Common use of Cephalon Buy Back Rights and Right of First Negotiation Clause in Contracts

Cephalon Buy Back Rights and Right of First Negotiation. 4.7.1. Upon the completion of IND enabling activities for each Licensed Compound, Ambit shall provide to Cephalon, in confidence, a complete detailed summary of its Licensed Compound program, including relevant data and results that would be submitted as part of an IND filing. Cephalon shall have the exclusive option for […***…] after the delivery of such summary to reacquire all rights to the Licensed Compound on mutually agreed upon terms, negotiated in good faith and consistent with pharmaceutical industry standards for small molecule programs at such stage of development, taking into account Ambit’s investment and sunk cost, risk, market potential, NPV, and other commonly accepted licensing metrics. Should Cephalon decline this option or if the Parties are not able to agree upon the terms for the reacquisition by Cephalon of all rights to the Licensed Compound, Cephalon shall continue to have the Right of First Negotiation. 4.7.2. (a) Upon completion by Ambit of the first human proof-of-concept study for each Licensed Compound, Ambit shall provide to Cephalon, in confidence, a complete detailed summary of its Licensed Compound program, including relevant data and results generated from such study (including but not limited to information from or relating to clinical studies, correspondence with FDA, information regarding Third Party patents, and information regarding the manufacture, sourcing and cost of goods for the Licensed Compound) (the “Cephalon License Notice”). Cephalon shall have the exclusive option for […***…] following receipt of the Cephalon License Notice to determine whether it wishes to pursue reacquiring the Licensed Compound. If Cephalon notifies Ambit in writing of its election to pursue the reacquisition of such Licensed Compound within […***…] after Cephalon’s receipt of such Cephalon License Notice, Ambit shall enter into good faith, exclusive negotiations with Cephalon with respect to such reacquisition for a period of […***…] following receipt of such election from Cephalon (the “Negotiation Period”). Such reacquisition shall be upon terms, consistent with pharmaceutical industry standards for small molecule programs at such stage of development, taking into account Ambit’s investment and sunk cost, risk, market potential, NPV, and other commonly accepted licensing metrics.

Cephalon Buy Back Rights and Right of First Negotiation. 4.7.1. 4.7.1 Upon the completion of IND enabling activities for each Licensed Compound, Ambit shall provide to Cephalon, in confidence, a complete detailed summary of its Licensed Compound program, including relevant data and results that would be submitted as part of an IND filing. Cephalon shall have the exclusive option for […***…] sixty (60) days after the delivery of such summary to reacquire all rights to the Licensed Compound on mutually agreed upon terms, negotiated in good faith and consistent with With pharmaceutical industry standards for small molecule programs at such stage of development, taking into account Ambit’s investment and sunk cost, risk, market potential, NPV, and other commonly accepted licensing metrics. Should Cephalon decline this option or if the Parties are not able to agree upon the terms for the reacquisition by Cephalon of all rights to the Licensed Compound, Cephalon shall continue to have the Right of First Negotiation. 4.7.2. 4.7.2 (a) Upon completion by Ambit of the first human proof-of-concept study for each Licensed Compound, Ambit shall provide to Cephalon, in confidence, a complete detailed summary of its Licensed Compound program, including relevant data and results generated from such study (including but not limited to information from or relating to clinical studies, correspondence with FDA, information regarding Third Party patents, and information regarding the manufacture, sourcing and cost of goods for the Licensed Compound) (the “Cephalon License Notice”). Cephalon shall have the exclusive option for […***…] sixty (60) days following receipt of the Cephalon License Notice to determine whether it wishes to pursue reacquiring the Licensed Compound. If Cephalon notifies Ambit in writing of its election to pursue the reacquisition of such Licensed Compound within […***…] sixty (60) days after Cephalon’s receipt of such Cephalon License Notice, Ambit Ambit, shall enter into good faith, exclusive negotiations with Cephalon with respect to such reacquisition for a period of […***…] ninety (90) days following receipt receipt, of such election from Cephalon (the “Negotiation Period”). Such reacquisition shall be upon terms, consistent with pharmaceutical industry standards for small molecule programs ‘at such stage of development, taking into account Ambit’s investment and sunk cost, ; risk, market potential, NPV, and other commonly accepted licensing metrics.