Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. Subject to the terms and conditions of this Agreement, ORGENTEC hereby grants to Proprius the right of first negotiation to obtain a license with respect to one or more Additional Products in the Field in the Territory in accordance with this Section 2.2. If, during the Term, ORGENTEC proposes to introduce (either directly or through an Affiliate or Third Party licensee or distributor) in the Territory any Additional Product, then ORGENTEC shall promptly notify Proprius thereof in writing of such intent and shall provide to Proprius any and all available scientific data, patent filings and other relevant information regarding such Additional Product (“Diligence Information”). At any time during the 30-day period commencing on the date of such notice, provided that all available Diligence Information regarding an Additional Product has been provided within [***] days following such notice (the “Review Period”), Proprius, at its sole discretion, may exercise its right of first negotiation with respect to such Additional Product by delivering written notice of exercise to ORGENTEC. If Proprius exercises such right of first negotiation prior to expiration of the Review Period, the parties shall negotiate in good faith for up to an additional [***] days (the “Negotiation Period”) regarding the terms upon which ORGENTEC would exclusively license such Additional Product to Proprius in the Field in the Territory. Until the expiration of the Negotiation Period with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant of a license with respect to such Additional Product. If Proprius does not exercise its right of first negotiation with respect to an Additional Product prior to expiration of the Review Period, or if Proprius exercises such right of first negotiation with respect to an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional Product, then ORGENTEC shall be free to offer such Additional Product to, and to negotiate and enter into a license with, any Third Party with respect to such Additional Product in the Field in the Territory, except that ORGENTEC shall not license such Additional Product to any Third *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party on terms more favorable to such Third Party than those offered to Proprius without first offering such license to Proprius on such more favorable terms for a period of at least 30 days.

Right of First Negotiation. (a) (Subject to the terms and conditions of this Agreement, ORGENTEC Hookipa hereby grants to Proprius the Gilead a right of first negotiation to obtain extend the license grant by Hookipa to Gilead under the Licensed Technology pursuant to Section 3.1(a) to all fields outside of the Field. (b) In the event that Hookipa elects to offer to one (1) or more Third Parties a license with respect or other rights under the Licensed Technology, which license or other rights would include the right to one Research, Develop, Manufacture, or more Additional Products Commercialize any Licensed Product in the Field in the Territory in accordance with this Section 2.2. If, during the Term, ORGENTEC proposes to introduce (either directly or through an Affiliate or Third Party licensee or distributor) in the Territory any Additional Product[***], then ORGENTEC shall promptly notify Proprius thereof in writing of such intent and Hookipa shall provide to Proprius any and all available scientific dataGilead with written notice thereof. Gilead may, patent filings and other relevant information regarding such Additional Product (“Diligence Information”). At any time during the 30-day period commencing on the date of such notice, provided that all available Diligence Information regarding an Additional Product has been provided within [***] days following after receipt of such notice notice, notify Hookipa in writing either that: (the “Review Period”), Proprius, i) Gilead is interested in negotiating for such rights; or (ii) Gilead has no such interest and therefore rejects such negotiation opportunity at its sole discretion, may exercise its right of first negotiation with respect to such Additional Product by delivering written notice of exercise to ORGENTECtime. If Proprius exercises Gilead notifies Hookipa within such right of first negotiation prior to expiration of the Review Period[***]-day period that Gilead is interested in negotiating with Hookipa for such rights, the parties Parties shall negotiate in good faith for up to an additional [***] days (the “Negotiation Period”) from such notification by Gilead regarding the terms upon pursuant to which ORGENTEC Hookipa would exclusively license or otherwise grant such Additional Product rights to Proprius Gilead. Failure by Gilead to give notice of its interest or lack of interest in negotiating for such rights within the [***]-day period after receipt of the written notice from Hookipa as described in the Field in the Territory. Until the expiration first sentence of the Negotiation Period with respect this Section 3.3(b) shall be deemed to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant constitute a waiver by Gilead of a license with respect to its right of first negotiation for such Additional Productrights. If Proprius does not Gilead waives or otherwise fails to exercise its right of first negotiation with respect to an Additional Product prior to expiration of the Review Periodfor such rights as provided in this Section 3.3, or if Proprius exercises the Parties fail to agree on the terms pursuant to which Hookipa would license or otherwise grant such right of first rights to Gilead within such [***]-day negotiation with respect to an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional Productperiod, then ORGENTEC Hookipa shall be free to offer such Additional Product to, and rights to negotiate a Third Party and enter into an agreement with a license withThird Party with respect thereto; provided, however, that for a period of [***] months following the conclusion of the [***]-day negotiation period, Hookipa may not offer such rights to a Third Party on substantive terms which are more favorable than those last offered to Gilead, unless such terms are first offered to Gilead and Gilead either: (x) declines in writing to accept such terms; or (y) fails to accept such terms within [***] days of such offer. Such period of [***] months shall be extended by [***] months to [***] months if, within [***] Business Days prior to the end of such [***]-month period, Hookipa provides written notice to Gilead in reasonable detail demonstrating that Hookipa and such Third Party are in active, bona fide negotiations on an agreement for such rights. If Hookipa does not, for any reason, enter into an agreement with a Third Party with respect to such Additional Product in rights within such [***]-month or, as the Field in the Territorycase may be, except that ORGENTEC [***]-month period, then Hookipa shall not license be permitted to enter into any such Additional Product agreement without again complying with this Section 3.3. (c) The right of first negotiation of Gilead pursuant to any Third *** Certain information this Section 3.3 shall commence on this page has been omitted the Effective Date and filed separately with terminate ten (10) years after the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party on terms more favorable to such Third Party than those offered to Proprius without first offering such license to Proprius on such more favorable terms for a period of at least 30 daysEffective Date.

Right of First Negotiation. Subject to the terms and conditions of this Agreement, ORGENTEC hereby grants to Proprius the right of first negotiation to obtain a license with respect to one or more Additional Products in the Field in the Territory in accordance with this Section 2.2. If, during the Termtwo (2) year period beginning on the First Commercial Sale of a Licensed Product by Proprius, ORGENTEC proposes (i) Proprius desires to introduce divest or sublicense all or substantially all of its business relating to the Licensed Products (either directly whether by sale, license or through an Affiliate otherwise) to a Third Party, or (ii) a Third Party licensee or distributorinitiates such discussions with Proprius and Proprius is interested in entertaining such discussions (both (1) in the Territory any Additional Productand (ii) are collectively referred to as a “Business Opportunity”), then ORGENTEC shall Proprius will promptly notify Proprius thereof Prometheus in writing thereof, with such notice containing a reasonably complete summary of reasonably available information necessary to evaluate the Business Opportunity; provided, however, that Proprius shall not be obligated to disclose to Prometheus the identity of any such Third Party, the terms proposed by such Third Party (if confidential) or any other confidential or proprietary information of such intent and shall provide to Proprius any and all available scientific data, patent filings and other relevant information regarding such Additional Product (“Diligence Information”)Third Party. At any time during If Prometheus indicates interest in pursuing the 30-day period commencing on the date Business Opportunity within [***] business days of such Prometheus’ receipt of Proprius’ written notice, provided that all available Diligence Information regarding an Additional Product has been provided the Parties will negotiate in good faith to enter into a definitive agreement. If the Parties are unable to enter into a definitive agreement within [***] days following such notice (after Proprius’ receipt of Prometheus’ indication of interest, or if Prometheus does not so indicate an interest in pursuing the “Review Period”), Proprius, at its sole discretion, may exercise its right of first negotiation with respect to such Additional Product by delivering written notice of exercise to ORGENTEC. If Proprius exercises such right of first negotiation prior to expiration of Business Opportunity within the Review Period, the parties shall negotiate in good faith for up to an additional [***] days (the “Negotiation Period”) regarding the terms upon which ORGENTEC would exclusively license such Additional Product to business day period, Proprius in the Field in the Territory. Until the expiration of the Negotiation Period with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant of a license with respect to such Additional Product. If Proprius does not exercise its right of first negotiation with respect to an Additional Product prior to expiration of the Review Period, or if Proprius exercises such right of first negotiation with respect to an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional Product, then ORGENTEC shall will be free to execute such Business Opportunity with a Third Party provided that Proprius shall not offer such Additional Product to, and the Business Opportunity to negotiate and a Third Party on terms more favorable then those offered to Prometheus or on terms worth less to Proprius then those offered by Prometheus for the Business Opportunity. In no event shall Proprius be obligated to enter into a license withany such transaction with Prometheus. Notwithstanding anything in this Agreement to the contrary, any Business Opportunity entered into by Proprius with a Third Party with respect will be subject to such Additional Product Prometheus’ rights under this Agreement, including, without limitation, Prometheus’ right to receive the payments set forth in the Field in the Territory, except that ORGENTEC shall not license such Additional Product to any Third Article 5. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party on terms more favorable to such Third Party than those offered to Proprius without first offering such license to Proprius on such more favorable terms for a period of at least 30 days.

