Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. During the Term, if Paratek decides to seek a partner to Develop (with the right to Commercialize or the right to obtain or negotiate Commercialization rights) any derivative or modification of omadacycline (a “ROFN Compound”) in the Territory, then Paratek will provide Zai with written notice of its decision to do so (the “ROFN Trigger Notice”). After Zai’s receipt of the ROFN Trigger Notice, Zai will have [*] days (the “ROFN Notice Period”) to provide written notice to Paratek of its desire to negotiate with Paratek regarding the partnership for such ROFN Compound. If Zai provides such written notice during the ROFN Notice Period, the Parties will negotiate exclusively for a period of [*] days following Paratek’s receipt of such notice from Zai (the “ROFN Negotiation Period”) regarding the terms of a definitive agreement. With respect to a ROFN Compound, if (a) Zai does not deliver written notice of its desire to negotiate with Paratek during the ROFN Notice Period or (b) the Parties are unable to reach terms of a definitive agreement during the ROFN Negotiation Period, then in either case (a) or (b), Paratek will have no further obligation to Zai with respect to such ROFN Compound in the Territory. For the avoidance of doubt, a ROFN Compound is a derivative or modification to omadacycline itself, and not other tetracyclines or derivatives or modifications to other tetracyclines.

Right of First Negotiation. During the TermIf Takeda, if Paratek decides in its sole discretion, makes a final determination not to seek a partner to Develop (Regulatory Approval for or Commercialize TAK-385 Licensed Products in any country [***] = Portions of this exhibit have been omitted and filed separately with the right to Commercialize or Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. within the right to obtain or negotiate Commercialization rights) any derivative or modification of omadacycline (a “ROFN Compound”) in the Takeda Territory, then Paratek will provide Zai with it shall so notify Licensee in writing. If Licensee provides a written notice of its decision to do so (Takeda during the “ROFN Trigger Notice”). After Zai[***] day period following Licensee’s receipt of the ROFN Trigger Notice, Zai will have [*] days such notice from Takeda (the “ROFN Notice Period”) to provide written notice to Paratek of its desire to negotiate indicating Licensee’s interest in negotiating with Paratek Takeda regarding the partnership for such ROFN Compound. If Zai provides rights in such written notice during the ROFN Notice Periodcountry, then the Parties will exclusively negotiate exclusively in good faith regarding the terms and conditions under which Licensee might obtain rights to seek Regulatory Approval for and Commercialize, TAK-385 Licensed Products in such country for a period of [***] days following Paratekcommencing upon Takeda’s receipt of such written notice from Zai Licensee (the “ROFN Negotiation Period”) regarding the terms of a definitive agreement). With respect to a ROFN Compound, if If (a) Zai Licensee does not deliver written notice of its desire to negotiate with Paratek Takeda during the ROFN Notice Period indicating its interest in negotiating with Takeda or (b) the Parties are unable to reach terms of on a definitive agreement during the ROFN Negotiation Period, then in either case ((a) or (b)), Paratek Licensee’s right of first negotiation under this Section 3.7 (Right of First Negotiation) will have no further obligation to Zai with respect terminate as to such ROFN Compound in the Territory. For the avoidance of doubt, a ROFN Compound is a derivative or modification to omadacycline itselfcountry, and not other tetracyclines or derivatives or modifications to other tetracyclines[***].

Right of First Negotiation. During the Term, if Paratek decides to seek a partner to Develop (with the right to Commercialize or the right to obtain or negotiate Commercialization rights) any derivative or modification of omadacycline (a “ROFN Compound”) in the Territory, then Paratek will provide Zai with written notice of its decision to do so (the “ROFN Trigger Notice”). After Zai’s receipt of the ROFN Trigger Notice, Zai will have [* * *] days (the “ROFN Notice Period”) to provide written notice to Paratek of its desire to negotiate with Paratek regarding the partnership for such ROFN Compound. If Zai provides such written notice during the ROFN Notice Period, the Parties will negotiate exclusively for a period of [* * *] days following Paratek’s receipt of such notice from Zai (the “ROFN Negotiation Period”) regarding the terms of a definitive agreement. With respect to a ROFN Compound, if (a) Zai does not deliver written notice of its desire to negotiate with Paratek during the ROFN Notice Period or (b) the Parties are unable to reach terms of a definitive agreement during the ROFN Negotiation Period, then in either case (a) or (b), Paratek will have no further obligation to Zai with respect to such ROFN Compound in the Territory. For the avoidance of doubt, a ROFN Compound is a derivative or modification to omadacycline itself, and not other tetracyclines or derivatives or modifications to other tetracyclines.