Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. If, during the two (2) year period beginning on the First Commercial Sale of a Licensed Product by Proprius, (i) Proprius desires to divest or sublicense all or substantially all of its business relating to the Licensed Products (whether by sale, license or otherwise) to a Third Party, or (ii) a Third Party initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (both (1) and (ii) are collectively referred to as a “Business Opportunity”), then Proprius will promptly notify Prometheus in writing thereof, with such notice containing a reasonably complete summary of reasonably available information necessary to evaluate the Business Opportunity; provided, however, that Proprius shall not be obligated to disclose to Prometheus the identity of any such Third Party, the terms proposed by such Third Party (if confidential) or any other confidential or proprietary information of such Third Party. If Prometheus indicates interest in pursuing the Business Opportunity within [***] business days of Prometheus’ receipt of Proprius’ written notice, the Parties will negotiate in good faith to enter into a definitive agreement. If the Parties are unable to enter into a definitive agreement within [***] days after Proprius’ receipt of Prometheus’ indication of interest, or if Prometheus does not so indicate an interest in pursuing the Business Opportunity within the [***] business day period, Proprius will be free to execute such Business Opportunity with a Third Party provided that Proprius shall not offer the Business Opportunity to a Third Party on terms more favorable then those offered to Prometheus or on terms worth less to Proprius then those offered by Prometheus for the Business Opportunity. In no event shall Proprius be obligated to enter into any such transaction with Prometheus. Notwithstanding anything in this Agreement to the contrary, any Business Opportunity entered into by Proprius with a Third Party will be subject to Prometheus’ rights under this Agreement, including, without limitation, Prometheus’ right to receive the payments set forth in Article 5. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Right of First Negotiation. IfFrom the Distribution Time until the third (3rd) anniversary of the Distribution Time, during the two Pluto agrees that, prior to providing (2or discussing or negotiating with any Third Party to provide) year period beginning on the First Commercial Sale of a Licensed Product by Proprius, (i) Proprius desires to divest or sublicense all or substantially all of its business relating to the Licensed Products (whether by sale, license or otherwise) to a Third Party, Party to market and distribute a Specified Pluto Product as an authorized generic pharmaceutical product in a particular country (other than in connection with the resolution or (ii) settlement of a Third Party initiates claim for infringement of Intellectual Property), Pluto shall provide Spinco with written notice that it is contemplating providing such discussions a license. During the 90 days following the date of such notice (the “Exclusivity Period”), Spinco shall have the exclusive right to negotiate with Proprius Pluto on the terms and Proprius conditions under which Pluto would provide such license to Spinco (it being understood that neither Pluto nor Spinco shall be under any obligation to agree to enter into such license). Within 30 days of the date of such notice, Spinco shall notify Pluto in writing whether Spinco is interested in entertaining acquiring a license from Pluto to market and distribute the Specified Pluto Product as an authorized generic pharmaceutical product in such discussions (both (1) and (ii) are collectively referred to as a “Business Opportunity”), then Proprius will promptly country. If Spinco does not notify Prometheus Pluto in writing thereofthat it is interested in acquiring such a license within such 30-day period, with such notice containing a reasonably complete summary of reasonably available information necessary Spinco will be deemed to evaluate the Business Opportunity; provided, however, that Proprius shall not be obligated to disclose to Prometheus interested in acquiring such a license, and the identity of any such Third PartyExclusivity Period shall immediately expire. During the Exclusivity Period, the terms proposed by such Third Party (if confidential) or any other confidential or proprietary information of such Third Party. If Prometheus indicates interest in pursuing the Business Opportunity within [***] business days of Prometheus’ receipt of Proprius’ written notice, the Parties will Pluto shall negotiate in good faith with Spinco (and shall not negotiate with any Third Party) for any such license in such country. Following the Exclusivity Period, if Pluto has complied with its obligations set forth in the immediately preceding sentence, Pluto shall be free to enter into a definitive agreement. If the Parties are unable to enter into a definitive discussions, negotiations and/or agreement within [***] days after Proprius’ receipt of Prometheus’ indication of interest, or if Prometheus does not so indicate an interest in pursuing the Business Opportunity within the [***] business day period, Proprius will be free to execute such Business Opportunity with a any Third Party provided that Proprius in connection with such license. Once the right of first negotiation under this Section 5.01(c) has applied in respect of any Specified Pluto Product in any country, this Section 5.01(c) shall not offer the Business Opportunity to a Third Party on terms more favorable then those offered to Prometheus or on terms worth less to Proprius then those offered by Prometheus for the Business Opportunity. In no event shall Proprius be obligated to enter into any such transaction with Prometheus. Notwithstanding anything in this Agreement to the contrary, any Business Opportunity entered into by Proprius with a Third Party will be subject to Prometheus’ rights under this Agreement, including, without limitation, Prometheus’ right to receive the payments set forth in Article 5. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested longer apply with respect to the omitted portionssuch Specified Pluto Product in such country.