Right of First Negotiation. Subject From the Distribution Time until the third (3rd) anniversary of the Distribution Time, Pluto agrees that, prior to providing (or discussing or negotiating with any Third Party to provide) a license to a Third Party to market and distribute a Specified Pluto Product as an authorized generic pharmaceutical product in a particular country (other than in connection with the resolution or settlement of a Third Party claim for infringement of Intellectual Property), Pluto shall provide Spinco with written notice that it is contemplating providing such a license. During the 90 days following the date of such notice (the “Exclusivity Period”), Spinco shall have the exclusive right to negotiate with Pluto on the terms and conditions of this Agreement, ORGENTEC hereby grants under which Pluto would provide such license to Proprius the right of first negotiation Spinco (it being understood that neither Pluto nor Spinco shall be under any obligation to obtain a license with respect agree to one or more Additional Products in the Field in the Territory in accordance with this Section 2.2. If, during the Term, ORGENTEC proposes to introduce (either directly or through an Affiliate or Third Party licensee or distributor) in the Territory any Additional Product, then ORGENTEC shall promptly notify Proprius thereof in writing of enter into such intent and shall provide to Proprius any and all available scientific data, patent filings and other relevant information regarding such Additional Product (“Diligence Information”license). At any time during the 30-day period commencing on Within 30 days of the date of such notice, provided that all available Diligence Information regarding Spinco shall notify Pluto in writing whether Spinco is interested in acquiring a license from Pluto to market and distribute the Specified Pluto Product as an Additional Product has been provided within [***] days following authorized generic pharmaceutical product in such notice (the “Review Period”), Proprius, at its sole discretion, may exercise its right of first negotiation with respect to such Additional Product by delivering written notice of exercise to ORGENTECcountry. If Proprius exercises Spinco does not notify Pluto in writing that it is interested in acquiring such right of first negotiation prior a license within such 30-day period, Spinco will be deemed to expiration of not be interested in acquiring such a license, and the Review Exclusivity Period shall immediately expire. During the Exclusivity Period, the parties Pluto shall negotiate in good faith with Spinco (and shall not negotiate with any Third Party) for up to an additional [***] days (any such license in such country. Following the “Negotiation Exclusivity Period”) regarding the terms upon which ORGENTEC would exclusively license such Additional Product to Proprius , if Pluto has complied with its obligations set forth in the Field immediately preceding sentence, Pluto shall be free to enter into discussions, negotiations and/or agreement with any Third Party in connection with such license. Once the Territory. Until the expiration right of the Negotiation Period with first negotiation under this Section 5.01(c) has applied in respect to an Additional Productof any Specified Pluto Product in any country, ORGENTEC this Section 5.01(c) shall negotiate exclusively with Proprius regarding the grant of a license not longer apply with respect to such Additional Product. If Proprius does not exercise its right of first negotiation with respect to an Additional Product prior to expiration of the Review Period, or if Proprius exercises such right of first negotiation with respect to an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional Product, then ORGENTEC shall be free to offer such Additional Product to, and to negotiate and enter into a license with, any Third Party with respect to such Additional Specified Pluto Product in the Field in the Territory, except that ORGENTEC shall not license such Additional Product to any Third *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party on terms more favorable to such Third Party than those offered to Proprius without first offering such license to Proprius on such more favorable terms for a period of at least 30 dayscountry.

Right of First Negotiation. Subject to If during the terms and conditions term of this Agreement, ORGENTEC hereby grants Onconova desires to Proprius the right of first negotiation to obtain a license with respect to one or more Additional Products develop and/or commercialize in the Field in the Licensed Territory in accordance any product containing a Related Compound (as defined below), either itself or with this Section 2.2. If, during the Term, ORGENTEC proposes to introduce (either directly or through an Affiliate or a Third Party licensee Party, Onconova shall, prior to the commencement of any such activities in or distributor) in with respect to the Territory any Additional ProductLicensed Territory, then ORGENTEC shall promptly notify Proprius thereof SymBio in writing of Onconova’s intent to conduct such intent and activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall provide to Proprius any and SymBio all available scientific data, patent filings and other relevant material information in Onconova’s Control regarding such Additional Product (“Diligence Information”)Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. At any time during the 30-day period commencing on the date of such notice, provided that all available Diligence Information regarding an Additional Product has been provided within [Within ***] days following * after receiving such notice (and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the “Review Period”), Proprius, at its sole discretion, may exercise its terms pursuant to which SymBio would obtain a license or right of first negotiation to conduct such activities with respect to such Additional Product by delivering written notice of exercise to ORGENTECRelated Compound in the Licensed Territory. If Proprius exercises SymBio notifies Onconova that SymBio is interested in negotiating such right of first negotiation prior to expiration of the Review Periodterms, the parties Parties shall negotiate in good faith for up to an additional [***] days (the “Negotiation Period”) regarding * after Onconova receives such notice from SymBio the terms upon pursuant to which ORGENTEC SymBio would exclusively license obtain such Additional Product to Proprius in the Field in the Territory. Until the expiration of the Negotiation Period with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant of a license with respect to such Additional Productrights. If Proprius does the Parties do not exercise its right of first enter into such an agreement within such negotiation with respect to an Additional Product prior to expiration of the Review Periodperiod, or if Proprius exercises such right SymBio does not provide written notice of first negotiation with respect to an Additional Product but its interest within the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional Productaforementioned ** period, then ORGENTEC Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall be free not grant to offer such Additional Product to, and to negotiate and enter into a Third Party a license with, any Third Party with respect or right to conduct such Additional Product in the Field in the Territory, except that ORGENTEC shall not license such Additional Product to any Third *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party activities on terms that are materially more favorable favorable, taken as a whole, to such Third Party than those the terms last offered by SymBio to Proprius without Onconova therefor unless it first offering offers SymBio the opportunity to obtain such license to Proprius or right on such more favorable terms for a period of at least 30 daysterms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **.

