Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. In addition to the license stated in Section 2.1(f), Immune Design shall have an exclusive right of first negotiation as described in this Section with respect to the grant of an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions with a Third Party to license (other than with respect to products containing *** or services using ***) any Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI shall not provide such notice or enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect to products containing *** or services using ***) during the *** period following the Restated Effective Date. Thereafter, Immune Design shall have a period of *** days to provide written notice to IDRI (an “ID Notice” under this Section) that it desires to enter into negotiations for an exclusive license to such Results of Continuing Work in the designated portion (or all, as the case may be) of the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt of the ID Notice by IDRI, the Parties shall negotiate in good faith over a period of *** days (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license agreement reflecting such principal terms. If the Parties are unable to reach agreement on such principal terms during the negotiation period, or if they are unable to reach agreement on such definitive license agreement during the drafting period, IDRI shall be free to negotiate and to enter into one or more nonexclusive licenses to Third Party(ies) with respect to such Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (as well as anywhere else in the Territory) that do not provide for the grant of rights under such Results of Continuing Work as to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to such Results of Continuing Work, and IDRI shall not negotiate or enter into a license agreement with respect to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third Party, Immune Design shall continue to have the right of first negotiation with respect to other Results of Continuing Work not so licensed to a Third Party in accordance with this Section 4.

Right of First Negotiation. In addition During the Term, each Company Licensee shall promptly notify the applicable Pfizer Licensor in writing in the event that it invents or otherwise generates any improvements, modifications, or upgrades to any Third Party IP that is licensed to a Pfizer Licensor pursuant to the license stated in Section 2.1(f), Immune Design shall have an exclusive right of first negotiation as described in this Section with respect to the grant of an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions with a Third Party to license Scripps Agreement (other than with respect to products containing *** or services using ***) any Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI shall not provide such notice or enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect to products containing *** or services using ***) during the *** period following the Restated Effective Date. Thereafter, Immune Design shall have a period of *** days to provide written notice to IDRI (an “ID Notice” under this Section) that it desires to enter into negotiations for an exclusive license to such Results of Continuing Work in the designated portion (or all, as the case may be) of the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune DesignScripps Improvements”). Upon receipt of the ID Notice by IDRIsuch written notice from such Company Licensee, the Parties applicable Pfizer Licensor shall negotiate in good faith over a period of *** have thirty (30) days (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to notify such Results of Continuing Work in such field, Company Licensee that it being understood that a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license agreement reflecting such principal terms. If the Parties are unable to reach agreement on such principal terms during the negotiation period, or if they are unable to reach agreement on such definitive license agreement during the drafting period, IDRI shall be free to negotiate and intends to enter into one or more nonexclusive licenses negotiations with such Company Licensee to Third Party(ies) be granted exclusive rights with respect to such Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (as well as anywhere else in the Territory) that do not provide for the grant of rights under such Results of Continuing Work as to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4thereto. If IDRI fails such Pfizer Licensor does not so notify such Company Licensee in writing within such thirty (30) day period that it intends to enter into a license negotiations with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Designsuch Company Licensee, then Immune Design such Company Licensee shall again have be permitted to license any Patent Rights or Know-How that it Controls and that relates to the right Scripps Improvements to any Third Party on any terms (subject to the terms and conditions of first negotiation the Scripps Agreement). In the event that such Pfizer Licensor provides such Company Licensee with respect such a written notice that it intends to enter into negotiations with such Results Company Licensee, such Pfizer Licensor and such Company Licensee shall enter into good faith negotiations in order to conclude an agreement within ninety (90) days from expiration of Continuing Work, the thirty (30) day period described in the foregoing sentence. In the event that such Pfizer Licensor and IDRI shall Company Licensee do not negotiate or enter into a license definitive written agreement within such ninety (90) day period, such Company Licensee may thereafter negotiate with any Third Parties; provided that such Company Licensee and its Affiliates may not enter into such an agreement with respect any Third Party on terms which, taken as a whole, are substantially identical to, or materially more favorable to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third Party, Immune Design shall continue to have the right of first negotiation with respect to other Results of Continuing Work not so licensed to a Third Party in accordance with this Section 4than, the terms last offered by such Company Licensee to Pfizer.

Right of First Negotiation. In addition If at any time during period commencing on the date that any Program Target becomes a Failed Target and continuing until the [***] of such date, ARCHEMIX determines to [***] an internal research and development program (other than in the license stated conduct of proof-of-concept development research in Section 2.1(f)animals or humans) to develop Aptamers against such Failed Target, Immune Design it shall have an exclusive right (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of first negotiation as described in this Section such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect to the grant results of an exclusive license such internal Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to Results the Company's application requesting confidential treatment under Rule 406 of Continuing Workthe Securities Act. Prior research activities and (2) on the date on which ARCHEMIX [***] to entering into negotiations or discussions [***] [***] with a Third Party to for a license or collaboration involving such Failed Target, provide TAKEDA with written notice (other than the “Failed Target Opportunity Notice”) describing such [***] as well as the then-current status of its internal research efforts with respect to products containing *** or services using such Failed Target. TAKEDA shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) any Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory of the proposed license to give written notice to ARCHEMIX that it desires wishes to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI shall not provide such notice or enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than ARCHEMIX with respect to products containing *** or services using such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an [***) during ] prior to expiration of the *** period following the Restated Effective Date. ThereafterNotice Period, Immune Design it shall have a period of *** days to in good faith provide written notice to IDRI (an “ID Notice” under this Section) ARCHEMIX promptly upon such determination that it desires declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations for an exclusive license to such Results of Continuing Work in the designated portion (or all, as the case may be) of the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt of the ID Notice by IDRIwith ARCHEMIX, the Parties shall negotiate in good faith over a period an agreement with respect to the grant of *** days (or a longer or shorter period, as they may mutually agree) rights to reach agreement on the principal terms of an exclusive license TAKEDA with respect to such Results of Continuing Work in such field, it being understood that Failed Target for a drafting period of up to an additional [*** *] days (or a longer or shorter period, as from the Parties may mutually agree) may be required to reach agreement on a definitive license agreement reflecting such principal termsend of the Notice Period. If the Parties are unable to reach agreement on such principal do not agree upon the terms during the negotiation period, or if they are unable to reach agreement on such definitive license agreement during the drafting period, IDRI shall be free to negotiate and to enter into one or more nonexclusive licenses to Third Party(ies) with respect to such Results of Continuing Work in agreement within the Immune Design Exclusive Field or in the [*** Field outside the IDRI Territory (as well as anywhere else in the Territory) that do not provide for the grant of rights under such Results of Continuing Work as *] day negotiation period, ARCHEMIX shall thereafter have no obligations to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation TAKEDA with respect to such Results Failed Target. For purposes of Continuing Workclarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and IDRI shall not negotiate or enter into a license agreement execute agreements with any Third Party, with respect to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third Party, Immune Design shall continue to have the right of first negotiation with respect to other Results of Continuing Work not so licensed to a Third Party in accordance with this Section 4Failed Target.