Right of First Negotiation. IfPlanet shall provide written notice to Agway in the event Planet desires to develop a product with a third party, or is approached by a third party to develop a product, for use in Agway's Field of Business. Such notice shall include an outline of anticipated funding needs, the anticipated length of the product feasibility study and Planet's desired result from such study. Agway shall have 30 days following receipt of such notice to advise Planet whether Agway considers the product to be Commercially Feasible, and whether Agway is interested in such a product. Agway shall have another 30 days thereafter to negotiate a product feasibility study on terms and conditions acceptable to Planet, including financial terms under which Agway will fund such product feasibility study. If the parties cannot agree to such terms and conditions within such 30 day period, or if the parties cannot agree whether the product is or is not Commercially Feasible, the parties agree to submit the matter to arbitration under ARTICLE 18 and Planet agrees to take no further action with respect to such product and feasibility study during the two (2) year period beginning on arbitration proceeding. If the First Commercial Sale of product is considered to be Commercially Feasible, and if Agway does not express interest in such a Licensed Product by Propriusproduct within the initial 30 day period, (i) Proprius desires Planet may proceed with such a third party product feasibility study and Agway shall have no rights in connection with such product feasibility study or with respect to divest or sublicense all or substantially all of its business relating to the Licensed Products any product developed thereunder (whether by salehereinafter a "Developed Product"), license or otherwise) to a Third Party, or (ii) a Third Party initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (both (1) and (ii) are collectively referred Planet shall have the right to as grant an exclusive license to a “Business Opportunity”)third party under the Planet Technology and the New Technology to make, then Proprius will promptly notify Prometheus have made, use or sell such Developed Product in writing thereof, with Agway's Field of Business. Any such notice containing a reasonably complete summary of reasonably available information necessary third party license shall be limited to evaluate the Business Opportunity; provided, however, that Proprius such Developed Product and shall not be obligated to disclose to Prometheus the identity of any such Third Party, the terms proposed by such Third Party (if confidential) or any other confidential or proprietary information of such Third Party. If Prometheus indicates interest in pursuing the Business Opportunity within [***] business days of Prometheus’ receipt of Proprius’ written notice, the Parties will negotiate in good faith to enter into a definitive agreement. If the Parties are unable to enter into a definitive agreement within [***] days after Proprius’ receipt of Prometheus’ indication of interest, or if Prometheus does not so indicate an interest in pursuing the Business Opportunity within the [***] business day period, Proprius will be free to execute such Business Opportunity with a Third Party provided that Proprius shall not offer the Business Opportunity to a Third Party on terms more favorable then those offered to Prometheus or on terms worth less to Proprius then those offered by Prometheus for the Business Opportunity. In no event shall Proprius be obligated to enter into any such transaction with Prometheus. Notwithstanding anything in this Agreement to the contrary, any Business Opportunity entered into by Proprius with a Third Party will be subject to Prometheus’ otherwise diminish Agway's rights under this Agreement, including, without limitation, Prometheus’ right to receive the payments set forth in Article 5. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsPlanet Technology and to the New Technology under this Agreement. Planet agrees that it will not, during the term of this Agreement, proceed with such a third party feasibility study if the product is not considered to be Commercially Feasible.