Right of First Negotiation. Subject 2.3.1 If Company seeks to grant a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 777 (or, to the terms and conditions of this Agreementextent Company has de-prioritized AMG 777, ORGENTEC hereby grants the backup Product thereto for which Company is actively seeking to Proprius the right of first negotiation fulfill its diligence obligation hereunder pursuant to obtain a license with respect to one or more Additional Products in the Field in the Territory in accordance with this Section 2.2. If, during the Term, ORGENTEC proposes to introduce 5.2 (either directly or through an Affiliate or Third Party licensee or distributor) in the Territory any Additional ProductDiligence)), then ORGENTEC Company shall promptly notify Proprius thereof Amgen in advance in writing and provide a non-confidential summary of such intent and the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall provide to Proprius any and all available scientific data, patent filings and other relevant information regarding such Additional Product be initially for worldwide rights) of the Out-License (a “Diligence InformationTransaction Notice”). At any time during the 30If Amgen desires to evaluate such Out-day period commencing on the date of such noticeLicense, provided that all available Diligence Information regarding an Additional Product has been provided then Amgen shall notify Company within [**] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] days following such notice Amgen’s receipt of a Summary (the “Review Exclusivity Period”), PropriusAmgen shall have an exclusive right to negotiate an exclusive, at royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its sole discretion, may exercise its right rights under this Section 2.3 (Right of first negotiation First Negotiation) with respect to such Additional Product by delivering written notice of exercise to ORGENTECProduct. If Proprius exercises Amgen and Company do not mutually agree on the terms of an Out-License for such right of first negotiation prior Product to expiration of Amgen within the Review Exclusivity Period, the parties Company shall be free to negotiate in good faith an Out-License for up such Product with any Third Party, subject to an additional [***] days (the “Negotiation Period”) regarding the terms upon which ORGENTEC would exclusively license such Additional Product to Proprius in the Field in the Territoryof Section 2.2 (Sublicenses) and Section 2.3.2. Until the expiration of the Negotiation Period with respect to For clarity, an Additional Product, ORGENTEC Out-License shall negotiate exclusively with Proprius regarding not include the grant of a license sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such Additional Producta sublicense. If Proprius does not exercise its right of first negotiation with respect to an Additional Product prior to expiration of the Review Period[*] = Certain confidential information contained in this document, or if Proprius exercises such right of first negotiation with respect to an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional Productmarked by brackets, then ORGENTEC shall be free to offer such Additional Product to, and to negotiate and enter into a license with, any Third Party with respect to such Additional Product in the Field in the Territory, except that ORGENTEC shall not license such Additional Product to any Third *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the omitted portions. Party on terms more favorable extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such Third Party than those offered written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to Proprius without first offering such license to Proprius on such more favorable terms for be entered into by the Parties) or a period sale of at least 30 daysall or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. Subject to (i) Commencing on the terms Effective Date and conditions of this Agreementcontinuing until the [***] anniversary thereof (“ROFN Period”), ORGENTEC hereby grants to Proprius the right of first negotiation to obtain Paragon will promptly notify Apogee in writing if Paragon has developed a license descriptive research plan with respect to one the Development of a Multispecific Antibody or more Additional Products a plan to license or grant rights in the Field in the Territory in accordance with this Section 2.2. Ifa Multispecific Antibody to a Third Party, during the Term, ORGENTEC proposes or enters into good faith negotiations pursuant to introduce (either directly an offer to or through an Affiliate or from any Third Party licensee or distributor) in relating to the Territory any Additional Product, then ORGENTEC shall promptly notify Proprius thereof in writing of such intent and shall provide to Proprius any and all available scientific data, patent filings and other relevant information regarding such Additional Product (“Diligence Information”)foregoing. At any time during the 30-day period commencing on the date of Together with such notice, provided that Paragon will provide to Apogee all available Diligence Information regarding an Additional Product has been provided within material information and research plans developed by Paragon with respect to such Multispecific Antibody. Apogee will have [***] days following such from receipt of this notice (to deliver a written notice to Paragon of A▇▇▇▇▇’s desire to engage in negotiations for an agreement concerning the “Review Period”)Development, Proprius, at its sole discretion, may exercise its right license or grant of first negotiation with respect rights to such Additional Product by delivering Multispecific Antibody. (ii) If Apogee does not provide such written notice to Paragon of exercise its interest to ORGENTEC. If Proprius exercises engage in such right of first negotiation prior to expiration of the Review Period, the parties shall negotiate in good faith for up to an additional negotiations within such [***] days day period, Paragon shall be free to enter into an agreement with respect to the Development, license or grant of rights to such Multispecific Antibody with a Third Party without further obligation under this Section 2.5(b). If Apogee does provide Paragon such written notice within such period, the Parties will negotiate [***] on a non-exclusive basis for a period of up to [***] months from the date of Apogee’s notice (the “ROFN Negotiation Period”) regarding ), an agreement for the terms upon which ORGENTEC would exclusively Development, license such Additional Product to Proprius in the Field in the Territory. Until the expiration of the Negotiation Period with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the or grant of a license with respect rights to such Additional ProductMultispecific Antibody. If Proprius does not exercise its right of first negotiation with respect Prior to an Additional Product prior to expiration of and during the Review ROFN Negotiation Period, or if Proprius exercises such right of first negotiation with respect to Paragon shall not enter into an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional ProductMultispecific Antibody with any Third Party. Unless and until the Parties have entered into an agreement with respect to such Multispecific Antibody, then ORGENTEC Apogee shall have no rights with respect to such Multispecific Antibody. In the event that the Parties have not entered into an agreement with respect to Development, license or grant of rights to such Multispecific Antibody prior to the expiration of the ROFN Negotiation Period, Paragon will be free to offer such Additional Product to, and to negotiate and enter into any agreement with a license with, any Third Party with respect to such Additional Product in the Field in the Territory, except that ORGENTEC shall not license such Additional Product to any Third *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party on terms more favorable to such Third Party than those offered to Proprius without first offering such license to Proprius on such more favorable terms for a period of at least 30 daysMultispecific Antibody.

Right of First Negotiation. Subject Planet shall provide written notice to Agway in the event Planet desires to develop a product with a third party, or is approached by a third party to develop a product, for use in Agway's Field of Business. Such notice shall include an outline of anticipated funding needs, the anticipated length of the product feasibility study and Planet's desired result from such study. Agway shall have 30 days following receipt of such notice to advise Planet whether Agway considers the product to be Commercially Feasible, and whether Agway is interested in such a product. Agway shall have another 30 days thereafter to negotiate a product feasibility study on terms and conditions acceptable to Planet, including financial terms under which Agway will fund such product feasibility study. If the parties cannot agree to such terms and conditions within such 30 day period, or if the parties cannot agree whether the product is or is not Commercially Feasible, the parties agree to submit the matter to arbitration under ARTICLE 18 and Planet agrees to take no further action with respect to such product and feasibility study during the arbitration proceeding. If the product is considered to be Commercially Feasible, and if Agway does not express interest in such a product within the initial 30 day period, (i) Planet may proceed with such a third party product feasibility study and Agway shall have no rights in connection with such product feasibility study or with respect to any product developed thereunder (hereinafter a "Developed Product"), and (ii) Planet shall have the right to grant an exclusive license to a third party under the Planet Technology and the New Technology to make, have made, use or sell such Developed Product in Agway's Field of Business. Any such third party license shall be limited to such Developed Product and shall not otherwise diminish Agway's rights with respect to the Planet Technology and to the New Technology under this Agreement. Planet agrees that it will not, during the term of this Agreement, ORGENTEC hereby grants proceed with such a third party feasibility study if the product is not considered to Proprius the right of first negotiation to obtain a license with respect to one or more Additional Products in the Field in the Territory in accordance with this Section 2.2. If, during the Term, ORGENTEC proposes to introduce (either directly or through an Affiliate or Third Party licensee or distributor) in the Territory any Additional Product, then ORGENTEC shall promptly notify Proprius thereof in writing of such intent and shall provide to Proprius any and all available scientific data, patent filings and other relevant information regarding such Additional Product (“Diligence Information”). At any time during the 30-day period commencing on the date of such notice, provided that all available Diligence Information regarding an Additional Product has been provided within [***] days following such notice (the “Review Period”), Proprius, at its sole discretion, may exercise its right of first negotiation with respect to such Additional Product by delivering written notice of exercise to ORGENTEC. If Proprius exercises such right of first negotiation prior to expiration of the Review Period, the parties shall negotiate in good faith for up to an additional [***] days (the “Negotiation Period”) regarding the terms upon which ORGENTEC would exclusively license such Additional Product to Proprius in the Field in the Territory. Until the expiration of the Negotiation Period with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant of a license with respect to such Additional Product. If Proprius does not exercise its right of first negotiation with respect to an Additional Product prior to expiration of the Review Period, or if Proprius exercises such right of first negotiation with respect to an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional Product, then ORGENTEC shall be free to offer such Additional Product to, and to negotiate and enter into a license with, any Third Party with respect to such Additional Product in the Field in the Territory, except that ORGENTEC shall not license such Additional Product to any Third *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party on terms more favorable to such Third Party than those offered to Proprius without first offering such license to Proprius on such more favorable terms for a period of at least 30 daysCommercially Feasible.