Right of First Negotiation. In addition SutroVax shall notify Lonza in writing the first time SutroVax desires to engage in bona fide term sheet discussions for the license stated in Section 2.1(fengagement of a third party contract manufacturer who is not an acquiror, affiliate or sublicensee of SutroVax (“Third Party Contract Manufacturer”) to provide manufacturing services to SutroVax for the commercial supply of SVX-24 (the “Commercial Services”), Immune Design . The parties agree that Lonza shall have an exclusive a one-time right of first negotiation as described in this Section for the provision of such Commercial Services, provided that Lonza can manufacture SVX-24 with respect acceptable quality, at an appropriate scale to meet anticipated capacity requirements, at a price acceptable to the grant parties and in a time frame that allows SutroVax to meet its corporate objectives. Lonza shall provide SutroVax with written notification of an exclusive license its interest to Results of Continuing Work. Prior to entering into negotiations or discussions provide Commercial Services, together with a Third Party to license proposal for such Commercial Services (other than together with respect to products containing *** or services using timeline, facility and pricing), within [***) any Results of Continuing Work in ] days after receiving such notification (the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if less than all“Commercial Proposal”), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication After receiving such Commercial Proposal and territory of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI shall not provide so long as such notice or enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect to products containing *** or services using Commercial Proposal provides [***) during the *** period following the Restated Effective Date. Thereafter], Immune Design shall have a period of *** days to provide written notice to IDRI (an “ID Notice” under this Section) that it desires to enter into negotiations for an exclusive license to such Results of Continuing Work in the designated portion (or all, as the case may be) of the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt of the ID Notice by IDRI, the Parties shall SutroVax and Lonza will negotiate in good faith over the terms and conditions for Lonza to provide such Commercial Services to SutroVax. In the event Lonza does not provide SutroVax with its interest and such Commercial Proposal within such [***]-day period, or in the event Lonza provides SutroVax such Commercial Proposal but SutroVax and Lonza, despite negotiations in good faith for a period of [*** days *] days, do not enter into a services agreement governing the terms and conditions for such Commercial Services (or a longer or shorter period“Commercial Agreement”), as they may mutually agree) to reach agreement on SutroVax shall have the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license agreement reflecting such principal terms. If the Parties are unable to reach agreement on such principal terms during the negotiation period, or if they are unable to reach agreement on such definitive license agreement during the drafting period, IDRI shall be free to negotiate and right to enter into one or more nonexclusive licenses to an agreement with any other Third Party(ies) with respect to such Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (as well as anywhere else in the Territory) that do not provide Party Contract Manufacturer for the grant provision of rights under Commercial Services by such Results of Continuing Work as to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to such Results of Continuing Work, and IDRI shall not negotiate or enter into a license agreement with respect to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third Party, Immune Design shall continue to have the right of first negotiation with respect to other Results of Continuing Work not so licensed to a Third Party in accordance with Contract Manufacturer, without further obligation to Lonza under this Section 4Paragraph 2.

Right of First Negotiation. In addition Following any failure to the license stated in reach agreement pursuant to Section 2.1(f4.4.2(b) (Failure to Reach Agreement), Immune Design shall have an exclusive right of first negotiation as described in this Section AVEO will be free to pursue itself and/or to negotiate and grant rights to one or more Third Parties under intellectual property rights Controlled by AVEO with respect to Development and/or Commercialization of the grant of an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions with a Third Party to license (other than with respect to products containing *** or services using ***) any Results of Continuing Work Product in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to licenseNorth America Territory; provided, that IDRI shall not provide such notice or enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect to products containing however, that, if during the [*** or services using ***) during the *** ] month period following the Restated Effective Date. Thereafterend of the Exclusive Negotiation Period (the “ROFN Period”), Immune Design shall have a period of *** days to provide written notice to IDRI (an “ID Notice” under this Section) AVEO determines that it desires to enter into negotiations for an exclusive license agreement with a Third Party with respect to such Results of Continuing Work in rights, AVEO will so notify CANbridge and CANbridge will have the designated portion (or allright, as the case may be) of the Immune Design Exclusive Field or in the within [*** Field outside ] days of receipt of such notice from AVEO, to notify AVEO of its desire to negotiate for such contemplated Third Party rights (the IDRI Territory (or a portion thereof, as designated by Immune Design“ROFN”). Upon Following AVEO’s receipt of the ID Notice by IDRIsuch notice from CANbridge, the Parties shall will negotiate in good faith over the terms and conditions of an agreement with respect to such contemplated rights for a reasonable period of time, such period not to exceed [*** days (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license agreement reflecting such principal terms] days. If CANbridge exercises the ROFN and the Parties are unable to reach agreement during such [**] day period (or such longer period as the Parties may agree), then, (a) for the remainder of the ROFN Period, if any, AVEO will not enter into any agreement with a Third Party with respect to Development or Commercialization of the Product in the North America Territory on such principal terms more favorable, in the aggregate, to the Third Party than the final offer proposed by AVEO to CANbridge during the negotiation periodROFN Period and (b) subject to the foregoing, AVEO will thereafter have no obligation under this Agreement to negotiate with CANbridge with respect to the Development or if they are unable Commercialization of the Product in the North America Territory and will have the right to reach agreement on such definitive license agreement during the drafting periodpursue itself, IDRI shall be free and/or to negotiate and to enter into one or more nonexclusive licenses to execute an agreement with any Third Party(ies) Party with respect to such Results to, the Development or Commercialization of Continuing Work the Product in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (as well as anywhere else in the North America Territory) that do not provide for the grant of rights under such Results of Continuing Work as to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to such Results of Continuing Work, and IDRI shall not negotiate or enter into a license agreement with respect to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third Party, Immune Design shall continue to have the right of first negotiation with respect to other Results of Continuing Work not so licensed to a Third Party in accordance with this Section 4.

Right of First Negotiation. ALZA hereby grants to ABBOTT and ABBOTT -------------------------- hereby accepts a first right of negotiation from the Effective Date through April 30, 2000 to obtain from ALZA co-promotion and/or license rights to ▇▇▇▇(R) Methylphenidate in the U.S. In addition the event ALZA elects to co-promote with and/or license rights to a third party with respect to ▇▇▇▇(R) Methylphenidate in the U.S., then prior to entering into such negotiations with a third party, ALZA shall prepare and submit to ABBOTT a data package which shall consist of at least the following information: stage of development, therapeutic category, targeted indications, mechanism of action, safety profile, and anticipated FDA submission date. If ABBOTT notifies ALZA within thirty (30) days of its receipt of the data package of its desire to pursue discussions to co-promote and/or license stated ▇▇▇▇(R) Methylphenidate in Section 2.1(f)the U.S., Immune Design then the parties shall, in good faith, proceed within three (3) months thereafter to negotiate the terms of a co-promotion and/or license agreement, as the case may be. ALZA shall have an exclusive not grant any third party any rights that conflict with ▇▇▇▇▇▇'▇ right of first negotiation as described in this Section unless ABBOTT has waived its right to exercise its right of first negotiation to co-promote and/or license with respect to ▇▇▇▇(R) Methylphenidate. If the grant parties are not able to agree on the terms of an exclusive a co- promotion and/or license, as the case may be, after good faith negotiations, within three (3) months of ▇▇▇▇▇▇'▇ notice, then ALZA shall not offer co- promotion and/or license rights to Results any third party for ▇▇▇▇(R) Methylphenidate on economic terms and/or structure of Continuing Work. Prior the overall arrangement more favorable to entering into negotiations or discussions such third party than those last offered to ABBOTT, without first re-offering such rights to ABBOTT on such terms in accordance with a Third Party to license (other than with respect to products containing *** or services using ***) any Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; providedArticle 11, provided that IDRI shall not provide such notice or enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect to products containing *** or services using ***) during the *** period following the Restated Effective Date. Thereafter, Immune Design shall have a period of *** days to provide written notice to IDRI (an “ID Notice” under this Section) that it desires to enter into negotiations for an exclusive license to such Results of Continuing Work in the designated portion (or all, as the case may be) of the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt of the ID Notice by IDRI, the Parties shall negotiate in good faith over a period of *** days (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that case the period for ABBOTT to exercise ---------- its rights and negotiate a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach written agreement on a definitive license agreement reflecting such principal terms. If the Parties are unable to reach agreement on such principal terms during the negotiation period, or if they are unable to reach agreement on such definitive license agreement during the drafting period, IDRI shall be free to negotiate and to enter into one or more nonexclusive licenses to Third Party(iesthirty (30) with respect to such Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (as well as anywhere else in the Territory) that do not provide for the grant of rights under such Results of Continuing Work as to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to such Results of Continuing Work, and IDRI shall not negotiate or enter into a license agreement with respect to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third Party, Immune Design shall continue to have the right of first negotiation with respect to other Results of Continuing Work not so licensed to a Third Party in accordance with this Section 4days.

