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 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.

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.