Right of First Negotiation. Subject to the terms and conditions of this Agreement, ORGENTEC Camurus hereby grants to Proprius the Braeburn a right of first negotiation to obtain expand the license in Section 2.1 to include countries within the Camurus Territory that are outside the EU (the “ROFN Countries”) on the terms and conditions set forth in this Section 2.4. If Camurus has received a license bona fide offer or proposal from a Third Party encompassing key financial and commercial terms, or otherwise has agreed on such principal terms with a Third Party, in either case to commercialize a Product in one or more of the ROFN Countries, then prior to Camurus granting rights to such Third Party to commercialize a Product in one or more of the ROFN Countries, Camurus shall give Braeburn prompt written notice thereof. Braeburn shall have [***] after receipt of the notice to deliver a Notice of Exercise, covering all the ROFN Countries that are subject to the Third Party offer, to Camurus. Upon Camurus’ receipt of a Notice of Exercise, the Parties shall enter into good faith negotiations regarding an amendment to this Agreement on commercially reasonable terms to include in the Licensed Territory the ROFN Countries specified in the Notice of Exercise. If Braeburn has not delivered a Notice of Exercise within the [***] period, or the Parties are unable to reach agreement on an amendment to this Agreement within [***], then Braeburn shall have no further rights hereunder with respect to one or more Additional Products in such ROFN Countries covered by the Field in the Territory in accordance with this Section 2.2. If, during the Term, ORGENTEC proposes to introduce (either directly or through an Affiliate or Third Party licensee offer; provided, that if Camurus or distributor) in the Territory any Additional Product, then ORGENTEC shall promptly notify Proprius thereof in writing one of such intent and shall provide to Proprius any and all available scientific data, patent filings and other relevant information regarding such Additional Product (“Diligence Information”). At any time during the 30-day period commencing on the date of such notice, provided that all available Diligence Information regarding an Additional Product has been provided its Affiliates do not execute a commercial agreement with a Third Party within [***] days following such notice (from the “Review Period”), Proprius, at its sole discretion, may exercise its right Notice of first negotiation with respect to such Additional Product by delivering written notice of exercise to ORGENTEC. If Proprius exercises such right of first negotiation prior to expiration of the Review Period, the parties shall negotiate in good faith for up to an additional [***] days (the “Negotiation Period”) regarding the terms upon which ORGENTEC would exclusively license such Additional Product to Proprius in the Field in the Territory. Until the expiration of the Negotiation Period with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant of a license with respect to such Additional Product. If Proprius does not exercise its right of first negotiation with respect to an Additional Product prior to expiration of the Review Period, or if Proprius exercises such right of first negotiation with respect to an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional ProductExercise, then ORGENTEC shall be free to offer such Additional Product to, and to negotiate and enter into a license with, any Third Party with respect to such Additional Product in the Field in the Territory, except that ORGENTEC shall not license such Additional Product to any Third *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Braeburn’s rights with respect to the omitted portions. Party on terms more favorable to such Third Party than those offered to Proprius without first offering such license to Proprius on such more favorable terms for a period of at least 30 dayscountries under this Section 2.4 shall reset.

Right of First Negotiation. Subject (a) If, at any time during the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for a period commencing upon the date Knight receives the Data Package from Braeburn and expiring forty-five (45) days thereafter (the “ROFN Negotiation Period”) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). The Parties agree and acknowledge that such commercially reasonable terms and conditions may be substantially different from the terms and conditions of this Agreement. All information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, ORGENTEC hereby grants then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to Proprius develop or Commercialize such ROFN Product in the right of first negotiation Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to obtain Knight regarding such ROFN Product. (c) If Knight does not provide a license Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to one the development or more Additional Products commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in the Field furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory in accordance with this Section 2.2. If, during the Term, ORGENTEC proposes to introduce (either directly or through an Affiliate or any part thereof) (a “Third Party licensee or distributor) in the Territory any Additional Product, then ORGENTEC shall promptly notify Proprius thereof in writing of such intent and shall provide to Proprius any and all available scientific data, patent filings and other relevant information regarding such Additional Product (“Diligence InformationOffer”). At ; provided, that Braeburn may not accept or enter into any time during the 30-day period commencing on the date of such notice, provided that all available Diligence Information regarding an Additional Product has been provided within [***] days following such notice (the “Review Period”), Proprius, at its sole discretion, may exercise its right of first negotiation with respect to such Additional Product by delivering written notice of exercise to ORGENTEC. If Proprius exercises such right of first negotiation prior to expiration of the Review Period, the parties shall negotiate in good faith for up to an additional [***] days (the “Negotiation Period”) regarding the terms upon which ORGENTEC would exclusively license such Additional Product to Proprius in the Field in the Territory. Until the expiration of the Negotiation Period with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant of a license with respect to such Additional Product. If Proprius does not exercise its right of first negotiation with respect to an Additional Product prior to expiration of the Review Period, or if Proprius exercises such right of first negotiation with respect to an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional Product, then ORGENTEC shall be free to offer such Additional Product to, and to negotiate and enter into a license with, any Third Party with respect to a Third Party Offer (a “Third Party Transaction”) without first (i) notifying Knight in writing of any proposed Third Party Transaction, which notice shall include, in reasonable detail, the material terms and conditions thereof (a “Third Party Transaction Notice”), and (ii) providing Knight a period of five (5) Business Days to propose, in reasonable detail, terms and conditions for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize such Additional ROFN Product in the Field Territory that are, as a, at least favorable to Braeburn as the proposed Third Party Transaction (a “Knight Offer”). In the event Knight delivers a Knight Offer within such five (5) Business Day period, Braeburn shall negotiate in the Territory, except that ORGENTEC shall good faith with Knight for a period of not license such Additional Product to any Third *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested less than ten (10) Business Days with respect to the omitted portionsKnight Offer, and during such period Braeburn may not enter into a Third Party Transaction unless Knight withdraws the Knight Offer. Party on terms more favorable If Knight withdraws the Knight Offer or the Parties do not enter into a written agreement with respect to the Knight Offer within such ten (10) Business Day period, then Braeburn shall be free to enter into such Third Party than those offered Transaction, or any other transaction involving Braeburn’s rights to Proprius develop or Commercialize the ROFN Product in the Territory and Braeburn shall have no obligation to provide Knight any further opportunity to offer a new proposal for the acquisition by Knight of the ROFN product. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that the rights and obligations of Knight and Braeburn under this Section 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without first offering such license a grant of rights with respect to Proprius on such more favorable terms for the ROFN Product in any other country or jurisdiction (or any part thereof). For clarity, the rights and obligations of Knight and Braeburn under this Section 2.9 shall not apply to (i) any sale or change of control of Braeburn or any of its Affiliates, (ii) any sale or transfer of all or substantially all of the assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s right to develop or Commercialize a period of ROFN Product that relates to a geographic territory that includes the Territory and at least 30 daysone other country (each of (i)-(iii), without limitation, an “Excluded Transaction”).

Right of First Negotiation. Subject to the terms and conditions of this Agreement, ORGENTEC hereby grants to Proprius the right of first negotiation to obtain a license with respect to one or more Additional Products Depomed shall notify Santarus in writing in the Field in event that Depomed desires to grant rights to a Third Party to develop or commercialize a pharmaceutical product containing metformin and another generic active pharmaceutical ingredient (i.e., an active pharmaceutical ingredient that is produced and distributed within the Territory in accordance with this Section 2.2. If, during without composition of matter patent protection for the Term, ORGENTEC proposes to introduce (either directly or through an Affiliate or Third Party licensee or distributorcompound) in combination with Depomed’s proprietary Acuform drug delivery technology incorporated within the Territory any Additional Products (a “Covered Combination Product, then ORGENTEC shall promptly notify Proprius thereof in writing of such intent and shall provide to Proprius any and all available scientific data, patent filings and other relevant information regarding such Additional Product (“Diligence Information”). At any time during the 30-day period commencing on the date of such notice, provided that all available Diligence Information regarding an Additional Product has been provided If Santarus notifies Depomed in writing within [***] days following after receipt of such notice (the “Review Evaluation Period”) that Santarus is not interested in obtaining the applicable rights in and to the applicable Covered Combination Product (the “Covered Combination Product Rights”), Propriusor if Santarus fails to notify Depomed of Santarus’ interest in obtaining the Covered Combination Product Rights, at its sole discretionin either case prior to the expiration of the Evaluation Period, may exercise its right of first negotiation then Depomed shall have no further obligation to Santarus under this Agreement with respect to such Additional the applicable Covered Combination Product by delivering written notice of exercise Rights with respect to ORGENTECthe applicable Covered Combination Product. If Proprius exercises such right of first negotiation Santarus is interested in obtaining the applicable rights, it shall so notify Depomed in writing prior to the expiration of the Review Evaluation Period, the parties and upon Depomed’s receipt of such notice Santarus and Depomed shall negotiate in good promptly commence good-faith negotiations, for up to an additional a period of [***] days and such longer period as may be mutually agreed upon by the parties in writing in the event the parties have made material progress in the negotiations (the “Negotiation Period”) ), regarding the commercially reasonable terms upon of an agreement pursuant to which ORGENTEC would exclusively license such Additional Product Santarus shall obtain the applicable rights. If Depomed and Santarus fail to Proprius in enter into an agreement for the Field in the Territory. Until applicable rights prior to the expiration of the Negotiation Period with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant of a license with respect to such Additional Product. If Proprius does not exercise its right of first negotiation with respect to an Additional Product prior to expiration of the Review Period, or if Proprius exercises such then Depomed shall thereafter have the right of first negotiation with respect to an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional Product, then ORGENTEC shall be free to offer such Additional Product to, and to negotiate and enter into an agreement with a license with, any Third Party with respect granting such rights to such Additional Product in the Field in the Territorya Third Party; provided that, except that ORGENTEC shall not license such Additional Product to any Third *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party on terms more favorable to such Third Party than those offered to Proprius without first offering such license to Proprius on such more favorable terms for a period of at least 30 days.[***], any such agreement may not be on terms and conditions materially more favorable to the Third Party than the terms and conditions last offered by Santarus prior to the termination of discussions with Depomed. The provisions of this