Right of First Negotiation. If, during Depomed shall notify Santarus in writing in the two (2) year period beginning on the First Commercial Sale of a Licensed Product by Proprius, (i) Proprius event that Depomed desires to divest or sublicense all or substantially all of its business relating to the Licensed Products (whether by sale, license or otherwise) grant rights to a Third PartyParty to develop or commercialize a pharmaceutical product containing metformin and another generic active pharmaceutical ingredient (i.e., or an active pharmaceutical ingredient that is produced and distributed within the Territory without composition of matter patent protection for the compound) in combination with Depomed’s proprietary Acuform drug delivery technology incorporated within the Products (ii) a Third Party initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (both (1) and (ii) are collectively referred to as a “Business OpportunityCovered Combination Product”), then Proprius will promptly notify Prometheus . If Santarus notifies Depomed in writing thereof, with such notice containing a reasonably complete summary of reasonably available information necessary to evaluate the Business Opportunity; provided, however, that Proprius shall not be obligated to disclose to Prometheus the identity of any such Third Party, the terms proposed by such Third Party (if confidential) or any other confidential or proprietary information of such Third Party. If Prometheus indicates interest in pursuing the Business Opportunity within [***] business days of Prometheus’ after receipt of Propriussuch notice (the “Evaluation Period”) that Santarus is not interested in obtaining the applicable rights in and to the applicable Covered Combination Product (the “Covered Combination Product Rights”), or if Santarus fails to notify Depomed of Santarus’ written noticeinterest in obtaining the Covered Combination Product Rights, in either case prior to the Parties will negotiate in good faith expiration of the Evaluation Period, then Depomed shall have no further obligation to enter into a definitive agreementSantarus under this Agreement with respect to the applicable Covered Combination Product Rights with respect to the applicable Covered Combination Product. If Santarus is interested in obtaining the Parties are unable applicable rights, it shall so notify Depomed in writing prior to enter into the expiration of the Evaluation Period, and upon Depomed’s receipt of such notice Santarus and Depomed shall promptly commence good-faith negotiations, for a definitive agreement within period of [***] days after Proprius’ receipt and such longer period as may be mutually agreed upon by the parties in writing in the event the parties have made material progress in the negotiations (the “Negotiation Period”), regarding the commercially reasonable terms of Prometheus’ indication an agreement pursuant to which Santarus shall obtain the applicable rights. If Depomed and Santarus fail to enter into an agreement for the applicable rights prior to the expiration of interestthe Negotiation Period, or if Prometheus does not so indicate then Depomed shall thereafter have the right to negotiate and enter into an interest in pursuing the Business Opportunity within the agreement with a Third Party granting such rights to a Third Party; provided that, for a period of [***] business day period], Proprius will any such agreement may not be free on terms and conditions materially more favorable to execute such Business Opportunity with a the Third Party provided that Proprius shall not offer than the Business Opportunity to a Third Party on terms more favorable then those offered to Prometheus or on terms worth less to Proprius then those and conditions last offered by Prometheus for the Business Opportunity. In no event shall Proprius be obligated to enter into any such transaction with Prometheus. Notwithstanding anything in this Agreement Santarus prior to the contrary, any Business Opportunity entered into by Proprius termination of discussions with a Third Party will be subject to Prometheus’ rights under this Agreement, including, without limitation, Prometheus’ right to receive the payments set forth in Article 5Depomed. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.The provisions of this

Right of First Negotiation. If, during Camurus hereby grants to Braeburn a right of first negotiation to expand the two license in Section 2.1 to include countries within the Camurus Territory that are outside the EU (2the “ROFN Countries”) year period beginning on the First Commercial Sale of terms and conditions set forth in this Section 2.4. If Camurus has received a Licensed Product by Propriusbona fide offer or proposal from a Third Party encompassing key financial and commercial terms, (i) Proprius desires to divest or sublicense all or substantially all of its business relating to the Licensed Products (whether by sale, license or otherwise) to otherwise has agreed on such principal terms with a Third Party, in either case to commercialize a Product in one or (ii) a Third Party initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (both (1) and (ii) are collectively referred to as a “Business Opportunity”)more of the ROFN Countries, then Proprius will promptly notify Prometheus in writing thereof, with such notice containing a reasonably complete summary of reasonably available information necessary prior to evaluate the Business Opportunity; provided, however, that Proprius shall not be obligated Camurus granting