Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks (a) In the event that either Harbinger or Pinnacle or any of their respective Entity Affiliates proposes to grant a sublicense Transfer any Securities (an “Out-License”other than Transfers permitted by Sections 3.1(a)(ii), and, solely in Pinnacle’s case, also Section 3.1(c)(vi)) to a Third Party for development and/or commercialization of AMG 777 (orsuch Transferring party, to the extent Company has de-prioritized AMG 777together with its Entity Affiliates, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)“ROFN Seller”), then Company the ROFN Seller shall notify Amgen in advance in writing and provide a non-confidential summary the other party, together with its Entity Affiliates (such other party, together with its Entity Affiliates, the “ROFN Buyer”), with written notice of its intent to Transfer such Securities, which notice shall set forth the Product that is number of Securities proposed to be Transferred (the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction ROFN Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days For a period of its twenty (20) Business Days following receipt of the Transaction ROFN Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity ROFN Period”), Amgen shall have if and solely to the extent initiated by the ROFN Buyer during the ROFN Period, the ROFN Buyer and the ROFN Seller shall, on an exclusive right basis, negotiate in good faith with one another regarding a transaction pursuant to negotiate an exclusivewhich the ROFN Buyer would acquire all, royalty-bearing license but not less than all, of the Securities to such Product from Companybe Transferred by the ROFN Seller as set forth in the ROFN Notice (the “ROFN Transaction”). If Amgen Unless and until definitive documentation providing for the terms and conditions of a ROFN Transaction is executed and delivered by all parties thereto, (i) does not deliver the ROFN Seller, except with respect to its obligation to negotiate in good faith on an exclusive basis as set forth above, shall have no obligation or liability whatsoever to the ROFN Buyer with respect to any ROFN Transaction, including any obligation to enter into either a Negotiation Notice to Company within non-binding term sheet or letter of intent, or definitive documentation, providing for the applicable [*] period after receipt terms and conditions of the Negotiation NoticeROFN Transaction, and (ii) does the ROFN Buyer shall not deliver to Company a written proposal have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in connection therewith. Notwithstanding the foregoing, and for the terms avoidance of an Out-License to Amgen during doubt, (x) the Exclusivity Period, or (iii) declines in writing the Out-License after review provisions of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 3.5 shall not apply to entering into or executing a Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, and (Right y) the provisions of First Negotiation) this Section 3.5 shall apply to Subsequent Transfers, except that the ROFN Period with respect to such Product. Subsequent Transfers shall be fifteen (15) Business Days instead of twenty (20) Business Days. (b) If Amgen and Company do not mutually agree on at the terms expiration of an Out-License for such Product to Amgen within the Exclusivity ROFN Period, Company shall be free to negotiate an Outthe ROFN Seller and ROFN Buyer have not entered into a non-License for such Product with any Third Party, subject to the terms binding term sheet or non-binding letter of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner intent with respect to such a sublicense. [*] = Certain confidential information contained in this documentROFN Transaction, marked by bracketsthe ROFN Seller may, has been omitted and filed separately with prior to the Securities and Exchange Commission pursuant to Rule 406 six (6) month anniversary of the last day of the ROFN Period, seek to Transfer all or a portion of its Securities Act of 1933, as amendedcovered by the ROFN Notice to an unaffiliated third party subject to Section 3.2. 2.3.2 (c) If Company’s board prior to the expiration of directors approves the initiation ROFN Period, the ROFN Seller and the ROFN Buyer have entered into a non-binding term sheet or non-binding letter of intent with respect to a process ROFN Transaction, then for a period of forty (40) Business Days following the execution of such non-binding term sheet or non-binding letter of intent (the “ROFN Definitive Documentation Period”), the ROFN Buyer and the ROFN Seller shall, on an exclusive basis, negotiate in good faith with one another regarding definitive documentation providing for the terms and conditions of the ROFN Transaction. Unless and until definitive documentation providing for the terms and conditions of the ROFN Transaction is executed and delivered by all parties thereto, (i) a Sale Transaction the ROFN Seller, except with respect to its obligation to negotiate in good faith on an exclusive basis as set forth above, shall have no obligation or liability whatsoever to the ROFN Buyer with respect to any ROFN Transaction, including any obligation to enter into definitive documentation providing for the terms and conditions of the ROFN Transaction, and (ii) the ROFN Buyer shall not have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in connection therewith. (d) If at the expiration of the ROFN Definitive Documentation Period, the ROFN Seller and ROFN Buyer have not entered into definitive documentation to consummate a response ROFN Transaction, the ROFN Seller may, prior to the six (6) month anniversary of the last day of the ROFN Definitive Documentation Period, seek to Transfer all or a portion of its Securities covered by the ROFN Notice to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant unaffiliated third party subject to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction3.2. 2.3.3 Upon (e) If the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or ROFN Seller does not consummate a sale of its Securities covered by the ROFN Notice to an unaffiliated third party (or enter into definitive documentation with respect thereto) prior to the six (6) month anniversary of the last day of the ROFN Definitive Documentation Period, if applicable (or if the ROFN Definitive Documentation Period is not applicable, the ROFN Period), for any reason whatsoever, the ROFN Seller shall forfeit any and all or substantially all rights to consummate such a Transfer, and the ROFN Buyer’s right of Company’s assets or business, Amgen’s rights first negotiation under this Section 2.3 (Right of First Negotiation) 3.5 shall terminateagain be in full force and effect should the ROFN Seller seek to Transfer such Securities again.

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 777 842 (or, to the extent Company has de-prioritized AMG 777842, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 842 (or, to the extent Company has de-prioritized AMG 777842, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.3 Upon the Completion completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks during the term of this Agreement, Onconova desires to develop and/or commercialize in the Licensed Territory any product containing a Related Compound (as defined below), either itself or with or through an Affiliate or a Third Party, Onconova shall, prior to the commencement of any such activities in or with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 777 (ora license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for Third Party than the terms of an Out-License last offered by SymBio to Amgen during Onconova therefor unless it first offers SymBio the Exclusivity Period, opportunity to obtain such license or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to right on such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Companyterms, and this Section 2.3 (Right of First Negotiation) shall SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not restrict Company interested in obtaining such license or right on such terms. “Related Compound” means any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended*. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks If, during the [**] period following the expiration of the Research Term, subject to grant and without limiting the terms of the Option Agreement, Constellation wishes to sublicense, outlicense or otherwise divest any of the Constellation Draft Pick Targets, or any compound that is directed to a sublicense Constellation Draft Pick Target and meets the Compound Criteria, including, without limitation, any Collaboration Compound and/or Licensed Product directed to a Constellation Draft Pick Target (an “Out-License”provided, however, that this Section 4.6 shall not apply to activities conducted with Permitted Contractors), it must first provide written notice of that intention to Licensee, which notice will (i) identify the Constellation Draft Pick Target, compound, and/or Licensed Product(s) to a Third Party for development and/or commercialization of AMG 777 which it applies, and (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide ii) include a non-confidential summary describing the status of the Product that is the subject research or development of the proposed sublicense, as well as associated program. Genentech or Roche (but not both) (the intended scope (which the Parties agree “Negotiating Party”) shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires respond to evaluate such Out-License, then Amgen shall notify Company that written notice within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Consideration Period”), Amgen shall have an exclusive right either providing notice of its intention to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Periodexclusively as described in this Section 4.6, or (iii) declines waiving that right; provided, however, that the failure of Genentech or Roche to provide written notice of its intention to negotiate exclusively as described in writing the Out-License after review of the Summary, then Amgen this Section 4.6 shall be deemed a waiver of its right to have waived its rights under this Section 2.3 (Right of First Negotiation) such negotiation with respect to such ProductConstellation Draft Pick Target, compound or Licensed Product(s) and Constellation shall be entitled to enter into an agreement for such Constellation Draft Pick Target, compound or Licensed Product(s) with a Third Party. If Amgen and Company do If, during the Consideration Period, the Negotiating Party gives notice of its intention to negotiate exclusively, Constellation shall negotiate with the Negotiating Party exclusively for a period extending not mutually agree on more than [**] after the Negotiating Party’s notice to Constellation hereunder (the “Negotiation Period”) regarding the terms of an Out-License for such Product pursuant to Amgen within which the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Negotiating Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect would take rights to such a sublicense. [*] = Certain confidential information contained in this documentConstellation Draft Pick Target, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction compound or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)Licensed Product(s), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) both Constellation and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale TransactionNegotiating Party negotiating in good faith. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company If, ***, XXXXX seeks to grant a sublicense (an “Outlicense or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-License”) How, to a Third Party for development and/or commercialization of AMG 777 any Royalty-Bearing Product (orcollectively, to the extent Company has dean “Out-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)License”), then Company shall XXXXX will notify Amgen ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed sublicenselicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rightsi.e., field and territory) of the Out-License (a “Transaction Notice”). If Amgen desires ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to evaluate such the Out-License, then Amgen shall ONYX will notify Company XXXXX within [*] ** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after Company’s XXXXX’x receipt of a Negotiation Notice, Company shall XXXXX will provide Amgen ONYX with a confidential summary of the Royalty-Bearing Product Company is seeking to Out-License (each, a “Summary”), including existing material clinical and preclinical data, data (as well as such other information in Company’s possession that Amgen ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of Company XXXXX under this Agreement. For [*] ** days following AmgenONYX’s receipt of a Summary (the “Exclusivity Period”), Amgen shall ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from CompanyXXXXX within the scope of the transaction described in the Transaction Notice. If Amgen ONYX (ia) does not deliver a Negotiation Notice to Company XXXXX within the applicable [*] period after receipt of the Negotiation Notice** day period, (iib) does not deliver to Company XXXXX a written proposal for the terms of an Out-License to Amgen ONYX during the Exclusivity Period, or (iiic) declines in writing the Out-License after review of the Summary, then Amgen ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such ProductRoyalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). If Amgen Notwithstanding the preceding sentence to the contrary, if ONYX and Company XXXXX do not mutually agree on the terms of an Out-License for such Product to Amgen ONYX within the Exclusivity Period, Company shall XXXXX will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2 2.2.1 (Sublicenses) Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and Section 2.3.2at the end of such *** period, ONYX’s right to exclusively negotiate an Out-License shall automatically be reinstated); provided, however, that XXXXX shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in the aggregate, to XXXXX than those last offered by ONYX or with a materially broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a sublicense license to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company Service Provider or to a Third Party distributor selling finished Royalty-Bearing Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedXXXXX. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks (a) If, at any time during the Term, Braeburn or any of its Affiliates intends to grant license or sublicense its right to develop or Commercialize a sublicense ROFN Product in the Territory (an “Out-License”or any part thereof) to a any Third Party for development and/or commercialization of AMG 777 in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)but not including any Excluded Transaction), then Company prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Amgen Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in advance Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing and provide during the ROFN Negotiation Period that it is not interested in acquiring rights to a non-confidential summary of the particular ROFN Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Amgen desires to evaluate such Out-LicenseKnight delivers a Knight Waiver Notice regarding a ROFN Product, then Amgen shall notify Company within [*] days Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its receipt of rights to develop or Commercialize such ROFN Product in the Transaction Notice Territory (or any part thereof) (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “SummaryThird Party Offer”), including existing material clinical and preclinical dataBraeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, as well as such other information in Company’s possession then Braeburn may [***]. (d) Notwithstanding anything contained herein to the contrary, it is agreed and acknowledged that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information the rights and obligations of Company Knight and Braeburn under this AgreementSection 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For [*] following Amgen’s receipt clarity, the rights and obligations of a Summary (the “Exclusivity Period”), Amgen Knight and Braeburn under this Section 2.9 shall have an exclusive right not apply to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt any sale or change of the Negotiation Noticecontrol of Braeburn or any of its Affiliates, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, any sale or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale transfer of all or substantially all of Companythe assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s assets right to develop or businessCommercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminatewithout limitation, an “Excluded Transaction”).

Right of First Negotiation. 2.3.1 If Company seeks Subject to grant the terms and conditions of this Agreement, ORGENTEC hereby grants to Proprius the right of first negotiation to obtain a sublicense license with respect to one or more Additional Products in the Field in the Territory in accordance with this Section 2.2. If, during the Term, ORGENTEC proposes to introduce (either directly or through an “Out-License”) to a Affiliate or Third Party for development and/or commercialization of AMG 777 (or, to licensee or distributor) in the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence))Territory any Additional Product, then Company ORGENTEC shall promptly notify Amgen in advance Proprius thereof in writing of such intent and shall provide a non-confidential summary of the to Proprius any and all available scientific data, patent filings and other relevant information regarding such Additional Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction NoticeDiligence Information”). If Amgen desires to evaluate At any time during the 30-day period commencing on the date of such Out-Licensenotice, then Amgen shall notify Company provided that all available Diligence Information regarding an Additional Product has been provided within [***] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as following such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary notice (the “Exclusivity Review Period”), Amgen shall have an exclusive Proprius, at its sole discretion, may exercise its right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) first negotiation with respect to such Additional Product by delivering written notice of exercise to ORGENTEC. If Proprius exercises such right of first negotiation prior to expiration of the Review Period, the parties shall negotiate in good faith for up to an additional [***] days (the “Negotiation Period”) regarding the terms upon which ORGENTEC would exclusively license such Additional Product to Proprius in the Field in the Territory. Until the expiration of the Negotiation Period with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant of a license with respect to such Additional Product. If Amgen and Company do Proprius does not mutually agree on exercise its right of first negotiation with respect to an Additional Product prior to expiration of the terms of an Out-License for such Product to Amgen within the Exclusivity Review Period, Company or if Proprius exercises such right of first negotiation with respect to an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional Product, then ORGENTEC shall be free to offer such Additional Product to, and to negotiate an Out-License for such Product with and enter into a license with, any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [Additional Product in the Field in the Territory, except that ORGENTEC shall not license such Additional Product to any Third *] = ** Certain confidential information contained in on this document, marked by brackets, page has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, Commission. Confidential treatment has been requested with respect to the extent Company has de-prioritized AMG 777, the backup Product thereto omitted portions. Party on terms more favorable to such Third Party than those offered to Proprius without first offering such license to Proprius on such more favorable terms for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) period of the Out-License and/or Sale Transactionat least 30 days. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks 5.4.1 Subject to grant Section 5.5, if during the period starting on the Effective Date and ending on the date that is [***] days following the delivery to Amgen of the first Successful Phase II Study Results with respect to a sublicense ROFN Product (an the “Out-LicenseROFN Period”), RBNC (i) elects to sell, transfer, license or divest its rights to develop or commercialize such ROFN Product to a Third Party, or (ii) receives a bona fide term sheet from a Third Party for development and/or commercialization rights to develop or commercialize such ROFN Product, and RBNC has decided to respond to such term sheet (each of AMG 777 (ori) and (ii), to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)a “ROFN Trigger”), then Company shall notify Amgen in advance in writing and within [***] days of such election or receipt, RBNC will provide AMGEN with a non-confidential summary of written notice thereof (“ROFN Trigger Notice”), referencing whether such ROFN Trigger falls within subsection (i) or (ii), identifying the ROFN Product that is the subject of such ROFN Trigger, and (a) if subsection (i) applies, summarizing [***] or (b) if subsection (ii) applies, summarizing [***]. If subsection (ii) applies, RBNC shall not engage with or provide a responsive term sheet draft to such Third Party unless Amgen declines the proposed sublicenseopportunity to negotiate with RBNC pursuant to this Section 5.4 or fails to provide an Amgen ROFN Election Notice for such ROFN Product in response to the relevant ROFN Trigger Notice, as well as or Amgen and RBNC do not enter into an agreement with respect to such ROFN Product prior to expiration of the intended scope (which ROFN Negotiation Exclusivity Period for such ROFN Product after Amgen provides a timely Amgen ROFN Election Notice for such ROFN Product. Notwithstanding the foregoing, if Amgen had exercised its Option with respect to such ROFN Product under Section 5.3, but the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”)did not enter into an agreement pursuant to Section 5.3 with respect to such ROFN Product, then [***]. If [***]. 5.4.2 If Amgen desires to evaluate such Out-Licensenegotiate an arrangement pursuant to which it would enter into an agreement with RBNC for the ROFN Product that is the subject of a ROFN Trigger Notice, then Amgen shall must notify Company RBNC in writing thereof (the “Amgen ROFN Election Notice”) within [***] days of its Amgen’s receipt of the Transaction ROFN Trigger Notice (a “Negotiation NoticeNotice Period”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [***] days following AmgenXxxxx’s receipt timely delivery of a Summary the Amgen ROFN Election Notice or such longer time as the Parties may mutually agree in writing (the “ROFN Negotiation Exclusivity Period”), Amgen shall will have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Companya transaction. If Amgen (i) does not deliver a During the ROFN Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, RBNC shall negotiate exclusively with Amgen in good faith to reach agreement for such transaction between the Parties. 5.4.3 On a ROFN Product-by-ROFN Product basis, Amgen’s rights under Sections 5.4.1-5.4.2 will terminate (and RBNC will have no further obligations to Amgen under Sections 5.4.1-5.4.2, and for clarity, RBNC will be free to offer, negotiate and execute a Third Party Transaction for such ROFN Product), upon the earliest of: (a) Amgen declining the opportunity to negotiate or failing to provide an Amgen ROFN Election Notice to RBNC during the Notice Period for such ROFN Product, or (iiib) declines in writing if Amgen provides a timely Amgen ROFN Election Notice, the Out-License after review expiration of the SummaryROFN Negotiation Exclusivity Period for such ROFN Product without the Parties consummating such transaction, then Amgen shall be deemed to have waived its [***]. If [***]. Amgen’s rights and RBNC’s obligations under this Section 2.3 (Right of First Negotiation) Sections 5.4.1-5.4.2 will expire in their entirety with respect to such Product. If Amgen and Company do not mutually agree on any ROFN Product upon the terms expiration of an Out-License the ROFN Period for such Product to Amgen within ROFN Product, [***]. 5.4.4 For the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms sake of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License the foregoing provisions shall not include 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 manufacturing, developing or developing Products researching a ROFN Product for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedRBNC. 2.3.2 5.4.5 If Company’s board RBNC undergoes a Change of directors approves Control (but excluding any Change of Control resulting from an IPO) during the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence))ROFN Period, then Company RBNC shall notify Amgen concurrently with in writing thereof, and notwithstanding anything to the contrary in this Agreement, Amgen will not have any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as rights, and RBNC will not have any obligations to Amgen, under this Section 5.4 following the closing of such written notice) and provide the intended scope (i.e.transaction. For clarity, field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, AmgenXxxxx’s rights under this Section 2.3 (Right 5.4 shall not apply to any Change of First Negotiation) shall terminateControl transaction that RBNC may consider or execute.

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (an “Out-License”a) to a Third Party for development and/or commercialization of AMG 777 (orIf, to at any time within 24 months following the extent Company has de-prioritized AMG 777Closing Date, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice Buyer determines that it desires to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines engage in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction (other than a result of or (ii) a in response to an unsolicited bona fide offer for an Outto engage in a Sale Transaction) and (ii) at the time of such determination, all or substantially all of the assets and business of the Company continue to be held and operated by the Buyer as a stand-License, in each case related to Company’s rights in AMG 777 (or, alone operation and not integrated with the businesses or assets owned or operated prior to the extent Company has de-prioritized AMG 777Closing by Yell Group Ltd. or any of its Subsidiaries, then prior to engaging in any negotiations with any third party for a Sale Transaction with such third party, the backup Product thereto Buyer will deliver written notice (the "Sale Transaction Determination Notice") to the Seller of such determination. If, within five business days following the date of delivery of the Sale Transaction Determination Notice, the Seller delivers written notice to the Buyer that the Seller desires to negotiate with the Buyer regarding a possible Sale Transaction, then the Buyer and the Seller agree to promptly make available their appropriate representatives to engage in such negotiations. In such event, the Buyer will not, for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 a period of ten business days following the date of delivery of the notice from Seller described in the immediately preceding sentence (Diligence)the "Exclusive Negotiation Period"), then Company shall notify Amgen concurrently engage in any negotiations with any other notifications required hereunder (provided that third party for a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon (b) Notwithstanding the Completion provisions of an Initial Public Offering Section 4.9(a), (i) neither the Buyer nor the Seller is obligated to agree to or enter into any Sale Transaction with the other party and (ii) the Buyer will not be prohibited from agreeing to or entering into a Sale Transaction with a third party following the expiration of the Exclusive Negotiation Period, regardless of whether the terms of such Sale Transaction with such third party are more favorable to the Buyer, less favorable to the Buyer or the same as defined in the investor rights agreement to be entered into any terms offered by the PartiesSeller or discussed by the Buyer and the Seller during the Exclusive Negotiation Period. (c) For purposes of this Section 4.9, a "Sale Transaction" is (i) any sale (whether in one or a sale series of related transactions) of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, other than any such sale to an Excluded Purchaser (as defined below), (ii) any sale of 50% or more of the capital stock of the Company’s , other than any such sale to an Excluded Purchaser or (iii) any merger, consolidation or similar transaction (other than a transaction that also involves other businesses owned or operated by Yell Group Ltd. or any of its Subsidiaries) that results in any Person or group of affiliated persons (other than any Excluded Purchaser) owning a majority of the capital stock of the Company or substantially all of the assets or businessof the Company and its Subsidiaries, Amgen’s rights under taken as a whole; provided, however, that neither a public offering of capital stock of the Company nor any transaction occurring at any time following any such public offering shall constitute a Sale Transaction. For purposes of this Section 2.3 4.9, an "Excluded Purchaser" means (Right A) Yell Group Ltd., (B) any Subsidiary of First NegotiationYell Group Ltd., or (C) shall terminateany direct or indirect holder of more than 25% of the equity interest of Yell Group Ltd. (or any entity under the direct or indirect control of any such holder).

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 777 (orFOUNDATION grants LICENSEE, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary not granted under another section or paragraph of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement, a right of first negotiation with respect to any Improvement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen LICENSEE shall have an exclusive right to negotiate an exclusive, royalty-bearing license agreement with FOUNDATION for any such Improvement for a ******************************************************* to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice LICENSEE or Reduction to Company within the applicable [*] period after receipt Practice of the Negotiation Noticeinvention that comprises the Improvement, (ii) does whichever is later. FOUNDATION will negotiate in good faith such an agreement with LICENSEE during this period. OTHER ----- LICENSEE agrees that it will not deliver to Company a written proposal for use the terms indicia or names FOUNDATION or of an Out-License to Amgen during the Exclusivity PeriodCornell University or any of their personnel in advertising, promotion, or (iii) declines in writing the Out-License after review labeling of Licensed Products without prior written approval of the SummaryFOUNDATION. Such approval shall not be unreasonably withheld by FOUNDATION. It is understood, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Periodhowever, Company that LICENSEE shall be free to negotiate an Out-License for such Product with disclose the terms and conditions of this Agreement to any Third Party, subject third parties including potential investors. FOUNDATION makes no representations other than those specified in the WHEREAS clauses. FOUNDATION MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FOUNDATION by this Agreement makes no representation as to the terms patentability and/or breadth of Section 2.2 (Sublicenses) and Section 2.3.2the inventions and/or discoveries involved in a Licensed Patent. For clarity, an Out-License shall not include FOUNDATION by this Agreement makes no representation as to patents now held or which will be held by others in the grant field of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Licensed Products for Company a particular purpose. LICENSEE agrees to defend, indemnify and hold FOUNDATION harmless from and against all liability, demands, damages, expenses or to a Third Party distributor selling finished Product purchased from Companylosses for death, personal injury, illness or property damage arising (a) out of use by LICENSEE or its sublicensees of inventions licensed or information furnished under this Agreement, or (b) out of any use, sale or other disposition by LICENSEE or its sublicensees of products made by use of such inventions or information. As used in this clause, FOUNDATION includes its Trustees, Officers, Agents and Employees, and this Section 2.3 (Right those of First Negotiation) Cornell University, and "LICENSEE" includes its Affiliates, Subsidiaries, Contractors and Sub-Contractors. This Agreement shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with be interpreted under the Securities and Exchange Commission pursuant to Rule 406 Laws of the Securities Act State of 1933New York. Reports, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, notices and other communications to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company FOUNDATION shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.addressed to:

Right of First Negotiation. 2.3.1 If Company seeks During the Term of this Agreement, upon Xxxxxxxx’s receipt of an unsolicited written offer or invitation to grant a sublicense negotiate from an unaffiliated third party (other than Medtronic or its Affiliates, and other than third parties with which Allurion (or an “Out-License”Affiliate) to a Third Party for has existing distribution, sales agency, development and/or commercialization of AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)or similar arrangements), then including a Competitive Company shall notify Amgen in advance in writing and provide (as defined below), for a non-confidential summary of the Product that is the subject of the proposed sublicense, Covered Transaction (as well as the intended scope (which the Parties agree shall be initially for worldwide rightsdefined below) of the Out-License (a “Transaction NoticeThird Party Offer”). If Amgen desires to evaluate such Out-License, then Amgen Allurion shall notify Company within [*] days provide Medtronic with prompt written notice of its receipt of the Transaction Notice such Third Party Offer (a “Negotiation Covered Transaction ROFN Notice”)) [***]. Promptly after CompanyFor purposes of this Agreement, a “Covered Transaction” means: (i) [***] (ii) [***] (iii) [***]. For purposes of this Agreement, [***]. Within [***] following Xxxxxxxx’s receipt delivery of a Negotiation Notice, Company shall provide Amgen with a confidential summary of Covered Transaction ROFN Notice (the Product Company is seeking to Out-License (a “SummaryROFN Election Period”), including existing material clinical Medtronic shall provide Allurion with written notice setting forth that it desires to enter into negotiations for such Covered Transaction with Xxxxxxxx. Subject to compliance with the preceding sentence, during the [***] period following Xxxxxxxx’s delivery of a Covered Transaction ROFN Notice (the “ROFN Negotiation Period”), Xxxxxxxx agrees to exclusively negotiate in good faith with Medtronic the terms of a definitive written agreement, pursuant to which Allurion and preclinical dataMedtronic (or an affiliate of Medtronic) would enter into such Covered Transaction. Unless otherwise agreed to by Medtronic, during the ROFN Negotiation Period, neither Allurion nor any of its directors, officers, employees, agents or any of their respective representatives shall negotiate or discuss any other offer with, or solicit or accept any other offer from, any third party other than Medtronic regarding any Covered Transaction. If, either (i) as well of the expiration of the ROFN Negotiation Period, Allurion and Medtronic have not executed a definitive agreement with respect to such Covered Transaction, or (ii) as of the expiration of the ROFN Election Period, Medtronic fails to deliver to Allurion written notice setting forth that it desires to enter into negotiations for such other information Covered Transaction as provided above, then Allurion and any of its directors, officers, employees, agents or any of their respective representatives shall have the right to negotiate the contemplated Covered Transaction that was described in Companythe Covered Transaction ROFN Notice with the third party who made the Third Party Offer. For the avoidance of doubt, (i) if Allurion receives multiple Third Party Offers for Covered Transactions (or different combinations of Covered Transactions), Medtronic shall have an independent right of first negotiation on the terms described above with respect to each such Third Party Offer; and (ii) nothing in this Section shall operate to limit Medtronic’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company rights under this Agreement. For [*] following Amgen’s receipt Medtronic acknowledges that, as of the Effective Date, Allurion (or an Affiliate) has arrangements with third parties that would constitute a Summary Covered Transaction under this Section 2.3. Notwithstanding anything to the contrary in this Section 2.3, Allurion (the “Exclusivity Period”), Amgen and any Affiliate) shall have an exclusive the right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Noticecontinue and maintain such arrangement(s) with such third parties, and (ii) does not deliver to Company a written proposal for sell directly anywhere outside the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedPilot Countries. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks to INDEVUS shall grant AVENTIS a sublicense right of first negotiation (an the “Out-LicenseRight of First Negotiation”) to obtain from INDEVUS a Third Party for development and/or commercialization of AMG 777 Sublicense Opportunity (oras defined below), on and subject to the extent Company has de-prioritized AMG 777, following terms and conditions: 2.4.1. In the backup event INDEVUS intends to begin negotiations relating to a sublicense of Compound or Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Sublicense Opportunity”), INDEVUS shall give written notice of such intention to AVENTIS (the “Commencement Notice”). The Commencement Notice shall include a summary of any INDEVUS Know-How generated pursuant to the Development Program that has not been previously presented at a Committee meeting. 2.4.2. AVENTIS shall have the right to exercise the Right of First Negotiation by delivery to INDEVUS of a written notice (the “AVENTIS Notice”) within [*] days after the date of receipt of the Commencement Notice stating that it has a bona fide interest in entering into such Sublicense Opportunity and including a proposal by AVENTIS of the terms thereof. 2.4.3. If Amgen desires AVENTIS exercises the Right of First Negotiation pursuant to evaluate such Out-LicenseSection 2.4.2, then Amgen INDEVUS and AVENTIS shall notify Company engage in exclusive, good faith negotiations to enter into an agreement relating to the Sublicense Opportunity on mutually acceptable terms and conditions within [*] days of its the date of receipt by INDEVUS of the AVENTIS Notice (the “Negotiation Period”). Such agreement would include the grant by INDEVUS to AVENTIS of an exclusive or non-exclusive sublicense under (i) the AVENTIS Intellectual Property and (ii) the INDEVUS Patent Assets and INDEVUS Know-How, to develop, make, have made, use, import, offer for sale, market, commercialize, distribute and sell and otherwise dispose of Compound and Product for such uses and in such countries in the Territory, and on such terms and conditions, as may be negotiated in good faith and mutually agreed to by the Parties. 2.4.4. In the event that (i) INDEVUS has not received the AVENTIS Notice in accordance with Section 2.4.2 within [*] days after the date of receipt of the Transaction Commencement Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Noticeby AVENTIS, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, or (ii) the AVENTIS Notice states that AVENTIS does not deliver intend to Company a written proposal for the terms exercise its Right of an Out-License to Amgen during the Exclusivity PeriodFirst Negotiation, or (iii) declines in writing AVENTIS exercises the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect Negotiation but the Parties are unable to such Product. If Amgen and Company do not mutually agree on reach agreement prior to expiration of the terms of an Out-License for such Product to Amgen within the Exclusivity Negotiation Period, Company the Right of First Negotiation shall expire and INDEVUS shall be free to negotiate an Out-License for enter into a transaction relating to such Product Sublicense Opportunity with any Third Party; provided, subject to however, that INDEVUS shall not enter into a Sublicense Opportunity with a Third Party for a period of [*] days after expiration of the Negotiation Period if the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a with such Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-Licenseare, in each case related the aggregate, less favorable to Company’s rights INDEVUS than the terms agreed to by AVENTIS in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder negotiations pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction2.4.3. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks Resonant’s board of directors proposes to grant a sublicense (an “Out-License”) sell Resonant to a Third Party for development and/or commercialization of AMG 777 non-affiliate (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)STI excluded), then Company shall Resonant will notify Amgen in advance in writing and provide a Skyworks of such proposal before it makes such proposal to any such non-confidential summary affiliates (other than STI). If Skyworks notifies Resonant within 20 days of receiving the Product notice from Resonant that it is interested in potentially acquiring Resonant, then Resonant and Skyworks will in good faith negotiate for 45 days regarding a sale of Resonant to Skyworks, starting on the subject date Resonant receives such notice from Skyworks (the “Right of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction NoticeFirst Negotiation”). If Amgen desires If, in their respective sole and absolute discretion they are unable to evaluate enter a definitive acquisition agreement in such Out-License45 day period, then Amgen shall notify Company within [*] days of its receipt Resonant is free to market and sell itself to any party free of the Transaction Notice Right of First Negotiation, and without further notice to Skyworks. The Right of First Negotiation will only “reset” (a “i.e., again be triggered) if Resonant’s board of directors determines in its sole business judgment that the sale process which triggered the Right of First Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information terminated, and then it later commences a new sale process. All of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its Skyworks rights under this Section 2.3 7 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with including any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (then pending Right of First Negotiation) shall not restrict Company in any manner with respect automatically terminate on the earlier to such a sublicense. [*] = Certain confidential information contained in occur of (a) the termination of this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction Agreement or (iib) a response to an unsolicited offer for initial public offering of Resonant’s securities (including via reverse merger into public shell or other transaction using an Out-License, in each case related to Company’s rights in AMG 777 (or, to affiliate of Resonant that achieves substantially the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligencesame result of an IPO or reverse merger)), then Company shall notify Amgen concurrently . Skyworks will not interfere with any other notifications required hereunder (proposed sale to another party provided only that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under Resonant has complied with this Section 2.3 (Right of First Negotiation) shall terminate. For clarity, the Right of First Negotiation does not apply to a sale by the shareholders of Resonant of their shares, but rather only a transaction to which Resonant itself is a party. Except as expressly set forth in this Section 7, Resonant has no obligation to discuss or negotiate with Skyworks, or notify Skyworks regarding, any transaction involving a sale of or other extraordinary transactions involving Resonant.

Right of First Negotiation. 2.3.1 If Company seeks (a) If, at any time during the Term, Braeburn or any of its Affiliates intends to grant license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (an the “OutData Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for a period commencing upon the date Knight receives the Data Package from Braeburn and expiring forty-Licensefive (45) days thereafter (the “ROFN Negotiation Period”) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). The Parties agree and acknowledge that such commercially reasonable terms and conditions may be substantially different from the terms and conditions of this Agreement. All information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms with respect to the development or commercialization of a ROFN Product during the ROFN Negotiation Period, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”); provided, that Braeburn may not accept or enter into any agreement with any Third Party with respect to a Third Party for development and/or commercialization of AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License Offer (a “Third Party Transaction”) without first (i) notifying Knight in writing of any proposed Third Party Transaction, which notice shall include, in reasonable detail, the material terms and conditions thereof (a “Third Party Transaction Notice”). If Amgen desires , and (ii) providing Knight a period of five (5) Business Days to evaluate such Out-Licensepropose, then Amgen shall notify Company within [*] days of its receipt in reasonable detail, terms and conditions for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize such ROFN Product in the Territory that are, as a, at least favorable to Braeburn as the proposed Third Party Transaction Notice (a “Negotiation NoticeKnight Offer”). Promptly after CompanyIn the event Knight delivers a Knight Offer within such five (5) Business Day period, Braeburn shall negotiate in good faith with Knight for a period of not less than ten (10) Business Days with respect to the Knight Offer, and during such period Braeburn may not enter into a Third Party Transaction unless Knight withdraws the Knight Offer. If Knight withdraws the Knight Offer or the Parties do not enter into a written agreement with respect to the Knight Offer within such ten (10) Business Day period, then Braeburn shall be free to enter into such Third Party Transaction, or any other transaction involving Braeburn’s receipt of rights to develop or Commercialize the ROFN Product in the Territory and Braeburn shall have no obligation to provide Knight any further opportunity to offer a Negotiation Notice, Company shall provide Amgen with a confidential summary new proposal for the acquisition by Knight of the Product Company ROFN product. (d) Notwithstanding anything contained herein to the contrary, it is seeking to Out-License (a “Summary”), including existing material clinical agreed and preclinical data, as well as such other information in Company’s possession acknowledged that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information the rights and obligations of Company Knight and Braeburn under this AgreementSection 2.9 shall apply only to potential licenses or sublicenses of Braeburn’s right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) without a grant of rights with respect to the ROFN Product in any other country or jurisdiction (or any part thereof). For [*] following Amgen’s receipt clarity, the rights and obligations of a Summary (the “Exclusivity Period”), Amgen Knight and Braeburn under this Section 2.9 shall have an exclusive right not apply to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt any sale or change of the Negotiation Noticecontrol of Braeburn or any of its Affiliates, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, any sale or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale transfer of all or substantially all of Companythe assets, business or operations of Braeburn or any of its Affiliates, or all or substantially all of the business or operations of Braeburn or any of its Affiliates relating to any ROFN Product, or (iii) any license, sublicense or other transfer of Braeburn’s assets right to develop or businessCommercialize a ROFN Product that relates to a geographic territory that includes the Territory and at least one other country (each of (i)-(iii), Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminatewithout limitation, an “Excluded Transaction”).

Right of First Negotiation. 2.3.1 If Company seeks EPIZYME hereby grants to grant CELGENE, on the terms set forth in this Section 7.2, a sublicense right of first negotiation with respect to a Business Combination of EPIZYME (an the “Out-LicenseROFN Right”) during the Option Term. If, during the Option Term, EPIZYME desires, directly or indirectly (including through any parent or holding corporation or entity or group of controlling stockholders acting together) to pursue a Business Combination (a “Proposed Transaction”), then prior to negotiating the terms of an agreement for the Proposed Transaction with one or more Third Parties, EPIZYME shall notify CELGENE in writing of EPIZYME’s desire to pursue a Proposed Transaction and, during the period beginning on the date on which EPIZYME so notifies CELGENE and ending upon the ROFN Expiration (as defined below), none of EPIZYME, its Affiliates, and its and their respective officers, directors, employees, agents, attorneys, accountants, financial advisers, and representatives shall, directly or indirectly, solicit, initiate or encourage proposals from, discuss or negotiate with, or provide any information to, any Third Party related to the Proposed Transaction. CELGENE shall, within [**] days after receipt of such notice, indicate to EPIZYME in writing whether it wishes to enter into the Proposed Transaction and, if CELGENE indicates that it wishes to enter into the Proposed Transaction, the Parties shall negotiate in good faith to enter into mutually agreeable terms pursuant to which CELGENE would enter into such Proposed Transaction with EPIZYME, it being understood and agreed that the foregoing negotiation obligation shall not require EPIZYME to accept any offer made by CELGENE or to enter into the Proposed Transaction. If either (a) CELGENE indicates it does not wish to pursue a Proposed Transaction, (b) CELGENE fails to indicate its interest within such [**] day period or (c) CELGENE indicates it wishes to enter into such Proposed Transaction but the Parties fail to reach agreement on the terms of a Proposed Transaction or to execute a definitive agreement with respect to such Proposed Transaction prior to the earlier of [**] days after the date of CELGENE’s indication of interest or the expiration of the Option Term, then the ROFN Right shall expire (the “ROFN Expiration”) and EPIZYME shall be free, without any further obligation to CELGENE under this Agreement with respect thereto, to enter into the Proposed Transaction with a Third Party; provided that, in the event clause (c) of this sentence is applicable, if EPIZYME proposes to enter into a Proposed Transaction with a Third Party for development and/or commercialization during the Option Term on terms that (i) include an upfront purchase price payment (inclusive of AMG 777 (or, amounts placed into an escrow account concurrently with such upfront purchase price payment) that is less than or equal to the extent Company has de-prioritized AMG 777upfront purchase price payment (inclusive of amounts placed into an escrow account concurrently with such upfront purchase price payment) last offered by CELGENE in writing to EPIZYME or (ii) taken as a whole, are materially less favorable to EPIZYME and/or its shareholders, as applicable, than the terms last offered in writing to EPIZYME by CELGENE (such condition, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)“Lower Value Third Party Offer Condition”), then Company (A) EPIZYME shall, prior to entering into the Proposed Transaction with such Third Party, offer such terms (and in the case of the foregoing clause (i), including the lower upfront purchase price) to CELGENE (and, if CELGENE accepts such offer, CELGENE shall have the right to substitute an equivalent amount of cash for any non-cash consideration in the Third Party offer), (B) CELGENE shall have [**] days after the date of receipt of such offer from EPIZYME to notify Amgen in advance EPIZYME in writing of its acceptance of such offer and provide (C) (1) if CELGENE so accepts, the Parties shall promptly enter into a non-confidential summary definitive agreement for the Proposed Transaction on such terms, or (2) if CELGENE does not accept, then EPIZYME shall be free, without any further obligation to CELGENE under this Agreement with respect thereto, to enter into the Proposed Transaction with a Third Party; provided further that if EPIZYME does not enter into a definitive agreement for a Proposed Transaction with a Third Party within two hundred and twenty five (225) days after the expiration of CELGENE’s ROFN Right as described above, and at such time the Option Term has not yet expired, CELGENE’s ROFN Right shall be reinstated, the ROFN Expiration shall be deemed not to have previously occurred, and the Parties shall again comply with this Section 7.2 as if the Proposed Transaction were a new transaction. For the avoidance of doubt, preliminary discussions that precede a formal offer or term sheet shall not be restricted by this Section 7.2. This Section 7.2 and the ROFN Right shall terminate immediately upon the earlier to occur of the Product that is the subject termination of the proposed sublicenseOption Term or consummation of a Business Combination by EPIZYME. Any notice provided by either Party hereunder, as well as the intended scope (which the Parties agree fact that this section might be applicable, that a notice has been provided hereunder or that EPIZYME has considered/is considering a Proposed Transaction, shall be initially for worldwide rights) “Confidential Information” of the Out-License (a “Transaction Notice”). If Amgen desires both Parties and expressly subject to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”)Article 9, including existing material clinical and preclinical dataSection 9.1, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedhereof. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks (i) In the event that during the period commencing at the Closing and ending upon the tenth (10th) anniversary of the Closing, either Parent or Buyer or any of their respective Control Affiliates proposes to grant enter into a sublicense joint venture with a third party with respect to, or engage a third party to manage, all or any portion of the Parent Additional Property (an in the case of Parent and its Control Affiliates) or the Buyer Additional Property (in the case of Buyer and its Control Affiliates) for a use that is primarily related to lodging, food and beverage, retail or entertainment activities (a “Out-LicenseTriggering Activity”) to a Third Party for development and/or commercialization of AMG 777 (orsuch party, to the extent Company has de-prioritized AMG 777together with its Control Affiliates, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)“ROFN Triggering Party”), then Company the ROFN Triggering Party shall notify Amgen provide other party (such other party, together with its Control Affiliates, the “ROFN Counterparty”) with written notice of its intent to engage in advance in writing and provide a non-confidential Triggering Activity, which notice shall set forth a reasonable summary of the Product that is proposed Triggering Activity, its concept and a reasonable, good faith estimate of its development cost (the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction ROFN Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] For a period of thirty (30) days of its following receipt of the Transaction ROFN Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity ROFN Period”), Amgen shall have if and solely to the extent initiated by the ROFN Counterparty during the ROFN Period, the ROFN Counterparty and the ROFN Triggering Party shall, on an exclusive right basis, negotiate in good faith with one another regarding a transaction pursuant to negotiate an exclusive, royalty-bearing license to which the ROFN Counterparty would participate in such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, joint venture or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) management arrangement with respect to such ProductParent Additional Property or Buyer Additional Property, as the case may be (the “ROFN Transaction”). If Amgen Unless and Company do not mutually agree on until definitive documentation providing for the terms and conditions of a ROFN Transaction is executed and delivered by all parties thereto, (i) neither the ROFN Triggering Party nor any of its Control Affiliates except with respect to its obligation to negotiate in good faith on an Outexclusive basis as set forth above, shall have any obligation or liability whatsoever to the ROFN Counterparty with respect to any ROFN Transaction, including any obligation to enter into either a non-License binding term sheet or letter of intent, or definitive documentation, providing for such Product to Amgen within the Exclusivity terms and conditions of the ROFN Transaction, and (ii) the ROFN Counterparty shall not have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in connection therewith. (ii) If at the expiration of the ROFN Period, Company shall be free the ROFN Triggering Party and the ROFN Counterparty have not entered into a non-binding term sheet or non-binding letter of intent with respect to negotiate an Out-License for such Product with a ROFN Transaction, the ROFN Triggering Party and its Control Affiliates may, without any Third Party, subject other obligation or liability to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner ROFN Counterparty with respect to such ROFN Transaction, seek to enter into a sublicense. [*] = Certain confidential information contained transaction constituting a Triggering Activity with any third party in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant manner generally described in the ROFN Notice. (iii) If prior to Rule 406 the expiration of the Securities Act ROFN Period, the ROFN Triggering Party and the ROFN Counterparty have entered into a non-binding term sheet or non-binding letter of 1933intent with respect to a ROFN Transaction, as amended. 2.3.2 If Company’s board then for a period of directors approves ninety (90) days following the initiation execution of a process such non-binding term sheet or non-binding letter of intent (the “ROFN Definitive Documentation Period”), the ROFN Counterparty and the ROFN Triggering Party shall, on an exclusive basis, negotiate in good faith with one another regarding definitive documentation providing for the terms and conditions of the ROFN Transaction. Unless and until definitive documentation providing for the terms and conditions of the ROFN Transaction is executed and delivered by all parties thereto within such 90-day period, (i) a Sale Transaction the ROFN Triggering Party, except with respect to its obligation to negotiate in good faith on an exclusive basis as set forth above, shall have no obligation or liability whatsoever to the ROFN Counterparty with respect to the ROFN Transaction, including any obligation to enter into definitive documentation providing for the terms and conditions of the ROFN Transaction, and (ii) the ROFN Counterparty shall not have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in connection therewith. (iv) If at the expiration of the ROFN Definitive Documentation Period, the ROFN Triggering Party and the ROFN Counterparty have not entered into definitive documentation to consummate a response to an unsolicited offer for an Out-LicenseROFN Transaction, in each case related to Company’s rights in AMG 777 (orthe ROFN Triggering Party may, without any other obligation or liability to the extent Company has de-prioritized AMG 777ROFN Counterparty with respect to such ROFN Transaction, the backup Product thereto for which Company is actively seeking seek to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently enter into a transaction constituting a Triggering Activity with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined third party in the investor rights agreement to be entered into by manner generally described in the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminateROFN Notice.

Right of First Negotiation. 2.3.1 If Company seeks Depomed shall notify Santarus in writing in the event that Depomed desires to grant a sublicense (an “Out-License”) rights to a Third Party for development and/or commercialization of AMG 777 to develop or commercialize a pharmaceutical product containing metformin and another generic active pharmaceutical ingredient (ori.e., to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product an active pharmaceutical ingredient that is produced and distributed within the subject Territory without composition of matter patent protection for the proposed sublicense, as well as compound) in combination with Depomed’s proprietary Acuform drug delivery technology incorporated within the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License Products (a “Transaction NoticeCovered Combination Product”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company Santarus notifies Depomed in writing within [***] days of its after receipt of such notice (the Transaction Notice “Evaluation Period”) that Santarus is not interested in obtaining the applicable rights in and to the applicable Covered Combination Product (a the “Negotiation NoticeCovered Combination Product Rights”), or if Santarus fails to notify Depomed of Santarus’ interest in obtaining the Covered Combination Product Rights, in either case prior to the expiration of the Evaluation Period, then Depomed shall have no further obligation to Santarus under this Agreement with respect to the applicable Covered Combination Product Rights with respect to the applicable Covered Combination Product. Promptly after CompanyIf Santarus is interested in obtaining the applicable rights, it shall so notify Depomed in writing prior to the expiration of the Evaluation Period, and upon Depomed’s receipt of such notice Santarus and Depomed shall promptly commence good-faith negotiations, for a Negotiation Notice, Company shall provide Amgen with a confidential summary period of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [***] following Amgen’s receipt of a Summary and such longer period as may be mutually agreed upon by the parties in writing in the event the parties have made material progress in the negotiations (the “Exclusivity Negotiation Period”), Amgen regarding the commercially reasonable terms of an agreement pursuant to which Santarus shall obtain the applicable rights. If Depomed and Santarus fail to enter into an agreement for the applicable rights prior to the expiration of the Negotiation Period, then Depomed shall thereafter have an exclusive the right to negotiate and enter into an exclusive, royalty-bearing license to agreement with a Third Party granting such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from CompanyParty; provided that, and this Section 2.3 (Right for a period of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document**], marked by brackets, has been omitted any such agreement may not be on terms and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, conditions materially more favorable to the extent Company has de-prioritized AMG 777, Third Party than the backup Product thereto for which Company is actively seeking terms and conditions last offered by Santarus prior to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently the termination of discussions with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) Depomed. The provisions of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.this

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (an “Out-License”a) to a Third Party for development and/or commercialization of AMG 777 (or, to Commencing on the extent Company has de-prioritized AMG 777, Effective Date and continuing until the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [**] following Amgen’s receipt of a Summary anniversary thereof (the “Exclusivity ROFN Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen Paragon will promptly notify Spyre in writing if (i) does not deliver Paragon has developed a Negotiation Notice descriptive research plan with respect to Company within the applicable [*] period after receipt Development of the Negotiation Noticea Multispecific Antibody or a plan to license or grant rights in a Multispecific Antibody to a Third Party, or (ii) does not deliver Paragon enters into good faith negotiations pursuant to Company a written proposal for an offer to or from any Third Party relating to the terms of an Out-License foregoing. Together with such notice, Paragon will provide to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) Spyre all material information and research plans developed by Paragon with respect to such ProductMultispecific Antibody (the “ROFN Information”). Spyre will have [***] days from receipt of the ROFN Information to deliver a written notice to Paragon of Spyre’s desire to engage in negotiations for an agreement concerning the Development, or exclusive license or grant of rights to, such Multispecific Antibody. (b) If Amgen and Company do Spyre does not mutually agree on the terms provide such written notice to Paragon of an Out-License for its interest to engage in such Product to Amgen negotiations within the Exclusivity Periodsuch [***] day period, Company then (i) Paragon shall be free to negotiate enter into an Out-License for such Product agreement with any a Third Party, subject Party with respect to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense license or other rights to such Multispecific Antibody and corresponding Multispecific Products without further obligation to Spyre under this Section 2.7, and (ii) Spyre’s license under Section 2.1(b) shall automatically exclude any right to Develop, Manufacture, Commercialize or otherwise exploit the identical Multispecific Antibodies Developed by or on behalf of Paragon and corresponding Multispecific Products. (c) If Spyre does provide Paragon such written notice within such [***] day period, the Parties will negotiate [***] on an exclusive basis for a contract manufacturer or a contract research organization period of up to [***] months from the date of Spyre’s notice (“ROFN Negotiation Period”), an agreement for the purpose Development, or exclusive license or grant of manufacturing or developing Products for Company or rights to, such Multispecific Antibody and corresponding Multispecific Products. Prior to a Third Party distributor selling finished Product purchased from Companyand during the ROFN Negotiation Period, and this Section 2.3 (Right of First Negotiation) Paragon shall not restrict Company in any manner enter into an agreement with respect to such a sublicenseMultispecific Antibody with any Third Party that will prevent Paragon from entering into an agreement with Spyre for the Development, or exclusive license or grant of rights to, such Multispecific Antibody and corresponding Multispecific Products. [*] = Certain confidential information contained Unless and until the Parties have entered into an agreement with respect to such Multispecific Antibody and corresponding Multispecific Products, Spyre shall have no rights or license with respect to such Multispecific Antibody and corresponding Multispecific Products except as otherwise expressly provided in this document, marked by brackets, has been omitted Section 2.1. In the event that the Parties have not entered into an agreement with respect to such Multispecific Antibody and filed separately with corresponding Multispecific Products prior to the Securities and Exchange Commission pursuant to Rule 406 expiration of the Securities Act of 1933ROFN Negotiation Period, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for then (i) Paragon shall be free to enter into an agreement with a Sale Transaction Third Party with respect to the grant of a license or other rights to such Multispecific Antibody and corresponding Multispecific Products without further obligation to Spyre under this Section 2.7, and (ii) a response to an unsolicited offer for an Out-License, in each case related to CompanySpyre’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to license under Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation2.1(b) shall terminateautomatically exclude any right to Develop, Manufacture, Commercialize or otherwise exploit the identical Multispecific Antibodies Developed by or on behalf of Paragon and corresponding Multispecific Products.

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense 4.1 Upon ***, Noven shall provide Endo written notice (an the “Out-License”) to a Third Party for development and/or commercialization of AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Reformulation Notice”). If Amgen desires to evaluate such Out-LicenseEndo shall have the exclusive option, then Amgen shall notify Company within [*] days of its beginning upon receipt of the Transaction Notice Reformulation Notice, of entering into negotiations regarding a definitive agreement regarding the development of commercialization of such product (a the “Negotiation NoticeReformulated Product”). Promptly after Company’s receipt Endo shall exercise such option by giving Noven notice of a Negotiation Notice, Company shall provide Amgen with a confidential summary its exercise within *** days of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation NoticeReformulation Notice from Noven. If Endo elects not to exercise such option within the initial *** -day time period, (iia) Endo shall promptly provide Noven with notice acknowledging Endo’s failure to exercise such option, and (b) Noven shall not have any further obligation to Endo regarding Reformulated Product. If Endo does not deliver to Company a written proposal for exercise such option within the initial *** -day period, the Parties shall promptly begin negotiating the terms of an Out-License to Amgen during such transaction, and the Exclusivity Periodterms under which Reformulated Product will be developed and commercialized. Such negotiations shall be based on the market, or (iii) declines economic and other conditions in writing the Out-License after review effect as of the Summarytime of such negotiations and without consideration to the License Agreement, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) including the payments previously made thereunder with respect to such the Licensed Product. If Amgen If, despite each Party’s good faith efforts, the Parties are not able to reach agreement on and Company do not mutually agree on execute such a definitive agreement within *** days from the terms of an Out-License for such Product to Amgen within the Exclusivity Perioddate Endo exercises its option, Company Noven shall be free to negotiate an Out-License continue with the development and commercialization of Reformulated Product without obligation to Endo; provided, that, for a period of *** months after the cessation of such negotiations, Noven shall not be permitted to enter into a commercialization or similar agreement relating to Reformulated Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to third party unless such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for agreement contains both (i) a Sale Transaction or ***, and (ii) a response ***. At least *** business days prior to an unsolicited offer for an Out-Licenseentering into a commercialization or similar agreement relating to Reformulated Product with a Third Party during such *** month period, Noven shall provide to Endo a certification with supporting documentation to evidence compliance with the provisions in the previous sentence. Endo shall be entitled as a matter of right to equitable relief, including injunction and specific performance, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) court of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined competent jurisdiction in the investor rights agreement to be entered into event of a breach by the Parties) or a sale Noven of all or substantially all of Company’s assets or business, Amgenits obligations under this section. Endo’s rights under this Section 2.3 (Right 4 shall be non-assignable, other than to an affiliate of First Negotiation) shall terminateEndo.