Right of First Negotiation. Subject to (a) Commencing on the terms Effective Date and conditions of this Agreementcontinuing until the [***] anniversary thereof (the “ROFN Period”), ORGENTEC hereby grants to Proprius the right of first negotiation to obtain Paragon will promptly notify Oruka in writing if (i) Paragon has developed a license descriptive research plan with respect to one the Development of a Multispecific Antibody or more Additional Products a plan to license or grant rights in the Field in the Territory in accordance with this Section 2.2. Ifa Multispecific Antibody to a Third Party, during the Term, ORGENTEC proposes or (ii) Paragon enters into [***] negotiations pursuant to introduce (either directly an offer to or through an Affiliate or from any Third Party licensee or distributor) in relating to the Territory any Additional Productforegoing. Together with such notice, then ORGENTEC shall promptly notify Proprius thereof in writing of such intent and shall Paragon will provide to Proprius any Oruka all material information and all available scientific data, patent filings and other relevant information regarding research plans developed by Paragon with respect to such Additional Product Multispecific Antibody (the “Diligence ROFN Information”). At any time during the 30-day period commencing on the date of such notice, provided that all available Diligence Information regarding an Additional Product has been provided within Oruka will have [***] days following such notice (from receipt of the “Review Period”), Proprius, at its sole discretion, may exercise its right of first negotiation with respect ROFN Information to such Additional Product by delivering deliver a written notice to Paragon of exercise ▇▇▇▇▇’s desire to ORGENTEC. engage in negotiations for an agreement concerning the Development, or exclusive license or grant of rights to, such Multispecific Antibody. (b) If Proprius exercises Oruka does not provide such right written notice to Paragon of first negotiation prior its interest to expiration of the Review Period, the parties shall negotiate engage in good faith for up to an additional such negotiations within such [***] days day period, then (the “Negotiation Period”i) regarding the terms upon which ORGENTEC would exclusively license such Additional Product Paragon shall be free to Proprius in the Field in the Territory. Until the expiration of the Negotiation Period enter into an agreement with a Third Party with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant of a license with respect or other rights to such Additional ProductMultispecific Antibody and corresponding Multispecific Products without further obligation to Oruka under this Section 2.7, and (ii) Oruka’s license under Section 2.1(b) shall automatically exclude any right to Develop, Manufacture, Commercialize or otherwise exploit the identical Multispecific Antibodies Developed by or on behalf of Paragon and corresponding Multispecific Products. (c) If Oruka does provide Paragon such written notice within such [***] day period, the Parties will negotiate [***] on an exclusive basis for a period of up to [***] months from the date of Oruka’s notice (“ROFN Negotiation Period”), an agreement for the Development, or exclusive license or grant of rights to, such Multispecific Antibody and corresponding Multispecific Products. If Proprius does not exercise its right of first negotiation with respect Prior to an Additional Product prior to expiration of and during the Review ROFN Negotiation Period, or if Proprius exercises such right of first negotiation with respect to Paragon shall not enter into an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional ProductMultispecific Antibody with any Third Party that will prevent Paragon from entering into an agreement with Oruka for the Development, or exclusive license or grant of rights to, such Multispecific Antibody and corresponding Multispecific Products. Unless and until the Parties have entered into an agreement with respect to such Multispecific Antibody and corresponding Multispecific Products, Oruka shall have no rights or license with respect to such Multispecific Antibody and corresponding Multispecific Products except as otherwise expressly provided in Section 2.1. In the event that the Parties have not entered into an agreement with respect to such Multispecific Antibody and corresponding Multispecific Products prior to the expiration of the ROFN Negotiation Period, then ORGENTEC (i) Paragon shall be free to offer such Additional Product to, and to negotiate and enter into an agreement with a license with, any Third Party with respect to such Additional Product in the Field in the Territory, except that ORGENTEC shall not grant of a license such Additional Product to any Third *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party on terms more favorable or other rights to such Third Party than those offered Multispecific Antibody and corresponding Multispecific Products without further obligation to Proprius without first offering such Oruka under this Section 2.7, and (ii) Oruka’s license under Section 2.1(b) shall automatically exclude any right to Proprius Develop, Manufacture, Commercialize or otherwise exploit the identical Multispecific Antibodies Developed by or on such more favorable terms for a period behalf of at least 30 daysParagon and corresponding Multispecific Products.

Right of First Negotiation. Subject to (a) Commencing on the terms Effective Date and conditions of this Agreementcontinuing until the [***] anniversary thereof (the “ROFN Period”), ORGENTEC hereby grants to Proprius the right of first negotiation to obtain Paragon will promptly notify Spyre in writing if (i) Paragon has developed a license descriptive research plan with respect to one the Development of a Multispecific Antibody or more Additional Products a plan to license or grant rights in the Field in the Territory in accordance with this Section 2.2. Ifa Multispecific Antibody to a Third Party, during the Term, ORGENTEC proposes or (ii) Paragon enters into good faith negotiations pursuant to introduce (either directly an offer to or through an Affiliate or from any Third Party licensee or distributor) in relating to the Territory any Additional Productforegoing. Together with such notice, then ORGENTEC shall promptly notify Proprius thereof in writing of such intent and shall Paragon will provide to Proprius any Spyre all material information and all available scientific data, patent filings and other relevant information regarding research plans developed by Paragon with respect to such Additional Product Multispecific Antibody (the “Diligence ROFN Information”). At any time during the 30-day period commencing on the date of such notice, provided that all available Diligence Information regarding an Additional Product has been provided within Spyre will have [***] days following such notice (from receipt of the “Review Period”), Proprius, at its sole discretion, may exercise its right of first negotiation with respect ROFN Information to such Additional Product by delivering deliver a written notice to Paragon of exercise Spyre’s desire to ORGENTEC. engage in negotiations for an agreement concerning the Development, or exclusive license or grant of rights to, such Multispecific Antibody. (b) If Proprius exercises Spyre does not provide such right written notice to Paragon of first negotiation prior its interest to expiration of the Review Period, the parties shall negotiate engage in good faith for up to an additional such negotiations within such [***] days day period, then (the “Negotiation Period”i) regarding the terms upon which ORGENTEC would exclusively license such Additional Product Paragon shall be free to Proprius in the Field in the Territory. Until the expiration of the Negotiation Period enter into an agreement with a Third Party with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant of a license with respect or other rights to such Additional ProductMultispecific Antibody and corresponding Multispecific Products without further obligation to Spyre under this Section 2.7, and (ii) Spyre’s license under Section 2.1(b) shall automatically exclude any right to Develop, Manufacture, Commercialize or otherwise exploit the identical Multispecific Antibodies Developed by or on behalf of Paragon and corresponding Multispecific Products. (c) If Spyre does provide Paragon such written notice within such [***] day period, the Parties will negotiate [***] on an exclusive basis for a period of up to [***] months from the date of Spyre’s notice (“ROFN Negotiation Period”), an agreement for the Development, or exclusive license or grant of rights to, such Multispecific Antibody and corresponding Multispecific Products. If Proprius does not exercise its right of first negotiation with respect Prior to an Additional Product prior to expiration of and during the Review ROFN Negotiation Period, or if Proprius exercises such right of first negotiation with respect to Paragon shall not enter into an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional ProductMultispecific Antibody with any Third Party that will prevent Paragon from entering into an agreement with Spyre for the Development, or exclusive license or grant of rights to, such Multispecific Antibody and corresponding Multispecific Products. Unless and until the Parties have entered into an agreement with respect to such Multispecific Antibody and corresponding Multispecific Products, Spyre shall have no rights or license with respect to such Multispecific Antibody and corresponding Multispecific Products except as otherwise expressly provided in Section 2.1. In the event that the Parties have not entered into an agreement with respect to such Multispecific Antibody and corresponding Multispecific Products prior to the expiration of the ROFN Negotiation Period, then ORGENTEC (i) Paragon shall be free to offer such Additional Product to, and to negotiate and enter into an agreement with a license with, any Third Party with respect to such Additional Product in the Field in the Territory, except that ORGENTEC shall not grant of a license such Additional Product to any Third *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party on terms more favorable or other rights to such Third Party than those offered Multispecific Antibody and corresponding Multispecific Products without further obligation to Proprius without first offering such Spyre under this Section 2.7, and (ii) Spyre’s license under Section 2.1(b) shall automatically exclude any right to Proprius Develop, Manufacture, Commercialize or otherwise exploit the identical Multispecific Antibodies Developed by or on such more favorable terms for a period behalf of at least 30 daysParagon and corresponding Multispecific Products.