rights to disclose to Prometheus the identity of any such Third Party, the terms proposed by such Third Party (if confidential) to commercialize a Product in one or any other confidential or proprietary information more of such Third Partythe ROFN Countries, Camurus shall give Braeburn prompt written notice thereof. If Prometheus indicates interest in pursuing the Business Opportunity within Braeburn shall have [***] business days after receipt of Prometheusthe notice to deliver a Notice of Exercise, covering all the ROFN Countries that are subject to the Third Party offer, to Camurus. Upon Camurus’ receipt of Proprius’ written noticea Notice of Exercise, the Parties will negotiate in shall enter into good faith negotiations regarding an amendment to enter into a definitive agreementthis Agreement on commercially reasonable terms to include in the Licensed Territory the ROFN Countries specified in the Notice of Exercise. If the Parties are unable to enter into Braeburn has not delivered a definitive agreement within [***] days after Proprius’ receipt Notice of Prometheus’ indication of interest, or if Prometheus does not so indicate an interest in pursuing the Business Opportunity Exercise within the [***] business day period, Proprius will be free or the Parties are unable to reach agreement on an amendment to this Agreement within [***], then Braeburn shall have no further rights hereunder with respect to such ROFN Countries covered by the Third Party offer; provided, that if Camurus or one of its Affiliates do not execute such Business Opportunity a commercial agreement with a Third Party provided that Proprius shall not offer the Business Opportunity to a Third Party on terms more favorable then those offered to Prometheus or on terms worth less to Proprius then those offered by Prometheus for the Business Opportunity. In no event shall Proprius be obligated to enter into any such transaction with Prometheus. Notwithstanding anything in this Agreement to the contrary, any Business Opportunity entered into by Proprius with a Third Party will be subject to Prometheus’ rights under this Agreement, including, without limitation, Prometheus’ right to receive the payments set forth in Article 5. within [*** Certain information on this page has been omitted and filed separately with *] from the Securities and Exchange Commission. Confidential treatment has been requested Notice of Exercise, then Braeburn’s rights with respect to the omitted portionsoffered countries under this Section 2.4 shall reset.

Right of First Negotiation. IfMillennium shall have a right of first and exclusive negotiation to participate in the development and commercialization of MLN1021Products, during the two (2) year period beginning on the First Commercial Sale of a Licensed Product by Proprius, (i) Proprius desires to divest or sublicense all or substantially all of its business relating as follows: If at any time prior to the Licensed Products (whether by sale[*] anniversary of the Effective Date, license Portola decides to discuss with one or otherwise) to a more Third Party, or (ii) a Third Party initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (both (1) and (ii) are collectively referred to as a “Business Opportunity”), then Proprius will promptly notify Prometheus in writing thereof, with such notice containing a reasonably complete summary of reasonably available information necessary to evaluate Parties the Business Opportunity; provided, however, that Proprius shall not be obligated to disclose to Prometheus the identity of any terms under which such Third Party, the terms proposed by either alone or together with Portola or Portola’s Affiliate, shall develop and commercialize one or more MLN1021 Products, then Portola shall so notify Millennium in writing (a “Notice of Opportunity”) before Portola enters into discussions with any such Third Party (if confidential) or any other confidential or proprietary regarding such opportunity, and provide to Millennium information [*] and [*] that is reasonably necessary for Millennium to determine its interest in such opportunity. If Millennium is interested in participating in the development and commercialization of such Third Party. If Prometheus indicates interest in pursuing the Business Opportunity MLN1021 Products, it shall so notify Portola within [***] business days of Prometheus’ after its receipt of Proprius’ written noticePortola’s notice to Millennium and all such information (the “Response Period”), in which case the Parties will negotiate parties shall discuss in good faith to enter into a definitive agreement. If the Parties are unable to enter into a definitive agreement within [***] days after Proprius’ receipt of Prometheus’ indication of interest, or if Prometheus does not so indicate an interest in pursuing the Business Opportunity within during the [**] period following Portola’s receipt of such notice from Millennium (the “Discussion Period”) the terms of an agreement under which Millennium may obtain such rights from Portola. During the Response Period and the Discussion Period (if applicable), Portola may not [*] business day period, Proprius will be free to execute such Business Opportunity with a Third Party provided that Proprius shall not offer the Business Opportunity to a Third Party on terms more favorable then those offered to Prometheus or on terms worth less to Proprius then those offered by Prometheus for the Business Opportunity. In no event shall Proprius be obligated to enter into any such transaction with Prometheus. Notwithstanding anything = Certain confidential information contained in this Agreement to the contrarydocument, any Business Opportunity entered into marked by Proprius with a Third Party will be subject to Prometheus’ rights under this Agreementbrackets, including, without limitation, Prometheus’ right to receive the payments set forth in Article 5. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange CommissionCommission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested discuss with respect to any Third Party such an opportunity. After expiration of (i) the omitted portions.Response Period, if Millennium does not so notify Portola of its interest in such opportunity within such time period, or (ii) the Discussion Period, if Millennium did so notify Portola of its interest in such opportunity within the Response Period but the parties do not execute such an agreement notwithstanding such negotiation in good faith, Portola may, during the [*] period after the expiration of (A) the Response Period, if no Discussion Period occurs thereafter, or

Right of First Negotiation. IfDuring the Term and for one year thereafter, during Somaxon shall notify Partner in writing in the two event that Somaxon desires, either alone or with a Third Party, to develop or commercialize a pharmaceutical product containing doxepin as the sole active pharmaceutical ingredient and for which a prescription from a Professional is not required in order to dispense, purchase or use such product (2an “OTC Product”). If Partner notifies Somaxon in writing within forty-five (45) year period beginning on days after receipt of such notice (the First Commercial Sale of a Licensed Product by Proprius, (i“Evaluation Period”) Proprius desires to divest or sublicense all or substantially all of its business relating that Partner is not interested in obtaining rights in and to the Licensed Products OTC Product (whether such rights, “OTC Product Rights”), or if Partner fails to notify Somaxon of Partner’s interest in obtaining the OTC Product Rights prior to the expiration of the Evaluation Period, then Somaxon shall have no further obligation to Partner under this Agreement with respect to the applicable OTC Product Rights. If Partner is interested in obtaining the OTC Product Rights, it shall so notify Somaxon in writing prior to the expiration of the Evaluation Period, and upon Somaxon’s receipt of such notice Partner and Somaxon shall promptly commence good-faith negotiations, for a period of sixty (60) days and such longer period as may be mutually agreed upon by salethe parties in writing in the event the parties have made material progress in the negotiations (the “Negotiation Period”), license or otherwise) regarding the commercially reasonable terms of an agreement pursuant to which Partner shall obtain the OTC Product Rights. If Somaxon and Partner have failed to enter into an agreement for the OTC Product Rights upon the expiration of the Negotiation Period, then Somaxon shall thereafter have the right to negotiate and enter into an agreement with a Third Party granting the OTC Product Rights to a Third Party. The provisions of this Section 13.1 shall not apply to, and Somaxon shall have no obligation to Partner under this Section 13.1 in respect of, any acquisition of Somaxon by a Third Party, any merger or (ii) consolidation with or involving Somaxon, any acquisition by a Third Party initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (both (1) and (ii) are collectively referred to as a “Business Opportunity”), then Proprius will promptly notify Prometheus in writing thereof, with such notice containing a reasonably complete summary of reasonably available information necessary to evaluate the Business Opportunity; provided, however, that Proprius shall not be obligated to disclose to Prometheus the identity of any such Third Partymaterial portion of the stock of Somaxon, the terms proposed by such Third Party (if confidential) or any other confidential or proprietary information of such Third Party. If Prometheus indicates interest in pursuing the Business Opportunity within [***] business days of Prometheus’ receipt of Proprius’ written notice, the Parties will negotiate in good faith to enter into a definitive agreement. If the Parties are unable to enter into a definitive agreement within [***] days after Proprius’ receipt of Prometheus’ indication of interest, or if Prometheus does not so indicate an interest in pursuing the Business Opportunity within the [***] business day period, Proprius will be free to execute such Business Opportunity with acquisition by a Third Party provided that Proprius shall not offer of a material portion of the Business Opportunity to a Third Party on terms more favorable then those offered to Prometheus or on terms worth less to Proprius then those offered by Prometheus for the Business Opportunity. In no event shall Proprius be obligated to enter into any such transaction with Prometheus. Notwithstanding anything assets of Somaxon in this Agreement addition to the contraryProducts (“Merger Transaction”). For clarity, any Business Opportunity entered into by Proprius with a Third Party will be subject to Prometheus’ the rights under this Agreement, including, without limitation, Prometheus’ right to receive the payments set forth in Article 5. *** Certain information on this page has been omitted and filed separately with Section 13.1 shall survive the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsconsummation of any Merger Transaction.