Right of First Negotiation. 2.3.1 2.1 Myovant is currently considering an initial public offering of its common shares (the “IPO”). Notwithstanding anything contained herein or otherwise to the contrary, neither Myovant nor Pfizer is under any obligation to sell or purchase, respectively, any securities in connection with the IPO. However, if Pfizer purchases at least $30 million of Myovant’s common shares in the IPO or in a concurrent private placement (the “Share Purchase”, and the number shares purchased thereby, the “Purchased Shares”), then effective upon the closing of the Share Purchase and Myovant’s receipt of an executed lock-up agreement from Pfizer in the form attached as Exhibit A hereto, Myovant hereby grants to Pfizer during the ROFN Period (as defined below) an exclusive right of first negotiation with respect to any Covered Transaction (the “ROFN”), as follows: (a) If Company seeks Myovant intends to grant pursue a sublicense Covered Transaction, then Myovant will notify Pfizer in writing thereof. Within ten (an 10) business days of Pfizer’s receipt of Myovant’s notice (the “Out-LicenseResponse Period”) ), Pfizer will notify Myovant in writing whether Pfizer wishes to a Third Party exercise the ROFN for development and/or commercialization of AMG 777 (such Covered Transaction. If Myovant does not receive written notice from Pfizer within the Response Period stating that Pfizer wishes to exercise the ROFN for such Covered Transaction, then the ROFN shall expire with respect to such Covered Transaction and Myovant shall have no further obligations to Pfizer with respect to such Covered Transaction or, to the extent Company has de-prioritized AMG 777related to such Covered Transaction, the backup Product thereto Covered Product(s). (b) If Myovant does receive written notice from Pfizer within the Response Period stating that Pfizer wishes to exercise the ROFN for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence))such Covered Transaction, then Company shall notify Amgen in advance in writing and provide a nonfor forty-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope five (which the Parties agree shall be initially for worldwide rights45) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Companyfollowing Myovant’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of such notice (or such longer period as the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information Parties may agree in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary writing) (the “Exclusivity Negotiation Period”), Amgen the Parties shall have an exclusive right to negotiate an engage in exclusive, royalty-bearing license good faith negotiations regarding the commercially reasonable terms for such Covered Transaction. Neither Party shall be obligated to enter into any definitive agreement for such Covered Transaction except on such terms as are acceptable to such Product from CompanyParty in its sole and absolute discretion. If Amgen (i) does the Parties have not deliver executed a Negotiation Notice to Company within definitive binding agreement for such Covered Transaction by the applicable [*] period after receipt end of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing then the Out-License after review of the Summary, then Amgen ROFN shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) expire with respect to such Product. If Amgen Covered Transaction and Company do not mutually agree on the terms of an Out-License for such Product Myovant shall have no further obligations to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner Pfizer with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Covered Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777related to such Covered Transaction, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (DiligenceCovered Product(s)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide . 2.2 The “ROFN Period” means the intended scope (i.e., field, territory and other relevant terms) period commencing on the closing of the Out-License and/or Sale Transaction. 2.3.3 Upon IPO which includes the Completion Share Purchase by Pfizer and expiring upon the earlier of an Initial Public Offering (as defined in a) the investor rights agreement third (3rd) anniversary of the closing of the IPO, (b) the date that Pfizer (together with its Affiliates) ceases to be entered into by hold at least 51% of the PartiesPurchased Shares, (c) a Change of Control, (d) the sale or a sale disposition of all or substantially all of Company’s the assets of Myovant taken as whole, or business, Amgen’s rights under this Section 2.3 (Right e) the liquidation or other dissolution of First Negotiation) shall terminateMyovant.

Right of First Negotiation. 2.3.1 (A) In the event that Reliant develops a new invention that is a patentable improvement or that involves Reliant Know-How and, in either case, is either directly on the Exclusive Products or substantially related to the Exclusive Products, and Reliant desires to license such technology to any one or more third parties (each, a "RELIANT INVENTION"), Reliant shall provide SLT with written notice thereof and hereby grants SLT the first right of negotiation with respect to each such Reliant Invention. With respect to each such Reliant Invention, SLT shall within thirty (30) days after receipt of such notice notify Reliant in writing either that (i) SLT is interested in negotiating to enter into a commercial license therefor, or (ii) SLT has no interest in such Reliant Invention and therefore rejects such right of negotiation with respect thereto. If Company seeks SLT notifies Reliant within thirty (30) days that SLT desires to grant negotiate to enter into a sublicense (an “Out-License”) commercial license with respect to a Third Party for development and/or commercialization of AMG 777 (or, to the extent Company has de-prioritized AMG 777Reliant Invention, the backup Product thereto parties shall negotiate in good faith for which Company is actively seeking up to fulfill its diligence obligation hereunder sixty (60) days after such notification regarding the terms pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”)Reliant would license such Reliant Invention to SLT. If Amgen desires Failure by SLT to evaluate such Out-License, then Amgen shall notify Company within [*] days give notice of its interest or lack of interest in negotiating for such rights with respect to a Reliant Invention within thirty (30) days after receipt of written notice from Reliant as described in the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt first sentence of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary this Section 2.9 shall be deemed to be Confidential Information constitute a waiver by SLT of Company under this Agreement. For [*] following Amgen’s receipt its right of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) first negotiation with respect to such ProductReliant Invention. If Amgen and Company do not mutually In addition, failure of the parties to agree on the terms of an Out-License for a commercial license within such Product sixty (60) day negotiation period shall be deemed to Amgen constitute rejection by SLT of such right of negotiation with respect to such Reliant Invention. If SLT waives or otherwise fails to exercise its right of first negotiation with respect to any such Reliant Invention, or if the parties fail to agree on the terms of a commercial license within the Exclusivity Periodsuch sixty (60) day negotiation period, Company then Reliant shall be free to negotiate an Out-License for such Product and/or enter into a license arrangement with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner third party with respect to such a sublicense. [*] = Certain confidential information contained in this documentReliant Invention on terms not more favorable than the terms SLT negotiated for, marked by bracketsand SLT shall have no further rights with respect thereto; provided, has been omitted however, that Reliant shall not enter into any such arrangement with any third party prior to the date that is eighteen (18) months after the Effective Date, and filed separately if Reliant enters into such an arrangement after such date, and if the product that incorporates the applicable Reliant Invention competes with the Securities and Exchange Commission pursuant to Rule 406 of Exclusive Products in the Securities Act of 1933surgical or veterinary market, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for then (i) a Sale Transaction or the royalty rate set forth in Section 3.4 below shall be reduced from five percent (5%) to two and one-half percent (2.5%), (ii) a response SLT's obligation to an unsolicited offer for an Out-Licensemake the minimum payments to be made in years four and five of this Agreement as set forth in Section 3.4 shall terminate, (iii) and the exclusivity granted in each case related Section 2.4 shall terminate with respect to Company’s rights in AMG 777 (orthose claims of the Reliant Patent Rights, to if any, covering the extent Company has de-prioritized AMG 777, Reliant Invention. In the backup Product thereto for which Company event that this Agreement is actively seeking to fulfill its diligence obligation hereunder assigned or otherwise transferred pursuant to Section 5.2 (Diligence)12.5(ii), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) right of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights first negotiation under this Section 2.3 2.9 shall be thereupon automatically rescinded. (Right B) If at any time Reliant or its assignee, and not its licensee, introduces a product that incorporates a Reliant Invention that competes with Exclusive Products in the surgical or veterinary market, then Reliant shall not be obliged to offer such product to SLT under the right of First Negotiationfirst negotiation described in Section 2.9(a); provided, however, that: (i) the royalty rate set forth in Section 3.4 below shall be reduced from five percent (5%) to two and one-half percent, (ii) SLT's obligation to make the minimum payments to be made in years four and five of this Agreement as set forth in Section 3.4 shall terminate, (iii) and the exclusivity granted in Section 2.4 shall terminate with respect to those claims of the Reliant Patent Rights, if any, covering the applicable Reliant Invention.

Right of First Negotiation. 2.3.1 If Company TESARO seeks to grant a sublicense (an “Out-License”) under the Licensed Patents or Licensed Know-How to a Third Party for development and/or commercialization of AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence))any Product, then Company shall TESARO will notify Amgen AMGEN in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rightsi.e., field and territory) of the Out-License (a “Transaction Notice”). If Amgen AMGEN desires to evaluate such Out-License, then Amgen shall AMGEN will notify Company TESARO within [*] * days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after CompanyTESARO’s receipt of a Negotiation Notice, Company shall TESARO will provide Amgen AMGEN with a confidential summary of the Product Company is seeking to Out-License (each, a “Summary”), including existing material clinical and preclinical data, data (as well as such other information in Company’s possession that Amgen AMGEN may reasonably request), which Summary shall be deemed to be Confidential Information of Company TESARO under this Agreement. For [*] * days following AmgenAMGEN’s receipt of a Summary (the “Exclusivity Period”), Amgen shall AMGEN will have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from CompanyTESARO. If Amgen AMGEN (ia) does not deliver a Negotiation Notice to Company TESARO within the applicable [*] period after receipt of the Negotiation Notice* day period, (iib) does not deliver to Company TESARO a written proposal for the terms of an Out-License to Amgen AMGEN during the Exclusivity Period, or (iiic) declines in writing the Out-License after review of the Summary, then Amgen AMGEN shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such ProductProduct (but solely to the extent as proposed in such Transaction Notice). If Amgen AMGEN and Company TESARO do not mutually agree on the terms of an Out-License for such Product to Amgen AMGEN within the Exclusivity Period, Company shall TESARO will be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) ); provided, however, that TESARO would not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and Section 2.3.2commercial terms less favorable, in the aggregate, to TESARO than those last offered by AMGEN or with a broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization solely for the purpose of manufacturing or developing Products for Company TESARO or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedTESARO. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks 27.1 Landlord acknowledges that Tenant may be interested in expanding the Premises within the Project, and to grant facilitate such possible expansion wishes notification of the availability of, and an opportunity to negotiate a sublicense lease (an “Out-License”or amendment to this Lease) for space within the Building depicted on the site plan attached as Exhibit A (Suite A) to the Lease ("Adjacent Space"), which is currently leased to Arizona Tile Company and contains approximately 12,450 rentable square feet with a Third Party for development and/or commercialization term that expires on February 28, 2006 ("Adjacent Space Tenant"). Provided that Tenant is in possession of AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder Premises pursuant to Section 5.2 this Lease directly or through an Affiliate (Diligence)but not through an unaffiliated assignee or subtenant) and is not in material default of its obligations hereunder (beyond the expiration of any applicable cure period), then Company Tenant shall have the right to be notified of, and to negotiate for the lease of the Adjacent Space prior to Landlord initially leasing the Adjacent Space to a third party tenant, on the following terms and conditions: (a) In the event the Adjacent Space is being vacated by the Adjacent Space Tenant or is otherwise about to become available for re-leasing by Landlord, Landlord shall notify Amgen in advance in writing and provide a non-confidential summary Tenant of the Product that pending availability no earlier than one year or later than one month before the Adjacent Space is the subject to become available and of the proposed sublicense, as well as fundamental economic terms on which Landlord proposes leasing the intended scope Adjacent Space. Tenant shall notify Landlord within five (which 5) days after such notice whether Tenant intends to negotiate a lease for the Parties agree Adjacent Space. Tenant's failure to so notify Landlord shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be conclusively deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (Tenant's notification that it does not intend to negotiate, in which case Landlord may proceed with its efforts to lease the “Exclusivity Period”), Amgen Adjacent Space to third parties and Tenant shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its no further rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. Adjacent Space. (b) If Amgen and Company do not mutually agree on the terms Tenant does notify Landlord of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free its intent to negotiate an Out-License a lease, then for a period of two (2) weeks following Tenant's notice of intent, the parties shall meet in good faith to negotiate and finalize a lease for the Adjacent Space, at such Product with any Third Partyrental rate and on such terms and conditions as the parties may agree are the then effective market rates, subject to including subsequent rate increases, for new leases for comparable space in the terms of Section 2.2 (Sublicenses) and Section 2.3.2Miramar area. For clarity, an Out-License Landlord shall not include unconditionally finalize a lease of the grant of a sublicense Adjacent Space to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for third party unless (i) a Sale Transaction Tenant has notified Landlord that Tenant does not wish to negotiate further for the Adjacent Space, or (ii) two weeks have passed from the date Tenant has received from Landlord a response Lease (or amendment to this Lease) which sets forth the terms and conditions agreed upon by the parties for leasing the Adjacent Space, without Tenant and Landlord having successfully negotiated and both executed a Lease therefor. (c) The parties intend that Tenant have the right pursuant to this Section to negotiate a lease for the Adjacent Space only prior to Landlord's initially leasing it to a third party tenant, and not that Tenant have an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, expansion option as to the extent Company has de-prioritized AMG 777Adjacent Space. Furthermore, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder Tenant's rights pursuant to this Section 5.2 are not applicable (Diligence))i) once the Adjacent Space has initially been leased to a third party by Landlord and the Adjacent Space is subsequently vacated by such third party during the Term or any Extension Term of Tenant. Accordingly, then Company nothing in this Section shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide preclude Landlord from extending the intended scope (i.e., field, territory and other relevant terms) term of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion current Adjacent Space Tenant. All rights of an Initial Public Offering (as defined in the investor rights agreement Tenant pursuant to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 27 shall be subordinate to any rights previously granted to the Adjacent Space Tenant (Right of First Negotiation) shall terminate.if any)

Right of First Negotiation. 2.3.1 If Company seeks As described in this Section 9, BDSI shall have a right of first negotiation to grant acquire the Arcion Technology. Prior to Arcion or any of its Affiliates entering into any material negotiations or agreement with any Third Party with respect to any sale, transfer, disposition or assignment of any Arcion Technology (including but not limited to any such sale, transfer, disposition or assignment effected by a sublicense Change of Control of Arcion) (an “Out-LicenseROFN Transaction”), Arcion shall provide written notice thereof to BDSI (such notice to BDSI, the “Initiating Notice”) and, if BDSI expresses interest in acquiring the Arcion Technology subject to such ROFN Transaction by providing written notice thereof to Arcion within *** of BDSI’s receipt of the Initiating Notice (such a Third Party for development and/or commercialization of AMG 777 (or, to the extent Company has de-prioritized AMG 777notice from BDSI, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)“Interest Notice”), then Company the Parties shall notify Amgen negotiate in advance in writing and provide good faith to reach agreement on a binding or non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the binding term sheet containing commercially reasonable terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [sale, transfer, disposition or assignment for up to *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with ** commencing on the Securities and Exchange Commission pursuant to Rule 406 date of Arcion’s receipt of the Securities Act of 1933Interest Notice, as amended. 2.3.2 If Companyprovided that Arcion shall not provide an Initiating Notice with respect to any ROFN Transaction prior to the date on which Arcion’s board of directors approves formally resolves, in good faith, that Arcion should use, and directs Arcion’s management to use, material efforts to pursue the initiation particular structure and form of such ROFN Transaction for all, or a process particular portion, of the Arcion Technology with one or more Third Parties. If the parties agree to a term sheet for such rights within such *** period, then the Parties shall negotiate in good faith towards a definitive agreement containing commercially reasonable terms for such a transaction, consistent with the agreed upon term sheet, for a period of up to an additional *** following the date on which the Parties agreed on such term sheet. If (i) BDSI does not provide an Interest Notice for a Sale particular ROFN Transaction within the applicable *** Period or (ii) BDSI provides an Interest Notice for a response particular ROFN Transaction within the applicable *** Period, but the Parties do not (x) agree on a term sheet concerning a ROFN Transaction within the applicable *** period following such Interest Notice or (y) enter into a definitive agreement concerning such an ROFN Transaction within the *** period following the Parties’ agreement on a term sheet therefor, then BDSI’s right of first negotiation with respect to an unsolicited offer such ROFN Transaction shall expire and be of no further force or effect for an Out-Licensethe Arcion Technology and territory(ies) that were the subject of such negotiations. Arcion shall not, and shall ensure that its Affiliates do not, enter into any material negotiations or agreement with any Third Party with respect to any sale, transfer, disposition or assignment with respect to any Arcion Technology (I) without first complying with the applicable obligations of this Section 9 or (II) in each case related to Companyany way that would conflict with BDSI’s rights in AMG 777 (orunder, to and the extent Company has de-prioritized AMG 777intent of, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate9.

Right of First Negotiation. 2.3.1 If Company seeks (a) GSK shall have a right of first negotiation to grant a sublicense obtain an exclusive license with respect to any and all ROFN Programs worldwide (an “Out-LicenseROFN Rights”) as follows: (i) Upon any occurrence of any ROFN Triggering Event with respect to a Third Party for development and/or commercialization any ROFN Program, Scynexis will notify GSK of AMG 777 the same (or, to including the extent Company has de-prioritized AMG 777identity of such ROFN Program, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance relevant countries or jurisdictions and other limitations on the scope of the rights being offered by Xxxxxxxx) in writing and provide a non-confidential summary of (the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation ROFN Notice”). Promptly after Companyproviding a ROFN Notice, Scynexis shall provide GSK with (A) any and all material information in Scynexis’s or its Affiliates’ possession and Control that is reasonably necessary for GSK to perform its due diligence to determine whether it is interested in obtaining such rights to such ROFN Program (including summaries of results from pre-clinical and clinical studies (if any), material correspondence with the FDA or any other applicable Regulatory Authority, schedules listing any and all material Patent rights Controlled by Scynexis or any of its Affiliates that would be available for sale or license, including information regarding any Patents owned by any Third Party that would be sublicensed to GSK, and non-technical information regarding the Manufacture, sourcing and cost of goods for such ROFN Program), and (B) reasonable access to relevant employees of Scynexis and any of its Affiliates that have participated in, or have knowledge of, the Exploitation of such ROFN Program. The content of such information provided to GSK (and/or its consultants) for review, and the access provided to GSK (and/or its consultants), shall not be materially less than the information and access Scynexis and its Affiliates may subsequently provide to any Third Party in connection with negotiations with such Third Party regarding such ROFN Rights for such ROFN Program. If GSK notifies Scynexis in writing of its election to pursue such ROFN Rights for such ROFN Program within [***] ([***]) after GSK’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary ROFN Notice (the “Exclusivity Diligence Period”), Amgen Xxxxxxxx shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) enter into good faith negotiations with GSK with respect to such ProductROFN Rights for such ROFN Program for an exclusive period of [***] ([***]) following receipt of such election from GSK (the “ROFN Negotiation Period”). The proposals and term sheets that Scynexis delivers to GSK during that ROFN Negotiation Period shall include the terms for the ROFN Rights for such ROFN Program in the applicable countries or jurisdictions, together with any other restrictions, all as set forth in the ROFN Notice (the “Available Rights”). (ii) During the ROFN Negotiation Period, Scynexis will provide GSK with an opportunity to make a written proposal of terms and conditions with respect to the agreement for the Available Rights for such ROFN Program and Xxxxxxxx will either accept the proposal or provide a counteroffer to GSK. If Amgen GSK has not provided Scynexis with such a written proposal regarding the principal financial terms of such an agreement within the first [***] ([***]) of the ROFN Negotiation Period, the ROFN Negotiation Period for such Available Rights will terminate. If the Parties are able to conclude an agreement in principle within the ROFN Negotiation Period as set forth in a mutually satisfactory term sheet with respect to such agreement, the Parties shall negotiate a definitive agreement in good faith with the goal of executing such agreement within [***] ([***]) thereafter (it being understood that, except as provided in such mutually satisfactory term sheet, such definitive agreement shall contain terms and Company do conditions that are substantially similar to those set forth in this Agreement to the extent applicable given the nature of the ROFN Program as well as the relevant countries or jurisdictions and the scope of rights being offered by Xxxxxxxx). (iii) If (A) GSK (1) does not mutually agree on elect to pursue the Available Rights with respect to such ROFN Program within the Diligence Period, (2) does so elect but does not provide Scynexis with a written proposal regarding all principal financial terms of an Out-License agreement with respect to the Available Rights for such Product to Amgen ROFN Program within the Exclusivity Periodfirst [***] ([***]) of the ROFN Negotiation Period or (3) provides Scynexis with a written proposal regarding all principal financial terms of such an agreement within the first [***] ([***]) of the ROFN Negotiation Period but the Parties do not conclude an agreement in principle with respect to the Available Rights for such ROFN Program within the ROFN Negotiation Period or (B) the Parties conclude an agreement in principle with respect to the Available Rights for such ROFN Program within the ROFN Negotiation Period but they do not execute a definitive agreement with respect thereto within [***] ([***]) thereafter, Company Xxxxxxxx will after the end of the applicable period be free to enter into negotiations and an agreement with any Third Party regarding such Available Rights for such ROFN Program, subject to the provisions set forth below in Section ‎2.8(b), Section ‎2.8(c), and Section ‎2.8(d). (b) If (i) GSK provides Scynexis with a written proposal regarding all principal financial terms of such an agreement within the first [***] ([***]) of the ROFN Negotiation Period but the Parties do not conclude an agreement in principle with respect to the Available Rights for such ROFN Program within the ROFN Negotiation Period or (ii) the Parties conclude an agreement in principle with respect to the Available Rights for such ROFN Program within the ROFN Negotiation Period but they do not execute a definitive agreement with respect thereto within [***] ([***]) thereafter, Scynexis shall not (and shall cause its Affiliates not to) enter into any agreement with any Third Party with respect to such Available Rights for such ROFN Program under terms and conditions Less Favorable to Scynexis than the terms last offered to GSK by Xxxxxxxx, except in accordance with the following procedure: In the event that Scynexis intends to enter into an agreement with a Third Party (based on bona fide arm’s length negotiations with such Third Party) for such Available Rights for such ROFN Program on terms and conditions that are Less Favorable to Scynexis than such last offer made to GSK by Scynexis, Scynexis shall provide GSK with a copy of the term sheet containing, in reasonable detail, the principal financial terms and other material terms and conditions of the proposed agreement with such Third Party (the “Third Party Term Sheet”) and offer to GSK the right to execute an agreement for such Available Rights for such ROFN Program on the same terms and conditions as set forth in such Third Party Term Sheet. GSK shall have [***] ([***]) from receipt of the Third Party Term Sheet to notify Scynexis in writing of its acceptance of the terms set forth therein, and if GSK provides such notice within such [***] ([***]) period, the Parties shall negotiate a definitive agreement in good faith with the goal of executing such agreement within [***] ([***]) thereafter (it being understood that, except as provided in such Third Party Term Sheet, such definitive agreement shall contain terms and conditions that are substantially similar to those set forth in this Agreement to the extent applicable given the nature of the ROFN Program as well as the relevant countries or jurisdictions and the scope of rights being offered by Xxxxxxxx). If GSK does not notify Scynexis of its acceptance of the terms set forth in the Third Party Term Sheet within such [***] ([***]) period or if GSK does not execute such definitive agreement with Scynexis within such [***] ([***]) period, then Scynexis shall be free to negotiate an Out-License enter into such agreement with such Third Party on the terms set forth in the Third Party Term Sheet. (c) If a ROFN Triggering Event (other than any event that is a ROFN Triggering Event pursuant to clause (a) of the definition of ROFN Triggering Event) occurs with respect to a ROFN Program during [***] ([***]) period following the end of the ROFN Negotiation Period for such Product ROFN Program but before Xxxxxxxx’s entry into an agreement with any Third PartyParty for such Available Rights for such ROFN Program in accordance with the procedures set forth in Section ‎2.8(b), subject then Scynexis shall not have the obligations set forth in Section ‎2.8(a), but shall instead notify GSK in writing and provide GSK with substantially the same information regarding such ROFN Triggering Event at substantially the same time as Scynexis provides such information to any Third Party with which it is negotiating to enter into an agreement for such Available Rights for such ROFN Program. (d) If, pursuant to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarityforegoing procedures, Scynexis is entitled to enter into an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a agreement with any Third Party distributor selling finished Product purchased from Company, for such Available Rights for such ROFN Program and this Section 2.3 (Right of First Negotiation) shall Scynexis does not restrict Company in enter into an agreement with any manner Third Party with respect to such a sublicense. Available Rights for such ROFN Program within [***] = Certain confidential information contained ([***]) following the end of the ROFN Negotiation Period, then Scynexis’s and its Affiliates’ rights in respect of such ROFN Program and such Available Rights shall terminate, and GSK’s ROFN Rights shall continue to apply to such ROFN Program and such Available Rights and, with respect thereto, Scynexis and its Affiliates shall comply with the procedures set forth in this documentSection ‎2.8. For the avoidance of doubt, marked by bracketsXxxxxxxx acknowledges and agrees that GSK’s ROFN Rights for any ROFN Program shall continue to apply with respect to any and all aspects of such ROFN Program which are not included in the scope of the Available Rights for such ROFN Program, has been omitted and, with respect thereto, Scynexis and filed separately its Affiliates shall comply with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedprocedures set forth in this Section ‎2.8. 2.3.2 If Company’s board of directors approves the initiation of a process for (ie) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights Any agreement to be entered into by Scynexis with a Third Party in accordance with the Parties) or a sale of all or substantially foregoing procedure set forth in this Section ‎2.8 shall extinguish GSK’s ROFN Rights and any other rights pursuant to this Section ‎2.8 with respect to the applicable Available Rights for the applicable ROFN Program but shall not prevent Scynexis from fully performing any and all of Company’s assets its other obligations under this Agreement which will continue in full force and effect. (f) Any granting or businesstransfer of rights to, Amgenor other Exploitation of, any ROFN Program by Scynexis or any of its Affiliates (whether itself or with or through any Third Party) after the Effective Date that would breach or otherwise violate any of GSK’s rights under this Section 2.3 ‎2.8 shall be null and void ab initio. (Right g) At least [***] per Calendar Year during the Term, Scynexis shall provide an update to GSK regarding the status of First Negotiationthe Development of all ROFN Programs that are actively undergoing Development by Scynexis or any of its Affiliates and are not the subject of an agreement entered into by Xxxxxxxx with a Third Party in accordance with the foregoing procedure set forth in this Section ‎2.8 (it being understood that such update may be in an executive summary form and, for so long as the JDC exists pursuant to Section ‎3.2(a), Scynexis may provide such updates to the JDC). (h) With respect to any ROFN Program, prior to such time when Scynexis or any of its Affiliates is permitted to enter into an agreement with a Third Party for the Available Rights for such ROFN Program and GSK’s ROFN Rights for such ROFN Program have expired in their entirety in accordance with the procedures set forth in this Section ‎2.8, Scynexis shall terminatenot, and shall cause its Affiliates to not, directly or indirectly, enter into any agreement or arrangement with any Third Party which includes any sale, assignment or other transfer, conveyance, license, mortgage, deed of trust, lien, pledge, charge, security interest, or encumbrance that would prevent Scynexis or any of its Affiliates from entering into a definitive agreement with GSK in accordance with this Section ‎2.8 pursuant to which Scynexis would grant to GSK any right to Develop or Commercialize such ROFN Program, unless such sale, assignment or other transfer, conveyance, license, mortgage, deed of trust, lien, pledge, charge, security interest, or encumbrance can be terminated in its entirety, released, waived or otherwise modified to permit Scynexis or its Affiliate to grant such right in the same manner as if such sale, assignment or other transfer, conveyance, license, mortgage, deed of trust, lien, pledge, security interest or encumbrance had never been granted. (i) In the event Scynexis undergoes a Change of Control, GSK’s rights pursuant to this Section ‎2.8 that have not yet expired or been extinguished shall survive such Change of Control, provided, however, that (i) the only ROFN Triggering Events with respect to any ROFN Program shall be [***]. (j) For purposes of Section ‎1.169(a), Section ‎2.8(a)(i), and Section ‎2.8(h), “Completion” means, with respect to any Clinical Trial, that (i) such Clinical Trial has concluded in the normal course in accordance with any applicable study plan or protocol; and (ii) Scynexis (or its Affiliate, as applicable) has completed all reasonable and customary analyses of the data and results of such Clinical Trial in accordance with any applicable study plan or protocol. “Completed” shall have correlative meaning.