Right of First Negotiation. Subject During the ROFN Term, with respect to an ROFN Country, Genzyme will have an exclusive right of first negotiation to enter into an agreement with Veracyte governing the terms and conditions of the sale and provision of the Test in such ROFN Country (the “ROFN Agreement”), including by adding such ROFN Country to the Territories of this Agreement, ORGENTEC hereby grants to Proprius the Agreement in accordance with Section 2.6. Genzyme may exercise such right of first negotiation to obtain a license with respect to one or more Additional Products in the Field in the Territory in accordance with this Section 2.2. If, during the Term, ORGENTEC proposes to introduce (either directly or through an Affiliate or Third Party licensee or distributor) in the Territory any Additional Product, then ORGENTEC shall promptly notify Proprius thereof in writing of such intent and shall provide to Proprius any and all available scientific data, patent filings and other relevant information regarding such Additional Product (“Diligence Information”). At any time during the 30-day period commencing on the date of such notice, provided that all available Diligence Information regarding an Additional Product has been provided within [***] days following such notice (the “Review Period”), Proprius, at its sole discretion, may exercise its right of first negotiation with respect to such Additional Product ROFN Country by delivering written notice of exercise thereof to ORGENTECVeracyte within the ROFN Term for such country. If Proprius Genzyme timely exercises such right of first negotiation prior to expiration of the Review Period, the parties shall negotiate in good faith for up to an additional [***] days (the “Negotiation Period”) regarding the terms upon which ORGENTEC would exclusively license such Additional Product to Proprius in the Field in the Territory. Until the expiration of the Negotiation Period with respect to an Additional ProductROFN Country, ORGENTEC shall then the parties will promptly negotiate exclusively with Proprius regarding exclusively, diligently and in good faith concerning the grant terms of the ROFN Agreement for a license with respect to such Additional Productperiod of ninety (90) days. If Proprius (a) Genzyme does not exercise its right of first negotiation with respect to an Additional Product prior ROFN Country during the ROFN Term or (b) the parties fail to expiration 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 Review Period, or if Proprius exercises sale and provision of the Test in such ROFN Country. Commencing on the Effective Date and extending until (i) Genzyme does not exercise its right of first negotiation with respect to an Additional Product but ROFN Country during the Negotiation Period expires without ROFN Term; (ii) an ROFN Agreement is executed or (iii) the parties having entered into a definitive written license agreement fail to execute an ROFN Agreement, as applicable, Genzyme will share with Veracyte client and marketing information related to the ROFN Countries. Notwithstanding the foregoing, Veracyte will have the right to request, in writing, that Genzyme exercise its right of first negotiation with respect to 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 exercise its right of first negotiation within respect to Singapore within sixty (60) days of its receipt of such Additional Productrequest 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 ORGENTEC shall Veracyte will be free to offer such Additional Product to, and to negotiate and enter into an agreement with a license with, any Third Party with respect to such Additional Product third party governing the terms and conditions of the sale and provision of the Test in the Field in the Territory, except that ORGENTEC shall not license such Additional Product to any Third *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party on terms more favorable to such Third Party than those offered to Proprius without first offering such license to Proprius on such more favorable terms for a period of at least 30 daysSingapore.

Right of First Negotiation. Subject to (a) Commencing on the terms Effective Date and conditions of this Agreementcontinuing until the [***] anniversary thereof (the “ROFN Period”), ORGENTEC hereby grants to Proprius the right of first negotiation to obtain Paragon will promptly notify Spyre in writing if (i) Paragon has developed a license descriptive research plan with respect to one the Development of a Multispecific Antibody or more Additional Products a plan to license or grant rights in the Field in the Territory in accordance with this Section 2.2. Ifa Multispecific Antibody to a Third Party, during the Term, ORGENTEC proposes or (ii) Paragon enters into [***] negotiations pursuant to introduce (either directly an offer to or through an Affiliate or from any Third Party licensee or distributor) in relating to the Territory any Additional Productforegoing. Together with such notice, then ORGENTEC shall promptly notify Proprius thereof in writing of such intent and shall Paragon will provide to Proprius any Spyre all material information and all available scientific data, patent filings and other relevant information regarding research plans developed by Paragon with respect to such Additional Product Multispecific Antibody (the “Diligence ROFN Information”). At any time during the 30-day period commencing on the date of such notice, provided that all available Diligence Information regarding an Additional Product has been provided within Spyre will have [***] days following such notice (from receipt of the “Review Period”), Proprius, at its sole discretion, may exercise its right of first negotiation with respect ROFN Information to such Additional Product by delivering deliver a written notice to Paragon of exercise Spyre’s desire to ORGENTEC. engage in negotiations for an agreement concerning the Development, or exclusive license or grant of rights to, such Multispecific Antibody. (b) If Proprius exercises Spyre does not provide such right written notice to Paragon of first negotiation prior its interest to expiration of the Review Period, the parties shall negotiate engage in good faith for up to an additional such negotiations within such [***] days day period, then (the “Negotiation Period”i) regarding the terms upon which ORGENTEC would exclusively license such Additional Product Paragon shall be free to Proprius in the Field in the Territory. Until the expiration of the Negotiation Period enter into an agreement with a Third Party with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant of a license with respect or other rights to such Additional ProductMultispecific Antibody and corresponding Multispecific Products without further obligation to Spyre under this Section 2.7, and (ii) Spyre’s license under Section 2.1(b) shall automatically exclude any right to Develop, Manufacture, Commercialize or otherwise exploit the identical Multispecific Antibodies Developed by or on behalf of Paragon and corresponding Multispecific Products. (c) If Spyre does provide Paragon such written notice within such [***] day period, the Parties will negotiate [***] on an exclusive basis for a period of up to [***] months from the date of Spyre’s notice (“ROFN Negotiation Period”), an agreement for the Development, or exclusive license or grant of rights to, such Multispecific Antibody and corresponding Multispecific Products. If Proprius does not exercise its right of first negotiation with respect Prior to an Additional Product prior to expiration of and during the Review ROFN Negotiation Period, or if Proprius exercises such right of first negotiation with respect to Paragon shall not enter into an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional ProductMultispecific Antibody with any Third Party that will prevent Paragon from entering into an agreement with Spyre for the Development, or exclusive license or grant of rights to, such Multispecific Antibody and corresponding Multispecific Products. Unless and until the Parties have entered into an agreement with respect to such Multispecific Antibody and corresponding Multispecific Products, Spyre shall have no rights or license with respect to such Multispecific Antibody and corresponding Multispecific Products except as otherwise expressly provided in Section 2.1. In the event that the Parties have not entered into an agreement with respect to such Multispecific Antibody and corresponding Multispecific Products prior to the expiration of the ROFN Negotiation Period, then ORGENTEC (i) Paragon shall be free to offer such Additional Product to, and to negotiate and enter into an agreement with a license with, any Third Party with respect to such Additional Product in the Field in the Territory, except that ORGENTEC shall not grant of a license such Additional Product to any Third *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party on terms more favorable or other rights to such Third Party than those offered Multispecific Antibody and corresponding Multispecific Products without further obligation to Proprius without first offering such Spyre under this Section 2.7, and (ii) Spyre’s license under Section 2.1(b) shall automatically exclude any right to Proprius Develop, Manufacture, Commercialize or otherwise exploit the identical Multispecific Antibodies Developed by or on such more favorable terms for a period behalf of at least 30 daysParagon and corresponding Multispecific Products.

