Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. In the event that (a) Licensor or any Ex-Territory Sublicensee incorporates any Company Tech Transfer Materials into any regulatory filing related to a Product in the Field outside of the Territory pursuant to Section 2.6 and (b) Licensor wishes to sell or license its rights with respect to such Product in the Field in any jurisdiction outside of the Territory (provided that, for the avoidance doubt, Licensor shall not be permitted to sell, license, assign or otherwise transfer any of its rights with respect to Company Tech Transfer Materials unless otherwise permitted under this Agreement), Licensor shall, and hereby does, grant to Company and its Affiliates an exclusive and sole right of first option (the “Exclusive Option”), at Company’s election, to acquire or license such rights in such jurisdiction upon such terms as may be mutually agreed upon by the Parties in writing (the “Ex-Territory Rights Agreement”). Licensor shall promptly notify Company in writing of the occurrence of the events in clauses (a) and (b) triggering the Exclusive Option and Company shall have a period of [***] following such notice to provide Licensor with written notice identifying Company’s desire to exercise the Exclusive Option with a proposal of the terms to acquire or license such rights (the “Option Exercise Notice”). For a period of [***] thereafter (the “Terms Sheet Negotiation Period”), the Parties shall negotiate the terms sheet for the Ex-Territory Rights Agreement in good faith (the “Ex-Territory Rights Terms Sheet”). Upon execution of the Ex-Territory Rights Terms Sheet, the Parties shall negotiate in good faith the Ex-Territory Rights Agreement. In the event (i) Company fails to provide the Option Exercise Notice prior to the foregoing [***] period, (ii) the Parties are unable to execute the Ex-Territory Rights Terms Sheet within the Terms Sheet Negotiation Period, or (iii) the Parties fail to enter into and execute the Ex-Territory Rights Agreement within the later of (x) [***] following the execution of the Ex-Territory Rights Terms Sheet and (y) [***] following Company’s delivery of the Option Exercise Notice, Licensor shall be free to solicit and negotiate a transaction with one (1) or more Third Parties (a “Third Party Transaction”); provided, however, that Licensor shall not enter into a Third Party Transaction on terms and conditions that, in the aggregate, are less favorable to Licensor than the terms last proposed by Company without first bringing such terms to Company. Company shall have a period of [***] to notify Licensor if it will match such terms and provide Licensor written notice exercising such right. Following Licensor’s receipt of such written notice, the Parties will negotiate for a period of up to [***] (or such longer period as may be mutually agreed upon by the Parties) to execute an Ex-Territory Rights Agreement containing such terms.

Right of First Negotiation. In the event that (a) Licensor or any Ex-Territory Sublicensee incorporates any Company Tech Transfer Materials into any regulatory filing related to a Product in the Field outside of the Territory pursuant to Section 2.6 and (b) Licensor wishes to sell or license its rights with respect to such Product in the Field in any jurisdiction outside of the Territory (provided that, for the avoidance doubt, Licensor shall not be permitted to sell, license, assign or otherwise transfer any of its rights with respect to Company Tech Transfer Materials unless otherwise permitted under this Agreement), Licensor shall, and hereby does, grant to Company and its Affiliates an exclusive and sole right of first option Upon Licensee’s written request (the “Exclusive OptionLicensee Notice”) at any time during the ROFN Period (as defined below), at Company’s election, to acquire or license such rights in such jurisdiction upon such terms as may be mutually agreed upon by the Parties in writing (the “Ex-Territory Rights Agreement”). Licensor shall promptly notify Company in writing of the occurrence of the events in clauses (a) and (b) triggering the Exclusive Option and Company shall have a period of [***] following such notice to provide Licensor with written notice identifying Company’s desire to exercise the Exclusive Option with a proposal of the terms to acquire or license such rights (the “Option Exercise Notice”). For a period of [***] thereafter (the “Terms Sheet Negotiation Period”), the Parties shall negotiate the terms sheet for the Ex-Territory Rights Agreement in good faith (the “Ex-Territory Rights Terms Sheet”). Upon execution of the Ex-Territory Rights Terms Sheet, the Parties shall negotiate in good faith the Ex-Territory Rights Agreement. In the event (i) Company fails to provide the Option Exercise Notice prior to the foregoing [***] period, (ii) the Parties are unable to execute the Ex-Territory Rights Terms Sheet within the Terms Sheet Negotiation Period, or (iii) the Parties fail to enter into and execute the Ex-Territory Rights Agreement within the later of (x) [***] following the execution of the Ex-Territory Rights Terms Sheet and (y) [***] following Company’s delivery of the Option Exercise Notice, Licensor shall be free to solicit and negotiate a transaction with one (1) or more Third Parties (a “Third Party Transaction”); provided, however, that Licensor shall not enter into a Third Party Transaction on terms and conditions that, in the aggregate, are less favorable to Licensor than the terms last proposed by Company without first bringing such terms to Company. Company shall have a period of [***] to notify Licensor if it will match such terms and provide Licensor written notice exercising such right. Following Licensor’s receipt of such written notice, the Parties will negotiate for a period of up to [***] ** after Company receives the Licensee Notice (or such longer period as the Parties may mutually agree), the Parties shall, in good faith, exclusively negotiate the commercially reasonable terms and conditions under which the non-exclusive license granted in Section ‎2.1(b) would be mutually agreed upon by converted to an exclusive license with respect to (i) one or more fields or indications (excluding the PartiesCompany Primary Field) and/or (ii) one or more Licensee Products (excluding the Lead Company Product). In the event that the Parties fail to execute a definitive agreement (or amendment) relating to such field(s) or indication(s) and/or product(s) within such period, then License’s rights with respect to such field(s) or indication(s) and/or products shall continue to be non-exclusive, and Licensee’s negotiation rights with respect to such field(s) or indication(s) and/or products shall lapse. (b) Upon Company’s written request (the “Company Notice”) at any time during the ROFN Period, and for a period of ***** after Licensee receives the Company Notice (or such longer period as the Parties may mutually agree), the Parties shall, in good faith, exclusively negotiate the commercially reasonable terms and conditions under which the non-exclusive license granted in Section ‎2.2(b) would be converted to an Exexclusive license with respect to (i) one or more fields or indications (excluding the Licensee Primary Field) and/or (ii) one or more Licensee Products (excluding the Lead Licensee Product). In the event that the Parties fail to execute a definitive agreement (or amendment) relating to such field(s) or indication(s) and/or product(s) within such period, then Company’s rights with respect to such field(s) or indication(s) and/or products shall continue to be non-Territory Rights Agreement containing exclusive, and Company’s negotiation rights with respect to such termsfield(s) or indication(s) and/or products shall lapse. (c) For purposes of this Section ‎2.6, “ROFN Period” means the period commencing upon the Effective Date and ending ***** after the effectiveness of a Change of Control of either Party.

Right of First Negotiation. In the event that [***]. (a) Licensor or any Ex-Territory Sublicensee incorporates any Company Tech Transfer Materials into any regulatory filing related to a Product For clarity, this Section 3.10.3 (Right of First Negotiation – [***]) shall not limit, and shall be in the Field outside addition to, AstraZeneca’s right of the Territory pursuant to first negotiation described in Section 2.6 and 3.10.2 (Right of First Negotiation – Subject Products). (b) Licensor wishes to sell or license its rights with respect to such Product in the Field in any jurisdiction outside Without limiting Section 3.10.1 (AstraZeneca Rights of the Territory (provided that, for the avoidance doubt, Licensor shall not be permitted to sell, license, assign or otherwise transfer any of its rights with respect to Company Tech Transfer Materials unless otherwise permitted under this AgreementNegotiation—In General), Licensor shall, and hereby does, grant to Company and its Affiliates an exclusive and sole right of first option (the “Exclusive Option”), at Company’s election, to acquire or license such rights in such jurisdiction upon such terms as may be mutually agreed upon by the Parties in writing (the “Ex-Territory Rights Agreement”). Licensor shall promptly notify Company in writing of the occurrence of the events in clauses (a) and (b) triggering the Exclusive Option and Company shall have a period of Subject Product/[***] following such notice Notice delivered with respect to provide Licensor with written notice identifying Company’s desire to exercise the Exclusive Option with a proposal of the terms to acquire or license such rights (the “Option Exercise Notice”). For a period of [***] thereafter shall also include: (the “Terms Sheet Negotiation Period”)i) [***]. AstraZeneca will have an exclusive right, the Parties shall negotiate the terms sheet for the Ex-Territory Rights Agreement in good faith (the “Ex-Territory Rights Terms Sheet”). Upon execution exercisable no later than [***] after receipt of the Ex-Territory Rights Terms Sheetany such written notice from Cellectis, the Parties shall to notify Cellectis of AstraZeneca’s desire to negotiate in good faith the Ex-Territory Rights Agreement. In the event for rights to Exploit [***] (ieach, a “[***]”). (c) Company fails If AstraZeneca provides such [***] to provide the Option Exercise Notice prior to the foregoing Cellectis within such [***] period, (ii) then AstraZeneca will have the Parties are unable to execute the Ex-Territory Rights Terms Sheet within the Terms Sheet Negotiation Periodexclusive right, or (iii) the Parties fail to enter into and execute the Ex-Territory Rights Agreement within the later of (x) for [***] following from the execution date of Cellectis’s receipt of the Ex-Territory Rights Terms Sheet and (y) [***] following Company’s delivery (as such period may be extended by the Parties’ agreement), to negotiate with Cellectis a definitive license agreement setting forth the terms of a license to Exploit [***]. (d) If: (i) AstraZeneca does not provide the Option Exercise Notice[***] to Cellectis within such [***] period; or (ii) AstraZeneca and Cellectis do not enter into a definitive license agreement within such [***] negotiation period (as such period may be extended by the Parties’ agreement) after having conducted such negotiations in good faith, Licensor shall then, in each case ((i) and (ii)), Cellectis will be free to solicit enter into negotiations and negotiate a transaction an agreement with one (1) or more Third Parties (a “Third Party Transaction”); providedrelating to any transfer, howeverassignment, that Licensor shall not enter into a Third Party Transaction on terms and conditions thatlicense, in the aggregate, are less favorable to Licensor than the terms last proposed by Company without first bringing such terms to Company. Company shall have a period or other disposition of [***] to notify Licensor if it will match such terms and provide Licensor written notice exercising such right. Following Licensor’s receipt of such written notice, the Parties will negotiate for a period of up rights with respect to [***] without further obligation to AstraZeneca with respect thereto (or and, for clarity, the entry and performance of such longer period as may be mutually agreed upon by the Parties) agreement would not constitute a breach of Section 3.9 (Competing Product Exclusivity)); provided, that Cellectis and its Affiliates shall not enter into any such agreement with any Third Party with respect to execute an Ex-Territory Rights Agreement containing such terms[***] on terms [***].

Right of First Negotiation. In the event that SHPI elects to (ai) Licensor or offer to sell to any Ex-Territory Sublicensee third party any new product that incorporates any Company Tech Transfer Materials into intellectual property solely owned by SHPI pursuant to Section 5.4 and that is an improvement of, or otherwise related to, the Products ("New Products") in the Field, or (ii) offer to license to any regulatory filing related third party the right to a manufacture and sell any New Product in the Field outside Field, SHPI shall notify Tyco Healthcare of its intent. Tyco Healthcare shall have the Territory pursuant option, at its discretion, to Section 2.6 and (b) Licensor wishes to sell purchase such New Products in the Field, or license its rights with respect the right to manufacture and sell such Product New Products in the Field in any jurisdiction outside of the Territory (provided thatField, for the avoidance doubtfrom SHPI, Licensor shall not be permitted to sellon an exclusive basis, license, assign or otherwise transfer any of its rights with respect to Company Tech Transfer Materials unless otherwise permitted under this Agreement), Licensor shallat a price, and hereby doeson other terms, grant mutually acceptable to Company SHPI and its Affiliates an exclusive and sole right of first option (the “Exclusive Option”), at Company’s election, to acquire or license such rights in such jurisdiction upon such terms as may be mutually agreed upon by the Parties in writing (the “Ex-Territory Rights Agreement”)Tyco Healthcare. Licensor shall promptly notify Company in writing of the occurrence of the events in clauses (a) and (b) triggering the Exclusive Option and Company shall have a period of [***] following such notice to provide Licensor with written notice identifying Company’s desire If Tyco Healthcare elects to exercise the Exclusive Option with a proposal of the terms to acquire or license such rights (the “Option Exercise Notice”). For a period of [***] thereafter (the “Terms Sheet Negotiation Period”)option, the Parties shall negotiate the terms sheet for the Ex-Territory Rights Agreement in good faith (the “Ex-Territory Rights Terms Sheet”). Upon execution of the Ex-Territory Rights Terms Sheet, the Parties SHPI and Tyco Healthcare shall negotiate in good faith the Ex-Territory Rights Agreement. In the event (i) Company fails appropriate amendments to provide the Option Exercise Notice prior to the foregoing [***] period, (ii) the Parties are unable to execute the Ex-Territory Rights Terms Sheet within the Terms Sheet Negotiation Period, or (iii) the Parties fail to enter into and execute the Ex-Territory Rights this Agreement within the later of (x) [***] following the execution of the Ex-Territory Rights Terms Sheet and (y) [***] following Company’s delivery of the Option Exercise Notice, Licensor shall be free to solicit and negotiate a transaction with one (1) or more Third Parties (a “Third Party Transaction”); provided, however, that Licensor shall not enter into a Third Party Transaction on terms and conditions that, in the aggregate, are less favorable to Licensor than the terms last proposed by Company without first bringing such terms to Company. Company shall have a period of [***] to notify Licensor if it will match such terms and provide Licensor written notice exercising such right. Following Licensor’s receipt of such written notice, the Parties will negotiate and/or an appropriate license agreement for a period of up ninety (90) days after SHPI's receipt of Tyco Healthcare's notice exercising such option (the "Negotiation Period"). If the parties, acting in good faith, are unable to [agree upon mutually acceptable terms and conditions to such amendment or license prior to the expiration of the Negotiation Period, SHPI shall be permitted to thereafter offer to sell New Products, or license the right to manufacture New Products in the Field, to any third party. _______________ The "***] (or such longer period as may be mutually agreed upon by " marks the Parties) location of information that has been omitted and filed separately with the Securities and Exchange Commission pursuant to execute an Ex-Territory Rights Agreement containing such termsa request for confidential treatment.

Right of First Negotiation. In The Company hereby grants ▇▇▇ ▇▇▇▇▇ and Company a right of first negotiation (the event that (a“Right of First Negotiation”) Licensor or any Ex-Territory Sublicensee incorporates any Company Tech Transfer Materials into any regulatory filing related to a Product in the Field outside of the Territory pursuant to Section 2.6 and (b) Licensor wishes to sell or license its rights with respect to such Product in the Field in any jurisdiction outside of the Territory (provided thatproposed merger, for the avoidance doubtacquisition, Licensor shall not be permitted to sell, exclusive license, assign or otherwise transfer exclusive commercialization rights related to the Company or its assets. The Company shall promptly notify ▇▇▇ ▇▇▇▇▇ and Company and any representative of ▇▇▇ ▇▇▇▇▇ and Company serving on the Board of Directors of its rights with respect intent to Company Tech Transfer Materials unless otherwise permitted under this Agreement), Licensor shall, and hereby does, grant to Company and its Affiliates enter into any particular form of such an exclusive and sole right of first option arrangement (the “Exclusive Option”), at Company’s election, to acquire or license such rights in such jurisdiction upon such terms as may be mutually agreed upon by the Parties in writing (the “Ex-Territory Rights Agreement”). Licensor shall promptly notify Company in writing of the occurrence of the events in clauses (a) and (b) triggering the Exclusive Option and Company shall have a period of [***] following such notice to provide Licensor with written notice identifying Company’s desire to exercise the Exclusive Option with a proposal of the terms to acquire or license such rights (the “Option Exercise Negotiation Notice”). For Unless ▇▇▇ ▇▇▇▇▇ notifies the Company in writing that it has no interest in such an arrangement (a “Discussion Termination Notice”), the parties shall use commercially reasonable efforts to negotiate, in good faith, the terms of such an arrangement with ▇▇▇ ▇▇▇▇▇ and Company for a period to expire on the date that is 60 days after the confirmed receipt of the Negotiation Notice (a “Discussion Period”), and the Company shall not enter into any such arrangement with any third party during such Discussion Period. After the end of the Discussion Period, if the Company and ▇▇▇ ▇▇▇▇▇ have not reached an agreement, the Company shall be free to enter into such arrangement with any third party, provided that for a period of [***] thereafter six months following the expiration of the Discussion Period (the “Terms Sheet Negotiation Third Party Transaction Period”), the Parties Company may not enter into any such transaction with a third party without first offering the terms of such transaction to ▇▇▇ ▇▇▇▇▇ and Company. The Company shall be entitled, after the Discussion Period and during the Third Party Transaction Period, to discuss and negotiate the terms sheet for the Ex-Territory Rights Agreement in good faith (the “Ex-Territory Rights Terms Sheet”of any such arrangement with any third party(ies). Upon execution The Right of First Negotiation shall survive until the Ex-Territory Rights Terms Sheet, the Parties shall negotiate in good faith the Ex-Territory Rights Agreement. In the event earlier of (i) Company fails termination pursuant to provide the Option Exercise Notice prior to the foregoing [***] period, Section 5.18 or (ii) on an asset-by-asset basis, the Parties are unable to execute the Ex-Territory Rights Terms Sheet within the Terms Sheet Negotiation Period, or (iii) the Parties fail to enter into and execute the Ex-Territory Rights Agreement within the later consummation of (x) [***] following the execution of the Ex-Territory Rights Terms Sheet and (y) [***] following Company’s delivery of the Option Exercise Notice, Licensor shall be free to solicit and negotiate a transaction with one (1) or more Third Parties (a “Third Party Transaction”); provided, however, that Licensor shall not enter into a Third Party Transaction on terms and conditions that, in the aggregate, are less favorable third party pursuant to Licensor than the terms last proposed by Company without first bringing such terms to Company. Company shall have a period of [***] to notify Licensor if it will match such terms and provide Licensor written notice exercising such right. Following Licensor’s receipt of such written notice, the Parties will negotiate for a period of up to [***] (or such longer period as may be mutually agreed upon by the Parties) to execute an Ex-Territory Rights Agreement containing such termsthis Section 5.11.

Right of First Negotiation. In (i) Subject to the terms and conditions specified in this Section 7(c), and except in connection with the Ad-Line Acquisition, in the event that (a) Licensor the Company or any Ex-Territory Sublicensee incorporates any Company Tech Transfer Materials into any regulatory filing related to of its subsidiaries considers a Product in the Field outside of the Territory transaction pursuant to Section 2.6 and which it would (bA) Licensor wishes to offer or sell any debt securities or license its any rights with respect to such Product in the Field in any jurisdiction outside debt securities of the Territory (provided that, for the avoidance doubt, Licensor shall not be permitted to sell, license, assign Company or otherwise transfer any of its rights with respect subsidiaries, (B) enter into any merger, consolidation, share exchange, business combination, or similar transaction, including an acquisition of assets (including pursuant to Company Tech Transfer Materials unless otherwise permitted under this Agreementa license), Licensor shallin which the Company will issue, sell, transfer or otherwise convey 30% or more of its issued and hereby doesoutstanding capital stock or (C) enter into any sale, grant to Company lease, exchange, mortgage, pledge, transfer or other disposition of 15% or more of its issued and its Affiliates an exclusive and sole right outstanding capital stock or assets as part of first option a capital raising transaction (the each, a “Exclusive Option”), at Company’s election, to acquire or license such rights in such jurisdiction upon such terms as may be mutually agreed upon by the Parties in writing (the “Ex-Territory Rights Agreement”). Licensor shall promptly notify Company in writing of the occurrence of the events in clauses (a) and (b) triggering the Exclusive Option and Company shall have a period of [***] following such notice to provide Licensor with written notice identifying Company’s desire to exercise the Exclusive Option with a proposal of the terms to acquire or license such rights (the “Option Exercise Notice”). For a period of [***] thereafter (the “Terms Sheet Negotiation PeriodMaterial Transaction”), the Parties shall negotiate Company will first notify Investor and will not proceed with any such Material Transaction unless and until it has complied with the terms sheet for provisions of this Section 7(c); provided, that this Section 7(c) will not apply to any permitted issuance of options (or shares of capital stock pursuant to the Ex-Territory Rights Agreement in good faith exercise of such options) of the Company described by Section 3.2(i) of the Certificate of Designations. (ii) The Company will deliver to Investor a written notice of its bona fide intention to initiate a Material Transaction (the “Ex-Territory Rights Terms SheetNotice”) stating (A) the general nature of the potential Material Transaction and (B) the expected material terms of the Material Transaction (to the extent then determined by the Company), including, but not limited to, price, conditions, terms and time period to close the Material Transaction. (iii) By written notification received by the Company, within ten days after Investor’s receipt of the Notice, Investor may elect to require the Company to enter into exclusive negotiations with Investor regarding the potential Material Transaction described in the Notice (the “Noticed Transaction”). Upon execution of the Ex-Territory Rights Terms Sheet, the Parties shall negotiate in good faith the Ex-Territory Rights Agreement. In the event (i) Company fails to If Investor does not provide the Option Exercise Notice prior such written notice to the foregoing [***] period, (ii) the Parties are unable to execute the Ex-Territory Rights Terms Sheet Company within the Terms Sheet Negotiation Periodtime period prescribed above, or (iiiInvestor shall have no further rights under this Section 7(c) with respect to the Parties fail to enter into Noticed Transaction, and execute the Ex-Territory Rights Agreement within the later of (x) [***] following the execution of the Ex-Territory Rights Terms Sheet and (y) [***] following Company’s delivery of the Option Exercise Notice, Licensor Company shall be free to solicit negotiate and negotiate consummate a transaction with one Material Transaction of the type described in the Notice (1) or more Third Parties (a “Third Party Transaction”); provided, however, that Licensor shall not enter into a Third Party Transaction without limitation on the terms and conditions thatthereof) with one or more third parties. (iv) If Investor validly elects to exercise its right of first negotiation with respect to the Noticed Transaction pursuant to this Section 7(c), in the aggregatethen, are less favorable to Licensor than the terms last proposed by Company without first bringing such terms to Company. Company shall have a period of [***] to notify Licensor if it will match such terms and provide Licensor written notice exercising such right. Following Licensor’s receipt of such written notice, the Parties will negotiate for a period of up to [***] 10 days following such election by Investor, the parties shall negotiate in good faith regarding the terms upon which they may enter into the Noticed Transaction. (v) If, at the end of such 10-day period, the parties have not reached mutual agreement with regard to such terms as evidenced by a fully written, executed and delivered definitive agreement with respect to the Noticed Transaction and have not agreed to extend the exclusivity period for continued negotiations, Investor shall have no further rights under this Section 7(c) with respect to the Noticed Transaction, and the Company shall be free to negotiate and consummate a Material Transaction of the type described in the Notice (without limitation on the terms and conditions thereof) with one or more third parties, subject to the other provisions of this Agreement and the Certificate of Designations. The failure to approve or execute an agreement regarding the terms of a Material Transaction shall not constitute a breach of this Agreement by either party. (vi) If the Company does not enter into an agreement with a third party for a Material Transaction of the type described in a Notice within six months following the end of the applicable 10-day period described above (or any extension thereof), or if such longer period as agreement is not consummated within 180 days after the execution thereof, the right of first negotiation provided pursuant to this Section 7(c) will be deemed to be revived and applicable to such potential Material Transaction. (vii) The right of first negotiation set forth in this Section 7(c) may not be mutually agreed upon assigned or transferred except that such right is assignable by Investor to any Affiliate of Investor. (viii) The provisions of this Section 7(c) will commence on the Parties) to execute an ExClosing Date and terminate on the 18-Territory Rights Agreement containing such termsmonth anniversary of the Closing Date.

Right of First Negotiation. In 17.1 Right of first negotiation in favour of Distributor 17.1.1 Subject to Clauses 17.3 and 18.7, during the Term, in the event that Company or any of its Affiliates desires to grant any person, other than the Company or its Affiliates, any rights (whether by license or asset sale, but specifically excluding any proposed Sale Transaction) to commercialise any or all of the products of Company or any of its Affiliates in the ▇▇▇▇▇▇▇▇ Group (but excluding Huadong Medicine Company Ltd. and/or Huadong Medicine Aesthetics Investment (HongKong) Limited) in country(ies) in the Territory (‘Territory Rights’), Company shall provide Distributor with written notice thereof, specifying the applicable product(s) with respect to which it proposes to grant Territory Rights (each, a ‘Company Offered Product’) and the country(ies) in the Territory in which Company or its Affiliate proposes to grant such Territory Rights (the ‘Company Offered Country(ies)’), and hereby grants Distributor the right of first negotiation to obtain Territory Rights with respect to the Company Offered Product(s) in the Company Offered Country(ies) (collectively, the ‘Offered Territory Rights’) in accordance with this Clause 17.1. For clarity, Distributor’s right of first negotiation with respect to any Offered Territory Rights under this Clause 17.1 applies to such Offered Territory Rights in their entirety – i.e., all (and not less than all) of the applicable Company Offered Products in all (and not less than all) of the applicable Company Offered Country(ies). 17.1.2 Distributor shall within thirty (30) days after receipt of such notice notify Company in writing either that (a) Licensor Distributor is interested in negotiating for such Offered Territory Rights or any Ex-Territory Sublicensee incorporates any Company Tech Transfer Materials into any regulatory filing related to a Product in the Field outside of the Territory pursuant to Section 2.6 and (b) Licensor wishes to sell or license Distributor has no interest and therefore rejects its rights with respect to such Product in the Field in any jurisdiction outside of the Territory (provided that, for the avoidance doubt, Licensor shall not be permitted to sell, license, assign or otherwise transfer any of its rights with respect to Company Tech Transfer Materials unless otherwise permitted under this Agreement), Licensor shall, and hereby does, grant to Company and its Affiliates an exclusive and sole right of first option negotiation to obtain such Offered Territory Rights. If Distributor notifies Company within thirty (the “Exclusive Option”), at Company’s election, 30) days that Distributor desires to acquire or license negotiate for such rights in such jurisdiction upon such terms as may be mutually agreed upon by the Parties in writing (the “Ex-Offered Territory Rights Agreement”). Licensor shall promptly notify Company in writing of the occurrence of the events in clauses (a) and (b) triggering the Exclusive Option and Company shall have a period of [***] following such notice to provide Licensor with written notice identifying Company’s desire to exercise the Exclusive Option with a proposal of the terms to acquire or license such rights (the “Option Exercise Notice”). For a period of [***] thereafter (the “Terms Sheet Negotiation Period”), the Parties shall negotiate the terms sheet for the Ex-Territory Rights Agreement in good faith (the “Ex-Territory Rights Terms Sheet”). Upon execution of the Ex-Territory Rights Terms SheetRights, the Parties shall negotiate in good faith for up to ninety (90) days from such notification regarding the Ex-terms pursuant to which Company would grant such Offered Territory Rights Agreementto Distributor. Failure by Distributor to give notice of its interest or lack of interest in negotiating for such Offered Territory Rights within thirty (30) days after receipt of written notice from Company as described in the first sentence of this Clause 17.1 shall be deemed to constitute a waiver by the Distributor of its right of first negotiation with respect to such Offered Territory Rights. In addition, failure of the event (i) Company Parties to agree within such 90-day negotiation period shall be deemed to constitute rejection by Distributor of such Offered Territory Rights, subject to Clause 17.1.3. 17.1.3 If Distributor waives or otherwise fails to provide the Option Exercise Notice prior exercise its right of first negotiation with respect to the foregoing [***] period, (ii) the Parties are unable to execute the Ex-such Offered Territory Rights Terms Sheet within the Terms Sheet Negotiation PeriodRights, or (iii) if the Parties fail to enter into and execute the Exagree within such 90-Territory Rights Agreement within the later of (x) [***] following the execution of the Ex-Territory Rights Terms Sheet and (y) [***] following Company’s delivery of the Option Exercise Noticeday negotiation period, Licensor then Company shall be free to solicit grant such Offered Territory Rights in their entirety – i.e., all (and negotiate a transaction not less than all) of the applicable Company Offered Products in all (and not less than all) of the applicable Company Offered Country(ies) – to any third party, and Distributor shall have no further rights with one (1) or more Third Parties (a “Third Party Transaction”)respect to such Offered Territory Rights; provided, however, that Licensor that: (a) if Distributor had exercised its right of first negotiation with respect to such Offered Territory Rights but the Parties failed to reach agreement within the 90-day negotiation period, then: (i) during the 12-month period beginning on the expiration of such negotiation period, Company shall not grant such Offered Territory Rights to any third party on terms more favourable to such third party than those offered to Distributor without first offering such Offered Territory Rights to Distributor on such more favourable terms for a period of thirty (30) days; and (ii) if Company does not enter into a Third Party Transaction on terms definitive agreement with a third party for the grant of such Offered Territory Rights before the expiration of such 12-month period, then such Offered Territory Rights shall again become subject to this Clause 17.1; and (b) whether or not Distributor exercised its right of first negotiation with respect to such Offered Territory Rights, if Company makes any modification to such Offered Territory Rights (i.e., adding or removing a product from the Company Offered Products and/or a country from the Company Offered Country(ies)) and conditions thatdesires to grant any person, in the aggregate, are less favorable to Licensor other than the terms last proposed by Company without first bringing or its Affiliates, any rights to such terms to Company. Company shall have a period of [***] to notify Licensor if it will match such terms and provide Licensor written notice exercising such right. Following Licensor’s receipt of such written notice, the Parties will negotiate for a period of up to [***] (or such longer period as may be mutually agreed upon by the Parties) to execute an Ex-Offered Territory Rights Agreement containing as so modified, such termsOffered Territory Rights as so modified shall be subject to this Clause 17.1 to the same extent as were the original unmodified Offered Territory Rights.

Right of First Negotiation. In During the event that (a) Licensor or any Ex-Territory Sublicensee incorporates any Company Tech Transfer Materials into any regulatory Term, prior to filing related to a line extension with the EMA for a Product for use in the Field an indication outside of the Territory pursuant to Section 2.6 and Field (b) Licensor wishes to sell or license its rights with respect to such Product in the Field in any jurisdiction outside of the Territory (provided that, for the avoidance doubt, Licensor shall not be permitted to sell, license, assign or otherwise transfer any of its rights with respect to Company Tech Transfer Materials unless otherwise permitted under this Agreement), Licensor shall, and hereby does, grant to Company and its Affiliates an exclusive and sole right of first option (the “Exclusive OptionAdditional Indication”), at Company’s electionthe Licensor shall provide the Licensee with written notice (each, to acquire a “ROFN Notice”). Following receipt of a ROFN Notice, the Licensee shall have thirty days (30) (or license such rights in such jurisdiction upon such terms as may be mutually longer period agreed upon by the Parties in writing writing) (the “Ex-Territory Rights AgreementROFN Response Period”). Licensor shall promptly notify Company in writing of the occurrence of the events in clauses (a) and (b) triggering the Exclusive Option and Company shall have a period of [***] following such notice to provide Licensor with written notice identifying Companyexpressing its interest (“Notice of Interest”) in an exclusive license to such Product for use in the Additional Indication in the Territory and following the Licensor’s desire to exercise the Exclusive Option with a proposal receipt of the terms to acquire or license any such rights (the “Option Exercise Notice”). For a period Notice of [***] thereafter (the “Terms Sheet Negotiation Period”)Interest, the Parties shall negotiate the terms sheet for the Ex-Territory Rights Agreement in good faith (the “Ex-Territory Rights Terms Sheet”). Upon execution of the Ex-Territory Rights Terms Sheet, the Parties shall Licensor agrees to negotiate in good faith exclusively with the Ex-Territory Rights Agreement. In the event (i) Company fails to provide the Option Exercise Notice prior to the foregoing [***] period, (ii) the Parties are unable to execute the Ex-Territory Rights Terms Sheet within the Terms Sheet Negotiation Period, or (iii) the Parties fail to enter into and execute the Ex-Territory Rights Agreement within the later of (x) [***] following the execution of the Ex-Territory Rights Terms Sheet and (y) [***] following Company’s delivery of the Option Exercise Notice, Licensor shall be free to solicit and negotiate a transaction with one (1) or more Third Parties (a “Third Party Transaction”); provided, however, that Licensor shall not enter into a Third Party Transaction on terms and conditions that, in the aggregate, are less favorable to Licensor than the terms last proposed by Company without first bringing such terms to Company. Company shall have a period of [***] to notify Licensor if it will match such terms and provide Licensor written notice exercising such right. Following Licensor’s receipt of such written notice, the Parties will negotiate Licensee for a period of up to [***] ninety (90) days (or such longer period as may be mutually agreed upon by the PartiesParties in writing) (the “Negotiation Period”) regarding the terms and conditions for an exclusive license to execute such Product for use in the Additional Indication in the Territory. In the event the Licensee does not provide the Licensor with the Notice of Interest during the ROFN Response Period, or in the event that despite negotiations in good faith during the Negotiation Period, the Parties do not enter into an Ex-Territory Rights agreement governing the terms of such a license, notwithstanding anything the contrary under this Agreement containing such termsor any other Transaction Document, the Licensor shall be permitted to grant a license to, or enter into another arrangement with, a Third Party or otherwise exploit the Product for use in the Additional Indication in the Field, without further obligation to the Licensee under this Section 2.6 or any other Transaction Document.

Right of First Negotiation. (i) CBMG hereby grants to Novartis the exclusive right of first negotiation, as set forth in this Section 2.5(b), with respect to: [***]. (ii) During the Term, CBMG shall not, and shall cause its Affiliates, licensees, and sublicensees not to, directly or indirectly: (A) license, transfer, sell, or otherwise grant to any Third Party any right to Develop, Manufacture, or Commercialize any CBMG Other CART in the Field; or (B) enter into a definitive agreement providing for a transaction or series of transactions that would constitute a Change of Control of CBMG (collectively, the “Restricted Activities”) without first complying with this Section 2.5(b). In the event that CBMG wishes to conduct any Restricted Activities, CBMG shall notify Novartis in writing, such notice to be accompanied by the proposed scope of the Restricted Activities it wishes to conduct (a) Licensor or any Ex-Territory Sublicensee incorporates any Company Tech Transfer Materials into any regulatory filing related to a Product such notice and accompanying information, the “ROFN Notice” and such Restricted Activities set forth in the Field outside of the Territory pursuant to Section 2.6 and (b) Licensor wishes to sell or license its rights with respect to such Product in the Field in any jurisdiction outside of the Territory (provided thatROFN Notice, for the avoidance doubt, Licensor shall not be permitted to sell, license, assign or otherwise transfer any of its rights with respect to Company Tech Transfer Materials unless otherwise permitted under this Agreement), Licensor shall, and hereby does, grant to Company and its Affiliates an exclusive and sole right of first option (the “Exclusive Option”), at Company’s election, to acquire or license such rights in such jurisdiction upon such terms as may be mutually agreed upon by the Parties in writing (the “Ex-Territory Rights AgreementROFN Activities”). Licensor shall promptly notify Company in writing of the occurrence of the events in clauses (a) and (b) triggering the Exclusive Option and Company Novartis shall have a period of [***] following such notice from the date on which it receives the ROFN Notice to provide Licensor with written notice identifying Company’s desire notify CBMG whether Novartis wishes to exercise its right of first negotiation with respect to the Exclusive Option with a proposal ROFN Activities. Upon CBMG’s receipt of such notice, the terms to acquire or license such rights (the “Option Exercise Notice”). For Parties shall enter into exclusive, good-faith negotiations for a period of no longer than [***] thereafter from CBMG’s receipt of such notice (unless extended upon agreement of the “Terms Sheet Negotiation Period”), the Parties shall negotiate Parties) regarding the terms sheet for and conditions of an agreement granting Novartis rights to conduct the Ex-Territory Rights Agreement in good faith ROFN Activities. (iii) If, with respect to any ROFN Activities: [***], CBMG shall be permitted to undertake the “Ex-Territory Rights Terms Sheet”proposed ROFN Activities without again complying with this Section 2.5(b). Upon execution of the Ex-Territory Rights Terms Sheet; provided, the Parties that CBMG shall negotiate in good faith the Ex-Territory Rights Agreement. In the event (i) Company fails to provide the Option Exercise Notice prior to the foregoing not, during such [***] period, (ii) the Parties are unable to execute the Ex-Territory Rights Terms Sheet within the Terms Sheet Negotiation Periodlicense, transfer, sell, or otherwise grant (iiior offer to do any of the foregoing) the Parties fail to enter into and execute the Ex-Territory Rights Agreement within the later of (x) a Third Party [***] following the execution ]. For purposes of the Ex-Territory Rights Terms Sheet and (y) this Section 2.5(b)(iii), [***] following Company’s delivery of ]. In the Option Exercise Noticeevent that CBMG does not, Licensor shall be free for any reason, grant rights to solicit and negotiate a transaction with one (1) or more Third Parties (a “such Third Party Transaction”); provided, however, that Licensor shall not enter into a Third Party Transaction on terms and conditions that, in the aggregate, are less favorable with respect to Licensor than the terms last proposed by Company without first bringing such terms to Company. Company shall have a period of ROFN Activities within [***] ], then CBMG shall not be permitted to notify Licensor if it will match grant rights to any Third Party to conduct such terms and provide Licensor written notice exercising such right. Following Licensor’s receipt of such written notice, the Parties will negotiate for a period of up to [***] (or such longer period as may be mutually agreed upon by the Parties) to execute an Ex-Territory Rights Agreement containing such termsROFN Activities without again complying with this Section 2.5(b).

Right of First Negotiation. In 5.7.1 If at any time prior to [***] for the event first Licensed Compound or Licensed Product for which [***] is available in accordance with Section 5.7.2, Company determines that (a) Licensor or any Ex-Territory Sublicensee incorporates any Company Tech Transfer Materials into any regulatory filing related it wishes to Sublicense to a Product in Third Party the Field outside right to commercialize any of the Territory pursuant Licensed Compounds or the Licensed Products, Company will promptly notify BMS in writing of same and the territory as to Section 2.6 and (b) Licensor wishes to sell or license its rights with respect to such Product in which the Field in any jurisdiction outside of the Territory (provided that, for the avoidance doubt, Licensor shall not be permitted to sell, license, assign or otherwise transfer any of its rights with respect to Company Tech Transfer Materials unless otherwise permitted under this Agreement), Licensor shallsublicense will cover, and hereby does, grant BMS will have the right to Company and its Affiliates an exclusive and sole elect to exercise a right of first option negotiation (“ROFN”) to regain the “Exclusive Option”)rights under the BMS Patent Rights, at BMS Platform Patent Rights, and BMS Know-How as it relates to such Licensed Compounds or Licensed Products (either through a sublicense back to BMS or a buy-out of Company’s electionrights) for such territory, to acquire or license such rights in such jurisdiction upon such terms as may be mutually agreed upon by the Parties in writing (the “Ex-Territory Rights Agreement”). Licensor shall promptly notify Company in writing of the occurrence of the events in clauses (a) and (b) triggering the Exclusive Option and Company shall have for a period of [***] following thereafter. If the Parties, after using good faith efforts, are unable to execute a definitive agreement with respect to such notice to provide Licensor with written notice identifying Company’s desire transaction within such period, or BMS does not elect to exercise the Exclusive Option ROFN, Company will have the right, subject to Section 5.7.2, to enter into discussions with a proposal and execute any sublicense or other transaction with respect to such Licensed Compounds or Licensed Products in such territory on financial terms in the aggregate not better than those last offered to BMS by Company provided BMS exercised the ROFN (and further provided that Company may re-start this ROFN process at its election). 5.7.2 Upon delivery of the terms [***] for the first Licensed Compound or Licensed Product for which [***] is available, unless already sublicensed or otherwise transacted upon as provided pursuant to acquire Section 5.7.1, Company will provide written notice thereof to BMS, including a summary of all data generated by Company as of such time, including any filings with FDA, with respect to such Licensed Compound or license Licensed Product. Upon receipt of such notice, BMS will have the right to elect to exercise a ROFN to regain the rights under the BMS Patent Rights, BMS Platform Patent Rights, and BMS Know-How as it relates to such Licensed Compound or Licensed Product (the “Option Exercise Notice”either through a sublicense back to BMS or a buy-out of Company’s rights). For , for a period of [***] thereafter (of the “Terms Sheet Negotiation Period”)receipt of the notice. If the Parties, the Parties shall negotiate the terms sheet for the Ex-Territory Rights Agreement in after using good faith (the “Ex-Territory Rights Terms Sheet”). Upon execution of the Ex-Territory Rights Terms Sheetefforts, the Parties shall negotiate in good faith the Ex-Territory Rights Agreement. In the event (i) Company fails to provide the Option Exercise Notice prior to the foregoing [***] period, (ii) the Parties are unable to execute the Ex-Territory Rights Terms Sheet a definitive agreement with respect to such transaction within the Terms Sheet Negotiation Periodsuch period, or (iii) BMS does not elect to exercise the Parties fail ROFN, Company will have the right to enter into discussions with and execute the Ex-Territory Rights Agreement within the later of (x) [***] following the execution of the Ex-Territory Rights Terms Sheet and (y) [***] following Company’s delivery of the Option Exercise Notice, Licensor shall be free to solicit and negotiate a any sublicense or other transaction with one respect to such Licensed Compound or Licensed Product in the Territory on financial terms in the aggregate not better than those last offered to BMS by Company provided BMS exercised the ROFN (1) or more Third Parties (a “and further provided that Company may re-start this ROFN process at its election). 5.7.3 The rights granted to BMS under Sections 5.7.1 and 5.7.2 shall terminate in their entirety upon any Change of Control of Company, where the Third Party Transaction”); provided, however, that Licensor shall not enter into engaging with Company in such Change of Control transaction (or its Affiliate) has a Third Party Transaction on terms and conditions that, in the aggregate, are less favorable to Licensor than the terms last proposed by Company without first bringing such terms to Company. Company shall have a period market capitalization of [***] or more as of the last day of the Calendar Quarter ended prior to notify Licensor if it will match such terms and provide Licensor written notice exercising such right. Following Licensor’s receipt the consummation of such written notice, the Parties will negotiate for a period Change of up to [***] Control and such Third Party (or its Affiliate or other entity resulting from such longer period as may be mutually agreed upon by Change of Control transaction) intends to develop and commercialize after the Partiesconsummation of the Change of Control transaction one or more Licensed Products on its own behalf. 5.7.4 For clarity, (a) nothing shall prevent Company or any of its Affiliates from negotiating or executing any confidentiality agreement or participating in general discussions with any existing or potential Sublicensees or collaborators (including existing or potential co-marketing and co-promotion contractors) or acquirers or merger candidates, and (b) Company shall have no obligation to execute an Ex-Territory Rights Agreement containing such termsprovide BMS with (i) the identity of any Third Party or (ii) any terms of any transaction negotiated with a Third Party (except in connection with the performance of this Section 5.7).