Common use of Right of First Negotiation for Clause in Contracts

Right of First Negotiation for. [***] Additional Products. Licensor hereby grants to Licensee a right of first negotiation to license [***] additional Proprietary Products from Licensor as follows. After the expiration of Licensee’s rights under Section 2.1(b) in accordance with Section 2.1(b)(vi), Licensor shall keep Licensee reasonably informed as to the target and development stage of any other Proprietary Products. In the event that Licensor wishes to grant a license to develop and commercialize any Proprietary Product in the Field in the Territory, Licensor shall promptly notify Licensee in writing and provide a Study Summary to Licensee, and Licensee shall have [***] following receipt of the Study Summary to request a Data Package for such Proprietary Product. Licensor shall provide such Data Package with respect to such Proprietary Product as requested by Licensee. Upon receipt of the Data Package, Licensee shall have [***] to confirm its interest to obtain an exclusive license from Licensor to develop and commercialize such Proprietary Product in the Field in the Territory. If Licensee confirms its interest within such [***], Licensee shall have the exclusive right, during the next [***] (the “Negotiation Period”), to negotiate with Licensor in good faith regarding the terms and conditions of a separate agreement under which Licensee would receive such exclusive license for such Proprietary Product. If the negotiation does not result in a binding written agreement by the end of the Negotiation

Right of First Negotiation for. [***] Additional Products. Licensor hereby grants to Licensee a right of first negotiation to license [***] additional Proprietary Products products from Licensor as follows. After the expiration of Licensee’s rights under Section 2.1(b) in accordance with Section 2.1(b)(vi), Licensor shall keep Licensee reasonably informed as to the target and its development stage of any other Proprietary Productspharmaceutical products, including the results of [***]. In the event that Licensor wishes to grant a license to develop and commercialize any Proprietary Product product developed by Licensee in the Field in the Territory, Licensor shall promptly notify Licensee in writing and provide a Study Summary to Licenseewriting, and Licensee shall have [***] following receipt of the Study Summary to request a Data Package for such Proprietary Product. Licensor shall provide such Data Package with respect to such Proprietary Product as requested by Licensee. Upon receipt of the Data Package, Licensee shall have [***] to confirm its interest to obtain an exclusive license from Licensor to develop and commercialize such Proprietary Product product in the Field in the Territory. If Licensee confirms its interest within such [***], Licensee shall have the exclusive right, during the next [***] (the “Negotiation Period”)], to negotiate with Licensor in good faith regarding the terms and conditions of a separate agreement under which Licensee would receive such an exclusive license for such Proprietary Productproduct. If the negotiation does not result in a binding written agreement by the end of such [***], then Licensor shall have the Negotiationright to license such product to Third Parties in the Field in the Territory without further obligation to Licensee. Licensee’s rights under this Section 2.6 shall expire upon earlier of (a) the date upon which the Parties enters into a definitive agreement that licenses the second additional product to Licensee; and (b) Licensor has presented to Licensee [***] additional products after the term as specified in section 2.1(b).

Right of First Negotiation for. [***] Additional Products. Licensor hereby grants to Licensee a right of first negotiation to license [***] additional Proprietary Products products from Licensor as follows. After the expiration of Licensee’s rights under Section 2.1(b) in accordance with Section 2.1(b)(vi), Licensor shall keep Licensee reasonably informed as to the target and its development stage of any other Proprietary Productspharmaceutical products, including the results of [***]. In the event that Licensor wishes to grant a license to develop and commercialize any Proprietary Product product developed by Licensee in the Field in the Territory, Licensor shall promptly notify Licensee in writing and provide a Study Summary to Licenseewriting, and Licensee shall have [***] following receipt of the Study Summary to request a Data Package for such Proprietary Product. Licensor shall provide such Data Package with respect to such Proprietary Product as requested by Licensee. Upon receipt of the Data Package, Licensee shall have [***] to confirm its interest to obtain an exclusive license from Licensor to develop and commercialize such Proprietary Product product in the Field in the Territory. If Licensee confirms its interest within such [***], Licensee shall have the exclusive right, during the next [***] (the “Negotiation Period”)], to negotiate with Licensor in good faith regarding the terms and conditions of a separate agreement under which Licensee would receive such an exclusive license for such Proprietary Productproduct. If the negotiation does not result in a binding written agreement by the end of such [***], then Licensor shall have the Negotiationright to license such product to Third Parties in the Field in the Territory without further obligation to Licensee. Licensee’s rights under this Section 2.6 shall expire upon earlier of (a) the date upon which the Parties enters into a definitive agreement that licenses the second additional product to Licensee; and (b) Licensor has presented to Licensee [***] additional products after the term as specified in section 2.1(b).