Right of First Negotiation. In addition the event that GPC Biotech Controls any Derivative Compound during the term of this Agreement for which there is clinical data demonstrating efficacy, GPC Biotech shall provide to the license stated in Section 2.1(fLicensee written notice thereof (each, a “Compound Option Notice”), Immune Design and Licensee shall have an exclusive option and right of first negotiation as described to obtain rights to Commercialize such Derivative Compound in this Section with respect the Licensee Territory in the Field by giving written notice to GPC Biotech within thirty (30) days after Licensee’s receipt of such Compound Option Notice. If Licensee fails to provide timely written notice of its desire to Commercialize such Derivative Compound, or notifies GPC Biotech in writing that Licensee does not desire to acquire such rights and obligations, then GPC Biotech shall have the grant of right to enter into an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions agreement with a Third Party to license (other than with respect to products containing *** or services using ***) Commercialize and otherwise Exploit such Derivative Compound, without any Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory of the proposed license it desires further obligation to negotiate with Third Parties and Licensee, or provide data and information reasonably necessary for Immune Design to evaluate the Results Licensee a right of Continuing Work subject to license; providednegotiation, that IDRI shall not provide such notice or enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect to products containing *** or services using ***) during the *** period following the Restated Effective Datethereto. Thereafter, Immune Design shall have a period of *** days to provide If Licensee provides timely written notice to IDRI (an “ID Notice” under this Section) that it desires to enter into negotiations for an exclusive license to such Results of Continuing Work in the designated portion (or allinterest, as the case may be) of the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt of the ID Notice by IDRI, then the Parties shall negotiate in good faith over a period of *** days (or a longer or shorter periodwith respect to the foregoing, as but neither Party shall have any obligation to enter into any agreement unless they may are able to agree on mutually agree) to reach agreement on acceptable terms and conditions at such time. In the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license agreement reflecting such principal terms. If event the Parties are unable to reach conclude such an agreement within [...***...] after receipt by GPC Biotech of Licensee’s written notice of interest, Licensee shall provide to GPC Biotech a detailed written summary of the terms on which Licensee would have been prepared to conclude such principal terms during agreement. If Licensee indicates in writing at such time to GPC Biotech that Licensee desires to continue negotiations with GPC Biotech, the Parties shall continue to negotiate in good faith, provided that GPC Biotech shall be free from and after the end of such [...***...] negotiation period to negotiate and enter into agreements with Third Parties; provided, further that, for a period of [...***...] after the end of such [....***...] negotiation period, or if they are unable to reach GPC Biotech shall not enter into any such agreement on such definitive license agreement during the drafting periodany terms less favorable to GPC Biotech, IDRI shall be free to negotiate and to enter into one or more nonexclusive licenses to Third Party(ies) with respect to such Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (when taken as well as anywhere else in the Territory) that do not provide for the grant of rights under such Results of Continuing Work as to indications or territories that are different a whole, than those offered set forth in Licensee’s written offer to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to such Results of Continuing Work, and IDRI shall not negotiate or enter into a license agreement with respect to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third Party, Immune Design shall continue to have the right of first negotiation with respect to other Results of Continuing Work not so licensed to a Third Party in accordance with this Section 4GPC Biotech.

Right of First Negotiation. In addition MERRIMACK hereby grants to the license stated in Section 2.1(f), Immune Design shall have an exclusive ▇▇▇▇▇▇ a right of first negotiation to obtain rights to MM-111, MM-141 and MM-302 (collectively, the “ROFN Programs”, each a “ROFN Program”) outside of the US or with regard to any Licensing Opportunity (as described in defined below) that includes any territory outside of the US during the Term of this Section with respect to Agreement on the grant of an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions with a Third Party to license (other than with respect to products containing *** or services using ***) any Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures terms and conditions set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory of the proposed license it desires 6.2. (a) If MERRIMACK intends to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI shall not provide such notice or enter into begin negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect contract research organizations, other services providers and other Third Parties to products containing *** which MERRIMACK does not grant commercialization rights) to grant an exclusive or services using ***) during non-exclusive Commercialization license to such Third Party to develop and commercialize any ROFN Program in the *** period following Field outside of the Restated Effective Date. ThereafterUS (the “Licensing Opportunity”), Immune Design MERRIMACK shall have a period of *** days to provide written notice of such intent to IDRI ▇▇▇▇▇▇ and ▇▇▇▇▇▇ shall notify MERRIMACK in writing within [**] days (an the “ID Notice” under this SectionResponse Period”) as to whether ▇▇▇▇▇▇ has a bona fide interest in discussing the Licensing Opportunity and wishes to receive further data and information relating to the Licensing Opportunity on a confidential basis. Such written notice from MERRIMACK shall include a reasonable summary of scientific data relevant to the use, safety, efficacy and any other matters as MERRIMACK can reasonably provide on a non-confidential basis relating to such Licensing Opportunity, to allow ▇▇▇▇▇▇ to assess its interest in discussing the Licensing Opportunity. (b) If, before the expiration of the Response Period, ▇▇▇▇▇▇ indicates in writing that it desires is interested in discussing the Licensing Opportunity, MERRIMACK shall provide ▇▇▇▇▇▇ with confidential data and information within [**] days, and ▇▇▇▇▇▇ shall have an additional [**] days (the “Additional Response Period”) to notify MERRIMACK in writing as to whether ▇▇▇▇▇▇ wishes to enter into exclusive negotiations with MERRIMACK regarding such Licensing Opportunity; provided, however, that the Additional Response Period may be extended by ▇▇▇▇▇▇ for an exclusive license to such Results of Continuing Work in the designated portion (or all, as the case may be) of the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt of the ID Notice by IDRI, the Parties shall negotiate in good faith over a period of *** days (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that a drafting period of up to an additional [*** ] days (or a longer or shorter period, as if the Parties may mutually agree) may be required Licensing Opportunity relates to reach agreement on a definitive license agreement reflecting such principal terms. If the Parties are unable to reach agreement on such principal terms during the negotiation period, or if they are unable to reach agreement on such definitive license agreement during the drafting period, IDRI shall be free to negotiate and to enter into more than one or more nonexclusive licenses to Third Party(ies) with respect to such Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (as well as anywhere else in the Territory) that do not provide for the grant of rights under such Results of Continuing Work as to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to such Results of Continuing Work, and IDRI shall not negotiate or enter into a license agreement with respect to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third Party, Immune Design shall continue to have the right of first negotiation with respect to other Results of Continuing Work not so licensed to a Third Party in accordance with this Section 4ROFN Program.

