First Negotiation. If during (a) After the Inhaled Option Period and/or Vaccines Option Periodfifth Anniversary, Liquidia desires a Sonera Holder desiring to grant a non-exclusive license to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting Transfer any AOC Shares to a Third Party Transferee without the prior written consent of TDS and Aerial shall first give written notice to Aerial of its desire to effect such a Transfer, which notice shall set forth the number of AOC Shares that the transferring Sonera Holder desires to Transfer and refer to this Section 5.2 (a "Sonera Transfer Notice"). Aerial shall have a period of ten Business Days from whom Liquidia has received its receipt of the Sonera Transfer Notice within which to give such transferring Sonera Holder a term sheet or letter written notice that Aerial desires to invoke the provisions of intent Section 5.2(b) hereof, (the “ROFN "Sonera Negotiation Notice”"). If Aerial fails to timely give a Sonera Negotiation Notice or comply with any of the provisions of Section 5.2(b) hereof, then the transferring Sonera Holder may Transfer such AOC Shares to such Third Party Transferee, provided such Third Party Transferee is not a Competitor, and GSK and/or GSK Bio thereafter may assign certain of its rights under this Agreement to such Third Party Transferee in accordance with Section 5.3 hereof. (b) If Aerial timely gives a Sonera Negotiation Notice to the transferring Sonera Holder pursuant to Section 5.2(a) hereof, then Aerial shall have the exclusive right to negotiate with such transferring Sonera Holder regarding the possible acquisition by Aerial of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in such AOC Shares for a period (the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology"Sonera Negotiation Period") then controlled by Liquidia that are necessary or reasonably useful for beginning on the making, having made, use, sale, offering for sale or importation date of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt by the transferring Sonera Holder of the ROFN Sonera Negotiation Notice and ending on the earlier to inform Liquidia in writing occur of its election to negotiate (i) the date upon which the transferring Sonera Holder and Aerial reach agreement on the terms of a Transfer of such exclusive licenseAOC Shares to Aerial, (ii) the date upon which the transferring Sonera Holder and another thirty Aerial agree that no such agreement can be reached, or (30iii) 60 days after the commencement of the Sonera Negotiation Period. During the Sonera Negotiation Period, the transferring Sonera Holder and Aerial shall negotiate in good faith to submit to Liquidia an initial proposal for reach agreement on the terms of a Transfer of such exclusive licenseAOC Shares from the transferring Sonera Holder to Aerial. If GSK or GSK Bio delivers the parties reach such notice agreement during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Sonera Negotiation Period, then the terms parties shall promptly prepare and file all necessary applications with the FCC and any other applicable regulatory agencies and the closing of the Transfer of such Third Party license AOC Shares shall occur within 30 days after the receipt of all necessary FCC and other regulatory approvals. In the event that the parties do not reach such agreement during the Sonera Negotiation Period, then Aerial shall give to the transferring Sonera Holder a written notice of Aerial's final bid to acquire such AOC Shares (in whatever form Aerial desires) on or before the last day of the Sonera Negotiation Period, which final bid the transferring Sonera Holder shall have the right to accept (A) for a period of 30 days after its receipt thereof, during which 30-day period such final bid shall be no less favorable irrevocable, and (B) for a period of an additional 60 days thereafter, during which additional 60-day period such final bid shall be revocable by Aerial at any time prior to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date Aerial's receipt of the ROFN Noticetransferring Sonera Holder's acceptance of such final bid. (c) In the event that the transferring Sonera Holder neither reaches agreement with Aerial to Transfer such AOC Shares to Aerial nor accepts Aerial's final bid pursuant to Section 5.2(b) hereof, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after then the expiration of Negotiation Period) transferring Sonera Holder shall be thereafter excluded from and not subject permitted to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then Transfer such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokines.AOC Shares

Right of First Negotiation. If during (a) If, following the Inhaled Option Period and/or Vaccines Option PeriodEffective Date, Liquidia desires to grant Alfacell determines that a particular Modified Targeted Ranpirnase compound demonstrates activity across one or more tumor cell types and has commercial viability (and such determination is reasonably supported by reasonable non-exclusive license to its interest clinical or pre-clinical data in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iiirespect of such cell type(s)), then it shall first notify GSK and GSK Bio Alfacell shall, prior to instituting any Phase III development program in respect thereof, provide Par with a one time written notice of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to information that Alfacell possesses or that Alfacell has a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive contractual right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party