Right of First Negotiation. 2.3.1 If Company (i) During the Term, if Exact (i) enters a formal process authorized or directed by its board of directors or CEO to seek and enter into an arrangement or (ii) intends to agree to a term sheet or seeks to sign a letter of intent or similar arrangement to grant a sublicense (an “Out-License”) exclusive commercial license to a Third Party for development and/or commercialization of AMG 777 solely to promote or sell the Product outside the Territory (or, to the extent Company has de“Ex-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)US Commercial Rights”), then Company Exact shall first notify Amgen in advance in writing Pfizer of such intent (a “Ex-US Commercial Rights Transfer Notice”) and provide a nonPfizer shall have thirty (30) days thereafter to notify Exact of its desire to obtain the Ex-confidential summary of the Product US Commercial Rights that is are the subject of the proposed sublicenseEx-US Commercial Rights Transfer Notice. Promptly upon receipt of notice from Pfizer, as well as Exact and Pfizer shall engage in exclusive good faith negotiations to enter into a definitive written agreement for the intended scope Ex-US Commercial Rights. If Pfizer and Exact are unable to reach agreement on the terms of such Product rights within forty-five (which 45) days of the Parties agree commencement of negotiations, Exact shall be initially for worldwide rightsfree to enter into negotiations and consummate an agreement with any Third Party regarding such Ex-US Commercial Rights; provided that the economic terms of such agreement shall be no more favorable to such Third Party than those last offered to Pfizer. (ii) During the Term, if Exact desires to grant an exclusive commercial license to a Third Party solely to Promote or sell the Product in the OB/Gyn Field in the Territory (the “OB/Gyn Commercial Rights”), Exact shall first notify Pfizer of the Out-License such intent (a “Transaction OB/Gyn Commercial Rights Transfer Notice”)) and Pfizer shall have thirty (30) days thereafter to notify Exact of its desire to obtain the OB/Gyn Commercial Rights that are the subject of the OB/Gyn Commercial Rights Transfer Notice. Promptly upon receipt of notice from Pfizer, Exact and Pfizer shall engage in exclusive good faith negotiations to enter into a definitive written agreement for the OB/Gyn Commercial Rights. If Amgen desires Pfizer and Exact are unable to evaluate reach agreement on the terms of such OutProduct rights within forty-Licensefive (45) days of the commencement of negotiations, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary Exact shall be deemed free to enter into negotiations and consummate an agreement with any Third Party regarding such OB/Gyn Commercial Rights; provided that the economic terms of such agreement shall be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license no more favorable to such Product from Company. If Amgen Third Party than those last offered to Pfizer. (iii) Notwithstanding the foregoing, this Section 3.1(c) shall not apply to (i) does not deliver a Negotiation Notice any transfer of rights to Company within the applicable [*] period after receipt Product in the ordinary course of the Negotiation Noticebusiness of Exact, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review sale of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen Product within and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 outside of the Securities Act of 1933Territory, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s the assets of Exact, or businesssale of capital stock of Exact, Amgen’s rights under this Section 2.3 whether in connection with a merger, acquisition or other similar transaction or (Right of First Negotiationiii) shall terminateany agreements with Third Parties in territories for which Exact has an existing distribution or other similar agreement.

Right of First Negotiation. 2.3.1 If Company seeks 15.1 This Article will apply with respect to grant a sublicense any cognate other than the Cognates (an “Out-LicenseOther Cognate”) intended to a Third Party for development and/or commercialization emulate the electromagnetic or magnetic field signal or ulRFE of AMG 777 (orcertain chemicals, biochemical or biological agents or molecules with respect to which Hapbee desires, after the Effective Date, to receive licensed rights. Hapbee may at any time indicate to EMulate that it desires to license an Other Cognate from EMulate. If EMulate agrees with Hapbee that such Other Cognate requested by Hapbee may be used to produce an Authorized Product in the extent Company has de-prioritized AMG 777Field, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder EMulate and Hapbee will then, pursuant to Section 5.2 one or more written agreements between the Parties, provide Hapbee the opportunity to evaluate (Diligence))or to have evaluated) for safety such Other Cognates. For the avoidance of doubt, then Company shall notify Amgen any agreement by EMulate pursuant to the immediately preceding sentence will be made or withheld in advance EMulate’s sole discretion; provided, that EMulate will not unreasonably withhold such agreement with respect to any Other Cognate that (i) emulates the electromagnetic or magnetic field signal or ulRFE of chemicals, biolchemical or biological agents or molecules that are available for purchase in writing the United States without a prescription and provide (ii) EMulate reasonably determines should produce the intended effect indicated by Hapbee in a non-confidential summary of the Product manner that is safe for humans. If EMulate withholds, or after the subject evaluations contemplated in this Section 15.1 withdraws, its agreement pursuant to the immediately preceding sentence with respect to any contemplated cognate, such cognate will not be deemed to be an Other Cognate for purposes of this Agreement. EMulate and Hapbee will promptly take action to negotiate the proposed sublicenseterms of a license agreement, containing terms and conditions substantially the same as well as those set forth in this Agreement with respect to such Other Cognate; provided, that such license agreement will provide that: (a) the intended scope upfront payment for each such Other Cognate will be ten thousand US dollars (which US$10,000.00); (b) the Parties agree shall be initially for worldwide rightspercentage royalty rate on the first ten million US dollars (US$10,000,000.00) of Net Income use (e.g., subscriptions for) of the Outlicensed product containing such Other Cognate under such license agreement will be equal to twenty-License five percent (25%); (c) thereafter, the percentage royalty rate on the Net Income from use (e.g., subscriptions for) of the licensed product containing such Other Cognate under such license agreement will be equal to twenty percent (20%); (d) the amount of all costs and expenses incurred by EMulate for producing such Other Cognate (e.g., costs of measuring, recording and optimizing such Other Cognate) will be for the account of Hapbee; and (e) EMulate will use reasonable commercial efforts to produce such Other Cognate for Hapbee within two (2) months following the execution and delivery of the license agreement. If despite their good faith efforts to do so, EMulate and Hapbee do not enter into a license agreement with respect to such Other Cognate within thirty (30) days after negotiation of the terms of the related license agreement has commenced, then the obligations of EMulate under this Article with respect to such Other Cognate will cease to apply, and EMulate will have the right to freely license to any Third Party any or all of its rights, title and interests with respect to such Other Cognate. 15.2 If EMulate develops an intent to enter into negotiations with any Third Party regarding the commercialization of a recreational and/or non-medical human-use product using an Other Cognate, EMulate will notify Hapbee of the same. Hapbee will have the right, within thirty (30) days following receipt of such notice, to notify EMulate whether or not Hapbee desires to have such Other Cognate fall within the scope of Section 15.1 (a “Transaction Scope Notice”). If Amgen in the Scope Notice Hapbee indicates that it desires to evaluate have such Out-LicenseOther Cognate fall within the Scope of Section 15.1, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall Section 15.1 will be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt apply to such Other Cognate, and EMulate will not then proceed with activities with any Third Party for the commercialization of a Summary (recreational and/or non-medical human-use product using such Other Cognate. On the “Exclusivity Period”)other hand, Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) if in the Scope Notice Hapbee indicates that it does not deliver a Negotiation Notice desire to Company have such Other Cognate fall within the applicable [*] period after receipt Scope of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity PeriodSection 15.1, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed if Hapbee fails to have waived its rights under this Section 2.3 (Right of First Negotiation) provide a Scope Notice with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen Other Cognate within the Exclusivity Period30-day period provided for in this Section 15.2, Company shall then Section 15.1 will not apply to such Other Cognate, and EMulate will be free to negotiate an Out-License for such Product proceed with activities with any Third PartyParty for the commercialization of a recreational and/or non-medical human-use product using such Other Cognate. In any event, subject EMulate will be permitted to disclose to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a applicable Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights negotiation obligations under this Section 2.3 (Right of First Negotiation) shall terminate15.2.

Right of First Negotiation. 2.3.1 2.2.1 For a period of [***] years from the Effective Date, Teva shall have the right of first negotiation, for Commercialization and Marketing rights in the Territory with respect to any Future Product. 2.2.2 If Company seeks to grant during the Term of this Agreement, Alvotech or any of its Affiliates decides to, directly or indirectly, through any Third Party, commercialize a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 777 (orFuture Product in the Territory, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall Alvotech will so notify Amgen in advance Teva in writing and provide Teva shall have the first opportunity to negotiate the Commercialization and Marketing rights to such Future Product in the Territory. In such case, the following procedures shall apply: (a) Within [***] Business Days after providing notice to Teva of Alvotech’s decision to commercialize a non-confidential summary of Future Product, Alvotech shall invite Teva in writing to enter into negotiations, setting forth, in such invitation, Alvotech’s proposed terms for a license and development agreement with respect to the Product that is the subject of the proposed sublicenseFuture Product, as well applicable, and material data with respect to the development of such Future Product as shall be reasonably sufficient for Teva to assess the intended scope Future Product; (b) If Teva wishes to enter into such negotiations, Teva shall, within [***] days following receipt of Alvotech’s invitation, deliver to Alvotech written notice of Teva’s intent to negotiate for rights to the Future Product; (c) If Teva provides such notice, then for the Negotiation Period, the Parties shall negotiate in good faith and exclusively with each other for Commercialization and Marketing rights to such Future Product in the Territory (any Future Product for which the Parties agree shall be initially reach a definitive binding agreement for worldwide such rights) of the Out-License (a , an “Transaction NoticeExercised Product”). ; (d) If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) Teva does not deliver to Company a Alvotech written proposal notice of its intent to negotiate for such rights within the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines period specified in writing the Out-License after review of the SummarySection 2.2.2(b), then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company Alvotech shall be free thereafter to negotiate an Out-License and enter into a license and development agreement or similar agreement for such the Future Product in the Territory, with any Third Party; and (e) If the Parties have not entered into a legally binding, written agreement by the expiration of the Negotiation Period, or by such earlier date as the Parties may mutually agree, Alvotech shall be free thereafter to negotiate and enter into a license and development agreement or similar agreement for the applicable Future Product or Exercised Product in the Territory, with any Third Party. 2.2.3 It is the understanding of the Parties that the following transactions shall not be subject to the terms right of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and first negotiation described in this Section 2.3 2.2: (Right of First Negotiationa) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended**]; (b) [***]; nor (c) [***]. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (an a) Schering hereby grants Licensee the right (the “Out-LicenseRight of First Negotiation”) to obtain from Schering an exclusive (even as to Schering) right and license under (i) the Schering Technology and/or (ii) Schering’s rights in any Joint Invention, in each case covering or relating to an Improvement that has application outside the Field but excluding the area of [*] (a Third Party for development and/or commercialization of AMG 777 (or“New Product”), to develop, commercialize, use, sell, offer to sell and import such New Product into and throughout the extent Company has de-prioritized AMG 777, Territory (the backup “New Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)License”), then Company if Schering does not intend either itself or through its Affiliates to commercialize such New Product in the Territory, subject to the terms and conditions of this Section 2.7. (b) With respect to any New Product, Schering shall notify Amgen in advance in writing and provide give written notice to Licensee as soon as practicable following the decision by Schering to outlicense a non-confidential New Product, providing Licensee with a summary of the Product that is Schering Technology or invention relating to the subject New Product. Licensee shall have the right to exercise its Right of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) First Negotiation by delivery to Schering of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company written notice of exercise within [*] days of its receipt of after the Transaction Notice (a “Negotiation Notice”)date on which Licensee receives such notice from Schering. Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as During such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of Schering shall provide the Negotiation Notice, (ii) relevant data regarding such New Product to enable Licensee to conduct proper due diligence. If Licensee does not deliver to Company exercise the Right of First Negotiation in respect of a written proposal New Product in that time period, the Right of First Negotiation for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen such New Product shall be deemed to have waived its rights under this Section 2.3 (lapsed with respect to such New Product. In the event Licensee exercises the Right of First Negotiation, Licensee and Schering shall engage in exclusive, good faith negotiations to enter into an agreement within [*]after such exercise (or such other period as the Parties may agree to) providing for the New Product License and containing such mutually acceptable and commercially reasonable terms and conditions consistent with similar types of license agreements including, if applicable, supply provisions with respect to such the New Product. If Amgen and Company do the Parties have not mutually agree on the terms of an Out-entered into a New Product License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject prior to the terms expiration of Section 2.2 (Sublicenses) and Section 2.3.2. For claritysuch time period, provided the Parties have not agreed on an Out-License shall not include extension, the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) Negotiation for such New Product shall not restrict Company in any manner with respect be deemed to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedhave lapsed. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks During the Exclusivity Term, Notch hereby grants to grant Allogene a sublicense right of first negotiation with respect to each ROFN Target to acquire an exclusive (an even as to Notch and its Affiliates), royalty-bearing, world-wide, sublicenseable license under Notch’s Intellectual Property Rights to Exploit CAR Products Directed Against a ROFN Target (a “Out-ROFN License”), as follows: (a) to During the Exclusivity Term, neither Notch nor its Affiliates shall (i) initiate any IND-enabling GLP toxicity study for any CAR Product Directed Against any ROFN Target (such product, a “ROFN Product” and such study and any further studies conducted by Notch or its Affiliates, “Notch Internal R&D”), nor (ii) initiate or participate in negotiations for any agreement with a Third Party for development and/or commercialization a license, an option to acquire a license, or the sale or other transfer under Notch’s Intellectual Property Rights to Exploit any ROFN Product, unless and until the procedures set forth in this Section 2.7 have been fulfilled. (b) If Notch or any of AMG 777 its Affiliates desires to undertake any activity described in subsection (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 a)(i) or (Diligence))a)(ii) above, then Company Notch shall notify Amgen in advance in writing and provide Allogene with written notice thereof, which notice shall specify (i) the ROFN Target, (ii) a non-confidential summary of the Product that Intellectual Property Rights and data Controlled by Notch and its Affiliates relating to such ROFN Target and ROFN Product(s) and (iii) whether such notice is the subject of the proposed sublicensetriggered by subsection (a)(i) or (a)(ii) above (such notice, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction ROFN Notice”). If Amgen desires . (c) Allogene may exercise its right of first negotiation with respect to evaluate such Out-License, then Amgen shall notify Company within ROFN Target at any time during the [***] days of following its receipt of the Transaction such ROFN Notice (a the “Negotiation NoticeNotification Period”), by providing to Notch a written notice of exercise during such Notification Period. Promptly after CompanyIf Allogene exercises such right of first negotiation, then for [***] days following Notch’s receipt of a Allogene’s notice of exercise (the “Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “SummaryPeriod”), including the Parties shall engage in good faith negotiations regarding the commercially reasonable terms for the ROFN License. During the Negotiation Period, Notch shall provide Allogene with such reasonable additional information regarding such ROFN Target (and any existing material clinical ROFN Product(s) Directed Against such ROFN Target Controlled by Notch) and preclinical data, related Intellectual Property Rights as well as such other information Notch may have in Company’s its possession that Amgen or control and Allogene may reasonably request, which Summary provided that Notch shall not be required to perform any work in responding to such requests beyond transmitting such existing information and data in the form it exists. The Negotiation Period shall be deemed to be Confidential Information commensurately extended by any period of Company under this Agreement. For [*] following Amgendelay in Notch’s receipt transmission of a Summary such information. (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. d) If Amgen (i) Allogene does not deliver exercise its right of first negotiation with respect to a Negotiation Notice to Company within ROFN Target during the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Notification Period, or (iii) declines Allogene exercises such right of first negotiation and the Parties do not reach execute an agreement for such ROFN License in writing accordance herewith prior to the Out-License after review expiration of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity applicable Negotiation Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-Licensethen, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.case:

Right of First Negotiation. 2.3.1 If Company seeks At any time beginning on the Effective Date, Celgene will have the right of first negotiation (“ROFN”) with respect to grant a sublicense any license, sale, assignment, transfer or other disposition (“Transfer”) by Tengion of any material portion of intellectual property (including patents, know-how, trade secrets, trademarks, service marks, and any data in any format) (“IP”) or other assets related to Tengion's Neo-Urinary Conduit program (an “OutNUC Transaction”), provided, however, that an NUC Transaction shall not include: (i) the Transfer of (a) IP exclusively related to Tengion development programs other than the Neo-LicenseUrinary Conduit and (b) any IP, which may be broadly applicable or useful to multiple product candidates or fields of use (inclusive of Neo-Urinary Conduit), provided, that (A) the transferee party to such Transfer would not compete as a result of such Transfer with the Neo-Urinary Conduit, and such Transfer would not otherwise materially diminish the value of the Neo-Urinary Conduit, and (B) Celgene receives a worldwide, fully paid-up, royalty-free, sublicensable, exclusive license (as to the Neo-Urinary Conduit "field of use") to such IP to the extent that such IP relates to Neo-Urinary Conduit; or (ii) a Change in Control Transaction. Accordingly, before entering into an NUC Transaction with any third party, Tengion shall notify Celgene in writing that it may pursue such a potential NUC Transaction and Celgene shall have fifteen (15) days from the receipt of such notice (“Notice of Interest Period”) to provide Tengion written notice (“Notice of Interest”) that it desires to enter into good faith negotiations with Tengion regarding an NUC Transaction. If Celgene gives a Third Party for development and/or commercialization timely Notice of AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence))Interest, then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially negotiate exclusively, reasonably and in good faith concerning the terms of an NUC Transaction for worldwide rightsa period of sixty (60) of the Out-License days (a “Transaction NoticeNegotiation Period”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice Celgene (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession a) gives notice that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) it does not deliver a Negotiation Notice wish to Company within the applicable [*] period after receipt of the Negotiation Noticepursue an NUC Transaction, (iib) does not deliver fails to Company give a written proposal for the terms timely Notice of an Out-License to Amgen during the Exclusivity PeriodInterest, or (iiic) declines in writing gives a timely Notice of Interest but the Out-License after review of the Summary, then Amgen shall be deemed Parties fail to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree reach agreement on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company NUC Transaction or to execute a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner definitive agreement with respect to an NUC Transaction prior to the expiration of the Negotiation Period, then the ROFN shall expire (the “ROFN Expiration”) and Tengion shall be free, without any further obligation to Celgene under this Agreement with respect thereto, to enter into an NUC Transaction with any third party; provided, that, if (A) such third party transaction is, when taken as a sublicensewhole, materially less favorable to Tengion and its stockholders than the terms last offered to Tengion by Celgene, or (B) the amount of the upfront cash payment provided for in such third party transaction is less than or equal to the amount of the upfront cash payment last offered by Celgene, then Tengion will provide written notice describing and offering Celgene such NUC Transaction for a period of fifteen (15) days (after Celgene’s receipt of such notice) before entering such NUC Transaction with a third party. [*] = Certain confidential information contained If Celgene elects to pursue such NUC Transaction, it shall deliver written notice to Tengion within such fifteen (15) day period, and the Parties will proceed to negotiate and finalize definitive agreements. For avoidance of doubt, (a) the rights and obligations described in this documentSection 1 shall apply to any notice of Tengion’s intent to pursue an NUC Transaction delivered on and after the Effective Date, marked notwithstanding the fact that the fifteen (15) day and sixty (60) day periods described herein may exceed the same, and (b) preliminary discussions that precede a formal offer or term sheet shall not be restricted by bracketsthis Section 1. Notwithstanding anything to the contrary, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of Parties agree that the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of ROFN shall automatically be reinstated if Tengion does not enter into a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer definitive agreement for an OutNUC Transaction with a third party within six (6) months after the then most-Licenserecent ROFN Expiration. For purposes of this Agreement, a Change in each case related to Company’s rights in AMG 777 Control Transaction shall mean: (or, to 1) the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Companythe assets of Tengion to an unrelated person or entity, (2) a merger, reorganization, consolidation or similar transaction pursuant to which the holders of Tengion’s assets outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the resulting or businesssuccessor entity (or its ultimate parent, Amgen’s rights under this Section 2.3 if applicable) immediately upon completion of such transaction, or (Right 3) the sale of First Negotiation) shall terminateall of the stock of Tengion to an unrelated person or entity.

Right of First Negotiation. 2.3.1 If Company seeks Alpine hereby grants to grant a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have Kite an exclusive first right to negotiate an exclusive, worldwide, royalty-bearing license, with the right to grant sublicenses, to practice and exploit any pharmaceutical or biologic product containing an allogeneic T cell that is genetically modified to express a [****] and that is developed for use as, or used as, a therapy for cancer (an “Allogeneic Product”). Kite may exercise its right at any time during a period of [****] after its receipt of written notice from Alpine, indicating Alpine’s intention to grant a license to any Allogeneic Product, by providing to Alpine a written non-binding term sheet inclusive of the material financial terms for such Product from Companylicense. Within [****] of receipt of such term sheet, Alpine shall provide to Kite written notice of its non-binding acceptance or desire to further negotiate, or non-acceptance of such term sheet. If Amgen (i) does Alpine accepts or desires to further negotiate such term sheet, Alpine and Kite will negotiate in good faith, for up to [****], in order to reach agreement on a license agreement on commercially reasonable terms that is satisfactory to both Parties. If Kite has not deliver a Negotiation Notice to Company within exercised its right upon expiration of the applicable [****] period after receipt period, if Alpine does not accept Kite’s term sheet, or if the Parties do not reach agreement upon and execute a license agreement in accordance herewith upon expiration of the Negotiation Notice[****] negotiation period, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Periodthen, or (iii) declines in writing the Out-License after review of the Summaryeach such case, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company Alpine shall be free to negotiate an Out-License for license such Allogeneic Product with to any Third Party; provided that, subject prior to Alpine accepting any offer to license such Allogeneic Product to any Third Party on terms that are substantially similar to (or less favorable to Alpine than) those offered by Kite, Kite shall have a one-time right of first refusal whereby Alpine shall offer such license (with the same terms of Section 2.2 (Sublicensesand conditions offered by such Third Party) to Kite in writing, and Section 2.3.2Kite shall have [****] to accept such offer in writing. For clarity, an Out-License Alpine shall not include be obligated to disclose the grant name of a sublicense such Third Party. Notwithstanding anything to a contract manufacturer or a contract research organization for the purpose contrary in this Agreement, Kite’s right of manufacturing or developing Products for Company or to first refusal does not apply where a Third Party distributor selling finished Product purchased from Company, has offered Alpine terms and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such conditions for a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response license to an unsolicited offer Allogeneic Product that are substantially better for an Out-License, in each case related to Company’s rights in AMG 777 Alpine (or, to considering the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement entire economic consideration to be entered into received by Alpine under such offer) than the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminateterms and conditions offered by Kite.

Right of First Negotiation. 2.3.1 If Company seeks Depomed shall notify Santarus in writing in the event that Depomed desires to divest itself of its rights to the Product in the Territory (e.g., by asset sale or product license to a Third Party) or to grant a sublicense (an “Out-License”) rights to a Third Party for development and/or commercialization of AMG 777 to develop or commercialize a pharmaceutical product containing metformin and another generic active pharmaceutical ingredient (ori.e., to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product an active pharmaceutical ingredient that is produced and distributed within the subject Territory without composition of matter patent protection for the proposed sublicense, as well as compound) in combination with Depomed’s proprietary AcuForm drug delivery technology incorporated within the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License Products (a “Transaction NoticeCombination Product”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company Santarus notifies Depomed in writing within [***] days of its after receipt of such notice (the Transaction Notice “Evaluation Period”) that Santarus is not interested in obtaining all of Depomed’s rights in and to the Products or the applicable Combination Product (a such rights, “Negotiation NoticeMetformin Product Rights”), or if Santarus fails to notify Depomed of Santarus’ interest in obtaining the Metformin Product Rights, in either case prior to the expiration of the Evaluation Period, then Depomed shall have no further obligation to Santarus under this Agreement with respect to the applicable Metformin Product Rights. Promptly after CompanyIf Santarus is interested in obtaining the Metformin Product Rights, it shall so notify Depomed in writing prior to the expiration of the Evaluation Period, and upon Depomed’s receipt of such notice Santarus and Depomed shall promptly commence good-faith negotiations, for a Negotiation Notice, Company shall provide Amgen with a confidential summary period of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [***] following Amgen’s receipt of a Summary days and such longer period as may be mutually agreed upon by the parties in writing in the event the parties have made material progress in the negotiations (the “Exclusivity Negotiation Period”), Amgen regarding the commercially reasonable terms of an agreement pursuant to which Santarus shall obtain the Metformin Product Rights. If Depomed and Santarus fail to enter into an agreement for the Metformin Product Rights prior to the expiration of the Negotiation Period, then Depomed shall thereafter have an exclusive the right to negotiate and enter into an exclusiveagreement with a Third Party granting the Metformin Product Rights to a Third Party; provided that, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver for a Negotiation Notice to Company within the applicable period of [*] period after receipt of **], any such agreement may not be on terms and conditions materially more favorable to the Negotiation Notice, (ii) does not deliver to Company a written proposal for Third Party than the terms and conditions last offered by Santarus prior to the termination of an Out-License discussions with Depomed. The provisions of this Section 13.1 shall not apply to, and Depomed shall have no obligation to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights Santarus under this Section 2.3 (Right 13.1 in respect of, any acquisition of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Depomed by a Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarityany merger or consolidation with or involving Depomed, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to any acquisition by a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 material portion of the Securities Act stock of 1933Depomed, as amended. 2.3.2 If Company’s board of directors approves the initiation or any acquisition by a Third Party of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, material portion of the assets of Depomed in each case related to Company’s rights in AMG 777 (or, addition to the extent Company has de-prioritized AMG 777, the backup Products or any Combination Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence“Merger Transaction”)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (an “Out-License”a) to a Third Party for development and/or commercialization of AMG 777 (or, to Commencing on the extent Company has de-prioritized AMG 777, Effective Date and continuing until the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [**] following Amgen’s receipt of a Summary anniversary thereof (the “Exclusivity ROFN Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen Paragon will promptly notify Spyre in writing if (i) does not deliver Paragon has developed a Negotiation Notice descriptive research plan with respect to Company within the applicable [*] period after receipt Development of the Negotiation Noticea Multispecific Antibody or a plan to license or grant rights in a Multispecific Antibody to a Third Party, or (ii) does not deliver Paragon enters into [***] negotiations pursuant to Company a written proposal for an offer to or from any Third Party relating to the terms of an Out-License foregoing. Together with such notice, Paragon will provide to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) Spyre all material information and research plans developed by Paragon with respect to such ProductMultispecific Antibody (the “ROFN Information”). Spyre will have [***] days from receipt of the ROFN Information to deliver a written notice to Paragon of Spyre’s desire to engage in negotiations for an agreement concerning the Development, or exclusive license or grant of rights to, such Multispecific Antibody. (b) If Amgen and Company do Spyre does not mutually agree on the terms provide such written notice to Paragon of an Out-License for its interest to engage in such Product to Amgen negotiations within the Exclusivity Periodsuch [***] day period, Company then (i) Paragon shall be free to negotiate enter into an Out-License for such Product agreement with any a Third Party, subject Party with respect to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense license or other rights to such Multispecific Antibody and corresponding Multispecific Products without further obligation to Spyre under this Section 2.7, and (ii) Spyre’s license under Section 2.1(b) shall automatically exclude any right to Develop, Manufacture, Commercialize or otherwise exploit the identical Multispecific Antibodies Developed by or on behalf of Paragon and corresponding Multispecific Products. (c) If Spyre does provide Paragon such written notice within such [***] day period, the Parties will negotiate [***] on an exclusive basis for a contract manufacturer or a contract research organization period of up to [***] months from the date of Spyre’s notice (“ROFN Negotiation Period”), an agreement for the purpose Development, or exclusive license or grant of manufacturing or developing Products for Company or rights to, such Multispecific Antibody and corresponding Multispecific Products. Prior to a Third Party distributor selling finished Product purchased from Companyand during the ROFN Negotiation Period, and this Section 2.3 (Right of First Negotiation) Paragon shall not restrict Company in any manner enter into an agreement with respect to such a sublicenseMultispecific Antibody with any Third Party that will prevent Paragon from entering into an agreement with Spyre for the Development, or exclusive license or grant of rights to, such Multispecific Antibody and corresponding Multispecific Products. [*] = Certain confidential information contained Unless and until the Parties have entered into an agreement with respect to such Multispecific Antibody and corresponding Multispecific Products, Spyre shall have no rights or license with respect to such Multispecific Antibody and corresponding Multispecific Products except as otherwise expressly provided in this document, marked by brackets, has been omitted Section 2.1. In the event that the Parties have not entered into an agreement with respect to such Multispecific Antibody and filed separately with corresponding Multispecific Products prior to the Securities and Exchange Commission pursuant to Rule 406 expiration of the Securities Act of 1933ROFN Negotiation Period, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for then (i) Paragon shall be free to enter into an agreement with a Sale Transaction Third Party with respect to the grant of a license or other rights to such Multispecific Antibody and corresponding Multispecific Products without further obligation to Spyre under this Section 2.7, and (ii) a response to an unsolicited offer for an Out-License, in each case related to CompanySpyre’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to license under Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation2.1(b) shall terminateautomatically exclude any right to Develop, Manufacture, Commercialize or otherwise exploit the identical Multispecific Antibodies Developed by or on behalf of Paragon and corresponding Multispecific Products.

