Common use of Celgene Right of First Negotiation Clause in Contracts

Celgene Right of First Negotiation. During the Research Term [***], in the event that Prothena or its Affiliates intends to, directly or indirectly, sublicense, assign, transfer, convey or grant other rights, however structured, to a Third Party with respect to any Active Immunotherapeutic Approaches (including any rights with respect to the Development or Commercialization of any Active Immunotherapeutic Approaches (each, a “Grant”), [***] will [***]. [***] will [***] (a “[***]”). If [***], [***] will [***] which [***] will [***]. If [***], the Parties will [***]. Until [***] or the [***], as applicable, [***]. If [***] that it [***], then [***]. For the avoidance of doubt, this Section 5.3.2 [***]. For clarity, [***].

Celgene Right of First Negotiation. During the Research Term [***]Term, in the event that Prothena or its Affiliates intends to, directly or indirectly, sublicense, assign, transfer, convey or grant other rights, however structured, to a Third Party with respect to any Active Immunotherapeutic Approaches (including any rights with respect to the Development or Commercialization of any Active Immunotherapeutic Approaches (each, a “Grant”), [***] will [***]. [***] will [***] (a “[***]”). If [***], [***] will [***] which [***] will [***]. If [***], the Parties will [***]. Until [***] or the [***], as applicable, [***]. If [***] that it [***], then [***]. For the avoidance of doubt, this Section 5.3.2 4.2.2 [***]. ] For clarity, [***].

Celgene Right of First Negotiation. During the Research Term [***]Term, in the event that Prothena or its Affiliates intends to, directly or indirectly, sublicense, assign, transfer, convey or grant other rights, however structured, to a Third Party with respect to any Active Immunotherapeutic Approaches (including any rights with respect to the Development or Commercialization of any Active Immunotherapeutic Approaches (each, a “Grant”), [***] will [***]. [***] will [***] (a “[***]”). If [***], [***] will [***] which [***] will [***]. If [***], the Parties will [***]. Until [***] or the [***], as applicable, [***]. If [***] that it [***] [***], then [***]. For the avoidance of doubt, this Section 5.3.2 4.2.2 [***]. For clarity, [***].