Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. Isis will notify Alnylam in writing once (i) Isis, on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylam.

Right of First Negotiation. Isis will notify Alnylam From the Technology Closing Date until December 31, 2009, and subject to Purchaser’s rights under Section 4.12(a) hereof, if Seller desires to enter into a transaction or accept a third-party proposal for the sale (whether directly or by merger, acquisition or any other asset sale or change of control transaction), license, joint-venture arrangement, transfer or partial transfer (or similar arrangement) of Osteocel XC® (an “Osteocel XC Transaction”), it shall first provide Purchaser with a notice of such desired Osteocel XC Transaction (a “Negotiation Notice”). The Negotiation Notice shall include in writing once reasonable detail all material economic, legal and business terms of the Osteocel XC Transaction proposed by Seller. If, within five (i5) Isis, on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] business days from the of receipt of such a Negotiation Notice, Purchaser gives Seller written notice to notify Isis in writing whether or not Alnylam wishes of its interest to negotiate with Isis regarding such Osteocel XC Transaction on the development and/or commercialization of terms contained in the Negotiation Notice (an “Affirmative Response Notice”), then Seller and Purchaser agree, promptly and in good faith, to exclusively negotiate a legally-binding agreement to carry out such Isis ProductOsteocel XC Transaction. If Alnylam Purchaser fails to respond to Isis’ notice the Negotiation Notice within the [***] days said five (5) business day period, or if Alnylam declines in writing Seller and Purchaser fail, after good faith efforts, to enter into a written agreement for such Osteocel XC Transaction within thirty (30) days after delivery of Seller’s Negotiation Notice, then neither Purchaser nor Seller shall have a right or be under any obligation to enter into such Osteocel XC Transaction, and Seller (subject to the right of Purchaser to exercise its right of first negotiation, then Isis will be free pursuant to develop and commercialize (either on its own or Section 4.12(a)) may consummate with a Third Party) the Isis Product. If Alnylam wishes to negotiate third-party a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product transaction on terms (the “More Favorable Terms”) that are in the aggregate not materially more less favorable to the Third Party Seller, taken as a whole, than the terms on which Isis most recently offered contained in writing the Negotiation Notice. If Purchaser delivers an Affirmative Response Notice to grant such rights Seller pursuant to Alnylam without first offering this Section 4.12(b), Purchaser shall provide to Seller a draft definitive agreement for the More Favorable Terms to AlnylamOsteocel XC Transaction.

Right of First Negotiation. Isis will EPIZYME hereby grants to CELGENE, on the terms set forth in this Section 7.2, a right of first negotiation with respect to a Business Combination of EPIZYME (the “ROFN 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 Alnylam CELGENE in writing once 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 during the Option Term on terms that (i) Isis, on its own include an upfront purchase price payment (inclusive of amounts placed into an escrow account concurrently with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product such upfront purchase price payment) that is a Double Stranded RNA Product less than or equal to the upfront 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) if 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 “Lower Value Third Party Offer Condition”), then (A) EPIZYME shall, prior to entering into the Proposed Transaction with which Isis has a Development Collaboration or a collaboration on 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 [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to equivalent amount of cash for any non-cash consideration in the Third Parties. Alnylam will Party offer), (B) CELGENE shall have [***] days from after the date of receipt of such notice offer from EPIZYME to notify Isis EPIZYME in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of its acceptance of such Isis Product. If Alnylam fails to respond to Isis’ notice within offer and (C) (1) if CELGENE so accepts, the [***] days Parties shall promptly enter into a definitive agreement for the Proposed Transaction on such terms, or (2) if Alnylam declines in writing to exercise its right of first negotiationCELGENE does not accept, then Isis will EPIZYME shall be free free, without any further obligation to develop and commercialize (either on its own or CELGENE under this Agreement with respect thereto, to enter into the Proposed Transaction with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided further that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall if EPIZYME does not enter into a license or collaboration definitive agreement for a Proposed Transaction with a Third Party for within two hundred and twenty five (225) days after the expiration of CELGENE’s ROFN Right as described above, and at such Isis Product on terms (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 termination of the Option Term or consummation of a Business Combination by EPIZYME. Any notice provided by either Party hereunder, as well as the 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 “More Favorable Terms”) that are in the aggregate materially more favorable Confidential Information” of both Parties and expressly subject to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to AlnylamArticle 9, including Section 9.1, hereof.

Right of First Negotiation. Isis will Depomed shall notify Alnylam King in writing once (i) Isis, on in the event that Depomed desires to divest itself of its own with no subsequent rights to Third Partiesthe Product in the Territory (e.g., intends by asset sale or product license to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party Party), or of its rights in the Territory to a product owned or controlled by Depomed containing metformin and another active pharmaceutical ingredient in combination with which Isis has Depomed’s proprietary drug delivery technology incorporated within the Product (currently referred to as the AcuForm technology) (a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties“Combination Product”). Alnylam will have [***] If King notifies Depomed in writing within 30 days from the after receipt of such notice (the “Evaluation Period”) that King is not interested in obtaining all of Depomed’s rights in and to the Product or the applicable Combination Product (such rights, “Metformin Product Rights”), or if King fails to notify Isis Depomed of King’s 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 King under this Agreement with respect to the applicable Metformin Product Rights. If King is interested in obtaining the Metformin Product Rights, it shall so notify Depomed in writing whether or not Alnylam wishes prior to negotiate with Isis regarding the development and/or commercialization expiration of the Evaluation Period, and upon Depomed’s receipt of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right of first negotiation, then Isis will be free to develop King and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good Depomed shall promptly commence good-faith negotiations, Alnylam for a period of 30 days and Isis do not reach 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 within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free pursuant to develop which King shall obtain the Metformin Product Rights. If Depomed and commercialize (either on its own or with a Third Party) King fail to enter into an agreement for the Isis Product; provided that during the period Metformin Product Rights prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary expiration of the commencement of [***] for Negotiation Period, then Depomed shall thereafter have the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice right to Alnylam [***], Isis shall not negotiate and enter into a license or collaboration an agreement with a Third Party granting the Metformin Product Rights to a Third Party; provided that, for a period of 6 months, any such Isis Product agreement may not be on terms (the “More Favorable Terms”) that are in the aggregate and conditions materially more favorable to the Third Party than the terms on which Isis most recently and conditions last offered by King prior to the termination of discussions with Depomed. The provisions of this Section 13.2 shall not apply to, and Depomed shall have no obligation to King under this Section 13.2 in writing 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 grant the Product or any Combination Product; provided that such rights to Alnylam without first offering Third Party must remain bound by the More Favorable Terms to Alnylamterms and conditions of this Agreement, including this Section 13.2.

Right of First Negotiation. Isis If Resonant’s board of directors proposes to sell Resonant to a non-affiliate (STI excluded), then Resonant will notify Alnylam in writing once (i) Isis, on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt Skyworks of such notice proposal before it makes such proposal to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of any such Isis Productnon-affiliates (other than STI). If Alnylam fails to respond to Isis’ Skyworks notifies Resonant within 20 days of receiving the notice within the [***] days or if Alnylam declines from Resonant that it is interested in writing to exercise its right of first negotiationpotentially acquiring Resonant, then Isis Resonant and Skyworks will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith negotiate for 45 days regarding a sale of Resonant to Skyworks, starting on the terms date Resonant receives such notice from Skyworks (the “Right of the license or collaboration agreementFirst Negotiation”). If, despite good faith negotiations, Alnylam in their respective sole and Isis do not reach absolute discretion they are unable to enter a definitive acquisition agreement within [***] days from Alnylam’s exercise of its right of first negotiationin such 45 day period, then Isis will be Resonant is free to develop market and commercialize sell itself to any party free of the Right of First Negotiation, and without further notice to Skyworks. The Right of First Negotiation will only “reset” (either 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 is to be terminated, and then it later commences a new sale process. All of Skyworks rights under this Section 7 (including any then pending Right of First Negotiation) shall automatically terminate on its own or with a Third Partythe earlier to occur of (a) the Isis Product; provided that during the period prior to the latest termination of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product this Agreement or (zb) in an initial public offering of Resonant’s securities (including via reverse merger into public shell or other transaction using an affiliate of Resonant that achieves substantially the case same result of an Isis Product [***] after the commencement IPO or reverse merger). Skyworks will not interfere with any proposed sale to another party provided only that Resonant has complied with this Right of [***]First Negotiation. For clarity, the [***] anniversary Right of Isis’ notice First Negotiation does not apply to Alnylam [***]a sale by the shareholders of Resonant of their shares, Isis shall not enter into but rather only a license transaction to which Resonant itself is a party. Except as expressly set forth in this Section 7, Resonant has no obligation to discuss or collaboration agreement negotiate with Skyworks, or notify Skyworks regarding, any transaction involving a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylamsale of or other extraordinary transactions involving Resonant.

Right of First Negotiation. Isis will notify Alnylam Licensee hereby grants to Novan a right of first negotiation during the New Nitric Oxide Period, as set forth below in writing once (i) Isisthis Section 2.8, on with respect to New Device IP. During the New Nitric Oxide Period, if Licensee or any of its own with no subsequent rights to Third Parties, intends to initiate Affiliates [***] to sell, out-license or otherwise grant rights in or to any New Device IP for an Isis Product that is use in any portion or all of the Novan Retained Field (a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an “ROFN Opportunity”), then Licensee will notify Novan in writing of its intent to pursue such ROFN Opportunity. At the request of Novan, Licensee will [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from Certain information in this document has been omitted and filed separately with the receipt of such notice Securities and Exchange Commission. Confidential treatment has been requested with respect to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Productomitted portions. If Alnylam fails to respond to Isis’ notice within the [***] and available to Licensee. Within [***] ([***]) days or if Alnylam declines of Novan’s receipt of the written notice, Novan will respond to Licensee in writing to exercise its right of first negotiationregarding Novan’s interest in the ROFN Opportunity. If Novan indicates interest in pursuing the ROFN Opportunity, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms for a period of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within at least [***] ([***]) days from Alnylamto enter into a definitive agreement regarding such ROFN Opportunity. If, (i) Novan indicates no interest in the ROFN Opportunity or does not respond to Licensee’s exercise notice of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of ROFN Opportunity within such [***] ([***]) day period, or (ii) Novan and Licensee do not enter into a definitive agreement within such [***] ([***]) day period, then Licensee will be free to pursue the Isis Product, ROFN Opportunity (y) including in the [***] anniversary ]) and will be deemed to have discharged its obligations under this Section 2.8 in full with respect to such ROFN Opportunity; provided, however, that if at the end of the commencement of such [***] for ([***]) day period the Isis Product or (z) in Parties are actively negotiating the case terms of an Isis Product a definitive agreement, then such [***] after the commencement of ([***]) day period may be extended to a mutually acceptable time by the Parties in writing. For clarity, the [***] anniversary of Isis’ notice to Alnylam [***], Isis nothing in this Section 2.8 shall not enter into be construed as a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are other grant of rights by Novan under any Novan Patents or Novan Know-How, including in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to AlnylamNovan Retained Field.