Right of First Negotiation. 2.3.1 If Company seeks to grant If, during the period from the Closing Date until the fifth anniversary thereof, Seller (or any of its Affiliates) determines that it is interested in entering into an arrangement with an unaffiliated person (hereinafter a sublicense (an “Out-License”"Third Party") to sell or out-license the right to sell (any such rights being hereafter referred to as a Third Party for development and/or commercialization "Right") any of AMG 777 the Excluded Estrace Products (or, subject to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)Robexxx Xxxeement), then Company shall notify Amgen in advance in writing and provide a non-confidential summary Seller (or any of the Product that is the subject of the proposed sublicenseits Affiliates, as well applicable) shall give Purchaser a right of first negotiation to acquire such Right as the intended scope follows: (which the Parties agree a) Seller shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires give written notice to evaluate such Out-License, then Amgen shall notify Company within [*] days Purchaser of its receipt (or any of its Affiliates) interest in selling or out-licensing the Transaction Notice (a “Negotiation Notice”)Right. Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen Purchaser shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen fifteen (i15) does not deliver a Negotiation Notice to Company within the applicable [*] period days after receipt of the Negotiation Notice, (ii) does such notice to decide whether or not deliver it wishes to Company a written proposal pursue negotiations for the terms of such an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) arrangement with respect to such ProductRight and to submit a proposal to Seller. If Amgen and Company do In the event that Purchaser declines to pursue negotiations or does not mutually agree on the terms of an Out-License for such Product reply to Amgen Seller's notice within the Exclusivity Periodfifteen (15) day period, Company Seller (or any of its Affiliates, as applicable) shall be free to negotiate and enter into an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner arrangement with respect to such Right with a sublicenseThird Party. (b) In the event that Purchaser expresses interest in negotiations and submits a preliminary proposal, then for an additional thirty (30) day period, Seller shall conduct negotiations on an exclusive basis with Purchaser diligently and in good faith to reach an agreement with Purchaser. [*] = Certain confidential information contained At the end of such thirty (30) day period, if the parties have not reached an agreement at such time, Purchaser shall give Seller a written notice setting forth the final offer by Purchaser for such an arrangement (the "Final Offer"). If Seller (or any of its Affiliates, as applicable) rejects the Final Offer, it shall thereafter be free to negotiate and enter into an arrangement with respect to such Right with a Third Party as provided in this document, marked by brackets, has been omitted Section 4.14(c) below. (c) In the event Seller and filed separately with the Securities and Exchange Commission Purchaser fail to negotiate a written agreement pursuant to Rule 406 Sections 4.14(b) above within the period provided therein, Seller (or any of its Affiliates, as applicable) shall be free to enter into an arrangement for the selling or out-licensing of the Securities Act Right with a Third Party; provided, however, that for a period of 1933twelve months from the expiration of the thirty (30) day exclusive negotiation period set forth in Section 4.14(b) Seller shall not, and shall cause its Affiliates not to, enter into an arrangement with a Third Party with respect to such Right on terms less favorable to Seller and its Affiliates than the Final Offer without first reoffering to Purchaser the opportunity to enter into an arrangement on the terms set forth in the Final Offer. In the event of such a reoffer, Purchaser shall have fifteen (15) days to advise Seller of its interest in entering into an arrangement on such terms. In the event that Purchaser expresses interest in such an arrangement on such terms, Purchaser and Seller (or any of Seller's Affiliates, as amended. 2.3.2 If Company’s board applicable) shall conduct exclusive negotiations and conclude an agreement incorporating such terms within thirty (30) days thereafter. For purposes of directors approves 26 this Section 4.14(c), Purchaser acknowledges and agrees that Seller (or any of its Affiliates, as applicable) shall have the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-Licenseright, in each case related to Company’s rights in AMG 777 (orits sole discretion, to determine whether an offer from a Third Party that consists in whole or in part of non-cash compensation is more or less favorable to Seller and its Affiliates than the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale TransactionFinal Offer. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 777 (or, to At any time between the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary completion of the Product that is IND-enabling GLP toxicology studies and the subject availability of the proposed sublicenseKey Listings and Tables from the first Phase I Clinical Trial with multiple ascending dose proof of concept within the Field conducted independently by or on behalf of InterMune for any given [***] compound but no later than [***] from the Effective Date hereof, as well as provided such [***] compound has the intended scope (which properties that would meet the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within Lead Compound Requirements set forth in Schedule 1.92 and [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other Certain information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under on this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, page has been omitted redacted and filed separately with the Securities and Exchange Commission pursuant Commission. Confidential treatment has been requested with respect to Rule 406 the omitted portions. that IND-enabling GLP toxicology studies have been completed, InterMune shall provide Roche with written notice and Roche shall have the right of first negotiation to enter into negotiations with InterMune for a separate agreement for the further research, development and/or commercialization of such [***] compound in the Field as described in this Section 6.3.2 (“Right of First Negotiation”). Such notice shall include a reasonable confidentiality agreement for the Parties to execute no later than fifteen (15) business days of such notice to enable Roche to conduct due diligence. Upon execution of such confidentiality agreement, InterMune shall provide Roche all the available and relevant data from the studies for such [***] compound (“Right of First Negotiation Report”). Commencing on the date that Roche receives the Right of First Negotiation Report, Roche shall have the right to conduct initial due diligence related to the [***] compound for a period of up to [***] following delivery by InterMune of the Securities Act First Right of 1933Negotiation Report. Roche’s due diligence may include, as amended. 2.3.2 If Company’s board of directors approves but is not limited to, the initiation of a process for following: (i) a Sale Transaction full pre-clinical or clinical (as applicable) and manufacturing audit of InterMune, at Roche’s expense, (ii) a response the right to an unsolicited offer for an Out-Licensereasonably request all relevant data, in each case related including raw data, obtained to Companydate relating to the [***] Compound, and (iii) the right to inspect InterMune’s rights in AMG 777 (orfacilities and, to the extent Company has de-prioritized AMG 777within the reasonable control of InterMune, the backup Product thereto for which Company is actively seeking facilities of its clinicians and manufacturers (and InterMune agrees to fulfill use its diligence obligation hereunder pursuant [***] to Section 5.2 (Diligenceensure that Roche can inspect the facilities of such Third Parties)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide . In the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement event Roche determines to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (exercise its Right of First Negotiation, upon conclusion of its initial due diligence, Roche shall provide written notice of its intent to InterMune (“Right of First Negotiation Notice”) and the Parties shall terminatenegotiate in good faith using Commercially Reasonable Efforts to enter into an amendment to this Agreement, subject to subsections (a), (b) and (c) below, for a period of [***] following the date of receipt of the Right of First Negotiation Notice (the “Right of First Negotiation Exclusivity Period”). (a) The Parties agree that such amendment shall provide that such [***] compound will be added to this Agreement as a “Licensed Compound” to be governed under this Agreement, including, but not limited to, being subject to the payments provisions set forth in Sections [***] (inclusive); provided, however that Section [***] shall not apply. In addition, such amendment will provide for a separate and additional [***] payment in return for rights to such [***] compound and the development plan therefor, including the associated budget (which development plan will constitute the “Development Plan” for such [***] Compound once it becomes a “Licensed Compound” for purposes of this Agreement), which [***] payment and development plan will be negotiated by the Parties in good faith using Commercially Reasonable Efforts taking into consideration most recent comparable transactions involving compounds or products in substantially the same stage of development and competitive space, [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. industry standards and scientific, business and marketing and return on investment issues. (b) If the Parties cannot agree on the amount of the [***] payment upon the expiration of the Right of First Negotiation Exclusivity Period, within thirty (30) days thereafter, the Parties shall engage a mutually agreeable independent investment banking firm of national reputation to decide on the amount of the [***] payment (“Valuation Price”) and each Party shall submit to such investment banking firm an appraisal prepared by such Party as to its assessment of the fair market value of the collaboration (each such appraisal, a “Valuation”). In the event of a Party’s failure to submit its Valuation by the end of the aforementioned thirty (30) day time period, the Valuation Price will be equal to the Valuation submitted by the other Party. If both Parties submit Valuations within the thirty (30) day time period, within ten (10) days thereafter, the investment banking firm will select one of the Valuations which will then be the Valuation Price. The investment banking firm when making its selection shall take into account the value of the patent rights, know-how and other assets, the potential market and return on investment for the [***] compound(s), and the most recent comparable transactions involving compounds or products in substantially the same stage of development (including the transactions covered by this Agreement) and competitive space. In addition, the investment banking firm when making its selection shall take into account any additional value InterMune may have contributed towards the development of the [***] compound between the date Roche receives the Right of First Negotiation Report from InterMune and the time the Valuation Price is finally resolved in accordance with the procedure set forth above. The Parties shall equally share in the cost of the engagement of such investment banking firm. (c) If the Parties cannot agree on the appropriateness of the development plan for such [***] compound, the dispute will be resolved pursuant to Section 13.6; provided, however, that the arbitrators shall only have the power and authority to arbitrate the matter of the appropriateness of the development plan (taking into consideration the most recent comparable transactions involving compounds or products in substantially the same stage of development (including the transactions covered by this Agreement), industry standards and scientific, business and marketing and return on investment issues).

Right of First Negotiation. 2.3.1 If Company In the event Cardiokine at any time seeks or determines to grant enter into a sublicense marketing partnership, co-promotion or other equivalent or similar arrangement (an a “Out-LicenseMarketing Partnership”) for a Licensed Product within the Territory, Cardiokine shall provide Wyeth with written notice thereof (the “Initial Notice”) and comply with this Section 6.1 prior to a negotiating with any Third Party for development and/or commercialization such Marketing Partnership. Cardiokine shall also provide ‘to Wyeth, together with such written notice, an electronic copy of AMG 777 (or, the NDA submitted to the extent Company FDA for such Licensed Product (if one has de-prioritized AMG 777, been submitted at the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary time of the Product that is the subject of the proposed sublicense, such Initial Notice) as well as the intended scope (which the Parties agree shall be initially market studies and reports and other similar or related information and data in respect of such Licensed Product in Cardiokine’s or its Affiliates’ possession or control in order for worldwide rights) of the Out-License (Wyeth to determine its interest in entering into a “Transaction Notice”)Marketing Partnership with Cardiokine. If Amgen desires All such information provided to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary Wyeth hereunder shall be deemed to be Confidential Information of Company under this AgreementCardiokine. For Wyeth shall have [*] following Amgen’s ####]from the date of its receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive Initial Notice to give Cardiokine written notice that it is exercising ‘ its right to negotiate with Cardiokine regarding a Marketing Partnership (such notice being an exclusive, royalty-bearing license to such Product from Company“Exercise Notice”). If Amgen Wyeth gives Cardiokine an Exercise Notice within the foregoing [####]period, then during the period beginning on the date of the Exercise Notice and ending on the date that is [####]after the date of the Exercise Notice, the Parties shall promptly and diligently negotiate, on an exclusive basis and in good faith, to enter into a Marketing Partnership for such Licensed Product on commercially reasonable terms If (i) does not deliver a Negotiation Wyeth fails to give an Exercise Notice to Company within the applicable foregoing [*] ####]period after receipt of the Negotiation Notice, or (ii) does not deliver if the Parties are unable, within the foregoing [####], to Company enter into a written proposal for term sheet or letter of intent setting forth the principal terms of an Out-License the Marketing Partnership to Amgen during the Exclusivity Periodbe entered into, or (iii) declines in writing if the Out-License after review Parties are unable to enter into a definitive agreement setting forth all the terms and conditions of the SummaryMarketing Partnership within [####]after entering into said term sheet or letter of intent, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company Cardiokine shall be free to negotiate and enter into an Out-License agreement for a Marketing Partnership for such Licensed Product (the “Marketing Partnership Agreement”) with any Third Party, subject to ; provided that the terms of Section 2.2 the Marketing Partnership Agreement with the Third Party, taken as a whole, may not be less favorable to Cardiokine than those last offered to Wyeth or proposed by Wyeth; and provided, further, that the Marketing Partnership Agreement must comply with the terms and conditions of this Agreement. If the terms of the Marketing Partnership Agreement with the Third Party, taken as a whole, are less favorable to Cardiokine than those last offered to Wyeth or proposed by Wyeth, then Cardiokine may offer such terms (Sublicensesthe “Alternative Offer”) to Wyeth, and Section 2.3.2if Wyeth does not, within [####]of its receipt of the Alternative Offer, notify Cardiokine of its acceptance thereof and willingness to enter into further negotiations (the “Second Exercise Notice”) to enter into a Marketing Partnership Agreement, then Cardiokine shall be free to enter into such Marketing Partnership Agreement with such Third Party. For clarityIn the event that Wyeth gives Cardiokine the Second Exercise Notice, an Out-License the parties shall negotiate in good faith for a period not to exceed [####], unless otherwise mutually agreed, and if a definitive Marketing Partnership Agreement shall not include the grant of a sublicense be concluded, then Cardiokine shall be entitled to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to enter into such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately Agreement with the Securities and Exchange Commission pursuant Third Party. The provisions applicable to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights Cardiokine under this Section 2.3 (Right Article 6 shall also apply to any Affiliate of First Negotiation) shall terminateCardiokine to which Cardiokine has granted or otherwise extended its rights hereunder.

Right of First Negotiation. 2.3.1 In the event RTI develops an RTI-Developed New Allograft that is not a line extension as defined in Section 2.3 hereof, yet will have applications primarily useful for spinal fusion surgery, RTI shall provide information to MSD with respect to the specifications of such product, along with prototypes and proof of viability (which shall include, as appropriate, relevant in vitro, in vivo, and cadaveric test data). Within [###] after receipt of said information from RTI, MSD may determine it requires additional information to render a decision on its Right of First Negotiation on the RTI-Developed New Allograft. If Company seeks to grant a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 777 (orMSD reasonably requires additional information, MSD shall submit, in writing, to RTI a list of commercially and scientifically reasonable data it will require to render a decision on the extent Company has deRTI-prioritized AMG 777, the backup Product thereto Developed New Allograft. MSD and RTI will meet in good faith to review and agree upon additional request for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary information. Within [###] of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt agreed proof of a Negotiation Noticeviability, Company MSD and RTI shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical meet and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) confer with respect to the feasibility of such Productproduct and to confirm that such product is not a line extension as defined in Section 2.3 hereof. If Amgen and Company do the parties cannot mutually agree on as to what documentation is reasonably required to demonstrate viability, or as to whether such product is a line extension, then the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company issue(s) shall be free decided by a special master in accordance with Section 2.3. Otherwise, if the parties agree that such product is not a line extension or that sufficient additional information has been provided to negotiate an Out-License for such Product with any Third PartyMSD by RTI, subject MSD shall give notice to RTI (within [###] of the terms end of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant [###] period or within [###] of a sublicense special master determining that the product is not a line extension or that RTI has provided MSD with sufficient additional information to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or demonstrate viability) as to a Third Party distributor selling finished Product purchased from Company, and whether MSD intends to exercise its [###] Certain information on this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, page has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, Commission. Confidential treatment has been granted with respect to the extent Company has deomitted portions. right of first negotiation for the RTI-prioritized AMG 777, the backup Product thereto Developed New Allograft as set forth in this Section 6.3(d)(i). Any RTI-Developed New Allograft for which Company is actively seeking MSD elects to fulfill exercise its diligence obligation hereunder pursuant right of first negotiation shall be referred to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that herein as a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (“Right of First Negotiation) Refusal Allograft.” Any RTI-Developed New Allograft for which MSD elects not to exercise its right of first negotiation shall terminatebe referred to herein as a “Rejected Allograft.” With respect to each Right of First Refusal Allograft, MSD shall have a right for a period of [###] after good faith negotiations begin, to agree with RTI on the LSF for such Right of First Refusal Allograft. In the event RTI and MSD agree with respect to the LSF for such Right of First Refusal Allograft, then such Right of First Refusal Allograft shall be added to Schedule 2.1 and shall become a Specialty Allograft for all purposes of this Agreement and the LSF for such Right of First Refusal Allograft shall be as agreed upon by RTI and MSD. With respect to each Rejected Allograft, RTI shall be entitled to enter into an agreement with any third party for distribution of such Rejected Allograft provided such distribution does not violate any MSD Intellectual Property Rights.

Right of First Negotiation. 2.3.1 If Company seeks 3.1.1. BMS shall have a limited right of first negotiation with respect to grant Licensed Compounds as follows (the “Right of First Negotiation”). (a) In the event that Pharmacopeia desires to enter into a sublicense (an “Out-License”) License arrangement with respect to a any Licensed Compound, before entering into negotiations with any Third Party for development and/or commercialization with respect to such License, Pharmacopeia will notify BMS of AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing desire and provide a non-confidential summary of the Product BMS with information in Pharmacopeia’s possession and control that is reasonably necessary for BMS to perform its due diligence with respect to such Licensed Compound (including but not limited to information from or relating to clinical studies, correspondence with FDA, information regarding Third Party patents, and information regarding the subject manufacture, sourcing and cost of goods for the proposed sublicense, as well as Licensed Compound) (the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). Pharmacopeia shall provide to BMS a proposal of terms and conditions with respect to such a License at the time of such Notice. If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days BMS notifies Pharmacopeia in writing of its election to pursue a License for such Licensed Compound within ** (**) days after BMS’ receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation such Notice, Company Pharmacopeia shall provide Amgen enter into good faith negotiations with BMS with respect to such License for a confidential summary period of the Product Company is seeking to Out-License ** (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary *) days (the “Exclusivity Negotiation Period”)) following receipt of such election from BMS. **. (b) During the Negotiation Period, Amgen shall have Pharmacopeia will provide BMS with an exclusive right opportunity to negotiate an exclusive, royalty-bearing license make a written proposal of terms and conditions with respect to such Product from Companya License and Pharmacopeia will either accept the proposal or provide a counter offer to BMS (i.e., in addition to the proposal provided to BMS at the time of the Notice). If Amgen (i) does BMS has not deliver provided Pharmacopeia with such a Negotiation Notice to Company written proposal regarding all principal financial terms of such a License within the applicable [first *] period after receipt * (**) days of the Negotiation Period, the Negotiation Period will terminate. If Pharmacopeia and BMS are able to conclude an agreement in principle within the Negotiation Period as set forth in a mutually satisfactory term sheet with respect to such License (being demonstrated by BMS obtaining internal BMS Executive Committee, and Pharmacopeia obtaining Board approval, to proceed with completing a definitive agreement based on such term sheet), the Parties shall negotiate a definitive agreement in good faith with the goal of executing such agreement within ** (**) days thereafter. (c) If BMS does not elect through the written notification described above to pursue a License with respect to such Licensed Compounds within the ** (**) day period set forth above, Pharmacopeia will then be free to enter into negotiations with any Third Party regarding a License for such Licensed Compounds and free to enter into any such License, but only subject to the provisions set forth in this Article 3 below. (d) Following Notice, if BMS does so elect to pursue a License with respect to the Licensed Compounds within the ** (ii**) does day period set forth above, but Pharmacopeia and BMS do not deliver conclude an agreement in principle (being demonstrated by BMS obtaining internal BMS Executive Committee, and Pharmacopeia obtaining Board approval, to Company proceed with completing a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiationdefinitive agreement based on such term sheet) with respect to such Product. If Amgen and Company do not mutually agree on License within the terms of an Out-Negotiation Period as described above, Pharmacopeia will then be free to enter into negotiations with any Third Party regarding a License for such Product to Amgen within the Exclusivity PeriodLicensed Compounds, Company shall be and free to negotiate an Out-License for enter into any such Product with any Third PartyLicense, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2provisions set forth in Article 3 below. 3.1.2. For clarity, an Out-License Pharmacopeia shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a enter into an agreement with any Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such License for a sublicense. [*] = Certain confidential information contained Licensed Compound except in accordance with the provisions of this Article 3, including the provisions set forth below. (a) In the event that Pharmacopeia intends to enter into a License agreement with a Third Party (based on bona fide arm’s-length negotiations with an unaffiliated Third Party) after following the procedure set forth in this documentArticle 3, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended**. 2.3.2 (b) For this purpose, ** at that time. Such determination by the **. ** will consider **. Such determination by the Board shall be **. (c) If Company’s board of directors approves the **. (d) If the **. In the event that Pharmacopeia makes **. If Pharmacopeia offers **. **. 3.1.4. Upon the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-Licenseany such Negotiation Period, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company Pharmacopeia shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction**. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights 3.1.5. Any License agreement to be entered into by Pharmacopeia with a Third Party in accordance with the Parties) or a sale foregoing procedure shall be consistent with the terms and conditions of all or substantially this Agreement and shall fully enable Pharmacopeia to fully perform all of Company’s assets or businessits obligations under the Agreement which will continue in effect. As set forth in Section 2.2, Amgen’s rights under any Sublicensee shall be bound by the terms and conditions of this Agreement in the same manner as Pharmacopeia, provided that Section 2.3 (Right 3.1.2 of First Negotiation) Section 3.1 shall terminatenot apply to a Sublicensee.