Right of First Negotiation. In addition (a) Subject to the license stated in Section 2.1(f)terms and conditions of this Agreement, Immune Design shall have an exclusive Hookipa hereby grants Gilead a right of first negotiation as described to extend the license grant by H▇▇▇▇▇▇ to Gilead under the Licensed Technology pursuant to Section 3.1(a) to all fields outside of the Field. (b) In the event that Hookipa elects to offer to one (1) or more Third Parties a license or other rights under the Licensed Technology, which license or other rights would include the right to Research, Develop, Manufacture, or Commercialize any Licensed Product in this Section with respect to the grant of an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions with a Third Party to license (other than with respect to products containing *** or services using [***) any Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion ], then Hookipa shall provide Gilead with written notice thereof. Gilead may, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI shall not provide such notice or enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect to products containing *** or services using within [***] days after receipt of such notice, notify Hookipa in writing either that: (i) during the Gilead is interested in negotiating for such rights; or (ii) Gilead has no such interest and therefore rejects such negotiation opportunity at such time. If Gilead notifies Hookipa within such [*** *]-day period following the Restated Effective Date. Thereafter, Immune Design shall have a period of *** days to provide written notice to IDRI (an “ID Notice” under this Section) that it desires to enter into negotiations Gilead is interested in negotiating with Hookipa for an exclusive license to such Results of Continuing Work in the designated portion (or all, as the case may be) of the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt of the ID Notice by IDRIrights, the Parties shall negotiate in good faith over a period of for up to [*** *] days (from such notification by Gilead regarding the terms pursuant to which Hookipa would license or otherwise grant such rights to Gilead. Failure by Gilead to give notice of its interest or lack of interest in negotiating for such rights within the [***]-day period after receipt of the written notice from H▇▇▇▇▇▇ as described in the first sentence of this Section 3.3(b) shall be deemed to constitute a longer waiver by Gilead of its right of first negotiation for such rights. If Gilead waives or shorter periodotherwise fails to exercise its right of first negotiation for such rights as provided in this Section 3.3, as they may mutually agree) or if the Parties fail to reach agreement agree on the principal terms of an exclusive pursuant to which Hookipa would license or otherwise grant such rights to Gilead within such Results of Continuing Work in such field, it being understood that a drafting period of up to an additional [*** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license agreement reflecting such principal terms. If the Parties are unable to reach agreement on such principal terms during the *]-day negotiation period, or if they are unable to reach agreement on such definitive license agreement during the drafting period, IDRI then Hookipa shall be free to negotiate offer such rights to a Third Party and to enter into one an agreement with a Third 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 more nonexclusive licenses (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, H▇▇▇▇▇▇ provides written notice to Gilead in reasonable detail demonstrating that Hookipa and such Third Party(ies) 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 Results of Continuing Work in the Immune Design Exclusive Field or in the rights within such [*** Field outside *]-month or, as the IDRI Territory (as well as anywhere else in the Territory) that do case may be, [***]-month period, then Hookipa shall not provide for the grant of rights under be permitted to enter into any such Results of Continuing Work as to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance agreement without again complying with this Section 4. If IDRI fails 3.3. (c) The right of first negotiation of Gilead pursuant to enter into a license with respect to Results of Continuing Work with one or more Third Parties within *** this Section 3.3 commenced on the Original Effective Date and will terminate ten (10) years after failing to reach agreement with Immune Designthe Original Effective Date. (d) For clarity, then Immune Design shall again have the right of first negotiation with respect of Gilead pursuant to such Results this Section 3.3 shall expressly exclude and not apply to the field of Continuing Work, and IDRI shall not negotiate or enter into a license agreement with respect HIV once HIV has ceased to such Results of Continuing Work without again affording Immune Design be included in the first right of negotiation Field in accordance with this Section 4. For clarity2.4(d)(i), if IDRI enters into a license agreement for Results of Continuing Work with a Third Party, Immune Design shall continue to have the except that such right of first negotiation shall continue to apply with respect to the offer of a license or other Results of Continuing Work not so licensed rights under the Licensed Technology to a Third Party to Research, Develop, Manufacture, or Commercialize an HBV Licensed Product in accordance with this Section 4the field of HIV.

Right of First Negotiation. ALZA hereby grants to ABBOTT and ABBOTT -------------------------- hereby accepts a first right of negotiation to obtain from ALZA co-promotion and/or license rights to ▇▇▇▇(R) Methylphenidate in the U.S. In addition the event ALZA elects to co-promote with and/or license rights to a third party with respect to ▇▇▇▇(R) Methylphenidate in the U.S., then prior to entering into such negotiations with a third party, ALZA shall prepare and submit to ABBOTT a data package which shall consist of at least the following information: stage of development, therapeutic category, targeted indications, mechanism of action, safety profile, and -8- anticipated FDA submission date. If ABBOTT notifies ALZA within thirty (30) days of its receipt of the data package of its desire to pursue discussions to co-promote and/or license stated ▇▇▇▇ 7 Methylphenidate in Section 2.1(f)the U.S., Immune Design then the parties shall, in good faith, proceed within three (3) months thereafter to negotiate the terms of a co-promotion and/or license agreement, as the case may be. ALZA shall have an exclusive not grant any third party any rights that conflict with ▇▇▇▇▇▇'▇ right of first negotiation as described in this Section unless ABBOTT has waived its right to exercise its right of first negotiation to co-promote and/or license with respect to ▇▇▇▇(R) Methylphenidate. If the grant parties are not able to agree on the terms of an exclusive a co- promotion and/or license, as the case may be, after good faith negotiations, within three (3) months of ▇▇▇▇▇▇'▇ notice, then ALZA shall not offer co- promotion and/or license rights to Results any third party for ▇▇▇▇(R) Methylphenidate on economic terms and/or structure of Continuing Work. Prior the overall arrangement more favorable to entering into negotiations or discussions such third party than those last offered to ABBOTT, without first re-offering such rights to ABBOTT on such terms in accordance with a Third Party to license (other than with respect to products containing *** or services using ***) any Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; providedArticle 11, provided that IDRI shall not provide such notice or enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect to products containing *** or services using ***) during the *** period following the Restated Effective Date. Thereafter, Immune Design shall have a period of *** days to provide written notice to IDRI (an “ID Notice” under this Section) that it desires to enter into negotiations for an exclusive license to such Results of Continuing Work in the designated portion (or all, as the case may be) of the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt of the ID Notice by IDRI, the Parties shall negotiate in good faith over a period of *** days (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that case the period for ABBOTT to exercise ---------- its rights and negotiate a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach written agreement on a definitive license agreement reflecting such principal terms. If the Parties are unable to reach agreement on such principal terms during the negotiation period, or if they are unable to reach agreement on such definitive license agreement during the drafting period, IDRI shall be free to negotiate and to enter into one or more nonexclusive licenses to Third Party(iesthirty (30) with respect to such Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (as well as anywhere else in the Territory) that do not provide for the grant of rights under such Results of Continuing Work as to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to such Results of Continuing Work, and IDRI shall not negotiate or enter into a license agreement with respect to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third Party, Immune Design shall continue to have the right of first negotiation with respect to other Results of Continuing Work not so licensed to a Third Party in accordance with this Section 4days.

Right of First Negotiation. In addition the event that GTC wishes to the license stated in Section 2.1(f)conduct research internally, Immune Design shall have an exclusive right of first negotiation as described in this Section with respect to the grant of an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions with is approached by a Third Party to license (other than with respect to products containing *** conduct research or services using ***) any Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI shall not provide such notice or enter into negotiations or discussions with itself approaches a Third Party to license any Results conduct research, the primary focus of Continuing Work which is *...* (other than the "Additional Research"), GTC recognizes that BMI may have an interest in such Additional Research and shall therefore use its best efforts to negotiate with respect the Third Party for the benefit of BMI, exclusive rights to products containing use the results of the Additional Research*...** , provided that, GTC shall not be required by this sentence to use efforts in such negotiations to the extent that such efforts would impair or services using ***) during the *** period following the Restated Effective Datehinder GTC's negotiations with such Third Party. ThereafterPresuming GTC is successful in its negotiations with such Third Party, Immune Design BMI shall have a period of **...* days to provide from receipt of written notice to IDRI (an “ID Notice” under this Section) that it desires to enter into negotiations for an exclusive license to such Results of Continuing Work in from GTC describing the designated portion (or all, as the case may be) scope of the Immune Design Exclusive Field or in Additional Research to exercise an option (the *** Field outside "Option") on the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt exclusive rights to use the results of the ID Notice by IDRIAdditional Research *...*. In the event that BMI exercises the Option pursuant to the preceding sentence, the Parties then BMI and GTC shall negotiate in good faith over for a period of not more than **...* days (or a longer or shorter the conditions of access to the exclusive rights to use the results of * Confidential Treatment Requested the Additional Research within the BMI Field for the Territory. If, at the end of such *...* day period, as they may mutually agree) to reach BMI and GTC have not reached agreement on the principal terms of an such exclusive license to such Results of Continuing Work in such fieldrights, it being understood that a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license agreement reflecting such principal terms. If the Parties are unable to reach agreement on such principal terms during the negotiation period, or if they are unable to reach agreement on such definitive license agreement during the drafting period, IDRI then GTC shall thereafter be free to negotiate and to enter into one or more nonexclusive licenses to Third Party(ies) with respect to conduct such Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (as well as anywhere else in the Territory) that do not provide for the grant of rights under such Results of Continuing Work as to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to such Results of Continuing Work, and IDRI shall not negotiate internal research or enter into a license an agreement with respect to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third Party, Immune Design shall continue to have Party regarding the right use of first negotiation with respect to other Results the results of Continuing Work not so licensed to a Third Party in accordance with this Section 4the Additional Research *...*.

