Common use of FIRST RIGHT OF NEGOTIATION Clause in Contracts

FIRST RIGHT OF NEGOTIATION. Promptly after (a) Dermira receives a term sheet from a Non-Competitor Company proposing a Change of Control for which Dermira’s board of directors desires to pursue negotiations, or (b) if Dermira’s board of directors intends to initiate a process for the purpose of soliciting proposals for a Change of Control, Dermira shall notify UCB in writing (the “M&A Notice”). In the case of sub-Section (a), the M&A Notice shall not be required to identify the party from whom Dermira received the term sheet nor any of its proposed terms, nor in the case of sub-Section (b) shall the M&A Notice specify the Third Parties who Dermira intends to contact nor any proposed terms or processes with respect to such a solicitation or transaction. In the event UCB has a bona fide interest to consummate a Change of Control of Dermira, then UCB may provide Dermira with written notice of such interest within five (5) Business Days of receiving the M&A Notice, in which event Dermira and UCB will negotiate in good faith potential terms and conditions for such a potential transaction, and for a period of twenty (20) Business Days after receiving UCB’s notice of interest, Dermira will not enter into any binding agreement with a Third Party that would prevent Dermira from entering into a definitive agreement providing for a Change of Control with UCB during such period. Following such initial twenty (20) Business Day period, Dermira shall have no further obligations to UCB pursuant to this Section 18.1 with respect to such transaction. This Section 18.1 shall terminate upon the first to occur of (i) the closing of a public offering of Dermira’s common stock under the Securities Act of 1933, as amended, (ii) the registration of any of Dermira’s securities under the Securities Exchange Act of 1934, as amended, (iii) immediately prior to the consummation of a Change of Control of Dermira and (iv) the termination of this Agreement for any reason.

FIRST RIGHT OF NEGOTIATION. Promptly after (a) Dermira receives Provided that the Purchaser (or its successors or assigns) continues to hold any Common Shares of the Corporation (the "OWNERSHIP THRESHOLD"), the Corporation hereby grants a term sheet from right of first negotiation (the "RIGHTS") to the Purchaser to obtain an exclusive license (the "LICENSE") to develop, market, sell, promote and distribute (in a Non-Competitor Company proposing a Change of Control geographic territory to be negotiated) the next five Indications (the "FIVE INDICATIONS") for which Dermira’s board of directors desires the Corporation seeks a licensee to pursue negotiationsdevelop, or market, sell, promote and distribute the applicable Indication. (b) The Rights will expire on the earlier of: (i) five years from the date of this Agreement; and (ii) the delivery of Negotiation Notices to the Purchaser by the Corporation in respect of Five Indications and the earlier of: (A) the expiry of the Negotiation Period in respect of each of the applicable Indications; and (B) the execution and delivery by each of the Purchaser and the Corporation of a License and Development Agreement in respect of each of the applicable Indications; (iii) if Dermira’s board the holding of directors intends Common Shares by the Purchaser falls below the Ownership Threshold, the Purchaser's Rights under this Section 11 will terminate immediately and will be lost for all future time and thereafter the Purchaser will not have any rights under Section 11 in respect of the Five Indications whether or not the Purchaser subsequently acquires securities of the Corporation. (i) The Corporation will notify the Purchaser that it wishes to initiate trigger the obligations in this Section at a process for time determined by the purpose Corporation in respect of soliciting proposals for a Change each Indication, but not earlier than the initiation of Control, Dermira shall notify UCB the first clinical trials using human subjects in writing respect of each of the Five Indications (the “M&A Notice”"NEGOTIATION NOTICE"). In the case . (ii) Upon receipt of sub-Section (a), the M&A Notice shall not be required to identify the party from whom Dermira received the term sheet nor any of its proposed terms, nor in the case of sub-Section (b) shall the M&A Notice specify the Third Parties who Dermira intends to contact nor any proposed terms or processes with respect to such a solicitation or transaction. In the event UCB has a bona fide interest to consummate a Change of Control of Dermira, then UCB may provide Dermira with written notice of such interest within five (5) Business Days of receiving the M&A Negotiation Notice, in which event Dermira each of the Corporation and UCB the Purchaser will negotiate in good faith potential terms and conditions for such a potential transaction, and for a period of twenty up to 60 days (20the "NEGOTIATION PERIOD") Business Days after receiving UCB’s notice the terms under which: (A) the Purchaser would obtain the License from the Corporation and its Affiliates; and (B) the Purchaser and the Corporation will jointly develop the applicable Indication (the "DEVELOPMENT AND LICENSE AGREEMENT"). (C) The Development and License Agreement will contain, without limitation, the following terms and conditions (I) payment terms (including, without limitation, license fees, ongoing royalties, milestone payments, cost sharing on joint development activities and minimum sales commitments); and (II) further assurances by the Corporation to assist the Purchaser in obtaining any regulatory approval or registration or any patent, trade-xxxx, trade dress or other intellectual property rights in respect of interestthe Corporation products which are necessary for the marketing, Dermira sale, promotion or distribution of the applicable indications. (iii) For greater certainty, the Corporation will not negotiate or enter into discussions with any binding agreement with other party in respect of licensing or development of any of the Five Indications until the earlier of: (A) the expiry of the Negotiation Period in respect of an applicable Indication; (B) the execution and delivery by each of the Corporation and the Purchaser of a Third Party Development and License Agreement (to the extent permitted under that would prevent Dermira from entering into agreement) in respect of an applicable Indication; or (C) the Purchaser's ownership in the Corporation falls below the Ownership Threshold. (iv) For greater certainty, if the Corporation and the Purchaser do not execute and deliver a definitive agreement providing for a Change Development and License Agreement before the expiry of Control with UCB during such period. Following such initial twenty (20) Business Day periodthe Negotiation Period, Dermira shall the Corporation will have no further obligations to UCB pursuant the Purchaser in respect of that Indication, and the Corporation may negotiate, enter into discussions with and execute and deliver agreements with any other person in respect of the particular Indication that is the subject of the Negotiation Notice, provided that the Corporation may not offer the applicable Indication to this Section 18.1 with respect to such transaction. This Section 18.1 shall terminate upon the first to occur of (i) the closing of a public offering of Dermira’s common stock under the Securities Act of 1933, as amended, (ii) the registration of any of Dermira’s securities under the Securities Exchange Act of 1934, as amended, (iii) immediately prior other party on terms which are materially more favourable to the consummation other person than the terms offered to the Purchaser having regard to all of a Change the circumstances of Control of Dermira the applicable offers. (d) Commencing 4 years and (iv) 6 months from the termination date of this Agreement for any reasonagreement, the Purchaser and the Corporation will commence negotiations in good faith to extend the rights provided to the Purchaser in Section 11 on commercially reasonable terms.