Right of First Negotiation. Subject to the terms and conditions of this Agreement, ORGENTEC hereby grants to Proprius the right of first negotiation to obtain a license with respect to one or more Additional Products Depomed shall notify Santarus in writing in the Field in event that Depomed desires to grant rights to a Third Party to develop or commercialize a pharmaceutical product containing metformin and another generic active pharmaceutical ingredient (i.e., an active pharmaceutical ingredient that is produced and distributed within the Territory in accordance with this Section 2.2. If, during without composition of matter patent protection for the Term, ORGENTEC proposes to introduce (either directly or through an Affiliate or Third Party licensee or distributorcompound) in combination with Depomed’s proprietary Acuform drug delivery technology incorporated within the Territory any Additional Products (a “Covered Combination Product, then ORGENTEC shall promptly notify Proprius thereof in writing of such intent and shall provide to Proprius any and all available scientific data, patent filings and other relevant information regarding such Additional Product (“Diligence Information”). At any time during the 30-day period commencing on the date of such notice, provided that all available Diligence Information regarding an Additional Product has been provided If Santarus notifies Depomed in writing within [***] days following after receipt of such notice (the “Review Evaluation Period”) that Santarus is not interested in obtaining the applicable rights in and to the applicable Covered Combination Product (the “Covered Combination Product Rights”), Propriusor if Santarus fails to notify Depomed of Santarus’ interest in obtaining the Covered Combination Product Rights, at its sole discretionin either case prior to the expiration of the Evaluation Period, may exercise its right of first negotiation then Depomed shall have no further obligation to Santarus under this Agreement with respect to such Additional the applicable Covered Combination Product by delivering written notice of exercise Rights with respect to ORGENTECthe applicable Covered Combination Product. If Proprius exercises such right of first negotiation Santarus is interested in obtaining the applicable rights, it shall so notify Depomed in writing prior to the expiration of the Review Evaluation Period, the parties and upon Depomed’s receipt of such notice Santarus and Depomed shall negotiate in good promptly commence good-faith negotiations, for up to an additional a period of [***] days and such longer period as may be mutually agreed upon by the parties in writing in the event the parties have made material progress in the negotiations (the “Negotiation Period”) ), regarding the commercially reasonable terms upon of an agreement pursuant to which ORGENTEC would exclusively license such Additional Product Santarus shall obtain the applicable rights. If Depomed and Santarus fail to Proprius in enter into an agreement for the Field in the Territory. Until applicable rights prior to the expiration of the Negotiation Period with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant of a license with respect to such Additional Product. If Proprius does not exercise its right of first negotiation with respect to an Additional Product prior to expiration of the Review Period, or if Proprius exercises such then Depomed shall thereafter have the right of first negotiation with respect to an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional Product, then ORGENTEC shall be free to offer such Additional Product to, and to negotiate and enter into an agreement with a license with, any Third Party with respect granting such rights to such Additional Product in the Field in the Territorya Third Party; provided that, except that ORGENTEC shall not license such Additional Product to any Third *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party on terms more favorable to such Third Party than those offered to Proprius without first offering such license to Proprius on such more favorable terms for a period of at least 30 days[***], any such agreement may not be on terms and conditions materially more favorable to the Third Party than the terms and conditions last offered by Santarus prior to the termination of discussions with Depomed. The provisions of this Section 15.1 shall not apply to, and Depomed shall have no obligation to Santarus under this Section 15.1 in respect of, any acquisition of Depomed by a Third Party, any merger or consolidation with or involving Depomed, any acquisition by a Third Party of any material portion of the stock of Depomed, or any acquisition by a Third Party of a material portion of the assets of Depomed in addition to the Covered Combination Product.

Right of First Negotiation. Subject to (a) In the terms and conditions of this Agreementevent that Lilly, ORGENTEC hereby grants to Proprius the right of first negotiation to obtain a license with respect to one or more Additional Products in the Field in the Territory in accordance with this Section 2.2. If, at any time during the Term, ORGENTEC proposes desires to introduce (either directly or through an Affiliate or grant rights to a Third Party licensee under any Lilly Know-How or distributor) in any Lilly Patents to Develop or Commercialize the Territory any Additional Product, then ORGENTEC shall promptly notify Proprius thereof in writing of such intent and shall provide to Proprius any and all available scientific data, patent filings and other relevant information regarding such Additional Product (“Diligence Information”). At any time during the 30-day period commencing on the date of such notice, provided that all available Diligence Information regarding an Additional Product has been provided within [***] days following such notice (the “Review Period”), Proprius, at its sole discretion, may exercise its right of first negotiation with respect to such Additional Product by delivering written notice of exercise to ORGENTEC. If Proprius exercises such right of first negotiation prior to expiration of the Review Period, the parties shall negotiate in good faith for up to an additional [***] days (the “Negotiation Period”) regarding the terms upon which ORGENTEC would exclusively license such Additional Product to Proprius in the Field in the Territory. Until the expiration of the Negotiation Period with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant of a license with respect to such Additional Product. If Proprius does not exercise its right of first negotiation with respect to an Additional Product prior to expiration of the Review Period, or if Proprius exercises such right of first negotiation with respect to an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional Product, then ORGENTEC shall be free to offer such Additional Product to, and to negotiate and enter into a license with, any Third Party with respect to such Additional Product in the Field in any country outside the TerritoryTerritory (other than Japan) (any such potential grant referred to as a “Business Opportunity” for the purposes of this Section 2.4), except Lilly agrees to notify United Therapeutics of such Business Opportunity, and provide United Therapeutics with information available to Lilly that ORGENTEC is reasonably necessary for United Therapeutics to evaluate the Business Opportunity. Lilly shall not license such Additional Product to any Third *** Certain information on this page has been omitted and filed separately discuss exclusively with United Therapeutics the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party on terms more favorable to such Third Party than those offered to Proprius without first offering such license to Proprius on such more favorable terms Business Opportunity for a period of at least 30 daysone hundred twenty (120) days following the date of such notice (such period referred to as a “Negotiation Period” for the purposes of this Section 2.4). Unless otherwise agreed between the Parties, Lilly will not negotiate or discuss the Business Opportunity with any Third Party, or disclose to any Third Party any of the information regarding the Business Opportunity, until the expiry of the Negotiation Period. In the event that Lilly and United Therapeutics have not agreed upon the terms and conditions pursuant to which Lilly would grant such rights to United Therapeutics within the Negotiation Period, Lilly shall be free to discuss the Business Opportunity with and disclose information regarding same to any Third Party, subject to Section 2.4(b). (b) After expiration of the Negotiation Period, Lilly will not grant such rights to any Third Party under terms that, when considered as a whole, are less favorable to Lilly than the terms last offered by Lilly to United Therapeutics during the discussions between the Parties during the Negotiation Period.

Right of First Negotiation. (a) (Subject to the terms and conditions of this Agreement, ORGENTEC Hookipa hereby grants to Proprius the Gilead a right of first negotiation to obtain extend the license grant by Hookipa to Gilead under the Licensed Technology pursuant to Section 3.1(a) to all fields outside of the Field. ​ (b) In the event that Hookipa elects to offer to one (1) or more Third Parties a license with respect or other rights under the Licensed Technology, which license or other rights would include the right to one Research, Develop, Manufacture, or more Additional Products Commercialize any Licensed Product in the Field in the Territory in accordance with this Section 2.2. If, during the Term, ORGENTEC proposes to introduce (either directly or through an Affiliate or Third Party licensee or distributor) in the Territory any Additional Product[***], then ORGENTEC shall promptly notify Proprius thereof in writing of such intent and Hookipa shall provide to Proprius any and all available scientific dataGilead with written notice thereof. Gilead may, patent filings and other relevant information regarding such Additional Product (“Diligence Information”). At any time during the 30-day period commencing on the date of such notice, provided that all available Diligence Information regarding an Additional Product has been provided within [***] days following after receipt of such notice notice, notify Hookipa in writing either that: (the “Review Period”), Proprius, i) Gilead is interested in negotiating for such rights; or (ii) Gilead has no such interest and therefore rejects such negotiation opportunity at its sole discretion, may exercise its right of first negotiation with respect to such Additional Product by delivering written notice of exercise to ORGENTECtime. If Proprius exercises Gilead notifies Hookipa within such right of first negotiation prior to expiration of the Review Period[***]-day period that Gilead is interested in negotiating with Hookipa for such rights, the parties Parties shall negotiate in good faith for up to an additional [***] days (the “Negotiation Period”) from such notification by Gilead regarding the terms upon pursuant to which ORGENTEC Hookipa would exclusively license or otherwise grant such Additional Product rights to Proprius Gilead. Failure by Gilead to give notice of its interest or lack of interest in negotiating for such rights within the [***]-day period after receipt of the written notice from Hookipa as described in the Field in the Territory. Until the expiration first sentence of the Negotiation Period with respect this Section 3.3(b) shall be deemed to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant constitute a waiver by Gilead of a license with respect to its right of first negotiation for such Additional Productrights. If Proprius does not Gilead waives or otherwise fails to exercise its right of first negotiation with respect to an Additional Product prior to expiration of the Review Periodfor such rights as provided in this Section 3.3, or if Proprius exercises the Parties fail to agree on the terms pursuant to which Hookipa would license or otherwise grant such right of first rights to Gilead within such [***]-day negotiation with respect to an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional Productperiod, then ORGENTEC Hookipa shall be free to offer such Additional Product to, and rights to negotiate a Third Party and enter into an agreement with a license withThird Party with respect thereto; provided, however, that for a period of [***] months following the conclusion of the [***]-day negotiation period, Hookipa may not offer such rights to a Third Party on substantive terms which are more favorable than those last offered to Gilead, unless such terms are first offered to Gilead and Gilead either: (x) declines in writing to accept such terms; or (y) fails to accept such terms within [***] days of such offer. Such period of [***] months shall be extended by [***] months to [***] months if, within [***] Business Days prior to the end of such [***]-month period, Hookipa provides written notice to Gilead in reasonable detail demonstrating that Hookipa and such Third Party are in active, bona fide negotiations on an agreement for such rights. If Hookipa does not, for any reason, enter into an agreement with a Third Party with respect to such Additional Product in rights within such [***]-month or, as the Field in the Territorycase may be, except that ORGENTEC [***]-month period, then Hookipa shall not license be permitted to enter into any such Additional Product to any Third *** Certain information on agreement without again complying with this page has been omitted and filed separately with the Securities and Exchange CommissionSection 3.3. Confidential treatment has been requested with respect to the omitted portions. Party on terms more favorable to such Third Party than those offered to Proprius without first offering such license to Proprius on such more favorable terms for a period of at least 30 days.​