Right of First Negotiation. In addition to (a) During the license stated in Section 2.1(fTerm and continuing through [***] (“RFN Period”), Immune Design Corvus shall have an exclusive right negotiate exclusively with Genentech for a period of first negotiation as described in this Section with respect up to the grant of an exclusive license to Results of Continuing Work. Prior [***] prior to entering into negotiations or discussions any agreement with a Third Party for a license relating to license the development and commercialization of the Corvus Molecule (other than with respect to products containing *** or services using ***) any Results of Continuing Work in a “Corvus License”). Notwithstanding the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereofforegoing, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory of the proposed Genentech enters into a license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI shall not provide such notice or enter into negotiations or discussions with acquires a Third Party to license any Results of Continuing Work (other than with respect to products containing *** or services using ***) a Competitive Product during the *** period following the Restated Effective Date. ThereafterRFN Period, Immune Design shall have a period Genentech will notify Corvus and all of *** days to provide written notice to IDRI (an “ID Notice” Corvus’ obligations under this SectionSection 2.12(a) that it desires will expire on the effective date of such transaction. Further, Genentech will thereafter adopt reasonable procedures to enter into negotiations for an exclusive license to such Results prevent any disclosure and/or use of Continuing Work in the designated portion (Confidential Information of Corvus or allJoint Confidential Information, as the case may be, to such Third Party and provide notice to Corvus describing such procedures as soon as practicable. For clarity, the obligations and covenants set forth in this Section 2.12(a) expressly exclude and shall not limit the separate activities of Genentech’s Affiliates, including the Immune Design Exclusive Field or Roche pRED (Research and Early Development) organization. (b) If Corvus is interested in negotiating with Genentech and/or a Third Party the *** Field outside terms of a Corvus License during the IDRI Territory (or a portion thereofRFN Period, as designated by Immune Design)it shall so notify Genentech in writing. Upon receipt of the ID Notice by IDRIThereafter, the Parties shall negotiate in good faith over negotiate, on an exclusive basis, the terms and conditions of a potential Corvus License for a period of [*** days (*] after Genentech receives such notice from Corvus, or a such longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that a drafting time period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license agreement reflecting such principal termsagree in writing (the “Exclusive Negotiation Term”). If the Parties are unable to Corvus and Genentech do not reach agreement on such principal mutually agreeable terms and conditions of a Corvus License during the negotiation periodExclusive Negotiation Term, or if they are unable to reach agreement on such definitive license agreement during the drafting period, IDRI then Corvus shall be free to negotiate and to enter into one or more nonexclusive licenses to Third Party(ies) with respect to such Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (as well as anywhere else in the Territory) that do not provide for the grant of rights under such Results of Continuing Work as to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to such Results of Continuing Work, and IDRI shall not negotiate or enter into a license agreement with respect to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work Corvus License with a Third Party; provided that Corvus shall not, Immune Design shall continue to have during the right [***] period following the end of first negotiation the Exclusive Negotiation Term, enter into any Corvus License with respect to other Results of Continuing Work not so licensed to a Third Party on terms more favorable to such Third Party than those last proposed by Genentech. If Corvus enters into a Corvus License with a Third Party during the [***] following the end of the Exclusive Negotiation Term, Corvus shall so notify Genentech. Genentech shall have the right, within [***] days after Corvus enters into such Corvus License, [***]. [***] Certain information in accordance with this Section 4document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

Right of First Negotiation. In addition After the first year of this Investor -------------------------- Rights Agreement, subject to the license stated in Section 2.1(f), Immune Design shall have an exclusive right of first negotiation as described terms and conditions specified in this Section with respect 2.1, the Company hereby grants to the grant Investor, so long as it remains a beneficial holder of an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions with Registrable Securities, a Third Party to license (other than with respect to products containing *** or services using ***) any Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI shall not provide such notice or enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect to products containing *** or services using ***) during the *** period following the Restated Effective Date. Thereafter, Immune Design shall have a period of *** days to provide written notice to IDRI (an “ID Notice” under this Section) that it desires to enter into negotiations for an exclusive license to such Results of Continuing Work in the designated portion (or all, as the case may be) of the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt of the ID Notice by IDRI, the Parties shall negotiate in good faith over a period of *** days (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license agreement reflecting such principal terms. If the Parties are unable to reach agreement on such principal terms during the negotiation period, or if they are unable to reach agreement on such definitive license agreement during the drafting period, IDRI shall be free to negotiate and to enter into one or more nonexclusive licenses to Third Party(ies) with respect to such Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (as well as anywhere else in the Territory) that do not provide for the grant of rights under such Results of Continuing Work as to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to future offers by the Company of its Shares (as hereinafter defined). Each time the Company proposes to negotiate an offer of any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock ("Shares"), the Company shall first negotiate with the Investor for an offering of the Shares in accordance with the following provisions: (a) The Company shall deliver a notice by certified mail ("Negotiation Notice") to the Investor stating its bona fide intention to negotiate an offer of such Results Shares. (b) Within 15 calendar days after receipt of Continuing Workthe Negotiation Notice, and IDRI the Investor may elect to enter into negotiations to purchase or obtain the Shares. (c) If the Investor does not chose to negotiate to purchase or obtain the Shares, then during the 30-day period following the expiration of the period provided in subsection 2.1(b) hereof, the Company may enter into negotiations to offer the Shares to any third party or parties. If the Company negotiates an offer of the Shares, then the Company shall comply with its obligations under Section 2.2 below. If the Company does not negotiate or enter into a license agreement an offer of the Shares within such period, the right provided under this Section 2.1 shall be deemed to be revived and negotiations with respect to such Results future offers of Continuing Work without again affording Immune Design the Shares shall not be entered into unless first right of negotiation reoffered to the Investor in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third Party, Immune Design shall continue to have the herewith. (d) The right of first negotiation in this Section 2.1 shall not be applicable (i) to any negotiations in connection with respect the issuance or sale of shares of common stock (or options therefor) to other Results employees for the primary purpose of Continuing Work not so licensed soliciting or retaining their employment, pursuant to a Third Party stock option, stock purchase or stock bonus plan, or (ii) to any negotiations in accordance connection with a bona fide, firmly underwritten public offering of shares of common stock, registered under the Act pursuant to a registration statement on Form S-1, at an offering price of at least $10.00 per share (appropriately adjusted for any stock split, dividend, combination or other recapitalization) and $75,000,000 in the aggregate. (e) The right of first negotiation set forth in this Section 42.1 may not be assigned or transferred, except that such right is assignable by the Investor to (i) any wholly owned subsidiary or parent of, or to any corporation or entity that is, within the meaning of the Act, controlling, controlled by or under common control with, the Investor, or (ii) any business organization which the Investor consolidates with, or merges into, or to which the Investor sells or conveys all of the Investor's stock or all or substantially all of the assets of the Investor.