Right of First Negotiation. Isis will notify Alnylam in writing once If TESARO seeks to grant a sublicense (ian “Out-License”) Isis, on its own with no subsequent rights under the Licensed Patents or Licensed Know-How to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the for development and/or commercialization of such Isis any Product, then TESARO will 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 (i.e., field and territory) of the Out-License (a “Transaction Notice”). If Alnylam fails AMGEN desires to respond evaluate such Out-License, then AMGEN will notify TESARO within * days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after TESARO’s receipt of a Negotiation Notice, TESARO will provide AMGEN with a confidential summary of the Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that AMGEN may reasonably request), which Summary shall be deemed to Isis’ notice be Confidential Information of TESARO under this Agreement. For * days following AMGEN’s receipt of a Summary (the “Exclusivity Period”), AMGEN will have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from TESARO. If AMGEN (a) does not deliver a Negotiation Notice to TESARO within the [***] days applicable * day period, (b) does not deliver to TESARO a written proposal for the terms of an Out-License to AMGEN during the Exclusivity Period, or if Alnylam (c) declines in writing to exercise its right the Out-License after review of first negotiationthe Summary, then Isis AMGEN shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product (but solely to the extent as proposed in such Transaction Notice). If AMGEN and TESARO do not mutually agree on the terms of an Out-License to AMGEN within the Exclusivity Period, TESARO will be free to develop and commercialize (either on its own or negotiate an Out-License for such Product with a any Third Party) , subject to the Isis Product. If Alnylam wishes terms of Section 2.2 (Sublicenses); provided, however, that TESARO would not be entitled to negotiate a license or subsequently grant development or commercialization rights to a Third Party on financial and commercial terms less favorable, in such Isis Productthe aggregate, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own TESARO than those last offered by AMGEN or with a Third Party) broader scope than as set forth in the Isis Product; provided that during Transaction Notice. For the period prior sake of clarity, an Out-License shall not include the grant of a sublicense to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] a contract manufacturer or a contract research organization solely for the Isis Product purpose of manufacturing or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice developing Products for TESARO or to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis distributor selling finished Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylampurchased from TESARO.

Right of First Negotiation. Isis For a period beginning on November 1, 2013 and lasting through July 1, 2014, Medtronic will have a Right of First Negotiation (“ROFN”) with respect to an NKA Transaction. Accordingly, before entering into an NKA Transaction with any third party, Tengion shall notify Alnylam Medtronic in writing once that it may pursue such a potential NKA Transaction and Medtronic shall have ten (i10) Isis, on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes provide Tengion written notice that it desires to negotiate enter into good faith negotiations with Isis Tengion regarding an NKA Transaction (the development and/or commercialization of such Isis Product“ROFN Option”). If Alnylam fails to respond to Isis’ Medtronic does not provide written notice that it is exercising its ROFN Option within the [***] days or if Alnylam declines in writing to exercise its right of first negotiationsuch ten (10) day period, then Isis will Tengion shall have no further obligation with respect to the ROFN Option and shall be free to develop negotiate and commercialize (either on its own or enter into any NKA transaction with a Third Party) the Isis Productany third party. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis ProductMedtronic properly exercises the ROFN Option as described above, then the Parties will shall negotiate exclusively, reasonably and in good faith concerning the terms of the license or collaboration agreementNKA Transaction for a period of forty-five (45) days. If, despite good faith negotiations, Alnylam and Isis If the parties do not reach execute and deliver an agreement with respect to the NKA Transaction within [***] days from Alnylam’s exercise of its right of first negotiationsuch forty-five (45) day period, then Isis will Tengion shall be free to develop negotiate and commercialize (either on its own or enter into any NKA Transaction with a Third Party) the Isis Productany third party; provided that if such third party transaction is, when taken as a whole, materially and substantially less favorable to Tengion than the terms last offered to Tengion by Medtronic, then Tengion will provide written notice describing and offering Medtronic such NKA Transaction for a period of ten (10) days (after Medtronic’s receipt of such notice) before entering such NKA Transaction with a third party. If Medtronic elects to pursue such NKA Transaction, it shall deliver written notice to Tengion within such 10-day period, and the parties will proceed to negotiate and finalize definitive agreements. (For avoidance of doubt, the rights and obligations described in this Section 2 shall apply to any notice of Tengion’s intent to pursue an NKA Transaction delivered during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) described in the case first sentence of an Isis Product [***] after this Section 2, notwithstanding the commencement of [***], fact that the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (10-day and 45-day periods described herein may exceed the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylamsame.)

Right of First Negotiation. Isis will notify Alnylam in writing once (i) Isis, on its own with no subsequent rights to Third Parties, intends to initiate [4.1 Upon ***] for an Isis Product that is a Double Stranded RNA Product or , Noven shall provide Endo written notice (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Partiesthe “Reformulation Notice”). Alnylam will Endo shall have [***] days from the exclusive option, beginning upon receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis the Reformulation Notice, of entering into negotiations regarding a definitive agreement regarding the development and/or of commercialization of such Isis product (the “Reformulated Product”). Endo shall exercise such option by giving Noven notice of its exercise within *** days of receipt of the Reformulation Notice from Noven. If Endo elects not to exercise such option within the initial *** -day time period, (a) 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 Alnylam fails to respond to Isis’ notice Endo does exercise such option within the [initial ***] days or if Alnylam declines in writing to exercise its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product* -day period, the Parties will negotiate in good faith shall promptly begin negotiating the terms of such transaction, and the license or collaboration agreementterms under which Reformulated Product will be developed and commercialized. Such negotiations shall be based on the market, economic and other conditions in effect as of the time of such negotiations and without consideration to the License Agreement, including the payments previously made thereunder with respect to the Licensed Product. If, despite each Party’s good faith efforts, the Parties are not able to reach agreement on and do not execute such a definitive agreement within *** days from the date Endo exercises its option, Noven shall be free to 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, Alnylam and Isis do Noven shall not reach be permitted to enter into a commercialization or similar agreement within [relating to Reformulated Product with a third party unless such agreement contains both (i) ***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with ii) a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [. At least ***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice * business days prior to Alnylam [***], Isis shall not enter entering into a license commercialization or collaboration similar agreement relating to Reformulated Product with a Third Party for during such Isis Product on terms (*** month period, Noven shall provide to Endo a certification with supporting documentation to evidence compliance with the “More Favorable Terms”) that are provisions in the aggregate materially more favorable previous sentence. Endo shall be entitled as a matter of right to equitable relief, including injunction and specific performance, in any court of competent jurisdiction in the Third Party event of a breach by Noven of its obligations under this section. Endo’s rights under this Section 4 shall be non-assignable, other than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylaman affiliate of Endo.

Right of First Negotiation. Isis will notify Alnylam in writing once (i) IsisIn 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 enter into a 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 (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 “Triggering Activity”) (such party, together with its Control Affiliates, the “ROFN Triggering Party”), the ROFN Triggering Party shall provide other party (such other party, together with its Control Affiliates, the “ROFN Counterparty”) with written notice of its intent to engage in a Triggering Activity, which notice shall set forth a reasonable summary of the proposed Triggering Activity, its concept and a reasonable, good faith estimate of its development cost (the “ROFN Notice”). For a period of thirty (30) days following receipt of the ROFN Notice (the “ROFN Period”), 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 its own with no subsequent rights to Third Partiesan exclusive basis, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith with one another regarding a transaction pursuant to which the terms of the license ROFN Counterparty would participate in such a joint venture or collaboration agreement. Ifmanagement arrangement with respect to such Parent Additional Property or Buyer Additional Property, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in as the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms may be (the “More Favorable TermsROFN Transaction”). Unless and until definitive documentation providing for the terms and conditions of a ROFN Transaction is executed and delivered by all parties thereto, (i) that are neither the ROFN Triggering Party nor any of its Control Affiliates except with respect to its obligation to negotiate in the aggregate materially more favorable good faith on an exclusive basis as set forth above, shall have any obligation or liability whatsoever to the Third Party than ROFN Counterparty with respect to any ROFN Transaction, including any obligation to enter into either a non-binding term sheet or letter of intent, or definitive documentation, providing for the terms on which Isis most recently offered 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 writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylamconnection therewith.

Right of First Negotiation. Isis will notify Alnylam In the event that during the Research Collaboration, GTC determines, in writing once (i) Isisits sole discretion either alone or in consultation with SC, on its own that it desires to enter into a collaboration with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with respect to research, development, use, manufacture, or sale of any compounds directed against * as their primary indication, which Isis has a Development Collaboration compounds have been derived or a collaboration on an [***] an Isis Double Stranded RNA Product before otherwise acquired by GTC without use of the GTC Databases or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days any information provided by SC and separate from the receipt activities of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within Research Collaboration as demonstrated by written records, then SC shall have the [***] days or if Alnylam declines in writing to exercise its right of first negotiationnegotiation (the "First Negotiation Right") to enter into such collaboration with GTC. GTC shall notify SC in writing of its determination to enter into such a collaboration (the "First Notice"). Unless SC shall have waived the First Negotiation Right in writing within * following receipt by SC of the First Notice, GTC and SC shall negotiate in good faith a term sheet for such collaboration for an additional period of up to * and a definitive agreement for such collaboration for an additional period of up to * . If, at the end of either of such periods, GTC and SC are unable to agree on terms for the collaboration then, unless the parties agree to extend the negotiation period, GTC shall promptly deliver to SC a final proposal detailing the terms on which it would enter into such a collaboration (the "Final Proposal"). SC shall have * * from receipt of the Final Proposal to notify GTC of its willingness to enter into an arrangement on such terms. If SC does not so notify GTC, then Isis will GTC shall be free to develop and commercialize (either on its own or enter into a collaboration for the relevant compounds with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product; provided, the Parties will negotiate in good faith the terms of the license or collaboration agreement. Ifhowever, despite good faith negotiationsthat, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation* * * * , then Isis will be free to develop and commercialize (either on its own or with a Third Partyi) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis ProductGTC shall * * , (yii) SC shall * * Confidential information omitted and filed separately with the [Commission * * , and (iii) * * * * * ***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylam.

Right of First Negotiation. Isis will notify Alnylam in writing once (i) Isis5.4.1 Subject to Section 5.5, if during the period starting on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product the Effective Date and ending on the date that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days following the delivery to Amgen of the first Successful Phase II Study Results with respect to a ROFN Product (the “ROFN 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 the receipt of a Third Party for rights to develop or commercialize such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis ROFN Product. If Alnylam fails , and RBNC has decided to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right such term sheet (each of first negotiation(i) and (ii), a “ROFN Trigger”), then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiationsuch election or receipt, then Isis RBNC will be free to develop and commercialize (either on its own or provide AMGEN with a Third Partyconfidential written notice thereof (“ROFN Trigger Notice”), referencing whether such ROFN Trigger falls within subsection (i) or (ii), identifying the Isis Product; provided ROFN Product that during is the period prior to the latest subject of such ROFN Trigger, and (xa) the initiation of if subsection (i) applies, summarizing [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (zb) in the case of an Isis Product [***] after the commencement of 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 [***] anniversary opportunity 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, or Amgen and RBNC do not enter into an agreement with respect to such ROFN Product prior to expiration of Isis’ notice the 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 Alnylam such ROFN Product under Section 5.3, but the Parties did not enter into an agreement pursuant to Section 5.3 with respect to such ROFN Product, then [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylam. If [***].

