Common use of Rights of First Negotiation Clause in Contracts

Rights of First Negotiation. CPLB and Novavax hereby grant rights of first negotiation (each a “ROFN”) to each other for certain Products as follows: 3.6.1. CPLB hereby grant to Novavax a ROFN with respect to the out-license of any Intellectual Property Rights related to a CPLB ROFN Product to develop and/or commercialize such Product in the Novavax Product Territory or any portion thereof, as applicable, as mutually agreed by CPLB and Novavax. 3.6.2. Novavax hereby grants to CPLB a ROFN with respect to the out-license of any Intellectual Property Rights related to a Novavax ROFN Product to develop and/or commercialize such Product in the Novavax Product Territory or any portion thereof, as applicable, as mutually agreed by CPLB and Novavax. 3.6.3. Prior to entering into any agreement with a third party granting a license or other right to develop or commercialize of any ROFN Product, the ROFN Grantor shall deliver all available data up to and potentially including the related Phase 2 Data Package to the ROFN Holder. The ROFN Holder shall have thirty (30) days from the receipt of such package to provide the ROFN Holder written notice that it desires to negotiate the terms and conditions of a licensing transaction with respect to the ROFN Product. Upon receipt of the first such notice hereunder by either ROFN Holder, the ROFN Parties shall have one hundred and eighty (180) days to negotiate exclusively, reasonably and in good faith the terms and conditions of such a transaction, and the negotiation period for any subsequent exercise an ROFN hereunder shall be one hundred and twenty (120) days. 3.6.4. If the ROFN Parties are unable to execute a definitive agreement by the end of the applicable period of negotiation (or if the ROFN Holder gives written notice that it does not desire to exercise its negotiation rights hereunder or fails to give notice in a timely manner), then the ROFN Grantor shall be free to enter into a license agreement with a third party with respect to such ROFN Product; provided, however, that any such transaction shall not, when taken as a whole, be materially more favorable to the third party than the terms last offered to the ROFN Holder. If the ROFN Grantor has not provided the Phase 2 Data Package to the ROFN Holder and subsequently acquires additional data related to a clinical trial or other material information (including a Phase 2 Data Package) prior to entering into a definitive transaction with such third party, the ROFN Holder shall have thirty (30) days from the receipt of such additional data to provide the ROFN Holder written notice that it desires to negotiate the terms and conditions of a licensing transaction with respect to the ROFN Product.