Right of First Negotiation. In addition Seller hereby grants to the license stated in Section 2.1(f)Buyer a first right to negotiate ("First Right of Negotiation") an agreement to manufacture, Immune Design shall have an exclusive right of first negotiation as described in this Section with respect license, distribute and/or sell (collectively, to the grant of an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions with a Third Party to license (other than with respect to products containing *** or services using ***"Commercialize") any Results of Continuing Work in the Immune Design Exclusive Field product or in the *** Field service developed by Seller related to cataract surgery outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory Field (a "New Product"). If at anytime following Closing, Seller intends to Commercialize any New Product, Seller shall first give written notice ("Negotiation Notice") to Buyer of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI shall not provide such notice or enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect to products containing *** or services using ***) during the *** period following the Restated Effective Dateits intention. Thereafter, Immune Design shall Buyer will have a period of *** ninety (90) days to provide written notice to IDRI (an “ID Notice” under this Section) that it desires to enter into negotiations for an exclusive license to such Results of Continuing Work in following the designated portion (or all, as the case may be) receipt of the Immune Design Exclusive Field or Negotiation Notice to conduct a due diligence investigation relating to any such New Product and to notify Seller in the *** Field outside the IDRI Territory writing of Buyer's election to exercise its First Right of Negotiation (or a portion thereof, as designated by Immune Design"Notice of Election"). Upon receipt timely delivery of the ID Notice of Election by IDRIBuyer, the Parties shall parties shall, for a period of not less than ninety (90) days (the "Negotiation Period") negotiate in good faith over a period the terms and conditions of *** days (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license agreement, which agreement reflecting shall contain terms and conditions generally contained in agreements of such principal termstype. If the Parties parties are unable to reach an agreement on such principal terms during the negotiation period, or if they are unable to reach agreement on and execute such definitive license agreement during the drafting periodNegotiation Period, IDRI shall be free to Seller may negotiate and execute an agreement with any third party to Commercialize such New Product; provided, however, that for a period of twelve (12) months following the expiration of the Negotiation Period, Seller shall not (except with the prior written consent of Buyer) enter into one or an agreement to Commercialize such New Product on more nonexclusive licenses to Third Party(ies) with respect to such Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (as well as anywhere else in the Territory) that do not provide for the grant of rights under such Results of Continuing Work as to indications or territories that are different favorable terms and conditions than those last offered in writing to Immune Design, it being understood Seller by Buyer during the Negotiation Period. In the event that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI Seller fails to enter into an agreement with a license third party to Commercialize such New Product within a period of twelve (12) months following the expiration of the Negotiation Period, Seller shall be required to offer Buyer another First Right of Negotiation with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to such Results of Continuing Workthereto, and IDRI the foregoing process shall not negotiate or enter into a license agreement with respect to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third Party, Immune Design shall continue to have the right of first negotiation with respect to other Results of Continuing Work not so licensed to a Third Party in accordance with this Section 4be repeated.

Right of First Negotiation. In 15.1 The Parties acknowledge their mutual desire to explore a broader collaboration whereby Salix would develop and market F▇▇▇ Additional Products in the Territory and F▇▇▇ would market Salix Additional Products in the F▇▇▇ Territory. Therefore, in addition to the license stated exclusive rights granted to Salix in Section 2.1(f)respect of the Product under Clause 2, Immune Design shall have an exclusive in respect of Additional Products developed or identified during the period of [*] years from the Effective Date; 15.1.1 F▇▇▇ hereby grants to Salix a right of first negotiation as described in this Section with respect to rights to develop and exploit in the grant Territory F▇▇▇ Additional Products; and 15.1.2 Salix hereby grants to F▇▇▇ a right of an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions with a Third Party to license (other than first negotiation with respect to products containing *** or services using ***) any Results of Continuing Work rights to develop and exploit in the Immune Design Exclusive Field F▇▇▇ Territory Salix Additional Products. 15.2 The Party having developed such Additional Product on or in before the [*** Field outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing ] anniversary of the indication and territory of Effective Date (the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI “Offeror”) shall not provide such notice or enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect to products containing *** or services using ***) during the *** period following the Restated Effective Date. Thereafter, Immune Design shall have a period of *** days to provide written notice notification to IDRI the other Party (an the “ID Notice” under this Section) that it desires to enter into negotiations for an exclusive license to such Results of Continuing Work in the designated portion (or all, as the case may beOfferee”) of the Immune Design Exclusive Field or opportunity in respect of the *** Field outside Additional Product (such notice, an “Additional Product Notice”), together with a description in reasonable detail of the IDRI Territory (or a portion thereof, Additional Product(s) and such other information as designated by Immune Design)may reasonably be required to enable the Offeree to assess the Additional Product opportunity. Upon request by the Offeree within [* (*)] days after receipt of such Product Notice (the ID date of such receipt the “Notice by IDRIDate” and such period the “Notice Period”), the Parties shall negotiate in good faith over a period towards an agreement granting to the Offeree exclusive rights in respect of *** days the Additional Product in either the Territory or the F▇▇▇ Territory (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license agreement reflecting such principal termsapplicable). If the Parties are unable Offeree chooses not to reach agreement on request such principal terms negotiations, it shall so notify the Offeror promptly during the negotiation periodNotice Period if the Offeree makes no communication within the Notice Period, or if they are unable to reach agreement on such definitive license agreement during the drafting period, IDRI it shall be free deemed to negotiate and to have not effected a request. If notwithstanding good faith negotiations the Parties do not enter into one a definitive agreement within [* (*)] days of the Notice Date (the “Negotiation Period”), the Offeror may proceed to grant rights or more nonexclusive licenses to Third Party(ies) Parties with respect to such Results all or a part of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (as well as anywhere else in the TerritoryAdditional Product(s) that do not provide for the grant of rights under such Results of Continuing Work as to indications or territories that are different than those opportunity offered to Immune Design, it being understood the Offeree provided that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI the Offeror shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to not enter into a license with transaction in respect of the Additional Product(s) opportunity proposed by the Offeror to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to such Results of Continuing Work, and IDRI shall not negotiate or enter into a license agreement with respect to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work Offeree with a Third PartyParty on terms which, Immune Design shall continue assessed as a whole, are materially less favourable to have the right Offeror than those proposed by the Offeree in the course of first negotiation with respect the good faith negotiations. 15.3 The only obligations of F▇▇▇ and Salix under this Clause 15 are as expressly stated therein, and there are no further implied obligations relating to other Results of Continuing Work not so licensed to a Third Party in accordance with this Section 4the matters contemplated therein.

Right of First Negotiation. In addition (i) During the Term, if Exact (i) enters a formal process authorized or directed by its board of directors or CEO to the license stated in Section 2.1(f), Immune Design shall have seek and enter into an arrangement or (ii) intends to agree to a term sheet or seeks to sign a letter of intent or similar arrangement to grant an exclusive right of first negotiation as described in this Section with respect to the grant of an exclusive commercial license to Results of Continuing Work. Prior to entering into negotiations or discussions with a Third Party solely to license (other than with respect to products containing *** promote or services using ***) any Results of Continuing Work in sell the Immune Design Exclusive Field or in the *** Field Product outside the IDRI Territory (or a designated portion thereof, if less than all“Ex-US Commercial Rights”), IDRI Exact shall follow first notify Pfizer of such intent (a “Ex-US Commercial Rights Transfer Notice”) and Pfizer shall have thirty (30) days thereafter to notify Exact of its desire to obtain the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing Ex-US Commercial Rights that are the subject of the indication Ex-US Commercial Rights Transfer Notice. Promptly upon receipt of notice from Pfizer, Exact and territory of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI Pfizer shall not provide such notice or enter into engage in exclusive good faith negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect to products containing *** or services using ***) during the *** period following the Restated Effective Date. Thereafter, Immune Design shall have a period of *** days to provide written notice to IDRI (an “ID Notice” under this Section) that it desires to enter into negotiations for an exclusive license to such Results of Continuing Work in the designated portion (or all, as the case may be) of the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt of the ID Notice by IDRI, the Parties shall negotiate in good faith over a period of *** days (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license written agreement reflecting such principal termsfor the Ex-US Commercial Rights. If the Parties Pfizer and Exact are unable to reach agreement on the terms of such principal Product rights within forty-five (45) days of the commencement of negotiations, Exact shall be free to enter into negotiations and consummate an agreement with any Third Party regarding such Ex-US Commercial Rights; provided that the economic terms during of such agreement shall be no more favorable to such Third Party than those last offered to Pfizer. (ii) During the negotiation periodTerm, if Exact desires to grant an exclusive commercial license to a Third Party solely to Promote or if they sell the Product in the OB/Gyn Field in the Territory (the “OB/Gyn Commercial Rights”), Exact shall first notify Pfizer of such intent (a “OB/Gyn Commercial Rights Transfer Notice”) and Pfizer shall have thirty (30) days thereafter to notify Exact of its desire to obtain the OB/Gyn Commercial Rights that are the subject of the OB/Gyn Commercial Rights Transfer Notice. Promptly upon receipt of notice from Pfizer, Exact and Pfizer shall engage in exclusive good faith negotiations to enter into a definitive written agreement for the OB/Gyn Commercial Rights. If Pfizer and Exact are unable to reach agreement on the terms of such definitive license agreement during Product rights within forty-five (45) days of the drafting periodcommencement of negotiations, IDRI then Exact shall be free to negotiate and to enter into one or negotiations and consummate an agreement with any Third Party regarding such OB/Gyn Commercial Rights; provided that the economic terms of such agreement shall be no more nonexclusive licenses to Third Party(ies) with respect favorable to such Results Third Party than those last offered to Pfizer. (iii) Notwithstanding the foregoing, this Section 3.1(c) shall not apply to (i) any transfer of Continuing Work rights to the Product in the Immune Design Exclusive Field or in ordinary course of business of Exact, (ii) the *** Field sale of the Product within and outside the IDRI Territory (as well as anywhere else in of the Territory, of all or substantially all of the assets of Exact, or sale of capital stock of Exact, whether in connection with a merger, acquisition or other similar transaction or (iii) that do not provide for the grant of rights under such Results of Continuing Work as to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate any agreements with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate Parties in territories for which Exact has an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work with one existing distribution or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to such Results of Continuing Work, and IDRI shall not negotiate or enter into a license agreement with respect to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third Party, Immune Design shall continue to have the right of first negotiation with respect to other Results of Continuing Work not so licensed to a Third Party in accordance with this Section 4similar agreement.