Right of First Negotiation. Isis will notify Alnylam If this Lease shall then be unassigned (except to a subsidiary or affiliate of Lessee), in writing once 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 (iit 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 continued 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) Isisor fourth (4th) floor space, additional space on its own with no subsequent rights the third (3rd), fourth (4th) or fifth(5th) floors of the Building becomes available to Third PartiesLessor for leasing to third parties, intends then Lessor shall give to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt Lessee written notice of such notice to notify Isis in writing whether or availability as soon as practicable but not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right of first negotiation, then Isis will be free to develop and commercialize more than twelve (either on its own or with a Third Party12) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period months prior to the latest date of availability, accompanied by Lessor's opinion (xacting reasonably and in good faith) as to the initiation 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 Isis ProductBethesda-Chevy Chase market area, but in no event less than the Monthly Rent (yexpressed as an annual rental rate per square foot) the [***] anniversary 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 commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] 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 [***] anniversary term of Isis’ this Lease for the First Renewal Term pursuant to Section 35 above. Should Lessee fail to 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), time being of the essence, then Lessee's right to lease such available space shall thereupon terminate and be of no force or effect, and Lessor shall be free to lease such available space to any party upon any terms and conditions, subject to Lessee's rights herein with respect to such space the next time it becomes available to Lessor for leasing to third parties. 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 if Lessor and Lessee shall fail to agree on the said fair market rent for such available space within thirty (30) days after Lessor's receipt of Lessee's written notification of its election to 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 Alnylam [***]Lessor within the said ten (10)-day period, Isis 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 not enter into a license or collaboration agreement with a Third Party for 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 Isis Product on available space, then Lessor shall be free to lease such available space to any party upon any terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylamand conditions.

Right of First Negotiation. Isis will notify Alnylam (a) In the event that either Harbinger or Pinnacle or any of their respective Entity Affiliates proposes to Transfer any Securities (other than Transfers permitted by Sections 3.1(a)(ii), and, solely in writing once Pinnacle’s case, also Section 3.1(c)(vi)) (i) Isissuch Transferring party, together with its Entity Affiliates, the “ROFN Seller”), the ROFN Seller shall provide 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 number of Securities proposed to be Transferred (the “ROFN Notice”). For a period of 20 Business Days following receipt of the ROFN Notice (the “ROFN Period”), if and solely to the extent initiated by the ROFN Buyer during the ROFN Period, the ROFN Buyer and the ROFN Seller shall, on its own with no subsequent rights to Third Partiesan exclusive basis, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith with one another regarding a transaction pursuant to which the ROFN Buyer would acquire all, but not less than all, of the Securities to be Transferred by the ROFN Seller as set forth in the ROFN Notice (the “ROFN Transaction”). Unless and until definitive documentation providing for the terms and conditions of a ROFN Transaction is executed and delivered by all parties thereto, (i) 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 non-binding term sheet or letter of intent, or definitive documentation, providing for the terms and conditions of the license or collaboration agreement. IfROFN Transaction, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Partyii) the Isis Product; provided that during ROFN Buyer shall not have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in connection therewith. Notwithstanding the period prior to foregoing, and for the latest avoidance of doubt, (x) the initiation provisions of [***] the Isis Productthis Section 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 (y) the [***] anniversary provisions of this Section 3.5 shall apply to Subsequent Transfers, except that the commencement ROFN Period with respect to such Subsequent Transfers shall be 15 Business Days instead of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylam20 Business Days.

Right of First Negotiation. Isis will notify Alnylam Producer hereby grants to RHI the exclusive right of first negotiation and matching last refusal to acquire the Rights in the Territory after the License Term ("Post-Term Rights") and to acquire the Rights to any television motion picture sequel, prequel or remake of the Program ordered to production within five (5) years of the end of the Term set forth in the Output Agreement ("Output Agreement") attached hereto as Exhibit D (collectively, "Sequel Rights") and the exclusive right of first negotiation only to acquire the Rights in the Territory to any television series based on the Program ordered for production within three (3) years of the end of the Term of the Output Agreement ("Series Rights") as follows: Producer agrees to negotiate with RHI in good faith during the period set forth below (the "Rights Negotiation Period") the terms and conditions upon which the Rights shall be acquired by RHI. Producer agrees that it shall not negotiate with any other party concerning the Rights and shall not exercise or exploit or otherwise dispose of, except as provided in this Agreement, to Rights prior to the end of the Rights Negotiation Period. If, at the end of the Rights Negotiation Period, Producer and RHI have not reached agreement for the acquisition of the Rights, Producer may then negotiate elsewhere for the sale or disposition of the Rights; provided, however, that, with respect to Post-Term Rights and Sequel Rights, Producer may not enter into an agreement with any third party for the Rights on terms equal to or materially less favorable than the terms of RHI's last written offer with respect thereto, if any, without first notifying RHI in writing once ("Producer's Offer Notice") of the terms and conditions of such third-party offer ("Third-Party Offer") and according RHI the right to acquire the Rights upon the terms and conditions of such Third-Party Offer. RHI shall have five (5) business days after the receipt of Producer's Offer Notice to exercise its rights to acquire the Rights on the terms and conditions of such Third-Party Offer by giving Producer written notice of RHI's acceptance thereof. It is specifically understood and agreed that the terms and conditions which RHI shall be obligated to accept in order to meet the terms and conditions of any Third-Party Offer shall only be financial terms and shall not be related to any other property or the services or materials of any person or entity and shall not include terms which cannot be met as easily by one party as by another, except in the event that the non-financial terms of such Third-Party Offer are a condition precedent to receiving a production order for such sequel or prequel to or remake of the Program from a network licensee, providing that Producer shall provide RHI with a writing signed by the network licensee setting forth the terms of such condition precedent, and provided further that it is hereby understood and agreed that Producer shall not seek to obtain such a condition precedent to a production order for a sequel, prequel or remake of the Program so as to frustrate RHI's rights hereunder. If RHI shall fail to accept the terms and conditions of such Third-Party Offer in writing within such period, Producer shall thereafter be free to enter into an agreement with such third-party upon the terms of such Third-Party Offer provided, however, that if Producer and such third-party shall not enter into such agreement within thirty (30) days following the earlier of (i) Isis, on its own with no subsequent rights receipt by Producer of written notice from RHI that it does not wish to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product accept the terms and conditions of such Third-Party Offer or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt expiration of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right of first negotiationfive (5) business day period without response from RHI, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall Producer may not enter into a license or collaboration such agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable third-party without first according RHI, pursuant to the Third Party than procedures in this Paragraph 13, the right to acquire the Rights on the terms on which Isis most recently offered in writing and conditions of such Third-Party Offer. The aforesaid procedure shall be repeated ad infinitum with respect to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylam.each Third-Party Offer. The Rights Negotiation Period shall be as follows:

Right of First Negotiation. Isis o Hoechst AG or a designated affiliate or subsidiary (with the exception of Xxxx Xxxxxxx as discussed further below) will notify Alnylam in writing once have a right of first negotiation for a period of sixty (i60) Isis, on its own with no subsequent rights days after notice from the Joint Venture or other joint relationship to Third Parties, intends contract for the right to initiate [***] Confidential material redacted and separately filed with the Commission. o market and sell products in the Agreement Field resulting from the R&D Collaboration before rights to such products will be offered to third parties. o Notwithstanding the foregoing Right of First Negotiation, in recognition of Xxxxxxx's Joint Venture with Xxxxxx Xxxxxxxxx and Company and CR&T's relationship with Xxxx Xxxxxxx, the parties agree that the Nanogen/Xxxxxx Xxxxxxxxx Partnership and Dade Xxxxxxx will have an equal opportunity to compete for sales and marketing rights on products in the Agreement Field before an Isis Product that is exclusive arrangement would be offered to one or the other party or to a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration third party. o All such negotiations conducted pursuant to the foregoing Right of First Negotiation shall be conducted on an [***] an Isis Double Stranded RNA Product before arms length basis. EQUITY/WARRANTS o CR&T agrees to purchase shares in a private placement concurrent with Xxxxxxx's Initial Public Offering in the amount of $10 million, at the IPO price to the public. In no event shall Hoechst's ownership in Nanogen prior to the time of the first sale of the first commercial product sold by or during clinical development through the Joint Venture or commercialization other joint relationship exceed 20%. o In recognition of CR&T's exclusive commitment to Nanogen in the Agreement Field with no subsequent rights respect to Third Partiesthe R&D Collaboration, Nanogen will issue warrants to CR&T to purchase Nanogen Common Stock after the IPO on the following general terms, the specifics of which shall be agreed to between the parties. Alnylam Nanogen will have [***] issue five-year warrants to CR&T to purchase a specified number of shares of Nanogen Common Stock at the specified premiums to the market price (the "Strike Price") as follows: o The parties will immediately commence discussions regarding the preparation of a definitive Collaborative Research and Development Agreement. It is the intention of the parties to conclude such definitive Agreement within ninety (90) days from the receipt effective date of such notice this Letter Agreement. Upon execution of the definitive Collaborative Research and Development Agreement, Nanogen will issue CR&T a warrant to notify Isis in writing whether or not Alnylam wishes purchase 1% of the outstanding shares of Nanogen Common Stock on the date hereof, assuming the conversion of all outstanding shares of Nanogen Preferred Stock into shares of Nanogen Common Stock at the applicable conversion ratio (the "Outstanding Shares") at a 25% premium to negotiate with Isis regarding market price on the development and/or commercialization date of such Isis Productexecution ("First Warrant Strike Price"). If Alnylam fails to respond to Isis’ notice within Xxxxxxx's stock price on any subsequent trading day exceeds the [***] days First Warrant Strike Price by 50% or if Alnylam declines in writing to more, CR&T must exercise its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, warrant no later than the Parties will negotiate in good faith the terms end of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylamnext fiscal year.

Right of First Negotiation. Isis will notify Alnylam 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 writing once humans or in animals (an "Ophthalmic Application") and the Seller subsequently seeks to license, sell or otherwise enter into any agreement, including without limitation, a joint development, commercialization or marketing agreement or other strategic partnership or relationship with any Unrelated Person (each a "Strategic Transaction") relating to the Ophthalmic 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 "First Negotiation Notice"). If Buyer shall, within sixty (60) days after its receipt of the First Negotiation Notice, provide written notice to Seller that it desires to negotiate rights to the Ophthalmic Application ("Buyer's Interest Notice"), Seller shall promptly commence negotiations with Buyer in good faith with respect to the licensing, sale or other development, commercialization or marketing of such Ophthalmic Application (the "Good Faith Negotiations"). Seller shall not inform, provide information to, or enter into any discussions or negotiations with any Person about such Ophthalmic Application at any time prior to the later of (i) IsisSeller's failure to receive Buyer's Interest Notice within sixty (60) days after Buyer's receipt of the First Negotiation Notice, on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] ninety (90) days from the after Seller's receipt of Buyer's Interest Notice if Seller shall promptly have commenced and continued the Good Faith Negotiations (the "90 Day Period"), and (iii) one hundred and twenty (120) days after Seller shall have commenced and continued the Good Faith Negotiations if Seller did not commence and continue the Good Faith Negotiations promptly after Seller's receipt of Buyer's Interest Notice (the "120 Day Period"). If, at the end of the 90 Day Period or the 120 Day Period, 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 notice Ophthalmic Application, and there shall be no further rights of first negotiation hereunder with respect to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the such Ophthalmic Application, even at later stages of development and/or commercialization of such Isis Productsubstance or the formulation of such substance; provided, however, Seller shall not 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. If Alnylam fails to respond to Isis’ notice within Notwithstanding the [***] days or if Alnylam declines in writing to exercise its foregoing, the right of first negotiationnegotiation set forth herein shall not apply to any Ophthalmic Application of an Affiliate of Seller that becomes an Affiliate by virtue of a transaction in which such Affiliate obtains control over Seller (a "Parent Affiliate"), then Isis will be free except to develop the 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 Seller controlled by Seller prior to the acquisition of Seller by a Parent Affiliate and commercialize (either on its own or with a Third Partyy) Buyer was not previously afforded the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free negotiation with respect to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to AlnylamOphthalmic Application.