Right of First Negotiation. 2.3.1 If (a) Within [**] of a ROFN Triggering Event, the Company seeks will provide the Managers and Investors a notice of such ROFN Triggering Event (a “ROFN Trigger Notice”), which will include data and information reasonably necessary for Bayer to grant evaluate the advisability of, and the preparation of, a sublicense Qualifying Offer for such Company Product (collectively, such terms, data and information for such Company Product, the “Bid Package”). Following the Company’s delivery of a Bid Package to the Investors, an “Out-License”Investor may request in writing that the Company provide specific, additional background information and data (although not including raw data) to further clarify the contents of the Bid Package, which information and data the Company will promptly make available to the Investors to the extent that such request is commercially reasonable and to the extent and in such form as such information and data are in the Company’s possession and control. The Company and the Company Subsidiaries will not have any obligation to conduct any additional studies or undertake any further analysis of any data or information in accordance with the preceding sentence. (b) During the period starting on the date of delivery of the Bid Package for a Company Product and ending [**] following such delivery date (the “ROFN Period”), Bayer will have the exclusive right to review the Bid Package to make a Bid for such Company Product and to submit a Qualifying Offer for such Company Product, and the Company will not solicit Bids from a Third Party. Without limiting the foregoing and for the avoidance of doubt, in the event an Unsolicited Bid from a Third Party is the ROFN Triggering Event, the Company will not negotiate such Unsolicited Bid with such Third Party or solicit additional Bids from other Third Parties during the ROFN Period. To exercise such right for development and/or commercialization of AMG 777 (ora Company Product during the ROFN Period, Bayer will be required to provide to the extent Company has de-prioritized AMG 777, (prior to the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary expiration of the ROFN Period for such Company Product) a Bid for such Company Product that is which will include the subject material terms of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License applicable Product Transfer (a “Transaction Bayer Solicited Bid Notice”). The timing of the ROFN Period for a Company Product may be delayed until a mutually agreed, subsequent time period with the written consent of all Parties prior to the start of such ROFN Period. (i) If Amgen desires Bayer delivers a Bayer Solicited Bid Notice for such Company Product to evaluate the Company during the applicable ROFN Period for such Out-LicenseCompany Product, Bayer will be considered a Bidding Party. The Company will promptly deliver such Bayer Solicited Bid Notice to Arvinas. Notwithstanding anything to the contrary contained in the LLC Agreement, only the approval of the Applicable Managers will be required for the Company to undertake any Product Transfer for such Company Product, and the Bidding Party’s and the Bidding Party Manager’s approval, vote or consent will not be required for any Member or Board approval required for such Product Transfer (including the Requisite Majority and the Requisite Approval). Subject to compliance with the remainder of this Section 2.5(b)(i), the Applicable Managers will determine in good faith whether Bayer’s Bid in such Bayer Solicited Bid Notice is a Qualifying Offer for such Company Product. (A) If such Bid is a Qualifying Offer, then Amgen shall notify the Applicable Managers may, in their discretion, (1) negotiate the terms of such Product Transfer with Bayer, (2) accept or reject such Bid, (3) begin a Bidding Process as provided for in Section 2.6 (which will provide Bayer with a Last Matching Right for such Bidding Process so long as Bayer had not provided a Formal Withdrawal with respect to such Product Transfer), and/or (4) in the event the ROFN Triggering Event is an Unsolicited Bid from a Third Party which is a Qualifying Offer, accept such Third Party Unsolicited Bid (which will provide Bayer with a Last Matching Right for such Third Party Unsolicited Bid so long as Bayer had not provided a Formal Withdrawal with respect to such Product Transfer). If the Applicable Managers determine to accept Bayer’s Bid or negotiate the terms of such Product Transfer with Bayer, and the Applicable Managers are unable to agree to the terms of such Product Transfer within [**] following the Company’s receipt of such Bayer Solicited Bid Notice, then the Company may, at the instruction of the Applicable Managers, seek an independent valuation of such Company Product from a Valuation Firm (a “Third Party Valuation”) to determine the fair market value of such Company Product (assuming the Minimum Offer Terms for such Product Transfer, as adjusted by the terms in such Qualifying Offer that the Applicable Managers have accepted in principle) (the “FMV”) and the fair market value of such Qualifying Offer (“QOFMV”). The Valuation Firm will prepare and deliver to the Company a written report which provides the FMV and QOFMV for such Company Product, with reasonable supporting detail (the “FMV Report”), within [**] of its engagement by the Company for such Third Party Valuation. The FMV Report will be delivered to the Investors and the Applicable Managers within [**] of the Company’s receipt thereof. If the FMV is determined to be higher than the QOFMV for such Company Product, Bayer will have a right to provide a revised Bid, which will be binding upon Bayer, to the Company (the “Revised FMV Bid”) that includes terms that provide for [**] (the “Required FMV Terms”). Such right to provide a revised Bid is required to be exercised by Bayer by submitting a Revised FMV Bid to the Company within [**] days of its receipt delivery of the Transaction Notice FMV Report to Bayer (a the “Negotiation NoticeFMV Bid Period”). Promptly after CompanyIf there is any dispute with respect to whether such Revised FMV Bid satisfies such Required FMV Terms, such dispute will be referred to Baseball Arbitration. If the ROFN Triggering Event is an Unsolicited Bid from a Third Party and the Applicable Managers determine to accept such Unsolicited Bid from such Third Party, the Company will provide Bayer a Superior Bid Notice and Bayer may exercise its Last Matching Right with respect to such Product Transfer, and, if properly exercised, Bayer’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably requestrevised Bid, which Summary shall will be deemed to binding upon Bayer, will thereafter be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary the Superior Bid (the “Exclusivity PeriodLM Superior Bid”). If there is any dispute with respect to whether Bayer’s revised bid is the Superior Bid, Amgen shall have an exclusive right such dispute will be referred to Baseball Arbitration. The Superior Bid will be (1) such Qualifying Offer if the Company does not seek a Third Party Valuation or the QOFMV is determined to be higher than the FMV, (2) the Revised FMV Bid if it satisfies the Required FMV Terms, (3) any Bid agreed to by Bayer and approved by the Applicable Managers, or (4) the LM Superior Bid. There will be no Superior Bid if, as applicable: (1) Bayer does not provide a Revised FMV Bid during the FMV Bid Period or the Revised FMV Bid does not satisfy the Required FMV Terms, and thereafter the Company may take any action with respect to such Company Product free and clear of any Product Rights; provided, however, that Bayer will maintain its Last Matching Rights for such Company Product; or (2) Bayer does not properly exercise any applicable Last Matching Rights in the [**] period or Bayer’s revised Bid is not the Superior Bid and thereafter the Company may take any action with respect to such Company Product free and clear of any Product Rights; [**]. (B) If such Bid is not a Qualifying Offer, then the Applicable Managers may, in their sole discretion, take any of the following actions with respect to such Company Product: (1) accept or reject such Bid; (2) negotiate an exclusive, royalty-bearing license the terms of such Product Transfer with Bayer; (3) begin a Bidding Process as provided for in Section 2.6 (which will provide Bayer with a Last Matching Right for such Bidding Process so long as Bayer had not provided a Formal Withdrawal with respect to such Product from Company. Transfer and such Bid was made by Bayer in good faith); or (4) have the Company continue to further Research, Develop and Commercialize the applicable Company Product free and clear of any Product Rights; [**]. (ii) If Amgen (i) Bayer does not deliver a Negotiation Bayer Solicited Bid Notice for such Company Product to the Company within during the applicable [*] period after receipt of ROFN Period or Bayer otherwise provides written notice to the Negotiation Notice, (ii) Company that it does not deliver intend to make a Bid for such Company a written proposal for Product, the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) Company may take any action with respect to such Product. If Amgen Company Product free and Company do not mutually agree on the terms clear of an Out-License for such any Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. Rights; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended*]. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company During the term of this Agreement, if SUPPLIER initiates discussions, seeks out or is approached by a third-party to grant a sublicense (an “Outx) sell substantially all of SUPPLIER's assets to such third-License”party or (y) become party to a Third Party for development and/or commercialization merger, consolidation, share exchange or similar business combination transaction in which more than 50% of AMG 777 the voting securities of SUPPLIER would be owned by stockholders other than SUPPLIER'S stockholders in existence immediately prior to such transaction (orcollectively, a “Reorganization”), then SUPPLIER will notify CARDINAL HEALTH in writing of the potential Reorganization (without any obligation, however, to identify such third-party or the extent Company has de-prioritized AMG 777, terms of any such Reorganization). CARDINAL HEALTH agrees that any such notice and the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder contents therein shall be kept confidential by CARDINAL as "Confidential Information" pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary 13 of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s Within ten (10) days after receipt of a Summary (the “Exclusivity Period”)such written notice, Amgen CARDINAL HEALTH will respond to SUPPLIER's notice indicating whether it has an interest in negotiating Reorganization with SUPPLIER. If CARDINAL HEALTH does not express its interest in negotiating Reorganization within such 10 day period, SUPPLIER shall have an exclusive right no further obligation to negotiate an exclusive, royalty-bearing license to such Product from CompanyReorganization with CARDINAL HEALTH. If Amgen within such 10 day period, CARDINAL HEALTH notifies SUPPLIER in writing that it is interested in negotiating Reorganization with SUPPLIER, then SUPPLIER and CARDINAL HEALTH agree that they will discuss a potential Reorganization between the two parties for up to 10 days thereafter. Notwithstanding the foregoing, nothing herein shall prohibit or impair SUPPLIER'S right or ability to negotiate Reorganization during such 20 day period with any third-party. SUPPLIER shall have absolutely no obligation to enter into Reorganization with CARDINAL HEALTH and shall have no constraints nor need any approvals from CARDINAL HEALTH to enter into or to consummate Reorganization after such 10 day or 20 day period, as the case may be. Notwithstanding any provisions to the contrary herein, nothing in this Section shall (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt prohibit SUPPLIER or its affiliates from taking any course of the Negotiation Noticeaction that it or he reasonably believes, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree based on the terms advice of an Out-License for such Product legal counsel, is necessary to Amgen within the Exclusivity Periodcomply with its or his fiduciary obligations to SUPPLIER or its stockholders under applicable laws, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) obligate SUPPLIER or its affiliates to take any course of action that it or he reasonably believes, based on the advice of legal counsel, would constitute a response breach of its or his fiduciary obligations to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill SUPPLIER or its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transactionstockholders under applicable laws. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense Provided that Tenant is not then in default in the performance of any of its obligations under this Lease (an “Out-License”beyond any applicable cure period) to a Third Party for development and/or commercialization of AMG 777 (or, and subject to the extent Company has de-prioritized AMG 777terms and conditions set forth herein, Landlord grants to Tenant the backup Product thereto for following right of first negotiation ("Right of First Negotiation") with respect to any space contained in the Building ("Expansion Space") which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary becomes available during the original Term. This Right of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree First Negotiation shall be initially for worldwide rightssubject to any extension or renewal which may occur in connection with the then existing tenant of such Expansion Space. When Expansion Space becomes available, Tenant shall have fifteen (15) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of following its receipt of the Transaction Notice (a “Negotiation Notice”)Landlord's notice that such space is available to respond. Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking Tenant's failure to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as respond during such other information in Company’s possession that Amgen may reasonably request, which Summary period shall be deemed to be Confidential Information Tenant's election to pass on the available Expansion Space. In the event Landlord receives written notice from Tenant during such period of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (Tenant's interest in the “Exclusivity Period”)available space, Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen then Landlord (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt rental rates of similar projects in the geographic area of the Negotiation NoticeProject (including the rent, operating costs, and all other monetary payments that Landlord could obtain for the Expansion Space from a third party desiring to lease such space, the services provided under the terms of the Lease, the obligation, or lack thereof, to pay tenant improvement costs and leasing commissions in connection with such renewal and all other monetary payments then being obtained for new leases of space comparable to such space), and (ii) does not deliver to Company a written proposal it should be assumed that the Expansion Space will be used for the terms of an Out-License to Amgen during highest and best use allowed under the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Lease. The Right of First Negotiation) with respect Negotiation described herein is personal to such Product. If Amgen Tenant and Company do may not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Periodbe exercised or assigned, Company shall be free to negotiate an Out-License for such Product with any Third Partyvoluntarily or involuntarily, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company by or to a Third Party distributor selling finished Product purchased from Companyany person or entity other than Tenant, without Landlord's prior written consent, which Landlord may withhold in its sole and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedabsolute discretion. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks to grant (a) During the ROFN Period, if Seller or any of its Affiliates is considering initiating a sublicense Divestiture Transaction, Seller shall promptly (an “Out-License”and before Seller or any of its Affiliates or its or their respective Representatives has (w) directly or indirectly engaged in any negotiations relating to a Divestiture Transaction with a Third Party for development and/or commercialization of AMG 777 Party, (orx) knowingly solicited, initiated or proposed to engage in any such negotiations, (y) entered into or participated into any negotiations to enter into, or which negotiations could reasonably be expected to lead to, any Divestiture Transaction with a Third Party, or (z) otherwise consummated any Divestiture Transaction with a Third Party) so notify Buyer, which notice shall describe the extent Company has de-prioritized AMG 777assets, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing rights and provide a non-confidential summary of the Product properties that is are the subject of the proposed sublicenseDivestiture Transaction (such notice, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction ROFN Notice”). Buyer shall have [***] Business Days from its receipt of such notice to determine whether it will exercise its right of first negotiation set forth in this Section 5.6(a), by providing written notice of such exercise to Seller within such [***]Business Day period. After exercise of such right of first negotiation, Seller shall negotiate exclusively with Buyer with respect to any such Divestiture Transaction. If Amgen desires Seller and Buyer (or their respective Affiliates) do not enter into a definitive agreement relating to evaluate such Out-License, then Amgen shall notify Company within the applicable Divestiture Transaction pursuant to Section 5.6(a) on or prior to the date that is [***] days of its receipt of after the Transaction Notice date such notice is given by Buyer (a the “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “SummaryPeriod”), including existing material clinical then Seller, its Affiliates and preclinical dataits and their respective Representatives shall be permitted to engage in negotiations with a Third Party with respect to, and consummate, a Divestiture Transaction that is (i) substantially similar, with respect to structure and the assets, rights and properties that are the subject of such Divestiture Transaction, to the proposed Divestiture Transaction described in the ROFN Notice or to any other proposed Divestiture Transaction as to which Buyer and Seller (and their respective Affiliates and Representatives) had bona fide active discussions during the Negotiation Period (which discussions included pricing terms) and (ii) otherwise on terms more favorable in the aggregate to Seller or its applicable Affiliate, as well applicable, than those last offered by Buyer (or its applicable Affiliates, or their respective Representatives) during the Negotiation Period, as such other information applicable, as determined in Company’s possession that Amgen may reasonably requestgood faith by the board of directors of Seller after consulting with its outside legal counsel and financial advisors. Notwithstanding the foregoing, which Summary nothing in this Section 5.6(a) shall be deemed to be Confidential Information prohibit Seller or any of Company under this Agreement. For [*] following Amgen’s receipt of its Affiliates from entering into a Summary (Divestiture Transaction that does not satisfy the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen condition set forth in the foregoing clause (i) does not deliver with such Third Party (an “Alternative ROFN Transaction”) if such Alternative ROFN Transaction was proposed by such Third Party during the course of negotiations after Seller, any of its Affiliates and/or their respective Representatives had proposed in good faith to such Third Party a Negotiation Notice Divestiture Transaction that satisfied the conditions set forth in the foregoing clauses (i) and (ii); provided that, prior to Company within the applicable [*] period after receipt consummating such Alternative ROFN Transaction or entering into any exclusivity arrangements or other definitive agreements with such Third Party in respect of such Alternative ROFN Transaction, Seller shall have provided reasonable advance notice to Buyer of the Negotiation Notice, proposed Alternative ROFN Transaction (ii) does which shall not deliver to Company a written proposal for the terms be less than 15 Business Days before Seller or any of an Out-License to Amgen during the Exclusivity Period, its Affiliates enter into any binding Contract or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) arrangement with respect to such Product. Alternative ROFN Transaction), which notice shall describe the material terms and conditions thereof as existing at such time as such notice is provided to Buyer, and Seller shall have provided Buyer the right to participate, on a non-exclusive basis, in good faith negotiations with Seller, its Affiliates and its and their respective Representatives regarding such Alternative ROFN Transaction. (b) If Amgen and Company Seller or its applicable Affiliates do not mutually agree on the terms of consummate a Divestiture Transaction or an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product Alternative ROFN Transaction with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Companyin accordance with Section 5.6(a) within a period of [***] days after the end of the Negotiation Period and the ROFN Period has not then ended, each of Seller, its Affiliates and this Section 2.3 (Right of First Negotiation) its and their respective Representatives shall not restrict Company in immediately cease and cause to be terminated any manner and all existing negotiations with respect to any Divestiture Transaction, and refrain from entering into any further such negotiations or consummating any Divestiture Transactions with a sublicense. [*] = Certain confidential information contained Third Party unless Seller, its Affiliates and its and their respective Representatives first comply in full with each provision of this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedSection 5.6. 2.3.2 If Company’s board (c) The Parties agree that this Section 5.6 expresses the Parties’ interests in commencing discussions regarding a Divestiture Transaction and is not intended to, and does not, create any legally binding obligation on either Party (or any of directors approves the initiation their respective Affiliates) to agree in principle or enter into a definitive agreement with respect to, or to consummate, a Divestiture Transaction (or any part thereof). (d) Seller understands that a breach of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-Licensethis Section 5.6 by Seller may cause Buyer irreparable harm which may not be adequately compensated by money damages. Accordingly, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion event of an Initial Public Offering (as defined in the investor rights agreement to be entered into existing breach or threatened breach by the Parties) or a sale Seller of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right 5.6, Buyer will be entitled to injunctive or other equitable relief to enforce the provisions hereof, without any requirement to post a bond or other security, in addition to such other remedies to which Buyer may be entitled, including the recovery of First Negotiation) shall terminatemoney damages.

Right of First Negotiation. 2.3.1 If Company seeks Seller hereby grants to grant Buyer a sublicense first right to negotiate ("First Right of Negotiation") an “Out-License”) agreement to a Third Party for development manufacture, license, distribute and/or commercialization of AMG 777 sell (orcollectively, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking "Commercialize") any product or service developed by Seller related to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary cataract surgery outside of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License Field (a “Transaction Notice”"New Product"). If Amgen desires at anytime following Closing, Seller intends to evaluate such Out-LicenseCommercialize any New Product, then Amgen Seller shall notify Company within [*] days first give written notice ("Negotiation Notice") to Buyer of its receipt intention. Buyer will have a period of ninety (90) days following the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation NoticeNotice to conduct a due diligence investigation relating to any such New Product and to notify Seller in writing of Buyer's election to exercise its First Right of Negotiation ("Notice of Election"). Upon timely delivery of the Notice of Election by Buyer, the parties shall, for a period of not less than ninety (ii90) does not deliver to Company a written proposal for days (the "Negotiation Period") negotiate in good faith the terms and conditions of a definitive agreement, which agreement shall contain terms and conditions generally contained in agreements of such type. If the parties are unable to reach an Out-License to Amgen agreement and execute such definitive agreement during the Exclusivity Negotiation Period, or Seller may negotiate and execute an agreement with any third party to Commercialize such New Product; provided, however, that for a period of twelve (iii12) declines months following the expiration of the Negotiation Period, Seller shall not (except with the prior written consent of Buyer) enter into an agreement to Commercialize such New Product on more favorable terms and conditions than those last offered in writing to Seller by Buyer during the Out-License after review Negotiation Period. In the event that Seller fails to enter into an agreement with a third party to Commercialize such New Product within a period of twelve (12) months following the expiration of the SummaryNegotiation Period, then Amgen Seller shall be deemed required to have waived its rights under this Section 2.3 (offer Buyer another First Right of First Negotiation) Negotiation with respect to such Product. If Amgen thereto, and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company foregoing process shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedrepeated. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks (a) During the Term, Licensee will have an exclusive right of first negotiation to grant a sublicense purchase or license, on an exclusive and worldwide basis, the ROFN Product from Nogra or its Affiliates. Nogra promptly will notify Licensee in writing (an the “Out-LicenseNogra ROFN Notice”) if Nogra or any of its Affiliates makes a bona fide decision to sell, license or otherwise transfer or grant any rights to any Third Party in all or any portion of the ROFN Product, or receives a bona fide offer from a Third Party (the “Third Party Offer”) for development and/or commercialization the sale, license or other transfer or grant of AMG 777 (orany rights in all or any portion of the ROFN Product. Together with such notice, Nogra will provide to Licensee all material information in Nogra’s or its Affiliates’ control relating to the extent Company has de-prioritized AMG 777, ROFN Product (including all information provided to any Third Parties relating to the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (DiligenceROFN Product)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary . Licensee will have [***] from the date of the Product that is Nogra ROFN Notice to deliver a written notice to Nogra of Licensee’s desire to engage in negotiations for the subject purchase or license of the proposed sublicenseROFN Product and all intellectual property rights, as well as data, materials and other assets relating thereto (the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction NoticeROFN Product Assets”). If Amgen desires Licensee does not provide such written notice to evaluate Nogra within such Out-License, then Amgen shall notify Company within [***] days of its receipt of period, it will be deemed that Licensee has declined to enter into such negotiations. If Licensee does provide written notice to Nogra within such [***] period indicating Licensee wishes to engage in such negotiations (the Transaction Notice (a “Negotiation Licensee ROFN Notice”). Promptly , the Parties will negotiate in good faith on an exclusive basis, for at least sixty (60) days after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License Licensee ROFN Notice (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary unless otherwise agreed by the Parties) (the “Exclusivity ROFN Negotiation Period”), Amgen shall have ) an agreement for the purchase or exclusive right to negotiate an exclusive, royalty-bearing license to such of the ROFN Product from CompanyAssets by Licensee. If Amgen (i) does not deliver In the event that a Negotiation Notice to Company within mutually acceptable agreement for the purchase or license of the applicable [*] period after receipt ROFN Product Assets has not been entered into between the Parties prior to the expiration of the ROFN Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, Nogra or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall Affiliates will be free to negotiate an Out-License for such Product agreement (if any) with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization Party for the purpose purchase or license of manufacturing or developing Products for Company or to such ROFN Product Assets, provided that Nogra and its Affiliates will not enter into any agreement with a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction ROFN Product Assets that includes an upfront purchase price or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, upfront license payment that is less than or equal to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 upfront purchase price or upfront license payment (Diligence)), then Company shall notify Amgen inclusive of amounts placed into an escrow account concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic such upfront purchase price payment or facsimile transmission shall qualify as such written noticelicense payment) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.last offered

Right of First Negotiation. 2.3.1 If Company In the event Cardiokine at any time seeks or determines to grant enter into a sublicense marketing partnership, co-promotion or other equivalent or similar arrangement (an a “Out-LicenseMarketing Partnership”) for a Licensed Product within the Territory, Cardiokine shall provide Wyeth with written notice thereof (the “Initial Notice”) and comply with this Section 6.1 prior to a negotiating with any Third Party for development and/or commercialization such Marketing Partnership. Cardiokine shall also provide to Wyeth, together with such written notice, an electronic copy of AMG 777 (or, the ND A submitted to the extent Company FDA for such Licensed Product (if one has de-prioritized AMG 777, been submitted at the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary time of the Product that is the subject of the proposed sublicense, such Initial Notice) as well as the intended scope (which the Parties agree shall be initially market studies and reports and other similar or related information and data in respect of such Licensed Product in Cardiokine’s or its Affiliates’ possession or control in order for worldwide rights) of the Out-License (Wyeth to determine its interest in entering into a “Transaction Notice”)Marketing Partnership with Cardiokine. If Amgen desires All such information provided to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary Wyeth hereunder shall be deemed to be Confidential Information of Company under this AgreementCardiokine. For Wyeth shall have [*] following Amgen’s ####]from the date of its receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive Initial Notice to give Cardiokine written notice that it is exercising its right to negotiate with Cardiokine regarding a Marketing Partnership (such notice being an exclusive, royalty-bearing license to such Product from Company“Exercise Notice”). If Amgen Wyeth gives Cardiokine an Exercise Notice within the foregoing [####] period, then during the period beginning on the date of the Exercise Notice and ending on the date that is [####] after the date of the Exercise Notice, the Parties shall promptly and diligently negotiate, on an exclusive basis and in good faith, to enter into a Marketing Partnership for such Licensed Product on commercially reasonable terms. If (i) does not deliver a Negotiation Wyeth fails to give an Exercise Notice to Company within the applicable foregoing [*] ####]day period after receipt of the Negotiation Notice, or (ii) does not deliver if the Parties are unable, within the foregoing [####]period, to Company enter into a written proposal for term sheet or letter of intent setting forth the principal terms of an Out-License the Marketing Partnership to Amgen during the Exclusivity Periodbe entered into, or (iii) declines in writing if the Out-License after review Parties are unable to enter into a definitive agreement setting forth all the terms and conditions of the SummaryMarketing Partnership within [####]after entering into said term sheet or letter of intent, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company Cardiokine shall be free to negotiate and enter into an Out-License agreement for a Marketing Partnership for such Licensed Product (the “Marketing Partnership Agreement”) with any Third Party, subject to ; provided that the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately Marketing Partnership Agreement with the Securities Third Party, taken as a whole, may not be less favorable to Cardiokine than those last offered to Wyeth or proposed by Wyeth; and Exchange Commission pursuant provided, further, that the Marketing Partnership Agreement must comply with the terms and conditions of this Agreement. The provisions applicable to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights Cardiokine under this Section 2.3 (Right Article 6 shall also apply to any Affiliate of First Negotiation) shall terminateCardiokine to which Cardiokine has granted or otherwise extended its rights hereunder.

Right of First Negotiation. 2.3.1 If Company seeks to grant For a sublicense period of [***] from the Effective Date, if Anacor completes a Phase II Study on a product that contains a compound having the same mechanism of action as the Licensed Compound (an “Out-License”other than the Licensed Product) to a Third Party for development and/or commercialization of AMG 777 claimed by Anacor Background Patents in the Lead Indication (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)"Competing Product"), then Company Anacor shall notify Amgen in advance in writing grant to Licensee a right of first negotiation to Develop, Manufacture and provide a non-confidential summary of the Commercialize such Competing Product that is the subject of the proposed sublicense, as well at such time as the intended scope Phase II Data Set (which as defined below) is completed. Anacor shall provide the Parties agree Phase II Data Set to Licensee for its review and consideration. Licensee shall be initially for worldwide rightsprovide written notice to Anacor within sixty (60) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice Phase II Data Set of its decision either to enter into negotiations with Anacor for such Competing Product or to forego such negotiations. If Licensee elects to enter into such negotiations, then the Parties will negotiate regarding such license for a period of up to ninety (a “Negotiation Notice”)90) days, such period of time may be extended if agreed by the Parties. Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary Following the earlier of the Product Company is seeking to Out-License expiration of such ninety (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession 90) day period (or any agreed upon extended period) or the date Licensee notifies Anacor that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) it does not deliver a Negotiation Notice wish to Company within the applicable [*] period after receipt of the Negotiation Noticeproceed with such negotiations, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company Anacor shall be free to negotiate an Out-License for such Product with any Third Party, subject Parties and shall have no further obligations to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and Licensee under this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner 2.8 with respect to such that Competing Product. For purposes of this Section 2.8, "Phase II Data Set" means a sublicensepackage of preclinical and clinical data related to the Competing Product generated by or on behalf of Anacor, including without limitation, as available, the data and results of all phase I clinical studies, Phase II Studies, and all available toxicology and pharmacokinetic data. [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedTHE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company In the event Purchaser or any of its Affiliates develops a Covered Product in the field of osteoarthritis and seeks to grant enter into a sublicense (an “Out-License”) to commercialization partnership with a Third Party for development and/or with respect to such Covered Product, then, prior to entering into any negotiations with respect to such partnership with a Third Party, Purchaser shall give written notice to Seller of its desire to enter into a commercialization partnership relationship (the “Notice”) and offer to Seller the right of AMG 777 (or, first negotiation with respect to the extent Company has de-prioritized AMG 777, commercialization rights for such Covered Product (the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary “Right of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction NoticeFirst Negotiation”). If Amgen desires In the event that Seller elects to evaluate such Out-Licenseexercise its Right of First Negotiation, then Amgen Seller shall notify Company within [*] have thirty (30) days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Assessment Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation NoticeNotice to so notify Purchaser in writing. Upon receipt of Seller’s notification, Seller and Purchaser will negotiate in good faith and may enter into an agreement with respect to the commercialization rights for such Covered Product (iithe “Commercialization Agreement”) does not deliver to Company a written proposal for if the Parties reach agreement on the terms of an Out-License to Amgen during the Exclusivity Period, or such Commercialization Agreement within sixty (iii60) declines in writing the Out-License after review days of the Summary, then Amgen shall be deemed to have waived Notice (the “Negotiation Period”). In the event that Seller exercises its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen , but Seller and Company Purchaser do not mutually agree on the terms of an Out-License for such Product to Amgen enter into a definitive Commercialization Agreement within the Exclusivity Negotiation Period, Company or Seller does not exercise its Right of First Negotiation during the Assessment Period, Purchaser shall be free to negotiate an Out-License for such Product enter into any commercialization agreement with any Third Party, subject Party with respect to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include applicable Covered Product at any time thereafter with no obligation or other liability to Seller with respect to the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) Negotiation for this Agreement; provided, however, that the material financial terms of any such commercialization agreement with such Third Party may not be substantially less favorable in the aggregate than the terms offered to Purchaser by Seller, if any. For the purposes of this Section 6.12, Seller shall mean Seller and its Affiliates, including Stryker. For the avoidance of doubt, Seller shall not restrict Company in any manner be prohibited from continuing to pursue a Commercialization Agreement with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill Purchaser even if Seller initially does not exercise its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminateNegotiation or fails to enter into a definitive Commercialization Agreement with Purchaser during the Negotiation Period.

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (an “Out-License”A) to a Third Party for development and/or commercialization of AMG 777 (or, to During the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within period ending [*] days of its receipt of from the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation NoticeFirst Shipment Date, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For or [*] following Amgen’s receipt of a Summary from the Effective Date, whichever comes first (the “Exclusivity "Negotiation Period”"), Amgen ABBOTT shall have an exclusive the right of first negotiation for rights to negotiate an exclusive, royaltypractice the Licensed Patents and Know-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable How for development and commercialization of those Analytes in conjunction with Licensed Patents and [*] period after receipt to which SPECTRx has rights with the right to sublicense, and which ABBOTT has identified as of the Negotiation Noticeinterest to ABBOTT, (ii) does not deliver whether SPECTRx has agreed to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree their placement on the terms Analytes List or not. Abboxx'x xxxht of an Out-License first negotiation for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain is not limited to those for which Abbott has existing rights for [*] technology. To [*] Confidential treatment requested pursuant to a request for confidential information contained in this document, marked by brackets, has been omitted and treatment filed separately with the Securities and Exchange Commission Commission. Omitted portions have been filed separately with the Commission. commence such negotiation, during the Negotiation Period, ABBOTT shall deliver written notice ("ABBOTT Notice") to SPECTRx indicating on which such Analyte or [*] it desires a license and/or a collaboration agreement from SPECTRx. ABBOTT may only deliver one ABBOTT Notice per Analyte or [*]. (B) During the Negotiation Period, if SPECTRx desires to grant a license for or collaborate on a particular Analyte or [*] and such Analyte has been identified as of interest to ABBOTT, SPECTRx shall deliver written notification of such intent or a proposal ("SPECTRx Notice") to ABBOTT. The SPECTRx Notice shall be delivered to ABBOTT prior to SPECTRx engaging in discussions with any Third Party concerning such Analyte or [*] during the Negotiation Period; provided, that SPECTRx may acknowledge to any such Third Party that ABBOXX xxx a right of first negotiation with regard to such Analyte or [*] and describe the relevant terms of such right. (C) ABBOXX xxxll have [*] after receipt of the SPECTRx Notice to provide a written response indicating whether ABBOXX xx interested or not in such Analyte or [*]; provided, however, that ABBOXX xxxll not be required to evaluate any Analyte or [*] until at least [*] from the Effective Date and then ABBOXX xxxll not be required to evaluate more than [*] Analytes or [*] at the same time. Notwithstanding the allotted [*] time period, at any time upon receipt of SPECTRx Notice hereunder, if ABBOXX xxx no interest, it will promptly so notify SPECTRx. (D) At the time that the SPECTRx Notice is delivered to ABBOXX xx within fifteen (15) days of receipt of the ABBOXX Xxxice by SPECTRx, SPECTRx shall provide to ABBOXX x xull report on the current status of its research and development activities on such Analyte or [*]. At any time within sixty (60) days after receipt of such report, ABBOXX xxx send to SPECTRx an initial proposal containing proposed financial and other material terms for a license [*] Confidential treatment requested pursuant to Rule 406 a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. and/or collaboration agreement for the development and commercialization of such Analyte or [*] (the "Initial Proposal"). If ABBOXX xxxs not send an Initial Proposal within such period of time or any extended time period agreed to by the parties, then upon written notice from SPECTRx, ABBOXX'x xxxht of first negotiation with regard to such Analyte or [*] shall cease. (E) If ABBOXX xxxds an Initial Proposal to SPECTRx, SPECTRx and ABBOXX xxxll promptly enter into good faith negotiations towards a license and/or collaboration agreement upon mutually agreed terms and conditions. Subject to SPECTRx making all reasonable efforts to meet and negotiate with ABBOXX xx a timely basis and in good faith, if SPECTRx and ABBOXX xxxl to reach mutual agreement on a term sheet covering the material terms and conditions of a license and/or collaboration agreement within [*] from the receipt of the Securities Act Initial Proposal by SPECTRx (or such extended time as agreed by the parties) then upon written notice from SPECTRx, all negotiations shall cease and ABBOXX xxxll have no further right of 1933, as amendedfirst negotiation with regard to such Analyte or [*]. 2.3.2 If Company’s board (F) Notwithstanding the other provisions of directors approves this Section 5.2, if a [*] as agreed by the initiation parties prior to [*], which utilizes technology licensed to ABBOXX xxxer this Agreement and [*] of a process for Altea Technologies, Inc. (i"ALTEA") a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto parties agree to work together to develop and commercialize such system upon mutually agreed development and commercial terms which are reasonable. (G) If, for which Company is actively seeking any reason, ABBOXX'x xxxhts under this Article 5 shall expire or terminate as to fulfill its diligence obligation hereunder any particular Analyte, then such rights shall also terminate simultaneously for the related [*]. [*] Confidential treatment requested pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently a request for confidential treatment filed with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) the Securities and provide Exchange Commission. Omitted portions have been filed separately with the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale TransactionCommission. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks 15.1 The Parties acknowledge their mutual desire to grant explore a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 777 (orbroader collaboration whereby Salix would develop and market Fxxx Additional Products in the Territory and Fxxx would market Salix Additional Products in the Fxxx Territory. Therefore, in addition to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking exclusive rights granted to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen Salix in advance in writing and provide a non-confidential summary respect of the Product that is under Clause 2, in respect of Additional Products developed or identified during the subject period of [*] years from the Effective Date; 15.1.1 Fxxx hereby grants to Salix a right of first negotiation with respect to rights to develop and exploit in the Territory Fxxx Additional Products; and 15.1.2 Salix hereby grants to Fxxx a right of first negotiation with respect to rights to develop and exploit in the Fxxx Territory Salix Additional Products. 15.2 The Party having developed such Additional Product on or before the [*] anniversary of the proposed sublicense, as well as Effective Date (the intended scope “Offeror”) shall provide written notification to the other Party (which the Parties agree shall be initially for worldwide rights“Offeree”) of the Out-License opportunity in respect of the Additional Product (a such notice, an “Transaction Additional Product Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt together with a description in reasonable detail of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical Additional Product(s) and preclinical data, as well as such other information in Company’s possession that Amgen as may reasonably request, which Summary shall be deemed required to be Confidential Information of Company under this Agreementenable the Offeree to assess the Additional Product opportunity. For Upon request by the Offeree within [* (*)] following Amgen’s days after receipt of a Summary such Product Notice (the date of such receipt the “Exclusivity Notice Date” and such period the “Notice Period”), Amgen the Parties shall have negotiate in good faith towards an agreement granting to the Offeree exclusive right to negotiate an exclusive, royalty-bearing license to such rights in respect of the Additional Product from Companyin either the Territory or the Fxxx Territory (as applicable). If Amgen (i) does the Offeree chooses not deliver a Negotiation to request such negotiations, it shall so notify the Offeror promptly during the Notice to Company Period if the Offeree makes no communication within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Notice Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen it shall be deemed to have waived its not effected a request. If notwithstanding good faith negotiations the Parties do not enter into a definitive agreement within [* (*)] days of the Notice Date (the “Negotiation Period”), the Offeror may proceed to grant rights under this Section 2.3 (Right of First Negotiation) or licenses to Third Parties with respect to such Product. If Amgen and Company do not mutually agree on all or a part of the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject Additional Product(s) opportunity offered to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License Offeree provided that the Offeror shall not include enter into a transaction in respect of the grant of a sublicense Additional Product(s) opportunity proposed by the Offeror to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to Offeree with a Third Party distributor selling finished Product purchased from Companyon terms which, assessed as a whole, are materially less favourable to the Offeror than those proposed by the Offeree in the course of the good faith negotiations. 15.3 The only obligations of Fxxx and Salix under this Clause 15 are as expressly stated therein, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, there are no further implied obligations relating to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transactionmatters contemplated therein. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks SIBIA hereby grants Lilly a right of first negotiation to grant enter into an exclusive license arrangement with SIBIA with respect to each Pre-Existing Compound ("Right of First Negotiation") whereby SIBIA agrees that it will neither negotiate nor enter into an arrangement involving a particular Pre-Existing Compound in which SIBIA would license/sublicense (an “Outor otherwise commercialize such Pre-License”) to Existing Compounds and/or products derived therefrom with a Third Party for development and/or commercialization of AMG 777 (or, the "Third Party Commercialization Arrangement") prior to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary expiration of the Product Lilly Negotiation Period (defined below). To ensure that is the subject Lilly has adequate time to consider whether it should exercise its Right of First Negotiation with respect to a particular Pre-Existing Compound, SIBIA hereby agrees that prior to negotiating or entering into any Third Party Commercialization Arrangement regarding a particular Pre-Existing Compound, SIBIA shall provide Lilly with written notification of its intent to enter into such an arrangement including, without limitation a summary report of all relevant information that would be reasonably useful to a potential licensee of the proposed sublicense, Pre-Existing Compound at issue so as well as to assess the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”)business opportunity at issue. If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its Upon receipt of the Transaction Notice such notice, Lilly shall have forty-five (a “45) days to provide SIBIA with written notification exercising its Right of First Negotiation. Lilly's Right of First Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (Section 5.7(a) shall expire and have no legal effect with respect to the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royaltyparticular Pre-bearing license to such Product from Company. If Amgen Existing Compound at issue in the event that: (i) Lilly does not deliver a provide SIBIA with its written notice to exercise its Right of First Negotiation Notice to Company within the applicable [*] prescribed forty-five (45) day period after receipt of the Negotiation Notice, as described above; (ii) does not deliver to Company a SIBIA and Lilly enter into mutually acceptable written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, agreement regarding such matter; or (iii) declines the lapse of ninety (90) days or such other term as is mutually agreed upon in writing by the Out-License after review of Parties from the Summary, then Amgen shall be deemed to have waived date upon which SIBIA receives written notice from Lilly exercising its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on Negotiation (collectively, the terms of an Out-License for such Product to Amgen within the Exclusivity "Lilly Negotiation Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2"). For clarityavoidance of any doubt, an Out-License shall this Section 5.7(a) merely obligates SIBIA to abide by the notice provisions set forth herein and not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to enter into a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 Commercialization Arrangement until such time that the Lilly Negotiation Period has expired (Right of First Negotiationit is understood that the ultimate decision regarding the appropriate party to sublicense rights related to Pre-Existing Compound(s) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedbe completely within SIBIA's sole discretion). 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks (i) Subject to grant the limitations and conditions herein, following receipt of a sublicense (an “Out-License”Negotiation Election, Purchaser hereby grants to Seller a right of first negotiation on the terms set forth in this Section 1.8(c) with respect to a Third Party for development and/or commercialization license to or assignment of AMG 777 (orPurchaser’s right, title and interest in and to the following assets, to the extent Company has de-prioritized AMG 777reasonably necessary or desirable to further any research relating to, or the development of, the backup Assigned Assets by Assignee following an Assignment Transaction, and all associated liabilities: (A) all previously granted regulatory approvals, to the extent exclusively possessed by Purchaser or its Subsidiaries, that are solely related to and useful only in connection with the Assigned Assets or any Product; (B) any other Intellectual Property Rights derived from or related to the Assigned Assets then exclusively owned by Purchaser or its Subsidiaries that are solely related to and useful only in connection with the Assigned Assets or any Product; (C) any in-bound license agreement that is solely related to and useful only in connection with the Assigned Assets or any Product; and (D) any modified cell lines, including any master cell bank and any working cell banks, generated by Purchaser or its Subsidiaries in the course of any research or development activities relating to any Product thereto for which Company is actively seeking that are solely related to fulfill its diligence obligation hereunder and useful only in connection with the Assigned Assets or any Product. To the extent not transferred or assigned pursuant to Section 5.2 (Diligence)1.8(b), then Company such assets, collectively, are referred to herein as the “Program Assets”. Purchaser and Seller shall notify Amgen negotiate in advance in writing good faith a term sheet setting forth the terms and provide conditions of a non-confidential summary license to or assignment of the Product that is Program Assets (the subject “Program License”), including the structure and economics thereof, for a period of three (3) months from Purchaser’s receipt of notice of exercise of the proposed sublicense, as well as Negotiation Election (the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction NoticeNegotiation Period”). If Amgen desires Purchaser and Seller enter into a term sheet with respect to evaluate such Out-the Program License on mutually acceptable terms within the Negotiation Period, the Negotiation Period shall be automatically extended for an additional three (3) months, during which period Purchaser and Seller shall negotiate in good faith the definitive documentation for the Program License, . If the Program License is not entered into within the Negotiation Period then Amgen Purchaser shall notify Company within [*] days of its receipt have no further obligations pursuant to this Section 1.8(c) and this Section 1.8(c) shall terminate (x) at the end of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation NoticePeriod, Company shall provide Amgen with a confidential summary of if Purchaser has not breached, in any material respect, the Product Company is seeking to Out-License (a “Summary”covenants set forth in this Section 1.8(c), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information or (y) on the earlier of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (A) the “Exclusivity Period”), Amgen date Purchaser shall have an exclusive right to negotiate an exclusive, royalty-bearing license to cured any such Product from Company. If Amgen breach and (iB) does not deliver a Negotiation Notice to Company within the applicable [*] period twentieth (20th) Business Day after receipt of written notice of breach from Seller. To assert any breach contemplated hereby, Seller must provide written notice to Purchaser promptly following the occurrence thereof and in any event prior to the end of the Negotiation NoticePeriod. To the extent that the Program Assets include any in-bound license agreement under Section 1.8(c)(i)(C), (ii1) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights Purchaser’s obligations under this Section 2.3 (Right of First Negotiation1.8(c)(i) with respect to such Product. If Amgen license agreement shall be satisfied by introducing Seller to the licensor and Company do not mutually agree reasonably cooperating with Seller to effect an assignment of such license agreement or termination of such agreement to permit Assignee to enter into a direct license agreement with the licensor and (2) any out-of-pocket costs, expenses or incremental Liabilities, including any termination or other fees, incurred by Purchaser or its Subsidiaries in connection with actions under this Section 1.8(c)(i) with respect to such license agreement shall be at the expense of Seller (on behalf of Assignee); provided, however, that such expenses borne by Seller shall specifically exclude the first $5,000 of out-of-pocket legal fees and disbursements incurred by Purchaser or its Subsidiaries with respect to each such license. (ii) During the Negotiation Period, Purchaser and Seller shall also discuss the terms and conditions of an Outa non-License for such Product exclusive license to Amgen within the Exclusivity PeriodPurchaser’s right, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject title and interest in and to the terms following assets, to the extent necessary or appropriate to further the development of Section 2.2 the Assigned Assets by Assignee following an Assignment Transaction, and all associated liabilities: (SublicensesA) any regulatory applications or approvals possessed by Purchaser that are related to the Assigned Assets or any Product, but that also are or may be useful for Purchaser activities other than the Products; (B) any other Intellectual Property Rights developed by Purchaser or its Subsidiaries that are derived from and Section 2.3.2. For clarityrelated to the Assigned Assets or any Product, an Out-License shall not include but that also are or may be useful for Purchaser activities other than the grant Products; (C) any data then exclusively owned by Purchaser or its Subsidiaries arising directly out of a sublicense any clinical trial conducted with respect to a contract manufacturer Product that also is or may be useful for Purchaser activities other than the Products; and (D) any modified cell lines, including any master cell bank and any working cell banks, generated by Purchaser or its Subsidiaries in the course of any research or development activities relating to any Product that also are or may be useful for Purchaser activities other than the Products. Such assets are collectively referred to herein as the “Additional Assets”. (iii) Notwithstanding the foregoing, (A) neither the Program Assets nor the Additional Assets shall include any assets of any acquirer, Affiliate (other than a contract research organization wholly-owned Subsidiary of Purchaser) or parent entity of Purchaser; provided, that such assets were not transferred to such entity by Assignor solely for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Companyavoiding its obligations hereunder, and this Section 2.3 (Right of First NegotiationB) shall not restrict Company in any manner with respect the parties acknowledge and agree that, subject to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately compliance with the Securities and Exchange Commission pursuant obligation to Rule 406 of negotiate in good faith set forth in Section 1.8(c)(i) above, neither Purchaser nor Seller has any obligation to license the Securities Act of 1933Program Assets or the Additional Assets, as amendedwhether at fair market value or otherwise. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense this Lease shall then be unassigned (an “Out-License”) except to a Third Party for development and/or commercialization subsidiary or affiliate of AMG 777 Lessee), in full force and effect and Lessee is not in default under any of the provisions of this Lease beyond the expiration of any applicable notice or grace period (orit being understood and agreed that the right granted to Lessee in this Section 37 is not assignable and that the same shall be deemed null and void upon any assignment or transfer of this Lease by Lessee to a party other than a subsidiary or affiliate of Lessee), Lessor agrees that at each time during the initial term of this Lease, but subject to the extent Company has decontinued occupancy thereof by initial tenants and any rights of first negotiation or expansion options granted to Hanger Orthopedic Group or USWEB Corporation as to any third (3rd) or fourth (4th) floor space, additional space on the third (3rd), fourth (4th) or fifth(5th) floors of the Building becomes available to Lessor for leasing to third parties, then Lessor shall give to Lessee written notice of such availability as soon as practicable but not more than twelve (12) months prior to the date of availability, accompanied by Lessor's opinion (acting reasonably and in good faith) as to the fair market rent for such available space, which shall be the fair market rent prevailing (taking into account then prevailing tenant concession packages including, without limitation, rental abatement (if any) and construction allowance (if any) on leases having a term most nearly equal to the remaining term of this Lease) for comparable space in comparable office buildings in the Bethesda-prioritized AMG 777Chevy Chase market area, but in no event less than the backup Product thereto Monthly Rent (expressed as an annual rental rate per square foot) then payable under this Lease. Lessee shall then have a period of fifteen (15) days in which to notify Lessor in writing of Lessee's election to lease such available space at said rental, time being of the essence; provided, however, that from and after the commencement of the seventh (7th) Lease Year, any such election by Lessee must be accompanied by written notice of Tenant's irrevocable election to extend the term of this Lease for which Company is actively seeking to fulfill its diligence obligation hereunder the First Renewal Term pursuant to Section 5.2 35 above. Should Lessee fail to notify Lessor in writing within the said fifteen (Diligence)15)-day period of Lessee's election to lease such available space (and, if so applicable, to so extend the term of this Lease), then Company shall notify Amgen in advance in writing and provide a non-confidential summary time being of the Product that is the subject essence, then Lessee's right to lease such available space shall thereupon terminate and be of the proposed sublicenseno force or effect, as well as the intended scope (which the Parties agree and Lessor shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires free to evaluate lease such Out-Licenseavailable space to any party upon any terms and conditions, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking subject to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its Lessee's rights under this Section 2.3 (Right of First Negotiation) herein with respect to such Productspace the next time it becomes available to Lessor for leasing to third parties. If Amgen Should Lessee notify Lessor in writing within the said fifteen (15)-day period of Lessee's election to lease such available space (and, if so applicable, to so extend the term of this Lease), and Company do not mutually if Lessor and Lessee shall fail to agree on the terms of an Out-License said fair market rent for such Product available space within thirty (30) days after Lessor's receipt of Lessee's written notification of its election to Amgen lease such available space, then such fair market rent (taking into account the said tenant concessions) shall be determined, within sixty (60) days after Lessor's receipt of Lessee's written notification of its election to lease such available space, as nearly as practicable in accordance with the "3-broker method" set forth in Section 35 above. Within ten (10) days after such determination of the fair market rent for the available space, Lessee shall have the right to rescind its exercise of its election to lease such available space by written notice to Lessor within the Exclusivity Periodsaid ten (10)-day period, Company time being of the essence. If Lessee fails to so rescind its exercise of its election to lease such available space, then Lessee's election shall be deemed irrevocable, and Lessor shall prepare, and Lessor and Lessee shall promptly execute and deliver, an addendum to this Lease amending the appropriate provisions hereof. If Lessee so rescinds its election to lease such available space, then Lessor shall be free to negotiate an Out-License for lease such Product with available space to any Third Party, subject to the party upon any terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedconditions. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company For a period of four (4) years after the Closing Date, if Seller, any of its Subsidiaries or any of Seller's other Affiliates develops or obtains any rights to any substance or formulation of any substance which, directly or indirectly, has any application for the treatment, prevention and/or diagnosis of any disease, disorder and/or condition of the eye, in humans or in animals (an "Ophthalmic Application") and the Seller subsequently seeks to grant license, sell or otherwise enter into any agreement, including without limitation, a sublicense joint development, commercialization or marketing agreement or other strategic partnership or relationship with any Unrelated Person (an “Out-License”each a "Strategic Transaction") to a Third Party for development and/or commercialization of AMG 777 (or, relating to the extent Company has de-prioritized AMG 777Ophthalmic Application of such substance or formulation of such substance, Seller shall promptly deliver written notice thereof to Buyer, which notice shall contain sufficient detail to enable Buyer to make an informed decision about whether it would be interested in negotiating with Buyer to obtain rights to such Ophthalmic Application (the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction "First Negotiation Notice”"). If Amgen desires to evaluate such Out-LicenseBuyer shall, then Amgen shall notify Company within [*] sixty (60) days of after its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a First Negotiation Notice, Company shall provide Amgen with a confidential summary of written notice to Seller that it desires to negotiate rights to the Product Company is seeking to Out-License Ophthalmic Application (a “Summary”"Buyer's Interest Notice"), including existing material clinical and preclinical dataSeller shall promptly commence negotiations with Buyer in good faith with respect to the licensing, as well as sale or other development, commercialization or marketing of such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary Ophthalmic Application (the “Exclusivity Period”"Good Faith Negotiations"). Seller shall not inform, Amgen shall have an exclusive right provide information to, or enter into any discussions or negotiations with any Person about such Ophthalmic Application at any time prior to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen the later of (i) does not deliver a Negotiation Seller's failure to receive Buyer's Interest Notice to Company within the applicable [*] period sixty (60) days after Buyer's receipt of the First Negotiation Notice, (ii) does not deliver to Company a written proposal for ninety (90) days after Seller's receipt of Buyer's Interest Notice if Seller shall promptly have commenced and continued the terms of an Out-License to Amgen during Good Faith Negotiations (the Exclusivity "90 Day Period"), or and (iii) declines in writing one hundred and twenty (120) days after Seller shall have commenced and continued the Out-License Good Faith Negotiations if Seller did not commence and continue the Good Faith Negotiations promptly after review Seller's receipt of Buyer's Interest Notice (the "120 Day Period"). If, at the end of the Summary90 Day Period or the 120 Day Period, then Amgen as applicable, Seller and Buyer shall not have entered into a definitive agreement with respect to the Ophthalmic Application, Seller shall have the right to inform, provide information to, or enter into any discussions or negotiations with any Person about one or more types of Strategic Transactions relating to such Ophthalmic Application, and there shall be deemed to have waived its no further rights under this Section 2.3 (Right of First Negotiation) first negotiation hereunder with respect to such Product. If Amgen and Company do Ophthalmic Application, even at later stages of development of such substance or the formulation of such substance; provided, however, Seller shall not mutually agree on disclose to any Person the terms or existence of any proposal which Seller and Buyer were discussing during the 90 Day Period or 120 Day Period, as applicable. Notwithstanding the foregoing, the right of first negotiation set forth herein shall not apply to any Ophthalmic Application of an Out-License for Affiliate of Seller that becomes an Affiliate by virtue of a transaction in which such Product to Amgen within the Exclusivity PeriodAffiliate obtains control over Seller (a "Parent Affiliate"), Company shall be free to negotiate an Out-License for such Product with any Third Party, subject except to the terms extent that (x) such Ophthalmic Application relates to any substance or formulation that was owned or licensed by Seller or its Subsidiaries or any other Affiliate of Section 2.2 Seller controlled by Seller prior to the acquisition of Seller by a Parent Affiliate and (Sublicensesy) and Section 2.3.2. For clarity, an Out-License shall Buyer was not include previously afforded the grant right of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner first negotiation with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedOphthalmic Application. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks Commencing on the Effective Date and expiring [***] days after the conclusion of the Collaboration Term (the “ROFN Term”), TScan shall notify Novartis of a decision by TScan’s Board of Directors to grant a sublicense (an “Out-License”) to seek a Third Party to exclusively license or similarly grant rights under Collaboration Technology to Develop or Commercialize products Directed to a Declined Program (excluding any offer for development and/or commercialization a Change of AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rightsControl) of the Out-License (a “Transaction ROFN Notice”). If Amgen desires TScan shall not commence discussions with a Third Party with respect to evaluate such Out-License, then Amgen shall notify Company within Program until [***] days of its receipt of after providing the Transaction corresponding ROFN Notice (the “ROFN Election Period”). Additionally, if, during the ROFN Election Period, Novartis provides TScan with a term sheet to exclusively license such Collaboration Technology to develop or commercialize Products Directed to such Declined Program (“Negotiation ROFN Election Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company then TScan shall provide Amgen not enter into an agreement with a confidential summary of the Product Company is seeking respect to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For Collaboration Technology until [***] following Amgen’s receipt of a Summary days after providing the corresponding ROFN Notice (the “Exclusivity ROFN Negotiation Period”), Amgen shall have an exclusive right to during which period Novartis may negotiate an exclusive, royalty-bearing license agreement for TScan to grant Novartis such rights to such Product from CompanyCollaboration Technology. If Amgen (i) does not deliver On a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation NoticeProgram-by-Program basis, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company TScan shall be free to negotiate an Out-License Develop and Commercialize Collaboration Technology associated with such Declined Program, alone or with Third Parties without regard to this Section 3.4, after the earlier of: (a) the expiration of the ROFN Election Period for such Product with any Third Partywithout ROFN Election Notice; (b) the expiration of the ROFN Negotiation Period for such Product; and (c) the expiration of the ROFN Term. Notwithstanding the foregoing of this Section 3.4, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License 3.4 shall not include the grant apply to (and TScan shall have no obligation to notify Novartis prior to or refrain from entering into) any agreement to Develop or Commercialize products Directed to any antigen identified in a non-Collaboration Tumor Sample, Directed to any TScan Independently Identified Antigen, or consisting of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedTScan Independently Identified TCR. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 (a) If Company seeks BDSI determines that it will (i) seek to grant a sublicense (an “Out-License”) any license to a Third Party that includes the right to market or promote an ROFN Product in the Territory or (ii) develop (for development and/or commercialization purposes of AMG 777 obtaining Marketing Authorization thereof in the Territory), sell, market, distribute, or otherwise commercialize any ROFN Product in the Territory (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder itself or via any Affiliate or Third Party) pursuant to Section 5.2 (Diligence))Marketing Authorization thereof in the Territory, then Company BDSI shall promptly notify Amgen in advance Purdue thereof in writing and provide a non-confidential summary of (the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction ROFN Notice”). If Amgen desires to evaluate such Out-License, then Amgen Purdue shall notify Company within have [*thirty (30)] days from the date it receives such ROFN Notice (the “ROFN Notice Period”) to notify BDSI in writing of its receipt of Purdue’s desire to negotiate an agreement under which Purdue (or an Affiliate thereof) would be granted rights to develop and/or commercialize such ROFN Product in the Transaction Notice Territory (a “Negotiation Notice”). Promptly after Company’s receipt of ***. If Purdue does not provide BDSI with a Negotiation Notice within the ROFN Notice Period, or affirmatively notifies BDSI during such ROFN Notice Period that it will not pursue an agreement with BDSI with respect to such ROFN Product in the Territory, then Section 11.08 will not apply to, and shall terminate with respect to, such ROFN Product in the Territory. (b) If Purdue delivers a timely Negotiation Notice, Company the Parties shall provide Amgen with enter into a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary ** negotiation period *** (the “Exclusivity Negotiation Period”), Amgen during which time the Parties shall have an exclusive right to negotiate an exclusive, royalty-bearing *** with each other in good faith concerning a license to such Purdue with respect to the development and/or commercialization of the applicable ROFN Product from Companyin the Territory. If Amgen Not less than *** prior to the end of the Negotiation Period, BDSI shall forward its last term sheet proposal to Purdue ***. (ic) does not deliver In the event Purdue provides a Negotiation Notice as provided above, BDSI will promptly provide Purdue all material information and data in the possession and Control of BDSI that is directly related to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity PeriodROFN Product, or (iii) declines its development and/or commercialization, in writing the Out-License after review Territory, that would be reasonably pertinent to either an understanding of, or the subject of, the license, as reasonably requested by Purdue as part of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) Purdue’s due diligence with respect to such Product. license. (d) If Amgen BDSI and Company Purdue do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of execute a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner definitive agreement with respect to such a sublicense. [license during the Negotiation Period *] = Certain confidential information contained ** or Purdue declines in this document, marked by brackets, has been omitted and filed separately with writing to enter into a license for the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence))applicable ROFN Product, then Company Section 11.08 will not apply to, and shall notify Amgen concurrently terminate with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as respect to, such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined ROFN Product in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminateTerritory.