to obtain, subject to any corresponding contractual obligation, including copies of such data, and an estimate of the cost for developing and obtaining regulatory approval therefor, that is reasonably required by Par to determine whether or not to enter into negotiations for a non-license agreement with Alfacell with respect to such Modified Targeted Ranpirnase. The delivery of such notice shall automatically grant to Par an exclusive license within option (the same applicable field that was the subject of negotiations “Option”) to enter into an agreement with GSK or GSK Bio, and to grant such non-Alfacell for an exclusive license to permit Par to market, sell and have sold such Modified Targeted Ranpirnase in respect of the applicable indications (the “New License Agreement”). Par shall determine and notify Alfacell of its determination in writing, as soon as practicable, and in any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months event no more than *** after the expiration of Negotiation Period, then the terms grant of such Third Party license shall be no less favorable Option by Alfacell, to Liquidia than (i) exercise the terms last proposed Option by GSK or GSK Bio delivery of written notice to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date Alfacell of the ROFN Notice, and all its exercise of such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basisOption, or biological products (including biosimilar productsii) at any timereject the Option. The exercise, and the right or determination not to exercise, by Par of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription its rights under Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted information omitted and filed separately with the Securities and Exchange Commission Commission. Asterisks denote such omission. this Section 4.5(a) in respect of any granted Option shall not affect its rights in respect of any other Modified Targeted Ranpirnase compound that was not subject to such Option. Any data or other information provided by Alfacell to Par pursuant to Rule 24b-2 this Section 4.5(a) shall be deemed and treated as Confidential Information in accordance with and subject to Section 8.1. If Par fails to exercise its Option within such ***, or if Par rejects its Option, or if the Parties do not execute a New License Agreement despite their good faith efforts during the *** described in subsection (b) below, then within ten (10) business days after such failure, rejection or absence of execution (as applicable), Par shall return to Alfacell all documentation containing Confidential Information of Alfacell that was received by Par pursuant to this Section 4.5(a). (b) If Par exercises its Option, the Parties shall, during the *** from the date of exercise of the Securities Exchange Act of 1934Option, as amendednegotiate exclusively a New License Agreement with one another in good faith. basisIf, following such ***, the Parties have not executed the New License Agreement despite their good faith efforts, Alfacell may, but shall not be obligated to, offer such license for Modified Targeted Ranpirnase for the applicable indication(s) to a Third Party. If Par rejects the Option, or vaccine or biological products does not inform Alfacell of its exercise of the Option within the *** after the grant of such Option by Alfacell, (including biosimilar products). For i) Alfacell may, but shall not be obligated to, negotiate and enter into a license agreement with a Third Party, and (ii) thereafter the particular Modified Targeted Ranpirnase that had been subject to such Option shall be deemed to no longer be a “Competing Product” for purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesAgreement.

Right of First Negotiation. If during the Inhaled Option Period and/or Vaccines Option PeriodCypress shall be permitted, Liquidia desires subject to grant a non-exclusive license this Section 2.4, to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii)develop, then it shall first notify GSK and GSK Bio of such desire in writingmake, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, salesell, offering offer for sale and import any Cypress Analogs, but not any Cypress Formulations, for any indication and this Agreement shall not include any rights with respect to Cypress Compounds or importation of products in any Information or Patents that pertain to the applicable field Cypress Compounds. Beginning upon the Effective Date and ending [...***...] (i.e. a field outside vaccines applications and/or the Inhaled Field"Exclusive Period"). GSK or GSK Bio , Forest shall have thirty (30) days from a first right to negotiate with Cypress to obtain a license to further develop and commercialize Cypress Compounds for all indications to the receipt extent Forest has not exercised the Option with respect to such Cypress Compounds. In the event Cypress desires to enter into a license arrangement for further development or commercialization of the ROFN Notice any Cypress Analog in any indication or plans to inform Liquidia further develop or commercialize any Cypress Analog itself, before entering into discussions with any Third Party with respect to such license or commencing such activities itself, Cypress will notify Forest in writing of its election desire. Forest may then elect, by providing written notice to negotiate the terms of such exclusive licenseCypress, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in enter into good faith negotiations with GSK or GSK Bio, Cypress with respect to such license for a period of 90 days following