Right of First Negotiation. Isis will notify Alnylam If the Call Option is not exercised during the Call Option Period with respect to the Call Option Shares, then the Company, at the direction of MSEC in writing once its capacity as the representative of the Call Option Grantors, would have the right to retain an investment bank to assist in selling and marketing a Sale of the Company; provided that, prior to commencing the Sale of the Company process, Neptune shall be afforded a thirty (i30)-day right of first negotiation (such right, the “ROFN”; such time period, the “ROFN Period”) Isisto exclusively negotiate with the Company and/or MSEC and to make an offer for a Sale of the Company. In the event MSEC and Neptune, following good faith discussions, are unable to come to an agreement with respect to the principal terms of a Sale of the Company on its own or before the expiration of the ROFN Period, MSEC shall be permitted to negotiate a Sale of the Company transaction with no subsequent rights to an Independent Third PartiesParty; provided that, intends to initiate [***] if Neptune made an offer for the Sale of the Company during the ROFN Period, and thereafter MSEC or the Company receive an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from offer for the receipt Sale of such the Company, then MSEC shall promptly provide written notice to notify Isis Neptune stating that it has received an offer and specifying: (1) the name of the Person who has made an offer for the Sale of the Company, (2) the purchase price (including the per-share purchase price if applicable) and the other material terms and conditions of the Sale of the Company, including a description of any non-cash consideration in writing whether or not Alnylam wishes sufficient detail to negotiate with Isis regarding permit the development and/or commercialization valuation thereof, and (3) the proposed date and time of such Isis Productthe closing of the Sale of the Company “ROFN Notice”). If Alnylam fails the offer for a Sale of the Company is for a lower price than Neptune’s highest offer (such offers to respond be compared on the basis of a sale of 100% of the Company’s capital stock or assets, as the case may be, and subject to Isis’ the reasonable valuation of non-cash and contingent consideration offered therein), then Neptune shall have a right of first refusal to consummate a Sale of the Company transaction at a price resulting in consideration of the same value as would have been paid in such offer to the other Stockholders by providing written notice thereof to MSEC within twenty (20) days following Xxxxxxx’s receipt from MSEC of the [***] days or if Alnylam declines in writing ROFN Notice. If Neptune elects to not exercise its right of first negotiationrefusal, then Isis will be free MSEC may proceed with the Sale of the Company to develop such Independent Third Party at such lower price; provided that if the price offered by such Independent Third Party is reduced or the terms and commercialize (either on its own conditions of such Sale of the Company are materially modified, or if another Person makes an offer for the Sale of the Company, MSEC must again provide notice to Neptune as described above and, if applicable in accordance with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. Ifthis Section 5(f), despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its Neptune must again be granted a right of first negotiation, then Isis will be free refusal to develop and commercialize (either on its own or with a Third Party) consummate the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary Sale of the commencement Company. The Sale of [***] for the Isis Product or (zCompany under this Section 5(f) would be in the case form of a bring-along sale pursuant to this Section 5 (i.e., an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable TermsApproved Sale”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylam).

Right of First Negotiation. Isis will notify Alnylam (a) Application for 12-5 Status; PRC ROFN. BeiGene shall apply for national priority project status in writing once the PRC Territory under the twelfth or thirteenth five-year plan of the People’s Republic of China (i“12-5 Status”) Isisfor its BGB-290 PARP Program. Provided that the BGB-290 PARP Program receives 12-5 Status within twenty-four (24) months after the Effective Date, on its own then BeiGene shall retain the right to Commercialize Product in the PRC Territory, and Company shall have the first right to negotiate with no subsequent BeiGene with respect to rights under the Beigene Technology to Third Partiesresearch, intends Develop, and Manufacture and Commercialize Collaboration Compound and Product in the PRC Territory as set forth in this Section 2.3 (the “PRC ROFN”). Prior to initiate [***] for an Isis Product that is a Double Stranded RNA Product BeiGene negotiating with or (ii) if entertaining offers from a Third Party with which Isis has respect to any such rights, BeiGene shall first notify Company and shall negotiate solely and in good faith with Company to grant Company a Development license to Develop, Manufacture and Commercialize Collaboration or Compound and Product in the PRC Territory for a collaboration on an period commencing with the date Company receives notice from BeiGene and expiring [...***...] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have ([...***] ...]) days from thereafter (the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product“ROFN Period”). If Alnylam fails the Parties are unable to respond to Isis’ notice agree on substantive terms within the [***] days or if Alnylam declines in ROFN Period, Company shall promptly reduce to writing its last offer to BeiGene and provide such writing to exercise its right of first negotiationBeiGene, then Isis will and BeiGene shall be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration an agreement with a Third Party for the acquisition of such Isis Product on rights in the PRC Territory by such Third Party, provided that (i) the financial terms of such agreement shall be more favorable to BeiGene in the aggregate by at least [...***...] ([...***...]) of the aggregate of those financial terms last offered by Company and (ii) *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the Securities Exchange Commission. such agreement is entered into within the period commencing with the expiration of the ROFN Period and expiring [...***...] thereafter (the “More Favorable TermsUnrestricted Period”) that are in the aggregate materially more favorable ). BeiGene shall not be permitted to the Third Party than disclose the terms on which Isis most recently offered in writing of Company’s offer to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylamany Third Party.

Right of First Negotiation. Isis will notify Alnylam Baxter hereby grants to EKR a Right of First Negotiation with respect to the development and/or commercialization, anywhere in writing once (i) Isisthe world, on its own with no subsequent rights to Third Partiesof formulations containing the EKR Compound that are presented in Xxxxxx’x [***], intends to initiate [***], or [***] for an Isis Product that is a Double Stranded RNA Product container systems, or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an in Xxxxxx’x [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization syringe. For the purposes of this Section 13.4 only, the term “Right of First Negotiation” shall mean the following: If Baxter wishes to undertake any of the foregoing activities, then Baxter shall provide written [***] Confidential portions of the exhibit have been omitted and filed separately with no subsequent rights the Securities and Exchange Commission. notice to Third PartiesEKR of its intent, including without limitation a description of its intended activities sufficient detail to permit EKR to analyze the commercial, regulatory and scientific feasibility of such proposed activities (the “Baxter ROFN Notice”). Alnylam will EKR shall have [***] days from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the ([***]) [***] days from receipt of the Baxter ROFN Notice (the “EKR Evaluation Period”) to notify Baxter in writing that EKR is interested in negotiating a transaction with Baxter concerning such activities (the “EKR ROFN Notice”), provided that if EKR does not issue a EKR ROFN Notice or if Alnylam declines in writing to exercise its right of first negotiationROFN, then Isis will be free Baxter shall thereafter have the right to develop and commercialize (either on its own pursue the activities in the Baxter ROFN Notice itself or with a Third Party) the Isis Productany third party. If Alnylam wishes to negotiate EKR issues a license or development or commercialization rights in such Isis Product, EKR ROFN Notice within the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiationEKR Evaluation Period, then Isis will be free to develop Baxter and commercialize (either on its own or with EKR shall, for a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z]) in the case of an Isis Product [***] after Xxxxxx’x receipt of the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license EKR ROFN Notice or collaboration agreement with a Third Party for such Isis Product longer period as Baxter and EKR may agree in writing, negotiate exclusively and in good faith with each other to execute a binding written agreement on commercially reasonable terms (covering such activities. If the “More Favorable Terms”) that are in Parties fail to execute a binding agreement during such period, Baxter shall have the aggregate materially more favorable right to the Third Party than the terms pursue such activities on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylamits own or with any third party.

Right of First Negotiation. Isis will notify Alnylam in writing once Seller hereby grants to Buyer a first right to negotiate (i"First Right of Negotiation") Isisan agreement to manufacture, on its own with no subsequent rights license, distribute and/or sell (collectively, to Third Parties"Commercialize") any product or service developed by Seller related to cataract surgery outside of the Field (a "New Product"). If at anytime following Closing, Seller intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or Commercialize any New Product, Seller shall first give written notice (ii"Negotiation Notice") if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third PartiesBuyer of its intention. Alnylam Buyer will have [***] a period of ninety (90) days from following the receipt of the Negotiation Notice to conduct a due diligence investigation relating to any such notice New Product and to notify Isis Seller in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing Buyer's election to exercise its right First Right of first negotiation, then Isis will be free to develop and commercialize Negotiation (either on its own or with a Third Party) "Notice of Election"). Upon timely delivery of the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis ProductNotice of Election by Buyer, the Parties will parties shall, for a period of not less than ninety (90) 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 agreement and execute such definitive agreement during the Negotiation Period, Seller may negotiate and execute an agreement with any third party to Commercialize such New Product; provided, however, that for a period of twelve (12) months following the expiration of the license or collaboration agreement. IfNegotiation Period, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis Seller shall not (except with the prior written consent of Buyer) enter into a license or collaboration an agreement with a Third Party for to Commercialize such Isis New Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party terms and conditions than the terms on which Isis most recently those last offered in writing to grant Seller by Buyer during the Negotiation Period. In the event that Seller fails to enter into an agreement with a third party to Commercialize such rights New Product within a period of twelve (12) months following the expiration of the Negotiation Period, Seller shall be required to Alnylam without first offering offer Buyer another First Right of Negotiation with respect thereto, and the More Favorable Terms to Alnylamforegoing process shall be repeated.