Right of First Negotiation. In addition to the license stated in Section 2.1(f)If, Immune Design shall have an exclusive right of first negotiation as described in this Section with respect to the grant of an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions with a Third Party to license (other than with respect to products containing *** or services using ***) at any Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI shall not provide such notice or enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect to products containing *** or services using ***) time during the *** period following the Restated Effective Date. ThereafterTerm, Immune Design shall have a period of *** days (a) Licensor intends to provide written notice to IDRI (an “ID Notice” under this Section) that it desires to enter into negotiations for an exclusive license to such Results of Continuing Work in the designated portion (or all, as the case may be) of the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt of the ID Notice by IDRI, the Parties shall negotiate in good faith over a period of *** days (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license agreement reflecting such principal terms. If the Parties are unable to reach agreement on such principal terms during the negotiation period, or if they are unable to reach agreement on such definitive license agreement during the drafting period, IDRI shall be free to negotiate and to enter into one or more nonexclusive licenses to Third Party(ies) with respect to such Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (as well as anywhere else in the Territory) that do not provide for the grant of rights under such Results of Continuing Work as to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work commence discussions with one or more Third Parties within for a grant of rights (whether through a license, asset sale, or other form of transfer) to Exploit Licensed Antibodies or Licensed Products [*** after failing *] or (b) Licensor solicits and receives, or receives unsolicited but intends to reach agreement with Immune Designrespond to, a bona fide term sheet from a Third Party regarding a potential grant of rights to Develop or Commercialize the Licensed Antibodies or Licensed Products [***] (whether through license, asset sale, or other forms of transfer) (each of (a) and (b) a “ROFN Trigger”), then Immune Design shall again in each case ((a) and (b)), Licensor will promptly (and in any event prior to commencing discussions or negotiations with such Third Party regarding such potential grant of rights) notify Licensee in writing of such intent or receipt of or response to such bona fide term sheet, as applicable, which notice will identify [***]. Licensee will have the right right, within [***] of first negotiation with respect receipt of such notice, to such Results of Continuing Work, and IDRI shall not negotiate or elect to enter into non-exclusive negotiations with Licensor for such rights. If Licensee timely notifies Licensor of its election to negotiate for such rights, then the Parties will negotiate in good faith for a license [***] period (the “Negotiation Period”) the terms and conditions for such grant of rights (including financial terms). [***]. Notwithstanding the foregoing, (i) Licensor will not enter into any agreement with respect to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third PartyParty for such grant of rights [***], Immune Design shall continue to have and (ii) the right material terms included in any definitive agreement for such grant of first negotiation rights with respect to other Results of Continuing Work not so licensed to a any such Third Party will be [***]. If Licensee does not provide notice of its intent to enter into negotiations for such rights to Exploit the Licensed Antibodies and Licensed Products in accordance with this Section 4the applicable countries outside of the Territory within [***] following receipt of Licensor’s notice of the applicable ROFN Trigger, then Licensee’s ROFN will be [***].

Right of First Negotiation. In addition If, during the two (2) year period beginning on the First Commercial Sale of a Licensed Product by Proprius, (i) Proprius desires to divest or sublicense all or substantially all of its business relating to the Licensed Products (whether by sale, license stated in Section 2.1(f)or otherwise) to a Third Party, Immune Design shall have an exclusive right of first negotiation as described in this Section with respect to the grant of an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions with (ii) a Third Party initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (both (1) and (ii) are collectively referred to license as a “Business Opportunity”), then Proprius will promptly notify 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 than with respect to products containing *** confidential or services using proprietary information of such Third Party. If Prometheus indicates interest in pursuing the Business Opportunity within [***) any Results ] business days of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI shall not provide such notice or enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect to products containing *** or services using ***) during the *** period following the Restated Effective Date. Thereafter, Immune Design shall have a period of *** days to provide written notice to IDRI (an “ID Notice” under this Section) that it desires to enter into negotiations for an exclusive license to such Results of Continuing Work in the designated portion (or all, as the case may be) of the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon Prometheus’ receipt of the ID Notice by IDRIProprius’ written notice, the Parties shall will negotiate in good faith over a period of *** days (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on enter into a definitive license agreement reflecting such principal termsagreement. If the Parties are unable to reach enter into a definitive agreement on such principal terms during the negotiation periodwithin [***] days after Proprius’ receipt of Prometheus’ indication of interest, or if they are unable to reach agreement on such definitive license agreement during Prometheus does not so indicate an interest in pursuing the drafting Business Opportunity within the [***] business day period, IDRI shall Proprius will be free to negotiate and to enter into one or more nonexclusive licenses to Third Party(ies) with respect to execute such Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (as well as anywhere else in the Territory) that do not provide for the grant of rights under such Results of Continuing Work as to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to such Results of Continuing Work, and IDRI shall not negotiate or enter into a license agreement with respect to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work Business Opportunity with a Third Party, Immune Design Party provided that Proprius shall continue to have not offer the right of first negotiation with respect to other Results of Continuing Work not so licensed Business Opportunity to 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 any such transaction with Prometheus. Notwithstanding anything in accordance this Agreement to the contrary, any Business Opportunity entered into by Proprius with a Third Party will be subject to Prometheus’ rights under this Section 4.Agreement, including, without limitation, Prometheus’ right to receive the payments set forth in Article 5. *** Certain Confidential Information Omitted