Right of First Negotiation. IfMillennium shall have a right of first and exclusive negotiation to participate in the development and commercialization of MLN1021Products, during the two (2) year period beginning on the First Commercial Sale of a Licensed Product by Proprius, (i) Proprius desires to divest or sublicense all or substantially all of its business relating as follows: If at any time prior to the Licensed Products (whether by sale[*] anniversary of the Effective Date, license Portola decides to discuss with one or otherwise) to a more Third Party, or (ii) a Third Party initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (both (1) and (ii) are collectively referred to as a “Business Opportunity”), then Proprius will promptly notify Prometheus in writing thereof, with such notice containing a reasonably complete summary of reasonably available information necessary to evaluate Parties the Business Opportunity; provided, however, that Proprius shall not be obligated to disclose to Prometheus the identity of any terms under which such Third Party, the terms proposed by either alone or together with Portola or Portola’s Affiliate, shall develop and commercialize one or more MLN1021 Products, then Portola shall so notify Millennium in writing (a “Notice of Opportunity”) before Portola enters into discussions with any such Third Party (if confidential) or any other confidential or proprietary regarding such opportunity, and provide to Millennium information [*] and [*] that is reasonably necessary for Millennium to determine its interest in such opportunity. If Millennium is interested in participating in the development and commercialization of such Third Party. If Prometheus indicates interest in pursuing the Business Opportunity MLN1021 Products, it shall so notify Portola within [***] business days of Prometheus’ after its receipt of Proprius’ written noticePortola’s notice to Millennium and all such information (the “Response Period”), in which case the Parties will negotiate parties shall discuss in good faith to enter into a definitive agreement. If the Parties are unable to enter into a definitive agreement within [***] days after Proprius’ receipt of Prometheus’ indication of interest, or if Prometheus does not so indicate an interest in pursuing the Business Opportunity within during the [**] period following Portola’s receipt of such notice from Millennium (the “Discussion Period”) the terms of an agreement under which Millennium may obtain such rights from Portola. During the Response Period and the Discussion Period (if applicable), Portola may not [*] business day period, Proprius will be free to execute such Business Opportunity with a Third Party provided that Proprius shall not offer the Business Opportunity to a Third Party on terms more favorable then those offered to Prometheus or on terms worth less to Proprius then those offered by Prometheus for the Business Opportunity. In no event shall Proprius be obligated to enter into any such transaction with Prometheus. Notwithstanding anything = Certain confidential information contained in this Agreement to the contrarydocument, any Business Opportunity entered into marked by Proprius with a Third Party will be subject to Prometheus’ rights under this Agreementbrackets, including, without limitation, Prometheus’ right to receive the payments set forth in Article 5. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange CommissionCommission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment discuss with any Third Party such an opportunity. After expiration of (i) the Response Period, if Millennium does not so notify Portola of its interest in such opportunity within such time period, or (ii) the Discussion Period, if Millennium did so notify Portola of its interest in such opportunity within the Response Period but the parties do not execute such an agreement notwithstanding such negotiation in good faith, Portola may, during the [*] period after the expiration of (A) the Response Period, if no Discussion Period occurs thereafter, or (B) the Discussion Period, if the parties enter into discussion after the Response Period, offer to Third Parties the opportunity to develop and commercialize such MLN1021 Products and execute a definitive agreement with a Third Party; provided, however, that [*] any [*] that [*] to such [*], unless [*] and [*] that the [*] is [*] that the [*] with [*] by [*]. If, at any time after such [*] period Portola decides to discuss with one or more Third Parties the terms under which such Third Party, either alone or together with Portola or Portola’s Affiliate, shall develop and commercialize one or more MLN1021 Products, then [*] with the [*], provided that Portola may in its sole discretion [*] of [*] of such [*], in which case the parties shall [*] with the [*] promptly after [*]. For clarity, if Portola has been requested not provided to Millennium a Notice of Opportunity that [*] to develop and/or commercialize MLN1021 Products, then Portola may not [*] unless and until it complies with respect to the omitted portionsthis Section 2.2 [*].