Right of First Negotiation. Isis will notify Alnylam in writing once (ia) IsisSubject to Section 1.6(b), on its own with no subsequent rights if the Parent determines to Third Partiesoffer for sale, intends to initiate [***] for an Isis Product separately from a Sale of the Parent, all or substantially all of the offender management software business of Syscon that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days was purchased from the receipt of such notice Seller pursuant to notify Isis in writing whether or not Alnylam wishes the Purchase Agreement (the “Syscon Business”) at any time during the period commencing on the date hereof and ending on December 31, 2011 (the “Option Period”), Xx. Xxxxx shall have the right to make an offer to the Parent to purchase the Syscon Business and to negotiate with Isis regarding the development and/or commercialization Parent with respect thereto, all on the terms and conditions set forth in this Section 1.6 (the “Negotiation Right”). Upon the Parent’s determination to offer for sale, separately from a Sale of such Isis Productthe Parent, all or substantially all of the Syscon Business, the Parent shall provide Xx. Xxxxx written notice thereof (the “Offer Notice”), which shall be accompanied by a form of Confidentiality Agreement with terms and conditions as are customary for similar agreements (the “Confidentiality Agreement”). Xx. Xxxxx shall have ten (10) Business Days after the date of the Offer Notice to return to the Purchaser a duly executed copy of the Confidentiality Agreement (“Sully Response”). If Alnylam fails Xx. Xxxxx timely delivers to respond to Isis’ notice the Parent the Sully Response, within ten (10) Business Days of receipt of the [***] days or if Alnylam declines in writing to exercise its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis ProductSully Response, the Parties will Parent shall provide Xx. Xxxxx a copy of any then existing offering memorandum with respect to the Syscon Business, or, if no such offering memorandum then exists, a copy of the most recent financial statements of the Syscon Business and such other documents and information as Xx. Xxxxx shall reasonably request (the “Disclosure Materials”). The Parent and Xx. Xxxxx, including Xx. Xxxxx’x representatives and associates, shall negotiate in good faith for the terms purchase and sale of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] Syscon Business for up to thirty (30) days from Alnylam’s exercise of its right of first negotiation, then Isis will be free the date the Disclosure Materials are delivered to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms Xx. Xxxxx (the “More Favorable TermsExclusivity Period”) that are in ). During the aggregate materially more favorable to Exclusivity Period, the Third Party Parent shall not solicit or negotiate with any other Person for a sale of the Syscon Business, other than as part of a Sale of the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to AlnylamParent.

Right of First Negotiation. Isis will notify Alnylam in writing once (i) IsisIn the event that during the Term hereof Xxxxxx Xxxxx determines to enter into a license, on its own with no subsequent rights to Third Parties, intends to initiate [***] collaboration or distribution agreement for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from purposes of the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of a product containing an enantiomer of Milnacipran other than the Compound (the “New Product”) in the Territory or determines to undertake such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days commercialization itself (or if Alnylam declines in writing to exercise its right of first negotiation, then Isis will be free to develop through an Affiliate) and commercialize (either on its own or not with a Third Party, Xxxxxx Xxxxx shall (or shall cause such Affiliate to) the Isis Product. If Alnylam wishes so notify Forest in writing and shall offer to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith with Forest Commercially Reasonable terms and conditions on which Forest may acquire exclusive rights or partnership with Xxxxxx Xxxxx or its Affiliate to develop, commercialize and distribute such New Product in the terms of Territory. In the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not event that the Parties are unable to reach agreement on such terms and condition within [***] days from Alnylam’s exercise of its right the date of first negotiationsuch notice (the “First Negotiation Period”), then Isis will be free subject to develop Sections 2.5 and commercialize 2.6, Xxxxxx Xxxxx (either on or its own or Affiliates) shall have the right to proceed with such commercialization and distribution by itself and without the participation of Forest; provided, however, that Xxxxxx Xxxxx shall not (and shall cause its Affiliates not to) enter into any agreement granting rights to a Third PartyParty to commercialize or distribute a New Product (a “Third Party Agreement”) without having first (i) offered Forest the Isis Product; provided that during opportunity to enter into an agreement with Xxxxxx Xxxxx (or any such Affiliate) on substantially the period prior to same terms and conditions as are contained in the latest of Third Party Agreement, and (xii) the initiation of given Forest not less than [***] the Isis Product, (y) the to accept or reject such offer. If Forest fails to accept such offer in writing within such [***] anniversary period (the “First Refusal Period”), then subject to Sections 2.5 and 2.6, Xxxxxx Xxxxx (or its Affiliate) shall have the right to enter into such Third Party Agreement provided there have been no material changes in the terms and conditions thereof. In the event that Xxxxxx Xxxxx (or any of its Affiliates) has not itself actively commenced commercialization or distribution of the commencement of New Product within [***] for of the Isis Product end of the First Negotiation Period or (z) in the case event that Xxxxxx Xxxxx or any of an Isis Product its Affiliates has not entered into a Third Party Agreement within [***] after of the commencement end of [***]the First Refusal Period with respect to such Agreement, then and in any such events, the [***] anniversary provisions of Isis’ notice this Section 2.4 shall apply to Alnylam [***]any subsequent proposal by Xxxxxx Xxxxx to directly or indirectly commercialize or distribute the New Product. For purposes of determining the commercial reasonableness of any terms and conditions proposed in negotiations between the Parties in the event of the proposed commercialization of such New Product by Xxxxxx Xxxxx itself, Isis the terms and conditions of this Agreement as they reflect the sharing of value between Xxxxxx Xxxxx and Forest with respect to the rights to the Product in the Territory shall not enter into a license or collaboration agreement with a Third Party be deemed Commercially Reasonable terms for such Isis New Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable Territory and shall be applied to the Third Party than negotiations with respect to any such transaction irrespective of the terms on which Isis most recently offered in writing to grant such form of the proposed transaction, taking into account then applicable differences, including, but not limited to, market value, competitive conditions, proprietary rights to Alnylam without first offering active ingredients or technology, the More Favorable Terms to Alnylamstage of development of the New Product and the effect upon the value of the licenses granted hereunder.

Right of First Negotiation. Isis will notify Alnylam If the Call Option is not exercised during the Call Option Period with respect to the Call Option Shares, then the Company, at the direction of MSEC in writing once its capacity as the representative of the Call Option Grantors, would have the right to retain an investment bank to assist in selling and marketing a Sale of the Company; provided that, prior to commencing the Sale of the Company process, Neptune shall be afforded a thirty (i30)-day right of first negotiation (such right, the “ROFN”; such time period, the “ROFN Period”) Isisto exclusively negotiate with the Company and/or MSEC and to make an offer for a Sale of the Company. In the event MSEC and Neptune, following good faith discussions, are unable to come to an agreement with respect to the principal terms of a Sale of the Company on its own or before the expiration of the ROFN Period, MSEC shall be permitted to negotiate a Sale of the Company transaction with no subsequent rights to an Independent Third PartiesParty; provided that, intends to initiate [***] if Neptune made an offer for the Sale of the Company during the ROFN Period, and thereafter MSEC or the Company receive an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from offer for the receipt Sale of such the Company, then MSEC shall promptly provide written notice to notify Isis Neptune stating that it has received an offer and specifying: (1) the name of the Person who has made an offer for the Sale of the Company, (2) the purchase price (including the per-share purchase price if applicable) and the other material terms and conditions of the Sale of the Company, including a description of any non-cash consideration in writing whether or not Alnylam wishes sufficient detail to negotiate with Isis regarding permit the development and/or commercialization valuation thereof, and (3) the proposed date and time of such Isis Productthe closing of the Sale of the Company “ROFN Notice”). If Alnylam fails the offer for a Sale of the Company is for a lower price than Neptune’s highest offer (such offers to respond be compared on the basis of a sale of 100% of the Company’s capital stock or assets, as the case may be, and subject to Isis’ the reasonable valuation of non-cash and contingent consideration offered therein), then Neptune shall have a right of first refusal to consummate a Sale of the Company transaction at a price resulting in consideration of the same value as would have been paid in such offer to the other Stockholders by providing written notice thereof to MSEC within twenty (20) days following Xxxxxxx's receipt from MSEC of the [***] days or if Alnylam declines in writing ROFN Notice. If Neptune elects to not exercise its right of first negotiationrefusal, then Isis will be free MSEC may proceed with the Sale of the Company to develop such Independent Third Party at such lower price; provided that if the price offered by such Independent Third Party is reduced or the terms and commercialize (either on its own conditions of such Sale of the Company are materially modified, or if another Person makes an offer for the Sale of the Company, MSEC must again provide notice to Neptune as described above and, if applicable in accordance with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. Ifthis Section 5(f), despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its Neptune must again be granted a right of first negotiation, then Isis will be free refusal to develop and commercialize (either on its own or with a Third Party) consummate the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary Sale of the commencement Company. The Sale of [***] for the Isis Product or (zCompany under this Section 5(f) would be in the case form of a bring-along sale pursuant to this Section 5 (i.e., an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable TermsApproved Sale”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylam).

Right of First Negotiation. Isis will notify Alnylam If an Initial Member (the "Selling Initial Member") desires to Transfer, directly or indirectly, in whole or in part, its interest in the Company (the "Offered Initial Member Interest") to a third party other than a Permitted Transferee that would trigger paragraphs 16(d) or (f), the Selling Initial Member shall first give written notice (the "Negotiation Notice") to the other Initial Member ("RFN Initial Member") of its desire to so sell the Offered Initial Member Interest. Upon receipt of the Negotiation Notice, the RFN Initial Member may attempt to negotiate the purchase of all but not less than all of the Offered Initial Member Interest for a period of ten (10) Business Days or such shorter or longer period as agreed in writing once by the Initial Members (i"Negotiation Period"). The Selling Initial Member shall have no obligation of any kind to sell or to reach an agreement to sell the Offered Initial Member Interest to the RFN Initial Member. The consummation of any sale negotiated within the Negotiation Period pursuant to this paragraph 16(c) Isisshall be made free of the restrictions and requirements of paragraphs 16(d), on (e) and (f) and must be consummated within thirty (30) Business Days following the end of the Negotiation Period (except as such time period must be extended to comply with Hart-Scott-Rodino or other regulatory filings or by mutual written xxxxxxxxx xx xxx Initial Members). If (a) the Selling Initial Member, in its own with no subsequent rights sole discretion, does not agree to Third Parties, intends sell the Offered Initial Member Interest to initiate [***] for an Isis Product that is a Double Stranded RNA Product the RFN Initial Member within the Negotiation Period or (iib) if a Third Party any agreed sale is not consummated within the 30 Business Day period (as may be extended per the above), the Selling Initial Member shall have the right to Transfer the Offered Initial Member Interest to any other party, subject to paragraphs 16(b), (d), (e) and (f). The Selling Initial Member will not again be subject to this paragraph 16(c) with which Isis respect to any proposed Transfer of the Offered Initial Member Interest unless more than one hundred eighty (180) days has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days elapsed from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms expiration of the license Negotiation Period. Nothing contained in this paragraph 16(c) shall in any way limit an Initial Member's rights regarding an Offer Transfer Notice or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize Co-Sale Notice (either on its own or with a Third Partyeach as defined below) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylaminitiated by another Member.