notice to Forest. In addition, Forest may provide written notice to Cypress at any time of its desire to negotiate a license arrangement for further development or commercialization of any Cypress Compound in any indication for a period of 90 days following notice to Cypress. If Cypress and Forest do not enter into an agreement with respect to exceed six such license during such 90 day period (6) months from GSK’s or GSK Bio’s receipt of such longer period agreed to in writing by the ROFN Notice (the “Negotiation Period”parties), the terms Cypress will be under which Liquidia no further obligation to negotiate a license with respect to such Cypress Compound, and, if such Cypress Compound is a Cypress Analog, Cypress will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to further develop and commercialize, or to negotiate and enter into an agreement with any Third Party with regard to further development and commercialization of, such Cypress Analog in any indication on any terms, subject to the last sentence of this Section 2.4(e). In addition, in the event a Cypress Analog is commercialized by Cypress or a sublicensee during the Exclusive Period, Cypress shall pay to Forest, a royalty of [...***...] on net sales of such Cypress Analog by Cypress or any Third Party to whom Cypress grants a license to such Cypress Analog; provided that such royalty rate may be reduced by written agreement of Cypress and Forest after good faith negotiations to account for a non-exclusive license within the same applicable field any royalty payments that was the subject of negotiations with GSK Cypress or GSK Bio, and to grant such non-exclusive license its sublicensees must make to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested Parties with respect to portions of this agreement as indicated by “such Cypress Analog. Such royalty shall be payable for the Exclusive Period, but in any event, the payment term shall not be less than [...***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokines....

Right of First Negotiation. If at any time during the Inhaled Option Period and/or Vaccines Option Periodterm of this Agreement SCOLR proposes or intends to enter into any Additional License Opportunity with any Third Party, Liquidia desires to grant a non-exclusive license to its or if SCOLR receives any proposal or indication of interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to from a Third Party with respect to any Additional License Opportunity that SCOLR intends to pursue (an “ALO”), SCOLR shall provide written notice to Wyeth of such proposal or intent, along with reasonable details regarding such Additional License Opportunity (such notice from whom Liquidia has received SCOLR to Wyeth referred to as a term sheet or letter of intent (the “ROFN RFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive ). SCOLR hereby grants to Wyeth a right of first negotiation with respect to obtain each ALO. With respect to each ALO, during the period of [***] from the date of the relevant RFN Notice, SCOLR shall provide to Wyeth all information reasonably requested by Wyeth with respect to such ALO and Wyeth shall inform SCOLR whether Wyeth desires to negotiate an exclusiveagreement between SCOLR and Wyeth relating to such ALO. If Wyeth notifies SCOLR that it desires to negotiate an agreement between SCOLR and Wyeth relating to an ALO, worldwideSCOLR and Wyeth shall in good faith negotiate transaction terms and conditions and an agreement relating to the relevant Additional License Opportunity during the [***] period (or such longer period as may be agreed to by Wyeth and SCOLR) following the date of the notice by Wyeth referred to in clause (a) or (b) above, sublicensable license and during such period SCOLR and its directors, officers, representatives and agents shall discontinue all, and shall not initiate, encourage or engage in any, discussions with any Third Party with respect to Liquidia’s interest such Additional License Opportunity. If Wyeth and SCOLR do not execute an agreement with respect to such Additional License Opportunity despite their good faith efforts to do so in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation period of products time referred to in the applicable field (i.e. a field outside vaccines applications and/or preceding sentence, SCOLR shall be free to enter into an agreement, within [***] after the Inhaled Field)discontinuation of negotiations between SCOLR and Wyeth, for such Additional License Opportunity with one or more Third Parties on terms no less favorable to SCOLR than the terms last offered by SCOLR to Wyeth. GSK In order to keep Wyeth fully informed of potential Additional License Opportunities, SCOLR shall notify Wyeth promptly after becoming aware of any invention, development, license or GSK Bio acquisition that could be the subject of an Additional License Opportunity. In addition to the foregoing, from time to time, SCOLR shall have thirty (30) days from disclose any new technology relating to the receipt modification of the ROFN Notice to inform Liquidia duration of the activity or effectiveness of active pharmaceutical ingredients suitable for use with any product containing ibuprofen or any enantiomer or salt thereof, either alone or in writing combination with one or more of its election to the active ingredients, that SCOLR Controls and, if requested by Wyeth, negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of Wyeth the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested rights with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesthereto.