Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. (a) Upon Licensee’s written request (the “Licensee Notice”) at any time during the ROFN Period (as defined below), and for a period of ***** 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 converted to an exclusive license with respect to (i) one or more fields or indications (excluding the Company 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 exclusive 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-exclusive, and Company’s negotiation rights with respect to such field(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. (a) Upon Licensee’s written request (the “Licensee Notice”) at any time during the ROFN Period (as defined below), and for a period of ***** 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 converted to an exclusive license with respect to (i) one or more fields or indications (excluding the Company Primary Field) and/or (ii) one or more Licensee Products (excluding the Lead Company Product). In the event that any New Technology arises during [***], Vertex will have an exclusive right of first negotiation for such New Technology in accordance with this Section 4.4, such right to be exercised on a New Technology-by-New Technology basis and on a Vertex Disease-by-Vertex Disease basis. Company will provide written notice to Vertex of New Technology, which notice shall include a reasonably detailed description of such New Technology, within [***] after (a) with respect to internally-developed New Technology, the earlier of [***], and (b) with respect to New Technology for which rights are acquired or licensed from a Third Party, [***] (a “ROFN Notice”). Vertex will have a period of [***] from the date of receipt of such ROFN Notice (or, [***]) to notify Company in writing that Vertex desires to enter into negotiations with Company for the New Technology identified in the applicable ROFN Notice. If Vertex so notifies Company during such [***], then, for the period commencing upon Company’s receipt of such notice from Vertex and continuing until [***] thereafter, such [***] period to be extendable by mutual written agreement, the Parties fail will negotiate exclusively in good faith the terms (including financial terms) on which Company would grant a license to execute such New Technology to Vertex. If Company and Vertex agree on such terms within such [***]-period, then such New Technology will be included as Licensed Technology hereunder, and subject to the terms and conditions of this Agreement and a definitive written agreement (or amendmentwhich may be in the form of an amendment to this Agreement) relating with respect to the new financial terms and any other additional terms negotiated between Company and Vertex which will be applicable to the license of such field(s) or indication(s) and/or product(s) New Technology to Vertex by Company. If Company and Vertex are unable to agree on such terms within such period[***]-period (as extended, as applicable), then License’s rights Company will be free to continue the internal development of such New Technology, or to enter into negotiations with a Third Party with respect to such field(s) or indication(s) and/or products new Technology (as applicable), provided that [***]. For the avoidance of doubt, Vertex shall continue to be non-exclusivehave a right of first negotiation, and Licensee’s negotiation rights as set forth in this Section 4.4, 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 New Technology that arises during the ROFN PeriodTerm, and for a period regardless of [***** after Licensee receives ]. For the Company Notice avoidance of doubt, nothing in this Section 4.4 shall limit the restrictions set forth in Section 4.7.1. Further, unless otherwise agreed to in writing by the Parties, any new agreement (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(bamendment to this Agreement) would be converted to an exclusive license entered into 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 license of New Technology pursuant 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-exclusive, and Company’s negotiation rights with respect to such field(s) or indication(s) and/or products shall lapse. (c) For purposes of this Section ‎2.6, “ROFN Period” means 4.4 shall be limited to the period commencing upon the Effective Date and ending Field. [***** after the effectiveness of a Change of Control of either Party] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Right of First Negotiation. In the event that (a) Upon Licensee’s written request 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 “Licensee 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”) at any time during ). For a period of [***] thereafter (the ROFN Period (as defined below“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 may be mutually agreed upon by 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(bParties) would be converted to an exclusive license with respect to (i) one or more fields or indications (excluding the Company 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 an Ex-Territory Rights Agreement containing 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 lapseterms. (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 exclusive 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-exclusive, and Company’s negotiation rights with respect to such field(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. (a) Upon Licensee’s written request (the “Licensee Notice”) at any time hereby grants to Novan a right of first negotiation during the New Nitric Oxide Period, as set forth below in this Section 2.8, with respect to New Device IP. During the New Nitric Oxide Period, if Licensee or any of its Affiliates [***] to sell, out-license or otherwise grant rights in or to any New Device IP for use in any portion or all of the Novan Retained Field (a “ROFN Period (as defined belowOpportunity”), then Licensee will notify Novan in writing of its intent to pursue such ROFN Opportunity. At the request of Novan, Licensee will [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. [***] and available to Licensee. Within [***] ([***]) days of Novan’s receipt of the written notice, Novan will respond to Licensee in writing regarding Novan’s interest in the ROFN Opportunity. If Novan indicates interest in pursuing the ROFN Opportunity, then the Parties will negotiate in good faith for a period of at least [***] ([** after Company receives the Licensee Notice (or **]) days to enter into a definitive agreement regarding such longer period as the Parties may mutually agree)ROFN Opportunity. If, 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 converted to an exclusive license with respect to (i) one Novan indicates no interest in the ROFN Opportunity or more fields does not respond to Licensee’s notice of the ROFN Opportunity within such [***] ([***]) day period, or indications (excluding the Company Primary Field) and/or (ii) one or more Novan and Licensee Products (excluding the Lead Company Product). In the event that the Parties fail to execute do not enter into a definitive agreement (or amendment) relating to such field(s) or indication(s) and/or product(s) within such [***] ([***]) day period, then License’s rights Licensee will be free to pursue the ROFN Opportunity (including in the [***]) and will be deemed to have discharged its obligations under this Section 2.8 in full with respect to such field(s) or indication(s) and/or products shall continue to be non-exclusiveROFN Opportunity; provided, and Licensee’s negotiation rights with respect to however, that if at the end of 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 exclusive 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-exclusive, and Company’s negotiation rights with respect to such field(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 ]) day period the effectiveness Parties are actively negotiating the terms of a Change definitive agreement, then such [***] ([***]) day period may be extended to a mutually acceptable time by the Parties in writing. For clarity, nothing in this Section 2.8 shall be construed as a license or other grant of Control of either Partyrights by Novan under any Novan Patents or Novan Know-How, including in the Novan Retained Field.

Right of First Negotiation. [***]. (a) Upon Licensee’s written request For clarity, this Section 3.10.3 (the “Licensee Notice”) at any time during the ROFN Period (as defined below), and for a period Right of First Negotiation – [***** after Company receives the Licensee Notice (or such longer period as the Parties may mutually agree)]) shall not limit, the Parties shalland shall be in addition to, in good faith, exclusively negotiate the commercially reasonable terms and conditions under which the non-exclusive license granted AstraZeneca’s right of first negotiation described in Section ‎2.1(b) would be converted to an exclusive license with respect to 3.10.2 (i) one or more fields or indications (excluding the Company Primary Field) and/or (ii) one or more Licensee Products (excluding the Lead Company ProductRight of First Negotiation – Subject Products). 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 Without limiting Section 3.10.1 (AstraZeneca Rights of Negotiation—In General), the “Company Notice”) at any time during the ROFN Period, and for a period of Subject Product/[***** 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 exclusive license delivered with respect to [***] shall also include: (i) one or more fields or indications [***]. AstraZeneca will have an exclusive right, exercisable no later than [***] after receipt of any such written notice from Cellectis, to notify Cellectis of AstraZeneca’s desire to negotiate in good faith for rights to Exploit [***] (excluding the Licensee Primary Field) and/or (ii) one or more Licensee Products (excluding the Lead Licensee Producteach, a “[***]”). 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-exclusive, and Company’s negotiation rights with respect to such field(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 If AstraZeneca provides such [***] to Cellectis within such [** after **] period, then AstraZeneca will have the effectiveness exclusive right, for [***] from the date of Cellectis’s receipt of the [***] (as such period may be extended by the Parties’ agreement), to negotiate with Cellectis a definitive license agreement setting forth the terms of a Change license to Exploit [***]. (d) If: (i) AstraZeneca does not provide the [***] 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, then, in each case ((i) and (ii)), Cellectis will be free to enter into negotiations and an agreement with one (1) or more Third Parties relating to any transfer, assignment, license, or other disposition of Control rights with respect to [***] without further obligation to AstraZeneca with respect thereto (and, for clarity, the entry and performance of either Partysuch 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 [***] on terms [***].

Right of First Negotiation. Isis will notify Alnylam in writing once (ai) Upon Licensee’s written request (the “Licensee Notice”) at any time during the ROFN Period (as defined below)Isis, and for a period of on its own with no subsequent rights to Third Parties, intends to initiate [**]or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on [*** after Company receives ] before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [**] from the Licensee Notice receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis' notice within the [**] or if Alnylam declines in writing to exercise its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such longer period as the Parties may mutually agree)Isis Product, the Parties shall, will negotiate in good faithfaith the terms of the license or collaboration agreement. If, exclusively negotiate the commercially reasonable terms despite good faith negotiations, Alnylam and conditions under which the non-exclusive license granted in Section ‎2.1(b) would be converted to an exclusive license with respect to (i) one or more fields or indications (excluding the Company 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 Isis do not reach agreement (or amendment) relating to such field(s) or indication(s) and/or product(s) within such period[**] from Alnylam's exercise of its right of first negotiation, then License’s rights Isis will be free to develop and commercialize (either on its own or with respect a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [**] the Isis Product, (y) the [**] anniversary of the commencement of [**] for the Isis Product or (z) in the case of an Isis Product [**] after the commencement of [**], Isis shall not enter into a license or collaboration agreement with a Third Party for 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 Isis Product on terms (the “Company Notice”"More Favorable Terms") at any time during that are in the ROFN Period, and for a period of ***** after Licensee receives aggregate materially more favorable to the Company Notice (or Third Party than the terms on which Isis most recently offered in writing to grant such longer period as rights to Alnylam without first offering 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 More Favorable Terms to an exclusive 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-exclusive, and Company’s negotiation rights with respect to such field(s) or indication(s) and/or products shall lapseAlnylam. (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. 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) Upon Licensee’s written request Distributor is interested in negotiating for such Offered Territory Rights or (the “Licensee Notice”b) at any time during the ROFN Period Distributor has no interest and therefore rejects its right of first negotiation to obtain such Offered Territory Rights. If Distributor notifies Company within thirty (as defined below), and 30) days that Distributor desires to negotiate for a period of ***** after Company receives the Licensee Notice (or such longer period as the Parties may mutually agree)Offered Territory Rights, the Parties shall, shall negotiate in good faith, exclusively negotiate faith for up to ninety (90) days from such notification regarding the commercially reasonable terms and conditions under pursuant to which Company would grant such Offered Territory Rights to 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 non-exclusive license granted in Section ‎2.1(b) would first sentence of this Clause 17.1 shall be converted deemed to an exclusive license constitute a waiver by the Distributor of its right of first negotiation with respect to (i) one or more fields or indications (excluding the Company Primary Field) and/or (ii) one or more Licensee Products (excluding the Lead Company Product)such Offered Territory Rights. In addition, failure of the event that 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 exercise its right of first negotiation with respect to such Offered Territory Rights, or if the Parties fail to execute a definitive agreement (or amendment) relating to such field(s) or indication(s) and/or product(s) agree within such 90-day negotiation period, then License’s Company shall be free to grant 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) – to any third party, and Distributor shall have no further rights with respect to such field(sOffered Territory Rights; provided, however, that: (a) or indication(s) and/or products shall continue to be non-exclusive, and Licensee’s if Distributor had exercised its right of first negotiation rights with respect to such field(sOffered Territory Rights but the Parties failed to reach agreement within the 90-day negotiation period, then: (i) or indication(sduring 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) and/or products days; and (ii) if Company does not enter into a 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 lapse.again become subject to this Clause 17.1; and (b) Upon Company’s written request (the “Company Notice”) at any time during the ROFN Period, and for a period whether or not Distributor exercised its right 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 exclusive 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 first negotiation with respect to such field(s) or indication(s) and/or products shall continue to be non-exclusiveOffered Territory Rights, and Company’s negotiation rights with respect if Company makes any modification to such field(sOffered 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 desires to grant any person, other than the Company or indication(s) and/or products its Affiliates, any rights to such Offered Territory Rights as so modified, such Offered Territory Rights as so modified shall lapsebe subject to this Clause 17.1 to the same extent as were the original unmodified Offered Territory Rights. (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. During the Term, prior to filing a line extension with the EMA for a Product for use in an indication outside of the Field (a) Upon Licensee’s an “Additional Indication”), the Licensor shall provide the Licensee with written request notice (the each, a “Licensee ROFN Notice”) at any time during the ). Following receipt of a ROFN Period (as defined below)Notice, and for a period of ***** after Company receives the Licensee Notice shall have thirty days (30) (or such longer period as agreed upon by the Parties may mutually agree), in writing) (the Parties shall, “ROFN Response Period”) to provide written notice expressing its interest (“Notice of Interest”) 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 converted to an exclusive license with respect to (i) one or more fields or indications (excluding the Company 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 Product for use in the Additional Indication in the Territory and following the Licensor’s receipt of any such periodNotice of Interest, then License’s rights the Licensor agrees to negotiate in good faith exclusively 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 Licensee for a period of ***** after Licensee receives the Company Notice ninety (90) days (or such longer period as agreed upon by the Parties may mutually agree), in writing) (the Parties shall, in good faith, exclusively negotiate “Negotiation Period”) regarding the commercially reasonable terms and conditions under which the non-exclusive license granted in Section ‎2.2(b) would be converted to for an exclusive license with respect to (i) one or more fields or indications (excluding such Product for use in the Licensee Primary Field) and/or (ii) one or more Licensee Products (excluding Additional Indication in the Lead Licensee Product)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 fail do not enter into an agreement governing the terms of such a license, notwithstanding anything the contrary under this Agreement or any other Transaction Document, the Licensor shall be permitted to execute grant a definitive agreement (license to, or amendment) relating 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 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-exclusive, and Company’s negotiation rights with respect to such field(s) or indication(s) and/or products shall lapse. (c) For purposes of the Licensee under 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 Party2.6 or any other Transaction Document.

Right of First Negotiation. (ai) Upon Licensee’s written request (CBMG hereby grants to Novartis the “Licensee Notice”) at any time during the ROFN Period (exclusive right of first negotiation, as defined belowset forth in this Section 2.5(b), and for a period of with respect 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 converted to an exclusive license with respect to (i) one or more fields or indications (excluding the Company Primary Field) and/or ]. (ii) one During the Term, CBMG shall not, and shall cause its Affiliates, licensees, and sublicensees not to, directly or more Licensee Products indirectly: (excluding A) license, transfer, sell, or otherwise grant to any Third Party any right to Develop, Manufacture, or Commercialize any CBMG Other CART in the Lead Company ProductField; 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 Parties fail proposed scope of the Restricted Activities it wishes to execute a definitive agreement conduct (or amendment) relating such notice and accompanying information, the “ROFN Notice” and such Restricted Activities set forth in the ROFN Notice, the “ROFN Activities”). Novartis shall have [***] from the date on which it receives the ROFN Notice to such field(s) or indication(s) and/or product(s) within such period, then License’s rights notify CBMG whether Novartis wishes to exercise its right of first negotiation with respect to the ROFN Activities. Upon CBMG’s receipt of such field(s) or indication(s) and/or products notice, the Parties shall continue to be non-enter into exclusive, good-faith negotiations for a period no longer than [***] from CBMG’s receipt of such notice (unless extended upon agreement of the Parties) regarding the terms and Licensee’s negotiation conditions of an agreement granting Novartis rights to conduct the ROFN Activities. (iii) If, 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 Activities: [***], CBMG shall be permitted to undertake the proposed ROFN Activities without again complying with this Section 2.5(b); provided, that CBMG shall not, during such [** after Licensee receives the Company Notice **] period, license, transfer, sell, or otherwise grant (or such longer period as offer to do any of the Parties may mutually agreeforegoing) to a Third Party [***]. For purposes of this Section 2.5(b)(iii), 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 exclusive 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 CBMG does not, for any reason, grant rights to such field(s) or indication(s) and/or product(s) within such period, then Company’s rights Third Party with respect to such field(s) or indication(s) and/or products shall continue to be non-exclusive, and Company’s negotiation rights with respect to such field(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 Activities within [***** after the effectiveness of a Change of Control of either Party], then CBMG shall not be permitted to grant rights to any Third Party to conduct such ROFN Activities without again complying with this Section 2.5(b).

Right of First Negotiation. (a) Upon Licensee’s written request (the “Licensee Notice”) 5.7.1 If at any time during prior to [***] for the ROFN Period (first Licensed Compound or Licensed Product for which [***] is available in accordance with Section 5.7.2, Company determines that it wishes to Sublicense to a Third Party the right to commercialize any of the Licensed Compounds or the Licensed Products, Company will promptly notify BMS in writing of same and the territory as defined below)to which the sublicense will cover, and BMS will have the right to elect to exercise a right of first negotiation (“ROFN”) to regain the rights under the BMS Patent Rights, 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 rights) for such territory, for a period of [***** ] thereafter. If the Parties, after Company receives the Licensee Notice (or such longer period as the Parties may mutually agree)using good faith efforts, 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 converted to an exclusive license with respect to (i) one or more fields or indications (excluding the Company Primary Field) and/or (ii) one or more Licensee Products (excluding the Lead Company Product). In the event that the Parties fail are unable to execute a definitive agreement (or amendment) relating with respect to such field(s) or indication(s) and/or product(s) transaction within such period, then License’s rights or BMS does not elect to exercise the ROFN, Company will have the right, subject to Section 5.7.2, to enter into discussions with and execute any sublicense or other transaction with respect to such field(s) Licensed Compounds or indication(s) and/or products shall continue Licensed Products in such territory on financial terms in the aggregate not better than those last offered to be nonBMS by Company provided BMS exercised the ROFN (and further provided that Company may re-exclusivestart this ROFN process at its election). 5.7.2 Upon delivery of the [***] for the first Licensed Compound or Licensed Product for which [***] is available, and Licensee’s negotiation rights unless already sublicensed or otherwise transacted upon as provided pursuant to 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 field(s) Licensed Compound or indication(s) and/or products shall lapse. 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 (b) Upon either through a sublicense back to BMS or a buy-out of Company’s written request (the “Company Notice”) at any time during the ROFN Periodrights), and for a period of [***** ] of the receipt of the notice. If the Parties, after Licensee receives the Company Notice (or such longer period as the Parties may mutually agree)using good faith efforts, 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 exclusive 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 are unable to execute a definitive agreement (or amendment) relating with respect to such field(s) or indication(s) and/or product(s) transaction within such period, then Company’s rights or BMS does not elect to exercise the ROFN, Company will have the right to enter into discussions with and execute any sublicense or other transaction with respect to such field(s) Licensed Compound or indication(s) and/or products shall continue Licensed Product in the Territory on financial terms in the aggregate not better than those last offered to be nonBMS by Company provided BMS exercised the ROFN (and further provided that Company may re-exclusive, and Company’s negotiation rights with respect to such field(s) or indication(s) and/or products shall lapsestart this ROFN process at its election). (c) For purposes of this Section ‎2.6, “ROFN Period” means the period commencing 5.7.3 The rights granted to BMS under Sections 5.7.1 and 5.7.2 shall terminate in their entirety upon the Effective Date and ending ***** after the effectiveness of a any Change of Control of either PartyCompany, where the Third Party engaging with Company in such Change of Control transaction (or its Affiliate) has a market capitalization of [***] or more as of the last day of the Calendar Quarter ended prior to the consummation of such Change of Control and such Third Party (or its Affiliate or other entity resulting from such Change of Control transaction) intends to develop and commercialize after the consummation 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 provide 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).

Right of First Negotiation. In the event that SHPI elects to (ai) Upon Licensee’s written request offer to sell to any third party any new product that incorporates any 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 “Licensee Notice”Field, or (ii) offer to license to any third party the right to manufacture and sell any New Product in the Field, SHPI shall notify Tyco Healthcare of its intent. Tyco Healthcare shall have the option, at any time during its discretion, to purchase such New Products in the ROFN Period (as defined below)Field, or license the right to manufacture and sell such New Products in the Field, from SHPI, on an exclusive basis, at a price, and on other terms, mutually acceptable to SHPI and Tyco Healthcare. If Tyco Healthcare elects to exercise such option, SHPI and Tyco Healthcare shall negotiate in good faith appropriate amendments to this Agreement and/or an appropriate license agreement for a period of ***** ninety (90) days after Company receives SHPI's receipt of Tyco Healthcare's notice exercising such option (the Licensee Notice (or such longer period as "Negotiation Period"). If the Parties may mutually agree)parties, the Parties shall, acting in good faith, exclusively negotiate the commercially reasonable are unable to agree upon mutually acceptable terms and conditions under which the non-exclusive license granted in Section ‎2.1(b) would be converted to an exclusive license with respect to (i) one or more fields or indications (excluding the Company 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) amendment or indication(s) and/or product(s) within such period, then License’s rights with respect license prior 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 expiration of the ROFN Negotiation Period, and for a period of 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 "***** after Licensee receives " marks the Company Notice (or such longer period as location of information that has been omitted and filed separately with the Parties may mutually agree), the Parties shall, in good faith, exclusively negotiate the commercially reasonable terms Securities and conditions under which the non-exclusive license granted in Section ‎2.2(b) would be converted Exchange Commission pursuant to an exclusive 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-exclusive, and Company’s negotiation rights with respect to such field(s) or indication(s) and/or products shall lapserequest for confidential treatment. (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. (a) Upon Licensee’s written request The Company hereby grants ▇▇▇ ▇▇▇▇▇ and Company a right of first negotiation (the “Licensee Right of First Negotiation”) with respect to any proposed merger, acquisition, exclusive license, or 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 intent to enter into any particular form of such an arrangement (the “Negotiation Notice”) at any time during ). Unless ▇▇▇ ▇▇▇▇▇ notifies the ROFN Period Company in writing that it has no interest in such an arrangement (as defined below), and for a period of ***** after Company receives the Licensee Notice (or such longer period as the Parties may mutually agree“Discussion Termination Notice”), the Parties shallparties shall use commercially reasonable efforts to negotiate, in good faith, exclusively negotiate the commercially reasonable terms of such an arrangement with ▇▇▇ ▇▇▇▇▇ and conditions under which Company for a period to expire on the non-exclusive license granted in Section ‎2.1(b) would be converted to an exclusive license with respect to date that is 60 days after the confirmed receipt of the Negotiation Notice (i) one or more fields or indications (excluding a “Discussion Period”), and the Company Primary Field) and/or (ii) one or more Licensee Products (excluding shall not enter into any such arrangement with any third party during such Discussion Period. After the Lead Company Product). In end of 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 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 ***** after Licensee receives six months following the Company Notice expiration of the Discussion Period (or such longer period as the Parties may mutually agree“Third Party Transaction Period”), the Parties shallCompany 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, in good faithafter the Discussion Period and during the Third Party Transaction Period, exclusively to discuss and negotiate the commercially reasonable terms and conditions under which of any such arrangement with any third party(ies). The Right of First Negotiation shall survive until the non-exclusive license granted in Section ‎2.2(b) would be converted to an exclusive license with respect to earlier of (i) one termination pursuant to Section 5.18 or more fields or indications (excluding the Licensee Primary Field) and/or (ii) one or more Licensee Products (excluding on an asset-by-asset basis, the Lead Licensee Product). In consummation of a transaction with a third party pursuant to 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-exclusive, and Company’s negotiation rights with respect to such field(s) or indication(s) and/or products shall lapse. (c) For purposes terms 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 Party5.11.