Right of First Negotiation. Isis will notify Alnylam 8.1 Except for products for which IG has commenced discussions with third parties prior to the Effective Date, as disclosed to ABG in writing once writing, in the event that IG at any time during the Term of this Agreement wishes to enter into a business arrangement for a product (a "Future Product") (i) Isisfor use outside of the Licensed Field, on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if that IG plans to market as its own product but is seeking a Third Party to assist with which Isis has a Development Collaboration marketing or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt of such commercialization, then IG shall give written notice to notify Isis ABG specifying in writing reasonable detail the proposed or existing Future Product (the "IG Notice"). ABG shall have thirty (30) days after the date of the IG Notice to provide a written response to IG (the "ABG Response") as to whether or not Alnylam it wishes to negotiate enter into negotiations with Isis regarding IG with respect to such rights. If the development and/or ABG Response is not received within the thirty (30) day response period or if ABG declines to enter into negotiations, IG shall thereafter have the right, alone or in collaboration with a third party, to pursue the development, commercialization or licensing of such Isis the Future Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam ABG Response states that ABG wishes to negotiate a license or development or commercialization rights in such Isis Productenter into negotiations with IG, the Parties will shall negotiate exclusively and in good faith the terms of a business arrangement for such Future Product for a period of sixty (60) days from the license or collaboration agreementdate of the ABG Response. If, despite good faith negotiations, Alnylam and Isis If the Parties do not reach agree upon and execute a written agreement within [***] days from Alnylam’s exercise the sixty (60) day negotiation period, as such period may be extended by written agreement of its right of first negotiationboth Parties, then Isis will be free ABG shall, within ten business days following the expiration of such period, deliver to develop IG a proposal (the "ABG Proposal") containing the material terms on which ABG proposes to enter into a business arrangement for the Future Product. If IG accepts such ABG Proposal, then it shall so notify ABG and commercialize the parties shall promptly enter into a binding written agreement containing the terms of the ABG Proposal. If IG does not accept the ABG Proposal, then it shall so notify ABG, whereupon IG shall have the right to negotiate with (either but not disclose the terms of the ABG Proposal to) any third party, and consider such proposal from a third party (the "Third Party Proposal") containing the material terms on its own or which the third party proposes to enter into a business arrangement with a Third Party) the Isis respect to such Future Product; provided that during IG shall not accept the period prior to Third Party Proposal or any agreement related thereto, unless and until IG determines in good faith that the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary terms of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that Proposal, taken as a whole, are in the aggregate materially more favorable to the Third Party IG than the terms on of the ABG Proposal, taken as a whole, recognizing the principle that ABG is the preferred partner in all circumstances in which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylamproposals are roughly comparable. 9 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

Right of First Negotiation. Isis will notify Alnylam In the event Cardiokine at any time seeks or determines to enter into a marketing partnership, co-promotion or other equivalent or similar arrangement (a “Marketing 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 negotiating with any Third Party for such Marketing Partnership. Cardiokine shall also provide ‘to Wyeth, together with such written notice, an electronic copy of the NDA submitted to the FDA for such Licensed Product (if one has been submitted at the time of such Initial Notice) as well as the market studies and reports and other similar or related information and data in writing once respect of such Licensed Product in Cardiokine’s or its Affiliates’ possession or control in order for Wyeth to determine its interest in entering into a Marketing Partnership with Cardiokine. All such information provided to Wyeth hereunder shall be deemed to be Confidential Information of Cardiokine. Wyeth shall have [####]from the date of its receipt of the 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 “Exercise Notice”). If 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) Isis, on its own with no subsequent rights Wyeth fails to Third Parties, intends to initiate give an Exercise Notice within the foregoing [***] for an Isis Product that is a Double Stranded RNA Product ####]period or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice Parties are unable, within the foregoing [***] days ####], to enter into a term sheet or letter of intent setting forth the principal terms of the Marketing Partnership to be entered into, or (iii) if Alnylam declines in writing the Parties are unable to exercise its right enter into a definitive agreement setting forth all the terms and conditions of first negotiationthe Marketing Partnership within [####]after entering into said term sheet or letter of intent, then Isis will Cardiokine shall be free to develop negotiate and commercialize enter into an agreement for a Marketing Partnership for such Licensed Product (either on its own or the “Marketing Partnership Agreement”) with a any Third Party) ; provided that the Isis Productterms of 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 Alnylam wishes the terms of the Marketing Partnership Agreement with the Third Party, taken as a whole, are less favorable to negotiate Cardiokine than those last offered to Wyeth or proposed by Wyeth, then Cardiokine may offer such terms (the “Alternative Offer”) to Wyeth, and if 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 license or development or commercialization rights in Marketing Partnership Agreement, then Cardiokine shall be free to enter into such Isis ProductMarketing Partnership Agreement with such Third Party. In the event that Wyeth gives Cardiokine the Second Exercise Notice, the Parties will parties shall negotiate in good faith the terms of the license or collaboration agreement. Iffor a period not to exceed [####], despite good faith negotiationsunless otherwise mutually agreed, Alnylam and Isis do if a definitive Marketing Partnership Agreement shall not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiationbe concluded, then Isis will Cardiokine shall be free entitled to develop and commercialize (either on its own or enter into such Agreement with a the Third Party) the Isis Product; provided that during the period prior . The provisions applicable to the latest Cardiokine under this Article 6 shall also apply to any Affiliate of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product Cardiokine to which Cardiokine has granted or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such otherwise extended its rights to Alnylam without first offering the More Favorable Terms to Alnylamhereunder.

Right of First Negotiation. Isis will If Auxilium wishes to Develop and Commercialize the Product for sale in the Territory in an indication outside the Field (a “New Indication”), then Asahi and Auxilium shall negotiate with respect to such New Indication in the Territory pursuant to this Section 2.6. Auxilium shall notify Alnylam Asahi in writing once in the event it wishes to Develop and ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. EXECUTION VERSION Commercialize the Product in such New Indication in the Territory, and Asahi shall notify Auxilium in writing within twenty-eight (28) days after receipt of such notice whether or not it desires to enter negotiations as set forth in this Section 2.6. If Asahi exercises such right of negotiation in accordance with this Section 2.6, the Parties shall negotiate in good faith (but subject to each Party’s final management approval which can be given in their absolute discretion) the terms of a definitive agreement regarding the Development and Commercialization of such Product in the Territory, including the financial terms thereof (such as applicable upfront and milestone payments). If Auxilium and Asahi are unable to enter into a definitive agreement with respect to such transaction within sixty (60) days after receipt of the said notice by Asahi (or such longer period as may be mutually agreed upon by the Parties), then Auxilium (either itself, or with its Affiliates or Third Parties) shall be permitted to Develop and/or Commercialize such New Indication in the Territory in each case. The Parties further agree and acknowledge that nothing contained in this Section 2.6 shall prohibit Auxilium from (and this Section 2.6 shall not apply with respect to) (i) IsisDeveloping or Commercializing the Product in a New Indication outside the Territory, on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration Developing or a collaboration on an [***] an Isis Double Stranded RNA Commercializing the Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) non-human uses anywhere in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party world for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylamany indication.

Right of First Negotiation. Isis At any time beginning on the Effective Date, Celgene will notify Alnylam have the right of first negotiation (“ROFN”) with respect to 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 writing once any format) (“IP”) or other assets related to Tengion's Neo-Urinary Conduit program (an “NUC Transaction”), provided, however, that an NUC Transaction shall not include: (i) Isisthe Transfer of (a) IP exclusively related to Tengion development programs other than the Neo-Urinary Conduit and (b) any IP, on its own 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 no subsequent rights 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 Third Parties, intends the Neo-Urinary Conduit "field of use") to initiate [***] for an Isis Product such IP to the extent that is a Double Stranded RNA Product such IP relates to Neo-Urinary Conduit; or (ii) if a Third Party Change in Control Transaction. Accordingly, before entering into an NUC Transaction with which Isis has any third party, Tengion shall notify Celgene in writing that it may pursue such a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will potential NUC Transaction and Celgene shall have [***] fifteen (15) days from the receipt of such notice (“Notice of Interest Period”) to notify Isis 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 timely Notice of Interest, then the Parties shall negotiate exclusively, reasonably and in writing whether good faith concerning the terms of an NUC Transaction for a period of sixty (60) days (“Negotiation Period”). If Celgene (a) gives notice that it does not wish to pursue an NUC Transaction, (b) fails to give a timely Notice of Interest, or not Alnylam wishes (c) gives a timely Notice of Interest but the Parties fail to reach agreement on the terms of an NUC Transaction or to execute a 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 whole, 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. 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 with Isis regarding the development and/or commercialization and finalize definitive agreements. For avoidance of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right of first negotiationdoubt, then Isis will be free to develop and commercialize (either on its own or with a Third Partya) the Isis Productrights and obligations described in this Section 1 shall apply to any notice of Tengion’s intent to pursue an NUC Transaction delivered on and after the Effective Date, 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 this Section 1. If Alnylam wishes Notwithstanding anything to negotiate a license or development or commercialization rights in such Isis Productthe contrary, the Parties will negotiate in good faith agree that the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will ROFN shall automatically be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall reinstated if Tengion does not enter into a license or collaboration definitive agreement for an NUC Transaction with a Third Party for third party within six (6) months after the then most-recent ROFN Expiration. For purposes of this Agreement, a Change in Control Transaction shall mean: (1) the sale of all or substantially all of the 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 outstanding voting power immediately prior to such Isis Product on terms transaction do not own a majority of the outstanding voting power of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, or (3) the “More Favorable Terms”) that are in sale of all of the aggregate materially more favorable stock of Tengion to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylaman unrelated person or entity.

Right of First Negotiation. Isis Junshi hereby grants to 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 consultant, contract manufacturing organization, contract research organization, or other similar type contractor acting for or on behalf of Junshi or its Affiliates, to Develop or Commercialize one or more Antibodies Controlled by Junshi or any of its Affiliates directed to CD112r or CTLA-4 (a “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 Alnylam Coherus in writing once 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 Coherus provides a ROFN Exercise Notice to Junshi within such 30 day period indicating its desire to negotiate for such rights to the applicable ROFN Product in the applicable ROFN Jurisdiction, then (a) upon Coherus’ request, Junshi will (i) Isiswithin 20 Business Days of Coherus’ request, on its own provide Coherus with no subsequent rights other information and documentation reasonably requested by Coherus relating to Third Parties, intends to initiate [***] for an Isis such ROFN Product that is a Double Stranded RNA Product or and ROFN Jurisdiction; and (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or afford Coherus and its representatives reasonable access during clinical development or commercialization with no subsequent rights normal business hours to Third Parties. Alnylam Junshi’s personnel; and (b) Coherus will have [***] the exclusive right for 100 ​ ​ ​ days from the date of Junshi’s receipt of such notice the ROFN Exercise Notice to notify Isis in writing whether enter into an agreement or not Alnylam wishes amendment to negotiate this Agreement, as applicable, with Isis regarding respect to the development and/or commercialization Exploitation by Coherus of such Isis ProductROFN Product in such ROFN Jurisdiction. If Alnylam fails If, with respect to respond a ROFN Product in a ROFN Jurisdiction, either (A) Coherus does not provide the ROFN Exercise Notice to Isis’ notice Junshi within such 30 day period, or (B) Coherus and Junshi do not agree on terms under which Coherus would be granted the right to Exploit such ROFN Product in such ROFN Jurisdiction within the [***] days or if Alnylam declines 100 day negotiation period after having conducted such negotiations in writing to exercise its right of first negotiationgood faith, then Isis then, in each case ((A) and (B)), Junshi will be free to develop enter into negotiations and commercialize an agreement with one or more Third Parties relating to a grant of rights to Develop or Commercialize such ROFN Product (either on its own or with a Third Partyto Develop or Commercialize any such ROFN Product itself) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to AlnylamROFN Jurisdiction.

Right of First Negotiation. Isis will notify Alnylam in writing once (i) Isis, on its own with no subsequent rights Bridge hereby grants to Third Parties, intends to initiate [***] for an Isis Product that is the Company a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right of first negotiationnegotiation during the Exclusivity Period (“ROFN”) with respect to the Offered Assets as set forth in this Section 3.1. Subject to the exclusivity restriction set forth in Section 2, then Isis will 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 free reasonably useful for the Company to develop and commercialize (either on determine its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights interest in such Isis ProductTransaction (“ROFN Offer Notice”). Upon the Company’s written request, the Parties will negotiate Bridge shall promptly, and in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement any case within [***] days 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 Alnylam’s 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 right intent to exercise its ROFN (the “ROFN Exercise Notice”). Upon Bridge’s receipt of first negotiationsuch ROFN Exercise Notice, then Isis will be free to develop and commercialize (either on Bridge shall, or shall cause the applicable Affiliate to, exclusively negotiate in good faith with the Company or its own or with Affiliate for a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] from the Isis Productdate of the ROFN Exercise Notice, unless such negotiations are earlier terminated by the Company (ythe “ROFN Negotiation Period”) the [***] anniversary terms of the commencement of [***] for Transaction upon which the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not parties would enter into a license or collaboration definitive agreement with at a Third Party for such Isis Product price and on terms (mutually agreed between the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylamparties.

Right of First Negotiation. Isis will notify Alnylam in writing once (i) IsisNotwithstanding Section 2.2.1, on its own prior to entering into negotiations with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party for a sublicense that includes commercialization rights with which Isis has respect to a Development Collaboration or a collaboration on an Product [*** * *] an Isis Double Stranded RNA (excluding customary distribution arrangements entered into in the ordinary course of business by Dicerna) (“Proposed Sublicense”), Dicerna shall provide || Alnylam with (a) a written notice of the nature of the proposed sublicense with such Third Party, and (b) a summary of the most recent material clinical data for the relevant Product before or during clinical development or within Dicerna’s possession and control (such notice together with the related information, the “Proposed Sublicense Notice”). If Alnylam desires to obtain such commercialization rights with no subsequent rights respect to Third Parties. a Product [* * *], Alnylam will have may notify Dicerna in writing within [*** * *] days of 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 such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization Notice of such Isis Product. If Alnylam fails to respond to Isis’ notice within the Exercise by Dicerna and for a continuous period of [*** * *] days or if Alnylam declines in writing to exercise its right thereafter, as may be extended by mutual agreement of first negotiation, then Isis will be free to develop and commercialize the Parties (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product“Negotiation Period”), the Parties will negotiate with each other with respect to such Proposed Sublicense in good faith and with the terms intent of entering into a mutually acceptable definitive, written agreement with respect to the license or collaboration agreement. IfProposed Sublicense, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior first [* * *] days (as may be extended by mutual agreement of the Parties) of such Negotiation Period, the Parties will exclusively negotiate with each other with respect to the latest of such Proposed Sublicense. If (x) the initiation Alnylam does not provide a timely Notice of [***] the Isis ProductExercise, or (y) if Alnylam provides a timely Notice of Exercise but the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall Parties do not enter into a license or collaboration agreement Proposed Sublicense within the Negotiation Period, then Dicerna may negotiate and enter into the Proposed Sublicense with a such Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to AlnylamParty.

Right of First Negotiation. Isis (a) During the Term, Licensee will have an exclusive right of first negotiation to purchase or license, on an exclusive and worldwide basis, the ROFN Product from Nogra or its Affiliates. Nogra promptly will notify Alnylam Licensee in writing once (ithe “Nogra ROFN Notice”) Isisif Nogra or any of its Affiliates makes a bona fide decision to sell, on its own with no subsequent license or otherwise transfer or grant any rights to any Third PartiesParty in all or any portion of the ROFN Product, intends to initiate [***] for an Isis Product that is or receives a Double Stranded RNA Product or (ii) if bona fide offer from a Third Party (the “Third Party Offer”) for the sale, license or other transfer or grant of any rights in all or any portion of the ROFN Product. Together with which Isis has a Development Collaboration such notice, Nogra will provide to Licensee all material information in Nogra’s or a collaboration on an [***] an Isis Double Stranded RNA its Affiliates’ control relating to the ROFN Product before or during clinical development or commercialization with no subsequent rights (including all information provided to any Third PartiesParties relating to the ROFN Product). Alnylam Licensee will have [***] days from the receipt date of such the Nogra ROFN Notice to deliver a written notice to notify Isis Nogra of Licensee’s desire to engage in writing whether negotiations for the purchase or not Alnylam wishes to negotiate with Isis regarding license of the development and/or commercialization of such Isis ProductROFN Product and all intellectual property rights, data, materials and other assets relating thereto (the “ROFN Product Assets”). If Alnylam fails Licensee does not provide such written notice to respond to Isis’ notice Nogra within the such [***] days or if Alnylam declines in writing to exercise its right of first negotiationperiod, then Isis it will be free deemed that Licensee has declined to develop and commercialize (either on its own or with a Third Party) the Isis Productenter into such negotiations. If Alnylam Licensee does provide written notice to Nogra within such [***] period indicating Licensee wishes to negotiate a license or development or commercialization rights engage in such Isis Productnegotiations (the “Licensee ROFN Notice”), the Parties will negotiate in good faith on an exclusive basis, for at least sixty (60) days after the terms Licensee ROFN Notice (unless otherwise agreed by the Parties) (the “ROFN Negotiation Period”) an agreement for the purchase or exclusive license of the ROFN Product Assets by Licensee. In the event that a mutually acceptable agreement for the purchase or license of the applicable ROFN Product Assets has not been entered into between the Parties prior to the expiration of the ROFN Negotiation Period, Nogra or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis Affiliates will be free to develop and commercialize negotiate an agreement (either on its own if any) with any Third Party for the purchase or with a Third Party) the Isis Product; license of such ROFN Product Assets, provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall Nogra and its Affiliates will not enter into a license or collaboration any agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable with respect to the Third Party ROFN Product Assets that includes an upfront purchase price or upfront license payment that is less than or equal to the terms on which Isis most recently offered in writing to grant upfront purchase price or upfront license payment (inclusive of amounts placed into an escrow account concurrently with such rights to Alnylam without first offering the More Favorable Terms to Alnylam.upfront purchase price payment or license payment) last offered

Right of First Negotiation. Isis will notify Alnylam In the event Cardiokine at any time seeks or determines to enter into a marketing partnership, co-promotion or other equivalent or similar arrangement (a “Marketing 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 negotiating with any Third Party for such Marketing Partnership. Cardiokine shall also provide to Wyeth, together with such written notice, an electronic copy of the ND A submitted to the FDA for such Licensed Product (if one has been submitted at the time of such Initial Notice) as well as the market studies and reports and other similar or related information and data in writing once respect of such Licensed Product in Cardiokine’s or its Affiliates’ possession or control in order for Wyeth to determine its interest in entering into a Marketing Partnership with Cardiokine. All such information provided to Wyeth hereunder shall be deemed to be Confidential Information of Cardiokine. Wyeth shall have [####]from the date of its receipt of the 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 “Exercise Notice”). If 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) Isis, on its own with no subsequent rights Wyeth fails to Third Parties, intends to initiate give an Exercise Notice within the foregoing [***] for an Isis Product that is a Double Stranded RNA Product ####]day period or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice Parties are unable, within the foregoing [***] days ####]period, to enter into a term sheet or letter of intent setting forth the principal terms of the Marketing Partnership to be entered into, or (iii) if Alnylam declines in writing the Parties are unable to exercise its right enter into a definitive agreement setting forth all the terms and conditions of first negotiationthe Marketing Partnership within [####]after entering into said term sheet or letter of intent, then Isis will Cardiokine shall be free to develop negotiate and commercialize enter into an agreement for a Marketing Partnership for such Licensed Product (either on its own or the “Marketing Partnership Agreement”) with a any Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith ; provided that the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or Marketing Partnership Agreement with a the Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***]taken as a whole, the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall may not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more be less favorable to Cardiokine than those last offered to Wyeth or proposed by Wyeth; and provided, further, that the Third Party than Marketing Partnership Agreement must comply with the terms on and conditions of this Agreement. The provisions applicable to Cardiokine under this Article 6 shall also apply to any Affiliate of Cardiokine to which Isis most recently offered in writing to grant such Cardiokine has granted or otherwise extended its rights to Alnylam without first offering the More Favorable Terms to Alnylamhereunder.

Right of First Negotiation. Isis will notify Alnylam in writing once (i) Isis, Commencing on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have the Effective Date and expiring [***] days from after the receipt conclusion of the Collaboration Term (the “ROFN Term”), TScan shall notify Novartis of a decision by TScan’s Board of Directors 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 a Change of Control) (a “ROFN Notice”). TScan shall not commence discussions with a Third Party with respect to such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the Program until [***] days after providing the 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 if Alnylam declines in writing commercialize Products Directed to exercise its right of first negotiationsuch Declined Program (“ROFN Election Notice”), then Isis will be free TScan shall not enter into an agreement with respect to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within Collaboration Technology until [***] days from Alnylam’s exercise of its right of first negotiationafter providing the corresponding ROFN Notice (the “ROFN Negotiation Period”), then Isis will during which period Novartis may negotiate an agreement for TScan to grant Novartis such rights to such Collaboration Technology. On a Program-by-Program basis, TScan shall be free to develop Develop and commercialize (either on its own Commercialize Collaboration Technology associated with such Declined Program, alone or with a Third PartyParties without regard to this Section 3.4, after the earlier of: (a) the Isis expiration of the ROFN Election Period for such Product without ROFN Election Notice; (b) the expiration of the ROFN Negotiation Period for such Product; provided that during and (c) the period expiration of the ROFN Term. Notwithstanding the foregoing of this Section 3.4, Section 3.4 shall not apply to (and TScan shall have no obligation to notify Novartis prior to the latest 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 (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to AlnylamTScan Independently Identified TCR.

Right of First Negotiation. Isis will notify Alnylam (a) In the event that either Harbinger or Pinnacle or any of their respective Entity Affiliates proposes to Transfer any Securities (other than Transfers permitted by Sections 3.1(a)(ii), and, solely in writing once Pinnacle’s case, also Section 3.1(c)(vi)) (i) Isissuch Transferring party, together with its Entity Affiliates, the “ROFN Seller”), the ROFN Seller shall provide 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 number of Securities proposed to be Transferred (the “ROFN Notice”). For a period of 20 Business Days following receipt of the ROFN Notice (the “ROFN Period”), if and solely to the extent initiated by the ROFN Buyer during the ROFN Period, the ROFN Buyer and the ROFN Seller shall, on its own with no subsequent rights to Third Partiesan exclusive basis, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith with one another regarding a transaction pursuant to which the terms ROFN Buyer would acquire all, but not less than all, of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will Securities to be free to develop and commercialize (either on its own or with a Third Party) Transferred by the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) ROFN Seller as set forth in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms ROFN Notice (the “More Favorable TermsROFN Transaction”). Unless and until definitive documentation providing for the terms and conditions of a ROFN Transaction is executed and delivered by all parties thereto, (i) that are the ROFN Seller, except with respect to its obligation to negotiate in the aggregate materially more favorable good faith on an exclusive basis as set forth above, shall have no obligation or liability whatsoever to the Third Party than ROFN Buyer with respect to any ROFN Transaction, including any obligation to enter into either a non-binding term sheet or letter of intent, or definitive documentation, providing for the terms on which Isis most recently offered 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 writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylamconnection therewith.

