Common use of Follow-On Products Clause in Contracts

Follow-On Products. For a period of ***** from the Effective Date, Sublicensee will have a right of first negotiation to any Follow-on Products which Sublicensor develops or otherwise obtains rights to as follows: (i) Following completion of the first Phase II clinical study of such Follow-on Product, Sublicensor shall describe the Follow-on Product in writing in reasonable detail, and such description shall be protected as Proprietary Information under this Agreement (a "Confidential Disclosure"); (ii) Sublicensor shall provide the Confidential Disclosure to Sublicensee; and (iii) during the period commencing upon Sublicensee's receipt of the Confidential Disclosure and expiring ***** thereafter (the "Discussion Period"), the parties shall discuss in good faith a license and commercialization agreement with respect to the Follow-on Product in the Sublicense Territory. If the parties do not reach agreement during the Discussion Period, then the Right of First Negotiation shall expire, and Sublicensor shall be free to exploit the Follow-on Product on its own, or to market the Follow-on Product to others, on terms no less favorable to Sublicensor than the final terms offered by Sublicensor. In the event Sublicensor receives an offer from any third party to license or commercialize the Follow-on Products (an "Outside Offer"), Sublicensor shall promptly so notify to Sublicensee before accepting or rejecting such third party offer. *****Confidential Material redacted and filed separately with the Commission.

Follow-On Products. For a period of ****** from the Effective DateSeptember 26, 2007, Sublicensee will have a right of first negotiation to any Follow-on Products which Sublicensor develops or otherwise obtains rights to as follows: (i) Following completion of the first Phase II clinical study of such Follow-on Product, Sublicensor shall describe the Follow-on Product in writing in reasonable detail, and such description shall be protected as Proprietary Information under this Agreement (a "“Confidential Disclosure"”); (ii) Sublicensor shall provide the Confidential Disclosure to Sublicensee; and (iii) during the period commencing upon Sublicensee's ’s receipt of the Confidential Disclosure and expiring ****** days thereafter (the "“Discussion Period"”), the parties shall discuss in good faith a license and commercialization agreement with respect to the Follow-on Product in the Sublicense Territory. If the parties do not reach agreement during the Discussion Period, then the Right of First Negotiation shall expire, and Sublicensor shall be free to exploit the Follow-on Product on its own, or to market the Follow-on Product to others, on terms no less favorable to Sublicensor than the final terms offered by Sublicensor. In the event Sublicensor receives an offer from any third party Third Party to license or commercialize the Follow-on Products (an "“Outside Offer"”), Sublicensor shall promptly so notify to Sublicensee before accepting or rejecting such third party Third Party offer. *****Confidential Material redacted and filed separately with the Commission.