Right of First Negotiation. Subject Archemix shall notify Ophthotech in writing if Archemix or an Affiliate of Archemix seeks to license to a Third Party solely the terms and conditions of this Agreement, ORGENTEC hereby grants rights to Proprius the right of first negotiation to obtain a license with respect to one or more Additional Products any aptamer(s) for use in the Field against Targets in the Territory in accordance with this Section 2.2. IfComplement Cascade, during the Termother than complement factor C5, ORGENTEC proposes to introduce (either directly or through an Affiliate or Third Party licensee or distributor) for uses in the Territory any Additional Product, then ORGENTEC shall promptly notify Proprius thereof in writing of such intent Field (“New Ophthalmic Complement Negotiations”) and shall provide grant Ophthotech an option to Proprius any and all available scientific data, patent filings and other relevant information regarding initiate negotiation of a license under Archemix’s interest in such Additional Product rights (the “Diligence InformationOption”). At any time during the 30-day period commencing on the date of Concurrently with such notice, provided that all available Diligence Information regarding an Additional Product has been provided within Archemix shall supply to Ophthotech a summary of such information in Archemix’s possession concerning such aptamer(s) as Archemix reasonably deems pertinent, subject to Archemix’s confidentiality obligations to Third Parties. Such Option shall be in effect for a period of [***] days following such from the date of notice of the New Ophthalmic Complement Negotiations pursuant to this Section 2.4 (the “Review Option Period”), Proprius. Ophthotech may exercise the Option by providing written notice to Archemix within the Option Period of its intent to exercise such Option, at its sole discretion, may exercise its right of first negotiation with respect to such Additional Product by delivering written notice of exercise to ORGENTEC. If Proprius exercises such right of first negotiation prior to expiration of which time the Review Period, the parties Parties shall negotiate in good faith negotiate for up to an additional [***] days (the “Negotiation Period”) regarding an agreement for the commercial exploitation of such rights, which agreement shall contain commercially reasonable terms upon which ORGENTEC would exclusively license such Additional Product to Proprius in the Field in the Territory. Until the expiration of the Negotiation Period with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant of a license with respect to such Additional Productand conditions. If Proprius Ophthotech does not exercise its right of first negotiation with respect to an Additional Product prior to expiration of the Review Option during the Option Period, provides written notice that it chooses not to exercise the Option, or if Proprius exercises such right of first negotiation with respect to an Additional Product but the Negotiation Period expires without execution of an agreement between the parties having entered into a definitive written license agreement with respect to such Additional ProductParties, then ORGENTEC (i) neither Party shall be free have any further obligation to offer such Additional Product to, and to negotiate and enter into a license with, or continue any Third Party with respect to such Additional Product in the Field in the Territory, except that ORGENTEC shall not license such Additional Product to any Third *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested negotiations with respect to the omitted portions. Party on terms more favorable subject matter of the Option, and (ii) Archemix may license such rights to such a Third Party than those offered without any further obligation to Proprius without first offering such Ophthotech. For purposes of clarity, no Option shall arise if the rights that Archemix seeks to license to Proprius on such a Third Party cover multiple Targets wherein one or more favorable terms for a period of at least 30 daysthe Targets are outside of the Complement Cascade.

Right of First Negotiation. (a) (Subject to the terms and conditions of this Agreement, ORGENTEC Hookipa hereby grants to Proprius the Gilead a right of first negotiation to obtain extend the license grant by Hookipa to Gilead under the Licensed Technology pursuant to Section 3.1(a) to all fields outside of the Field. (b) In the event that Hookipa elects to offer to one (1) or more Third Parties a license with respect or other rights under the Licensed Technology, which license or other rights would include the right to one Research, Develop, Manufacture, or more Additional Products Commercialize any Licensed Product in the Field in the Territory in accordance with this Section 2.2. If, during the Term, ORGENTEC proposes to introduce (either directly or through an Affiliate or Third Party licensee or distributor) in the Territory any Additional Product[***], then ORGENTEC shall promptly notify Proprius thereof in writing of such intent and Hookipa shall provide to Proprius any and all available scientific dataGilead with written notice thereof. Gilead may, patent filings and other relevant information regarding such Additional Product (“Diligence Information”). At any time during the 30-day period commencing on the date of such notice, provided that all available Diligence Information regarding an Additional Product has been provided within [***] days following after receipt of such notice notice, notify Hookipa in writing either that: (the “Review Period”), Proprius, i) Gilead is interested in negotiating for such rights; or (ii) Gilead has no such interest and therefore rejects such negotiation opportunity at its sole discretion, may exercise its right of first negotiation with respect to such Additional Product by delivering written notice of exercise to ORGENTECtime. If Proprius exercises Gilead notifies Hookipa within such right of first negotiation prior to expiration of the Review Period[***]-day period that Gilead is interested in negotiating with Hookipa for such rights, the parties Parties shall negotiate in good faith for up to an additional [***] days (the “Negotiation Period”) from such notification by Gilead regarding the terms upon pursuant to which ORGENTEC Hookipa would exclusively license or otherwise grant such Additional Product rights to Proprius Gilead. Failure by Gilead to give notice of its interest or lack of interest in negotiating for such rights within the [***]-day period after receipt of the written notice from Hookipa as described in the Field in the Territory. Until the expiration first sentence of the Negotiation Period with respect this Section 3.3(b) shall be deemed to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant constitute a waiver by Gilead of a license with respect to its right of first negotiation for such Additional Productrights. If Proprius does not Gilead waives or otherwise fails to exercise its right of first negotiation with respect to an Additional Product prior to expiration of the Review Periodfor such rights as provided in this Section 3.3, or if Proprius exercises the Parties fail to agree on the terms pursuant to which Hookipa would license or otherwise grant such right of first rights to Gilead within such [***]-day negotiation with respect to an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional Productperiod, then ORGENTEC Hookipa shall be free to offer such Additional Product to, and rights to negotiate a Third Party and enter into an agreement with a license withThird Party with respect thereto; provided, however, that for a period of [***] months following the conclusion of the [***]-day negotiation period, Hookipa may not offer such rights to a Third Party on substantive terms which are more favorable than those last offered to Gilead, unless such terms are first offered to Gilead and Gilead either: (x) declines in writing to accept such terms; or (y) fails to accept such terms within [***] days of such offer. Such period of [***] months shall be extended by [***] months to [***] months if, within [***] Business Days prior to the end of such [***]-month period, Hookipa provides written notice to Gilead in reasonable detail demonstrating that Hookipa and such Third Party are in active, bona fide negotiations on an agreement for such rights. If Hookipa does not, for any reason, enter into an agreement with a Third Party with respect to such Additional Product in rights within such [***]-month or, as the Field in the Territorycase may be, except that ORGENTEC [***]-month period, then Hookipa shall not license be permitted to enter into any such Additional Product to any Third *** Certain information on agreement without again complying with this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party on terms more favorable to such Third Party than those offered to Proprius without first offering such license to Proprius on such more favorable terms for a period of at least 30 daysSection 3.3.