Right of First Negotiation. Isis At any time beginning on the Effective Date until the termination of the ROFN in accordance with Section 2 hereof, Celgene will notify Alnylam have the right of first negotiation (“ROFN”) with respect to 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 writing once any format) (“IP”) or other assets related to Tengion's Neo-Kidney Augment Program (an “NKA Transaction”), provided, however, that an NKA Transaction shall not include: (i) Isisthe Transfer of (a) IP exclusively related to Tengion development programs other than the Neo-Kidney Augment Program and (b) any IP, on its own which may be broadly applicable or useful to multiple product candidates or fields of use (inclusive of Neo-Kidney Augment), provided, that (A) the transferee party to such Transfer would not compete as a result of such Transfer with no subsequent rights the Neo-Kidney Augment, and such Transfer would not otherwise materially diminish the value of the Neo-Kidney Augment, and (B) Celgene receives a worldwide, fully paid-up, royalty-free, sublicensable, exclusive license (as to Third Parties, intends the Neo-Kidney Augment "field of use") to initiate [***] for an Isis Product such IP to the extent that is a Double Stranded RNA Product such IP relates to Neo-Kidney Augment; or (ii) if a Third Party Change in Control Transaction. Accordingly, before entering into an NKA Transaction with which Isis has any third party, Tengion shall notify Celgene in writing that it may pursue such a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will potential NKA Transaction and Celgene shall have [***] fifteen (15) days from the receipt of such notice (“Notice of Interest Period”) to notify Isis provide Tengion written notice (“Notice of Interest”) that it desires to enter into good faith negotiations with Tengion regarding an NKA Transaction. If Celgene gives a timely Notice of Interest, then the Parties shall negotiate exclusively, reasonably and in writing whether good faith concerning the terms of an NKA Transaction for a period of sixty (60) days (“Negotiation Period”). If Celgene (a) gives notice that it does not wish to pursue an NKA Transaction, (b) fails to give a timely Notice of Interest, or not Alnylam wishes (c) gives a timely Notice of Interest but the Parties fail to reach agreement on the terms of an NKA Transaction or to execute a definitive agreement with respect to an NKA 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 NKA Transaction with any third party; provided, that, if (A) such third party transaction is, when taken as a whole, 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 NKA Transaction for a period of fifteen (15) days (after Celgene’s receipt of such notice) before entering such NKA Transaction with a third party. If Celgene elects to pursue such NKA Transaction, it shall deliver written notice to Tengion within such fifteen (15) day period, and the Parties will proceed to negotiate with Isis regarding the development and/or commercialization and finalize definitive agreements. For avoidance of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right of first negotiationdoubt, then Isis will be free to develop and commercialize (either on its own or with a Third Partya) the Isis Productrights and obligations described in this Section 1 shall apply to any notice of Tengion’s intent to pursue an NKA Transaction delivered on and after the Effective Date, 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 this Section 1. If Alnylam wishes Notwithstanding anything to negotiate a license or development or commercialization rights in such Isis Productthe contrary, the Parties will negotiate in good faith agree that the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will ROFN shall automatically be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall reinstated if Tengion does not enter into a license or collaboration definitive agreement for an NKA Transaction with a Third Party for third party within six (6) months after the then most-recent ROFN Expiration. For purposes of this Agreement, a Change in Control Transaction shall mean: (1) the sale of all or substantially all of the 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 outstanding voting power immediately prior to such Isis Product on terms transaction do not own a majority of the outstanding voting power of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, or (3) the “More Favorable Terms”) that are in sale of all of the aggregate materially more favorable stock of Tengion to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylaman unrelated person or entity.

Right of First Negotiation. Isis will notify Alnylam in writing once (i) Isis, on its own with no subsequent ALZA hereby grants to ABBOTT and ABBOTT -------------------------- hereby accepts a first right of negotiation to obtain from ALZA co-promotion and/or license rights to Third Parties, intends XXXX(R) Methylphenidate in the U.S. In the event ALZA elects to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party co-promote with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent and/or license rights to Third Partiesa third party with respect to XXXX(R) Methylphenidate in the U.S., then prior to entering into such negotiations with a third party, ALZA shall prepare and submit to ABBOTT a data package which shall consist of at least the following information: stage of development, therapeutic category, targeted indications, mechanism of action, safety profile, and -8- anticipated FDA submission date. Alnylam will have [***] If ABBOTT notifies ALZA within thirty (30) days from the of its receipt of such notice the data package of its desire to notify Isis pursue discussions to co-promote and/or license XXXX 7 Methylphenidate in writing whether or not Alnylam wishes the U.S., then the parties shall, in good faith, proceed within three (3) months thereafter to negotiate the terms of a co-promotion and/or license agreement, as the case may be. ALZA shall not grant any third party any rights that conflict with Isis regarding the development and/or commercialization XXXXXX'x right of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing first negotiation unless ABBOTT has waived its right to exercise its right of first negotiation, then Isis will be free negotiation to develop and commercialize (either on its own or co-promote and/or license with a Third Partyrespect to XXXX(R) the Isis ProductMethylphenidate. If Alnylam wishes the parties are not able to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith agree on the terms of a co- promotion and/or license, as the license or collaboration agreement. Ifcase may be, despite after good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise three (3) months of its right of first negotiationXXXXXX'x notice, then Isis will be free ALZA shall not offer co- promotion and/or license rights to develop and commercialize (either any third party for XXXX(R) Methylphenidate on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary economic terms and/or structure of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially overall arrangement more favorable to the Third Party such third party than the terms on which Isis most recently those last offered in writing to grant ABBOTT, without first re-offering such rights to Alnylam without first offering ABBOTT on such terms in accordance with the More Favorable Terms procedures set forth in this Article 11, provided that in such case the period for ABBOTT to Alnylamexercise ---------- its rights and negotiate a written agreement shall be thirty (30) days.

Right of First Negotiation. Isis will notify Alnylam (a) During the ROFN Period, if Seller or any of its Affiliates is considering initiating a Divestiture Transaction, Seller shall promptly (and before Seller or any of its Affiliates or its or their respective Representatives has (w) directly or indirectly engaged in writing once any negotiations relating to a Divestiture Transaction with a Third Party, (ix) Isisknowingly solicited, on its own 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 no subsequent rights to a Third PartiesParty, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (iiz) if otherwise consummated any Divestiture Transaction with a Third Party with Party) so notify Buyer, which Isis has notice shall describe the assets, rights and properties that are the subject of the proposed Divestiture Transaction (such notice, a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties“ROFN Notice”). Alnylam will Buyer shall have [***] days Business Days from the its receipt of such notice to notify Isis determine whether it will exercise its right of first negotiation set forth in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization this Section 5.6(a), by providing written notice of such Isis Productexercise 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 Alnylam fails Seller and Buyer (or their respective Affiliates) do not enter into a definitive agreement relating to respond the applicable Divestiture Transaction pursuant to Isis’ notice within Section 5.6(a) on or prior to the date that is [***] days or if Alnylam declines in writing to exercise its right of first negotiationafter the date such notice is given by Buyer (the “Negotiation Period”), then Isis will Seller, its Affiliates and its and their respective Representatives shall be free permitted to develop and commercialize (either on its own or engage in negotiations with a Third PartyParty with respect to, and consummate, a Divestiture Transaction that is (i) substantially similar, with respect to structure and the Isis Product. If Alnylam wishes assets, rights and properties that are the subject of such Divestiture Transaction, to negotiate a license the proposed Divestiture Transaction described in the ROFN Notice or development 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 commercialization rights in such Isis Productits applicable Affiliate, as applicable, than those last offered by Buyer (or its applicable Affiliates, or their respective Representatives) during the Parties will negotiate Negotiation Period, as applicable, as determined in good faith by the terms board of directors of Seller after consulting with its outside legal counsel and financial advisors. Notwithstanding the foregoing, nothing in this Section 5.6(a) shall be deemed to prohibit Seller or any of its Affiliates from entering into a Divestiture Transaction that does not satisfy the condition set forth in the foregoing clause (i) 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 Divestiture Transaction that satisfied the conditions set forth in the foregoing clauses (i) and (ii); provided that, prior to 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 license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary proposed Portions of the commencement of [***] for exhibit, indicated by the Isis Product or (z) in the case of an Isis Product [***] after the commencement of xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, the [***] anniversary of Isis’ notice to Alnylam [***], Isis as amended. Alternative ROFN Transaction (which shall not be less than 15 Business Days before Seller or any of its Affiliates enter into any binding Contract or arrangement with respect to such 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 license or collaboration agreement non-exclusive basis, in good faith negotiations with a Third Party for Seller, its Affiliates and its and their respective Representatives regarding such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to AlnylamAlternative ROFN Transaction.

Right of First Negotiation. Isis will notify Alnylam in writing once (i) IsisALZA hereby grants to ABBOTT and ABBOTT -------------------------- hereby accepts a first right of negotiation from the Effective Date through April 30, on its own with no subsequent 2000 to obtain from ALZA co-promotion and/or license rights to Third Parties, intends XXXX(R) Methylphenidate in the U.S. In the event ALZA elects to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party co-promote with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent and/or license rights to Third Partiesa third party with respect to XXXX(R) Methylphenidate in the U.S., then prior to entering into such negotiations with a third party, ALZA shall prepare and submit to ABBOTT a data package which shall consist of at least the following information: stage of development, therapeutic category, targeted indications, mechanism of action, safety profile, and anticipated FDA submission date. Alnylam will have [***] If ABBOTT notifies ALZA within thirty (30) days from the of its receipt of such notice the data package of its desire to notify Isis pursue discussions to co-promote and/or license XXXX(R) Methylphenidate in writing whether or not Alnylam wishes the U.S., then the parties shall, in good faith, proceed within three (3) months thereafter to negotiate the terms of a co-promotion and/or license agreement, as the case may be. ALZA shall not grant any third party any rights that conflict with Isis regarding the development and/or commercialization XXXXXX'x right of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing first negotiation unless ABBOTT has waived its right to exercise its right of first negotiation, then Isis will be free negotiation to develop and commercialize (either on its own or co-promote and/or license with a Third Partyrespect to XXXX(R) the Isis ProductMethylphenidate. If Alnylam wishes the parties are not able to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith agree on the terms of a co- promotion and/or license, as the license or collaboration agreement. Ifcase may be, despite after good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise three (3) months of its right of first negotiationXXXXXX'x notice, then Isis will be free ALZA shall not offer co- promotion and/or license rights to develop and commercialize (either any third party for XXXX(R) Methylphenidate on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary economic terms and/or structure of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially overall arrangement more favorable to the Third Party such third party than the terms on which Isis most recently those last offered in writing to grant ABBOTT, without first re-offering such rights to Alnylam without first offering ABBOTT on such terms in accordance with the More Favorable Terms procedures set forth in this Article 11, provided that in such case the period for ABBOTT to Alnylamexercise ---------- its rights and negotiate a written agreement shall be thirty (30) days.