Common use of Exclusive Right of First Negotiation Clause in Contracts

Exclusive Right of First Negotiation. 2.4.1 If during the period starting on the Effective Date and ending on the date that is [***] days after the date on which RBNC first delivers to AMGEN a [***] Phase II Clinical Trial Report for any Product (the “ROFN Period”), RBNC (or any assignee or surviving party) elects to (i) sell, transfer, sublicense or divest [***], or (ii) [***] (but excluding a transaction that involves RBNC’s Change of Control) (each, a “Proposed ROFN Transaction”), then within [***] days of such election or receipt RBNC will provide AMGEN with a confidential written notice of the Proposed ROFN Transaction summarizing [***] (the “Transaction Notice”). If subsection (ii) applies, [***] unless Amgen declines the opportunity to negotiate with RBNC pursuant to this Section 2.4 or fails to provide an Amgen Election Notice for such Proposed ROFN Transaction in response to the relevant Transaction Notice, or Amgen and RBNC do not enter into an agreement with respect to such Proposed ROFN Transaction prior to expiration of the Negotiation Exclusivity Period for such Proposed ROFN Transaction after Amgen provides a timely Transaction Notice for such Proposed ROFN Transaction. 2.4.2 If AMGEN desires to negotiate an arrangement pursuant to which it would enter into an agreement with RBNC for the Proposed ROFN Transaction, AMGEN must notify RBNC thereof (the “AMGEN Election Notice”) within [***] days of AMGEN’s receipt of the Transaction Notice (“Notice Period”). For [***] days following AMGEN’s timely delivery of the AMGEN Election Notice or such longer time as the Parties may mutually agree in writing (the “Negotiation Exclusivity Period”), AMGEN will have an exclusive right to negotiate such a Proposed ROFN Transaction. During the Negotiation Exclusivity Period, RBNC shall negotiate exclusively with AMGEN in good faith to reach agreement for such Proposed ROFN Transaction between the Parties. 2.4.3 On a Proposed ROFN Transaction-by-Proposed ROFN Transaction basis, AMGEN’s rights under Sections 2.4.1 and 2.4.2 will terminate (and RBNC will have no further obligations to AMGEN under Sections 2.4.1 and 2.4.2), and for clarity RBNC will be free to offer, negotiate and execute an agreement with respect to such Proposed ROFN Transaction with any Third Party (a “Third Party Transaction”) upon the earlier of: (a) AMGEN declining the opportunity to negotiate or failing to respond to the Transaction Notice during the Notice Period (a “Failure to Indicate Interest”), and (b) if AMGEN provides a timely AMGEN Election Notice, the expiration of the Negotiation Exclusivity Period without the Parties consummating such Proposed ROFN Transaction prior thereto (a “Failure to Conclude License”); [***]. If [***]. 2.4.4 Amgen’s rights and RBNC’s obligations under Sections 2.4.1-2.4.3 will expire in their entirety with respect to any Proposed ROFN Transaction upon the expiration of the ROFN Period for such Proposed ROFN Transaction, [***]. 2.4.5 For the sake of clarity, the foregoing provision shall not apply to the grant of a sublicense to a contract manufacturer or a contract research organization or other Third Party contractor solely for the purpose of manufacturing, developing or researching a Licensed Compound, Program Compound or Product for RBNC. 2.4.6 If RBNC undergoes a Change of Control (but excluding any Change of Control resulting from an IPO) during the ROFN Period, then RBNC shall notify AMGEN in writing thereof, and notwithstanding anything to the contrary in this Agreement, AMGEN will not have any rights, and RBNC will not have any obligations to AMGEN, under this Section 2.4 following the closing of such transaction.

Exclusive Right of First Negotiation. 2.4.1 If during the period starting on the Effective Date and ending on the date that is [***] days after the date on which RBNC first delivers to AMGEN a [***] Successful Phase II Clinical Trial Report for any Product (the “ROFN Period”), RBNC (or any assignee or surviving party) elects to (i) sell, transfer, sublicense or divest [***], or (ii) [***] (but excluding a transaction that involves RBNC’s Change of Control) (each, a “Proposed ROFN Transaction”), then within [***] days of such election or receipt RBNC will provide AMGEN with a confidential written notice of the Proposed ROFN Transaction summarizing [***] (the “Transaction Notice”). If subsection (ii) applies, [***] unless Amgen declines the opportunity to negotiate with RBNC pursuant to this Section 2.4 or fails to provide an Amgen Election Notice for such Proposed ROFN Transaction in response to the relevant Transaction Notice, or Amgen and RBNC do not enter into an agreement with respect to such Proposed ROFN Transaction prior to expiration of the Negotiation Exclusivity Period for such Proposed ROFN Transaction after Amgen provides a timely Transaction Notice for such Proposed ROFN Transaction. 2.4.2 If AMGEN desires to negotiate an arrangement pursuant to which it would enter into an agreement with RBNC for the Proposed ROFN Transaction, AMGEN must notify RBNC thereof (the “AMGEN Election Notice”) within [***] days of AMGEN’s receipt of the Transaction Notice (“Notice Period”). For [***] days following AMGEN’s timely delivery of the AMGEN Election Notice or such longer time as the Parties may mutually agree in writing (the “Negotiation Exclusivity Period”), AMGEN will have an exclusive right to negotiate such a Proposed ROFN Transaction. During the Negotiation Exclusivity Period, RBNC shall negotiate exclusively with AMGEN in good faith to reach agreement for such Proposed ROFN Transaction between the Parties. 2.4.3 On a Proposed ROFN Transaction-by-Proposed ROFN Transaction basis, AMGEN’s rights under Sections 2.4.1 and 2.4.2 will terminate (and RBNC will have no further obligations to AMGEN under Sections 2.4.1 and 2.4.2), and for clarity RBNC will be free to offer, negotiate and execute an agreement with respect to such Proposed ROFN Transaction with any Third Party (a “Third Party Transaction”) upon the earlier of: (a) AMGEN declining the opportunity to negotiate or failing to respond to the Transaction Notice during the Notice Period (a “Failure to Indicate Interest”), and (b) if AMGEN provides a timely AMGEN Election Notice, the expiration of the Negotiation Exclusivity Period without the Parties consummating such Proposed ROFN Transaction prior thereto (a “Failure to Conclude License”); [***]. If [***]. 2.4.4 Amgen’s rights and RBNC’s obligations under Sections 2.4.1-2.4.3 will expire in their entirety with respect to any Proposed ROFN Transaction upon the expiration of the ROFN Period for such Proposed ROFN Transaction, [***]. 2.4.5 For the sake of clarity, the foregoing provision shall not apply to the grant of a sublicense to a contract manufacturer or a contract research organization or other Third Party contractor solely for the purpose of manufacturing, developing or researching a Licensed Compound, Program Compound or Product for RBNC. 2.4.6 If RBNC undergoes a Change of Control (but excluding any Change of Control resulting from an IPO) during the ROFN Period, then RBNC shall notify AMGEN in writing thereof, and notwithstanding anything to the contrary in this Agreement, AMGEN will not have any rights, and RBNC will not have any obligations to AMGEN, under this Section 2.4 following the closing of such transaction.