Right of First Negotiation. In addition (a) During the ROFN Period, if Seller or any of its Affiliates is considering initiating a Divestiture Transaction, Seller shall promptly (and before Seller or any of its Affiliates or its or their respective Representatives has (w) directly or indirectly engaged in any negotiations relating to a Divestiture Transaction with a Third Party, (x) knowingly solicited, initiated or proposed to engage in any such negotiations, (y) entered into or participated into any negotiations to enter into, or which negotiations could reasonably be expected to lead to, any Divestiture Transaction with a Third Party, or (z) otherwise consummated any Divestiture Transaction with a Third Party) so notify Buyer, which notice shall describe the license stated in Section 2.1(fassets, rights and properties that are the subject of the proposed Divestiture Transaction (such notice, a “ROFN Notice”), Immune Design . Buyer shall have an exclusive [***] Business Days from its receipt of such notice to determine whether it will exercise its right of first negotiation as described in this Section with respect to the grant of an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions with a Third Party to license (other than with respect to products containing *** or services using ***) any Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures set forth in this Section 45.6(a), by providing written notice of such exercise to Seller within such [***]Business Day period. IDRI After exercise of such right of first negotiation, Seller shall notify Immune Design in writing of negotiate exclusively with Buyer with respect to any such Divestiture Transaction. If Seller and Buyer (or their respective Affiliates) do not enter into a definitive agreement relating to the indication and territory of applicable Divestiture Transaction pursuant to Section 5.6(a) on or prior to the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate date that is [***] days after the Results of Continuing Work subject to license; provided, that IDRI shall not provide date such notice or enter into is given by Buyer (the “Negotiation Period”), then Seller, its Affiliates and its and their respective Representatives shall be permitted to engage in negotiations or discussions with a Third Party to license any Results of Continuing Work with respect to, and consummate, a Divestiture Transaction that is (other than i) substantially similar, with respect to products containing *** structure and the assets, rights and properties that are the subject of such Divestiture Transaction, to the proposed Divestiture Transaction described in the ROFN Notice or services using ***to any other proposed Divestiture Transaction as to which Buyer and Seller (and their respective Affiliates and Representatives) had bona fide active discussions during the Negotiation Period (which discussions included pricing terms) and (ii) otherwise on terms more favorable in the aggregate to Seller or its applicable Affiliate, as applicable, than those last offered by Buyer (or its applicable Affiliates, or their respective Representatives) during the *** period following Negotiation Period, as applicable, as determined in good faith by the Restated Effective Dateboard of directors of Seller after consulting with its outside legal counsel and financial advisors. ThereafterNotwithstanding the foregoing, Immune Design nothing in this Section 5.6(a) shall have be deemed to prohibit Seller or any of its Affiliates from entering into a period of *** days to provide written notice to IDRI Divestiture Transaction that does not satisfy the condition set forth in the foregoing clause (i) with such Third Party (an “ID Notice” under this SectionAlternative ROFN Transaction”) that it desires to enter into if such Alternative ROFN Transaction was proposed by such Third Party during the course of negotiations for an exclusive license to such Results after Seller, any of Continuing Work in the designated portion (or all, as the case may be) of the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt of the ID Notice by IDRI, the Parties shall negotiate its Affiliates and/or their respective Representatives had proposed in good faith over a period of *** days (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to such Results Third Party a Divestiture Transaction that satisfied the conditions set forth in the foregoing clauses (i) and (ii); provided that, prior to consummating such Alternative ROFN Transaction or entering into any exclusivity arrangements or other definitive agreements with such Third Party in respect of Continuing Work in such fieldAlternative ROFN Transaction, it being understood that a drafting period Seller shall have provided reasonable advance notice to Buyer of up to an additional *** days the proposed Alternative ROFN Transaction (which shall not be less than 15 Business Days before Seller or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license agreement reflecting such principal terms. If the Parties are unable to reach agreement on such principal terms during the negotiation period, or if they are unable to reach agreement on such definitive license agreement during the drafting period, IDRI shall be free to negotiate and to any of its Affiliates enter into one any binding Contract or more nonexclusive licenses to Third Party(ies) arrangement with respect to such Results of Continuing Work Alternative ROFN Transaction), which notice shall describe the material terms and conditions thereof as existing at such time as such notice is provided to Buyer, and Seller shall have provided Buyer the right to participate, on a non-exclusive basis, in the Immune Design Exclusive Field good faith negotiations with Seller, its Affiliates and its and their respective Representatives regarding such Alternative ROFN Transaction. (b) If Seller or in the *** Field outside the IDRI Territory (as well as anywhere else in the Territory) that its applicable Affiliates do not provide for the grant of rights under such Results of Continuing Work as to indications consummate a Divestiture Transaction or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate an Alternative ROFN Transaction with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to such Results of Continuing Work, and IDRI shall not negotiate or enter into a license agreement with respect to such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third Party, Immune Design shall continue to have the right of first negotiation with respect to other Results of Continuing Work not so licensed to a Third Party in accordance with Section 5.6(a) within a period of [***] days after the end of the Negotiation Period and the ROFN Period has not then ended, each of Seller, its Affiliates and its and their respective Representatives shall immediately cease and cause to be terminated any and all existing negotiations with respect to any Divestiture Transaction, and refrain from entering into any further such negotiations or consummating any Divestiture Transactions with a Third Party unless Seller, its Affiliates and its and their respective Representatives first comply in full with each provision of this Section 45.6. (c) The Parties agree that this Section 5.6 expresses the Parties’ interests in commencing discussions regarding a Divestiture Transaction and is not intended to, and does not, create any legally binding obligation on either Party (or any of their respective Affiliates) to agree in principle or enter into a definitive agreement with respect to, or to consummate, a Divestiture Transaction (or any part thereof). (d) Seller understands that a breach of this Section 5.6 by Seller may cause Buyer irreparable harm which may not be adequately compensated by money damages. Accordingly, in the event of an existing breach or threatened breach by Seller of this Section 5.6, Buyer will be entitled to injunctive or other equitable relief to enforce the provisions hereof, without any requirement to post a bond or other security, in addition to such other remedies to which Buyer may be entitled, including the recovery of money damages.

Right of First Negotiation. In addition to (a) Following the license stated in Section 2.1(f)public announcement (the “Public Announcement”) by ▇▇▇▇▇▇▇▇ of the achievement of the primary endpoint and topline clinical data and results of the NEPHRO CRRT clinical study for its product candidate ▇▇▇▇▇, Immune Design CorMedix shall have an exclusive the right for sixty (60) days thereafter (“Exclusivity Period”) to negotiate exclusively with Talphera (the “Right of first negotiation as described in this Section First Negotiation”) with respect to the grant an acquisition of an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions with a Third Party to license one hundred percent (other than with respect to products containing *** or services using ***100%) any Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication capital stock and territory other equity interests of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI shall not provide such notice or enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect to products containing *** or services using ***) during the *** period following the Restated Effective Date. Thereafter, Immune Design shall have a period of *** days to provide written notice to IDRI Talphera (an “ID Notice” under this Section) Acquisition Transaction”). During the Exclusivity Period, ▇▇▇▇▇▇▇▇ agrees that it desires to enter into negotiations for shall not engage in discussions with any other third party about an Acquisition Transaction, a sale or exclusive license to such Results of Continuing Work in the designated portion (all or all, as the case may be) substantially all of the Immune Design Exclusive Field assets of Talphera or in any similar transaction. If after conducting good faith negotiations during the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt of the ID Notice by IDRIExclusivity Period, the Parties shall negotiate in good faith over a period of *** days (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license agreement reflecting such principal terms. If the Parties parties are unable to reach agreement on such principal terms during the negotiation period, or if they are unable to reach agreement on such a definitive license agreement during the drafting period, IDRI shall be free to negotiate and to enter into one or more nonexclusive licenses to Third Party(ies) with respect to such Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (as well as anywhere else in the Territory) that do not provide for the grant of rights under such Results of Continuing Work as to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to such Results of Continuing Work, and IDRI shall not negotiate or enter into a license agreement with respect to an Acquisition Transaction, Talphera shall not, for a period of nine (9) months from the date of the Public Announcement enter into a definitive agreement or binding arrangement with a third party with respect to an Acquisition Transaction or similar transaction on financial terms less favorable (in the good faith determination of the board of directors of Talphera) than those offered in writing by CorMedix during the Exclusivity Period (if any) without the written consent of CorMedix, which consent shall not be unreasonably withheld, delayed or conditioned. (b) The rights and obligations of the parties hereunder shall terminate upon the earlier of: (i) ▇▇▇▇▇▇▇▇’s public announcement of the termination of the NEPHRO CRRT clinical study for any reason prior to the achievement of the study’s primary endpoint and (ii) December 31, 2027. Unless and until a definitive agreement has been duly executed and entered into between the parties with respect to an Acquisition Transaction, this Right of First Negotiation shall not confer any rights or obligations on the parties to enter into such Results an agreement or otherwise consummate such transaction. (c) Notwithstanding anything to the contrary contained herein, the rights and obligations contained in this Section 4.15 shall not be assignable by either party. All questions concerning the construction, validity, enforcement and interpretation of Continuing Work without again affording Immune Design the first right Right of negotiation First Negotiation shall be governed by and construed and enforced in accordance with this Section 4. For claritythe internal laws of the State of Delaware, if IDRI enters into a license agreement for Results without regard to the principles of Continuing Work with a Third Party, Immune Design shall continue to have the right conflicts of first negotiation with respect to other Results of Continuing Work not so licensed to a Third Party in accordance with this Section 4law thereof.