Right of First Negotiation. 2.3.1 If Company seeks Depomed shall notify Santarus in writing in the event that Depomed desires to divest itself of its rights to the Product in the Territory (e.g., by asset sale or product license to a Third Party) or to grant a sublicense (an “Out-License”) rights to a Third Party for development and/or commercialization of AMG 777 to develop or commercialize a pharmaceutical product containing metformin and another generic active pharmaceutical ingredient (ori.e., to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product an active pharmaceutical ingredient that is produced and distributed within the subject Territory without composition of matter patent protection for the proposed sublicense, as well as compound) in combination with Depomed’s proprietary AcuForm drug delivery technology incorporated within the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License Products (a “Transaction NoticeCombination Product”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company Santarus notifies Depomed in writing within [***] days of its after receipt of such notice (the Transaction Notice “Evaluation Period”) that Santarus is not interested in obtaining all of Depomed’s rights in and to the Products or the applicable Combination Product (a such rights, “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Metformin Product Company is seeking to Out-License (a “SummaryRights”), including existing material clinical and preclinical dataor if Santarus fails to notify Depomed of Santarus’ interest in obtaining the Metformin Product Rights, as well as such other information in Company’s possession that Amgen may reasonably requesteither case prior to the expiration of the Evaluation Period, which Summary then Depomed shall be deemed have no further obligation to be Confidential Information of Company Santarus under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) Agreement with respect to such Productthe applicable Metformin Product Rights. If Amgen and Company do not mutually agree Santarus is interested in obtaining the Metformin Product Rights, it *** Certain information on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, page has been omitted and filed separately with the Securities and Exchange Commission Commission. Confidential treatment has been requested with respect to the omitted portions. shall so notify Depomed in writing prior to the expiration of the Evaluation Period, and upon Depomed’s receipt of such notice Santarus and Depomed shall promptly commence good-faith negotiations, for a period of [***] days and such longer period as may be mutually agreed upon by the parties in writing in the event the parties have made material progress in the negotiations (the “Negotiation Period”), regarding the commercially reasonable terms of an agreement pursuant to Rule 406 which Santarus shall obtain the Metformin Product Rights. If Depomed and Santarus fail to enter into an agreement for the Metformin Product Rights prior to the expiration of the Securities Act Negotiation Period, then Depomed shall thereafter have the right to negotiate and enter into an agreement with a Third Party granting the Metformin Product Rights to a Third Party; provided that, for a period of 1933[***], as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, any such agreement may not be on terms and conditions materially more favorable to the extent Company has de-prioritized AMG 777Third Party than the terms and conditions last offered by Santarus prior to the termination of discussions with Depomed. The provisions of this Section 13.1 shall not apply to, the backup Product thereto for which Company is actively seeking and Depomed shall have no obligation to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights Santarus under this Section 2.3 13.1 in respect of, any acquisition of Depomed by a Third Party, any merger or consolidation with or involving Depomed, any acquisition by a Third Party of any material portion of the stock of Depomed, or any acquisition by a Third Party of a material portion of the assets of Depomed in addition to the Products or any Combination Product (Right of First Negotiation) shall terminate“Merger Transaction”).

Right of First Negotiation. 2.3.1 If Company seeks (a) During the Term, if Frequency intends to grant a sublicense enter into any negotiation or agreement of any kind with any Third Party (an “Out-License”) other than any negotiation or agreement pursuant to which a Third Party for development and/or commercialization may acquire all of AMG 777 (orthe stock or all of the assets of Frequency) under which such Third Party would [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the extent Company has de-prioritized AMG 777registrant if publicly disclosed. obtain the right to Develop, Manufacture or Commercialize Licensed Product in the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 Frequency Territory, whether by license, assignment, joint venture or otherwise, (Diligence)each such opportunity, a “Business Opportunity”), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [***] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen Frequency will negotiate in good faith exclusively with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For Astellas for at least [***] following Amgen’s receipt of a Summary (the “Exclusivity Negotiation Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt financial and other material terms and conditions of this Agreement that the Parties would amend in consideration for including the Frequency Territory as part of the Negotiation Notice, Astellas Territory hereunder (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (“Right of First Negotiation) ”). Subject to the foregoing, during the applicable Negotiation Period, unless Astellas provides written notice to Frequency terminating further negotiations, Frequency will not enter into an agreement with any Third Party with respect to such ProductBusiness Opportunity. (b) [***]. If Amgen and Company do not mutually agree In the event that Frequency or its Affiliate has agreed with a Third Party on the terms and conditions of an Out-License for a definitive agreement regarding a Business Opportunity and intend to execute and enter into such Product to Amgen within the Exclusivity Perioddefinitive agreement, Company it shall be free to negotiate an Out-License for such Product first provide Astellas with any Third Party, subject to prompt written notice of the terms of Section 2.2 (Sublicenses) and Section 2.3.2the proposed agreement. For clarityUpon receipt of such written notice, an Out-License Astellas shall not include have [***] to notify Frequency in writing that Astellas desires to obtain such rights on substantially the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a same terms as such Third Party distributor selling finished Product purchased from Company, and this Section 2.3 agreement (the “Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicenseLast Refusal”). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended**]. 2.3.2 If Company’s board of directors approves the initiation of a process for (ic) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction[***]. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 777 (orIf, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, Xxxx contemplates entering into negotiations with a Delta Partner or another airline to launch air service in any geography outside either the Territory or Japan (iii) declines such geography, the “ROFN Geography”), Xxxx will notify Delta in writing of its interest in so entering negotiations with a Delta Partner or another airline in the Out-License after review ROFN Geography (the “ROFN Notice”). Delta (or a joint venture or alliance partner designated by Delta) will have the right of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) first negotiation with respect to the ROFN Geography. Commencing on the date that Joby notifies Delta of its interest and continuing until the earlier of (x) sixty (60) days after delivery of the ROFN Notice and (y) written notice from Delta (or such Productjoint venture or alliance partner designated by Delta) that it is not interested in commercializing such ROFN Geography (the “ROFN Period”), Xxxx shall not enter into negotiations or consummate a transaction launching a “Home to Seat” service in a ROFN Geography with any airline other than Delta or a Delta Partner designated by Delta. During the ROFN Period, Xxxx will engage in exclusive good faith negotiations with Delta or such Delta Partner on terms and conditions for a “Home to Seat” service for such ROFN Geography. If Amgen Joby and Company do not mutually agree on Delta or such Delta Partner are unable to reach an agreement during the terms of an Out-License for such Product to Amgen within the Exclusivity ROFN Period, Company shall be free then Xxxx may enter negotiations to negotiate an Out-License for such Product launch a “Home to Seat” service with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner third party with respect to such a sublicensethe applicable ROFN Geography. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, Notwithstanding anything to the contrary set forth herein, both Parties agree they shall not (during the Term) offer a “Home to Seat” service or a substantially similar product or service that incorporates or utilizes any identifiable and protectable Intellectual Property Rights jointly developed by the Parties, except as contemplated by Article 8 below. To the extent Company has dethe Parties agree on a customer-prioritized AMG 777facing product name for “Home to Seat” branding, the backup Product thereto for which Company is actively seeking both Parties agree that they shall not (and shall cause their respective Affiliates and, with respect to fulfill Joby, its diligence obligation hereunder pursuant to Section 5.2 (Diligence))joint venture partners, then Company shall notify Amgen concurrently not to) use that name and branding with any other notifications required hereunder (provided that a signed letter sent via electronic airline or facsimile transmission shall qualify eVTOL partner, as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transactionapplicable. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks Depomed shall notify Santarus in writing in the event that Depomed desires to grant a sublicense (an “Out-License”) rights to a Third Party for development and/or commercialization of AMG 777 to develop or commercialize a pharmaceutical product containing metformin and another generic active pharmaceutical ingredient (ori.e., to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product an active pharmaceutical ingredient that is produced and distributed within the subject Territory without composition of matter patent protection for the proposed sublicense, as well as compound) in combination with Depomed’s proprietary Acuform drug delivery technology incorporated within the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License Products (a “Transaction NoticeCovered Combination Product”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company Santarus notifies Depomed in writing within [***] days of its after receipt of such notice (the Transaction Notice “Evaluation Period”) that Santarus is not interested in obtaining the applicable rights in and to the applicable Covered Combination Product (a the “Negotiation NoticeCovered Combination Product Rights”), or if Santarus fails to notify Depomed of Santarus’ interest in obtaining the Covered Combination Product Rights, in either case prior to the expiration of the Evaluation Period, then Depomed shall have no further obligation to Santarus under this Agreement with respect to the applicable Covered Combination Product Rights with respect to the applicable Covered Combination Product. Promptly after CompanyIf Santarus is interested in obtaining the applicable rights, it shall so notify Depomed in writing prior to the expiration of the Evaluation Period, and upon Depomed’s receipt of such notice Santarus and Depomed shall promptly commence good-faith negotiations, for a Negotiation Notice, Company shall provide Amgen with a confidential summary period of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [***] following Amgen’s receipt of a Summary and such longer period as may be mutually agreed upon by the parties in writing in the event the parties have made material progress in the negotiations (the “Exclusivity Negotiation Period”), Amgen regarding the commercially reasonable terms of an agreement pursuant to which Santarus shall obtain the applicable rights. If Depomed and Santarus fail to enter into an agreement for the applicable rights prior to the expiration of the Negotiation Period, then Depomed shall thereafter have an exclusive the right to negotiate and enter into an exclusiveagreement with a Third Party granting such rights to a Third Party; provided that, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver for a Negotiation Notice to Company within the applicable period of [*] period after receipt of **], any such agreement may not be on terms and conditions materially more favorable to the Negotiation Notice, (ii) does not deliver to Company a written proposal for Third Party than the terms and conditions last offered by Santarus prior to the termination of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review discussions with Depomed. The provisions of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right 15.1 shall not apply to, and Depomed shall have no obligation to Santarus under this Section 15.1 in respect of, any acquisition of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Depomed by a Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarityany merger or consolidation with or involving Depomed, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to any acquisition by a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 material portion of the Securities Act stock of 1933Depomed, as amended. 2.3.2 If Company’s board of directors approves the initiation or any acquisition by a Third Party of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, material portion of the assets of Depomed in each case related to Company’s rights in AMG 777 (or, addition to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale TransactionCovered Combination Product. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks Junshi hereby grants to grant Coherus the exclusive right of first negotiation in the event that Junshi or its Affiliates determines to transfer, license, sublicense, assign, grant, or otherwise dispose of rights to any Third Party, other than express or implied licenses/sublicenses granted to an agent or a sublicense (an “Out-License”) to a Third Party consultant, contract manufacturing organization, contract research organization, or other similar type contractor acting for development and/or commercialization or on behalf of AMG 777 (orJunshi or its Affiliates, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking Develop or Commercialize one or more Antibodies Controlled by Junshi or any of its Affiliates directed to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License CD112r or CTLA-4 (a “Transaction ROFN Product”) in one or more countries in the Coherus Territory (a “ROFN Product Activity” and such countries, the “ROFN Jurisdictions”). Promptly upon determining to engage in a ROFN Product Activity, Junshi will notify Coherus in writing of such determination and identify the applicable ROFN Product and ROFN Jurisdictions with respect to which such Development or Commercialization rights would be granted. Coherus will have an exclusive right, exercisable no later than 30 days after receipt of any such written notice from Junshi, to notify Junshi in writing as to whether Coherus desires to negotiate exclusively for the right to Develop or Commercialize such ROFN Product in such ROFN Jurisdiction (for each of CD112r and CTLA-4, each, a “ROFN Exercise Notice”). If Amgen desires Coherus provides a ROFN Exercise Notice to evaluate Junshi within such Out-License30 day period indicating its desire to negotiate for such rights to the applicable ROFN Product in the applicable ROFN Jurisdiction, then Amgen shall notify Company (a) upon Coherus’ request, Junshi will (i) within [*] 20 Business Days of Coherus’ request, provide Coherus with other information and documentation reasonably requested by Coherus relating to such ROFN Product and ROFN Jurisdiction; and (ii) afford Coherus and its representatives reasonable access during normal business hours to Junshi’s personnel; and (b) Coherus will have the exclusive right for 100 ​ ​ ​ days from the date of its Junshi’s receipt of the Transaction ROFN Exercise Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical dataenter into an agreement or amendment to this Agreement, as well as applicable, with respect to the Exploitation by Coherus of such other information ROFN Product in Company’s possession that Amgen may reasonably requestsuch ROFN Jurisdiction. If, which Summary shall be deemed with respect to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary ROFN Product in a ROFN Jurisdiction, either (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (iA) Coherus does not deliver a Negotiation provide the ROFN Exercise Notice to Company Junshi within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Periodsuch 30 day period, or (iiiB) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen Coherus and Company Junshi do not mutually agree on terms under which Coherus would be granted the terms of an Out-License for right to Exploit such ROFN Product to Amgen in such ROFN Jurisdiction within the Exclusivity Period100 day negotiation period after having conducted such negotiations in good faith, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-Licensethen, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (DiligenceA) and (B)), then Company shall notify Amgen concurrently Junshi will be free to enter into negotiations and an agreement with one or more Third Parties relating to a grant of rights to Develop or Commercialize such ROFN Product (or to Develop or Commercialize any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written noticeROFN Product itself) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transactionin such ROFN Jurisdiction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 In the event RTI develops an RTI-Developed New Allograft that is not a line extension as defined in Section 2.3 hereof, yet will have applications primarily useful for spinal fusion surgery, RTI shall provide information to MSD with respect to the specifications of such product, along with prototypes and proof of viability (which shall include, as appropriate, relevant in vitro, in vivo, and cadaveric test data). Within [*****] after receipt of said information from RTI, MSD may determine it requires additional information to render a decision on its Right of First Negotiation on the RTI-Developed New Allograft. If Company seeks to grant a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 777 (orMSD reasonably requires additional information, MSD shall submit, in writing, to RTI a list of commercially and scientifically reasonable data it xxxx require to render a decision on the extent Company has deRTI-prioritized AMG 777Developed New Allograft. MSD and RTI will meet in good faith to review and agree upon additional request for information. Within [*****] of receipt of the agreed proof of viability, MSD and RTI shall meet and confer with respect to the backup Product thereto for which Company feasibility of such product and to confirm that such product is actively seeking not a line extension as defined in Section 2.3 hereof. If the parties cannot agree as to fulfill its diligence obligation hereunder pursuant what documentation is reasonably required to Section 5.2 (Diligence))demonstrate viability, or as to whether such product is a line extension, then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree issue(s) shall be initially for worldwide rights) of decided by a special master in accordance with Section 2.3. Otherwise, if the Out-License parties agree that such product is not a line extension or that sufficient additional information has been provided to MSD by RTI, MSD shall give notice to RTI (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*****] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary end of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [****] period after receipt or within [*****] of a special master determining that the Negotiation Notice, (iiproduct is not a line extension or that RTI has provided MSD with sufficient additional information to demonstrate viability) does not deliver as to Company a written proposal whether MSD intends to exercise its right of first negotiation for the terms RTI-Developed New Allograft as set forth in this Section 6.3(d)(i). Any RTI-Developed New Allograft for which MSD elects to exercise its right of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen first negotiation shall be deemed referred to have waived its rights under this Section 2.3 (herein as a “Right of First Negotiation) Refusal Allograft.” Any RTI-Developed New Allograft for which MSD elects not to exercise its right of first negotiation shall be referred to herein as a “Rejected Allograft.” With respect to each Right of First Refusal Allograft, MSD shall have a right for a period of [*****] after good faith negotiations begin, to agree with RTI on the LSF for such Right of First Refusal Allograft. In the event RTI and MSD agree with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License LSF for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence))Refusal Allograft, then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) Refusal Allograft shall terminatebe added to Schedule 2.1 and shall become a Specialty Allograft, an Assembled Allograft, or Bone Paste, as the case may be, for all purposes of this Agreement and the LSF for such Right of First Refusal Allograft shall be as agreed upon by RTI and MSD. With respect to each Rejected Allograft, RTI shall be entitled to enter into an agreement with any third party for distribution of such Rejected Allograft provided such distribution does not violate any MSD Intellectual Property Rights.

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (an “Out-License”a) to a Third Party for development and/or commercialization of AMG 777 (or, Prior to the extent Company has deBorrower or its Subsidiaries engaging with, soliciting proposals from, negotiating with or consummating, any product financing transaction ([**]) (whether in the form of a financing, royalty sale, co-prioritized AMG 777development agreement or otherwise) (any such potential product financing, a “Product Financing”), the backup Borrower shall first provide written notice to the Required Lenders of its interest in completing such Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License Financing (a “Transaction Product Financing Notice”). If Amgen desires The Product Financing Notice shall include a general description of the assets or products which are the subject of such Product Financing, the amount (or range) of financing which the Borrower is seeking to evaluate generate and the proposed timing of the transaction (the “Target Completion Date” of such Out-LicenseProduct Financing). The Borrower shall not engage with any third party financing source with respect to a given Product Financing transaction, then Amgen shall notify Company within until the earlier of [**] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary following delivery of the Product Company Financing Notice and such earlier date, if any, on which the Required Lenders advises the Borrower that it is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as not interested in exploring such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary Product Financing (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (orand, to the extent Company has de-prioritized AMG 777the Required Lenders advise the Borrower that they wish to explore such Product Financing, will negotiate with them in good faith during the Exclusivity Period in an effort to reach agreement on terms. For the sake of clarity, the backup Borrower shall have no obligation to enter into any Product thereto for which Company is actively seeking Financing with the Required Lenders or its Affiliates, but only to fulfill provide a [**]-day review period prior to engaging with a third party on such transaction. (b) Each new product financing transaction under consideration by the Borrower or its diligence obligation hereunder pursuant to Section 5.2 (Diligence))Subsidiaries shall require a Product Financing Notice, then Company shall notify Amgen concurrently regardless whether a prior Product Financing Transaction was completed with any other notifications required hereunder (provided the Required Lenders or its Affiliates; provided, that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide Product Financing that was the intended scope (i.e., field, territory and other relevant terms) subject of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into a prior Product Financing Notice which is not completed by the Parties) or applicable Target Completion Date shall be treated as a sale of all or substantially all of Company’s assets or businessnew product financing, Amgen’s rights under this Section 2.3 (Right of First Negotiation) and a new Product Financing Notice and a new 30 day review period shall terminatebe required.

Right of First Negotiation. 2.3.1 If Company seeks Notwithstanding Section 2.2.1, prior to grant a sublicense (an “Out-License”) to entering into negotiations with a Third Party for development and/or a sublicense that includes commercialization rights with respect to a Product [* * *] (excluding customary distribution arrangements entered into in the ordinary course of AMG 777 business by Dicerna) (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)“Proposed Sublicense”), then Company Dicerna shall notify Amgen in advance in writing provide || Alnylam with (a) a written notice of the nature of the proposed sublicense with such Third Party, and provide (b) a non-confidential summary of the most recent material clinical data for the relevant Product that is within Dicerna’s possession and control (such notice together with the subject of related information, the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Proposed Sublicense Notice”). If Amgen Alnylam desires to evaluate obtain such Out-Licensecommercialization rights with respect to a Product [* * *], then Amgen shall Alnylam may notify Company Dicerna in writing within [* * *] days of its Alnylam’s receipt of such Proposed Sublicense Notice (the “Exercise Period”) that it desires to enter into negotiations with respect to such Proposed Sublicense (“Notice of Exercise”). If Alnylam provides a Notice of Exercise to Dicerna in accordance with this Section 2.2.2, then from and after the receipt of the Transaction Notice (of Exercise by Dicerna and for a “Negotiation Notice”). Promptly after Company’s receipt continuous period of a Negotiation Notice[* * *] days thereafter, Company shall provide Amgen with a confidential summary as may be extended by mutual agreement of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary Parties (the “Exclusivity Negotiation Period”), Amgen shall have an exclusive right to the Parties will negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with each other with respect to such Product. If Amgen Proposed Sublicense in good faith and Company do not with the intent of entering into a mutually agree on acceptable definitive, written agreement with respect to the terms Proposed Sublicense, provided that during the first [* * *] days (as may be extended by mutual agreement of an Out-License for the Parties) of such Product to Amgen within the Exclusivity Negotiation Period, Company shall be free to the Parties will exclusively negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner each other with respect to such Proposed Sublicense. If (x) Alnylam does not provide a sublicense. [*] = Certain confidential information contained in this documenttimely Notice of Exercise, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (iiy) if Alnylam provides a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to timely Notice of Exercise but the extent Company has de-prioritized AMG 777, Parties do not enter into a Proposed Sublicense within the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence))Negotiation Period, then Company shall notify Amgen concurrently Dicerna may negotiate and enter into the Proposed Sublicense with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale TransactionThird Party. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks to grant Upon expiration of the Option Term or any applicable extensions thereof, and provided that ACY shall not have previously THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. exercised the [ ] Option or the [ ] Option, as applicable, ACY shall have, for a sublicense period of one year following such expiration, a right of first negotiation (an “Out-License”"Right of First Negotiation") to expand the scope of this Agreement to include one or more Research Programs for one or more specific Indications included in the [ ] Application and/or the [ ] Application. Such Right of First Negotiation may be exercised by ACY within three months after its receipt of written notice from Apollon that Apollon intends to negotiate with a Third Party for development and/or commercialization of AMG 777 (or, third party with respect to the extent Company has de-prioritized AMG 777development of the Technology for each such specific Indication (the "Exercise Period"). In the event ACY does not exercise its Right of First Negotiation with respect to any such specific Indication, such Right of First Negotiation will become effective again in the backup Product thereto for which Company is actively seeking event that Apollon does not execute a development agreement with a third party within 12 months after the last to fulfill occur of Apollon's receipt of ACY's written notification that it will not exercise its diligence obligation hereunder pursuant Right of First Negotiation as to Section 5.2 (Diligence))such specific Indication, then Company or the expiration of the Exercise Period. Upon the first exercise of ACY's Right of First Negotiation with respect to any Indication included in the [ ] Application, ACY shall notify Amgen in advance in writing and provide pay to Apollon a non-confidential summary refundable up-front R&D Payment of $[ ]. Upon the Product that is first exercise of ACY's Right of First Negotiation with respect to any Indication included in the subject [ ] Application, ACY THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. shall pay to Apollon a non-refundable up-front R&D Payment of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”)$[ ]. If Amgen desires to evaluate Each such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary aforementioned R&D Payment shall be deemed to be Confidential Information in consideration for research and development relating to each of Company under this Agreementthese Applications, respectively. For [*] following Amgen’s receipt ACY's exercise of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First NegotiationNegotiation (i) with respect to additional Indications included in the [ ] Application, made subsequent to its first such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for exercise within such Product to Amgen within the Exclusivity PeriodApplication, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant be deemed to give rise to an additional R&D Payment of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, $[ ] and this Section 2.3 (Right of First Negotiationii) shall not restrict Company in any manner with respect to additional Indications included in the [ ] Application, made subsequent to its first such a sublicense. [*] = Certain confidential information contained in this documentexercise within such Application, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant shall not be deemed to Rule 406 of the Securities Act of 1933, as amended. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response give rise to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) additional R&D Payment of the Out-License and/or Sale Transaction$[ ]. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice Bridge hereby grants to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms right of an Out-License to Amgen first negotiation during the Exclusivity Period, or Period (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation“ROFN”) with respect to such Productthe Offered Assets as set forth in this Section 3.1. If Amgen and Company do not mutually agree on Subject to the terms of an Out-License for such Product to Amgen exclusivity restriction set forth in Section 2, if, at any time within the Exclusivity Period, Bridge or its Affiliate intends to engage in any Transaction, Bridge shall promptly notify the Company in writing of such intent, together with any information and data generated by, or on behalf of, Bridge or such Affiliate regarding the financial terms of such Transaction, a description of the Offered Assets and such other material information regarding such Transaction and the Offered Assets as would be reasonably useful for the Company to determine its interest in such Transaction (“ROFN Offer Notice”). Upon the Company’s written request, Bridge shall promptly, and in any case within [***] of receipt of such request, provide any additional information with respect to the Transaction or the Offered Assets reasonably requested by the Company. Within [***] from the receipt of the ROFN Offer Notice (“ROFN Exercise Period”), the Company may exercise its ROFN by providing Bridge with a written notice of its intent to exercise its ROFN (the “ROFN Exercise Notice”). Upon Bridge’s receipt of such ROFN Exercise Notice, Bridge shall, or shall cause the applicable Affiliate to, exclusively negotiate in good faith with the Company or its Affiliate for a period of [***] from the date of the ROFN Exercise Notice, unless such negotiations are earlier terminated by the Company (the “ROFN Negotiation Period”) the terms of the Transaction upon which the parties would enter into a definitive agreement at a price and on terms mutually agreed between the parties. (ii) If (a) the Company notifies Bridge prior to the expiration of the ROFN Exercise Period that the Company elects not to exercise its ROFN, (b) the Company does not provide Bridge with a ROFN Exercise Notice within the ROFN Exercise Period, or (c) the Company provides Bridge with a ROFN Exercise Notice within the ROFN Exercise Period but the Parties fail to reach a definitive agreement on the terms of the Transaction during the ROFN Negotiation Period, the ROFN will expire on the applicable expiration date (“ROFN Expiration”, with respect to (a), on the date on which the Company notifies Bridge of its intent not to Exercise the ROFN; with respect to (b), on the expiration date of the ROFN Exercise Period; and with respect to (c), on the expiration date of the ROFN Negotiation Period), and Bridge shall be free to negotiate an Out-License for such Product pursue the Transaction with any Third Partythird party, subject to provided, that the terms of such Transaction with the third party shall not be, taken as a whole, more favorable to such third party than the last written offer proposed by the Company during the ROFN Negotiation Period. No less than [***] prior to entering into a definitive agreement for any such Transaction with the third party, Bridge shall provide a written notice to the Company describing such Transaction in reasonable detail, including but not limited to (x) the identity of the third party, and (y) a description of the financial and other material terms proposed by the third party. The Company may, at its sole discretion, pursue such Transaction in competition with the third party and, in such event, Bridge shall negotiate with Company in good faith unless and until Bridge or its Affiliates have entered into definitive agreements with such third party. (iii) Notwithstanding anything to the contrary, the Parties agree that the ROFN shall automatically renew if Bridge does not enter into a definitive agreement for the Transaction with a third party as described in Section 2.2 (Sublicenses3.1(ii) above within [***] after the then most-recent ROFN Expiration; provided, however, for the avoidance of doubt, that in no event shall the Exclusivity Period be extended by this Section 3.1(iii) and Section 2.3.2. For clarity, an Out-License the ROFN shall not include extend beyond the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedExclusivity Period. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 777 (or, to the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. 2.3.3 Upon the Completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.