Right of First Negotiation. IfArchemix shall notify Ophthotech in writing if Archemix or an Affiliate of Archemix seeks to license to a Third Party solely the rights to any aptamer(s) for use in the Field against Targets in the Complement Cascade, other than complement factor C5, for uses in the Field (“New Ophthalmic Complement Negotiations”) and shall grant Ophthotech an option to initiate negotiation of a license under Archemix’s interest in such rights (the “Option”). Concurrently with such notice, Archemix shall supply to Ophthotech a summary of such information in Archemix’s possession concerning such aptamer(s) as Archemix reasonably deems pertinent, subject to Archemix’s confidentiality obligations to Third Parties. Such Option shall be in effect for a period of [**] days from the date of notice of the New Ophthalmic Complement Negotiations pursuant to this Section 2.4 (the “Option Period”). Ophthotech may exercise the Option by providing written notice to Archemix within the Option Period of its intent to exercise such Option, at which time the Parties shall in good faith negotiate for up to [**] days (the “Negotiation Period”) an agreement for the commercial exploitation of such rights, which agreement shall contain commercially reasonable terms and conditions. If Ophthotech does not exercise the Option during the two (2) year period beginning on Option Period, provides written notice that it chooses not to exercise the First Commercial Sale Option, or the Negotiation Period expires without execution of a Licensed Product by Propriusan agreement between the Parties, then (i) Proprius desires neither Party shall have any further obligation to divest enter into or sublicense all or substantially all of its business relating continue any negotiations with respect to the Licensed Products (whether by salesubject matter of the Option, license or otherwise) to a Third Party, or (ii) a Third Party initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (both (1) and (ii) are collectively referred to as a “Business Opportunity”), then Proprius will promptly notify Prometheus in writing thereof, with Archemix may license such notice containing a reasonably complete summary of reasonably available information necessary to evaluate the Business Opportunity; provided, however, that Proprius shall not be obligated to disclose to Prometheus the identity of any such Third Party, the terms proposed by such Third Party (if confidential) or any other confidential or proprietary information of such Third Party. If Prometheus indicates interest in pursuing the Business Opportunity within [***] business days of Prometheus’ receipt of Proprius’ written notice, the Parties will negotiate in good faith to enter into a definitive agreement. If the Parties are unable to enter into a definitive agreement within [***] days after Proprius’ receipt of Prometheus’ indication of interest, or if Prometheus does not so indicate an interest in pursuing the Business Opportunity within the [***] business day period, Proprius will be free to execute such Business Opportunity with a Third Party provided that Proprius shall not offer the Business Opportunity rights to a Third Party on terms more favorable then those offered without any further obligation to Prometheus or on terms worth less Ophthotech. For purposes of clarity, no Option shall arise if the rights that Archemix seeks to Proprius then those offered by Prometheus for the Business Opportunity. In no event shall Proprius be obligated license to enter into any such transaction with Prometheus. Notwithstanding anything in this Agreement to the contrary, any Business Opportunity entered into by Proprius with a Third Party will be subject to Prometheus’ rights under this Agreement, including, without limitation, Prometheus’ right to receive cover multiple Targets wherein one or more of the payments set forth in Article 5. *** Certain information on this page has been omitted and filed separately with Targets are outside of the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsComplement Cascade.

Right of First Negotiation. IfDuring the ROFN Term, during with respect to an ROFN Country, Genzyme will have an exclusive right of first negotiation to enter into an agreement with Veracyte governing the two terms and conditions of the sale and provision of the Test in such ROFN Country (2) year period beginning on the First Commercial Sale of a Licensed Product by Proprius, (i) Proprius desires to divest or sublicense all or substantially all of its business relating to the Licensed Products (whether by sale, license or otherwise) to a Third Party, or (ii) a Third Party initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (both (1) and (ii) are collectively referred to as a “Business OpportunityROFN Agreement”), including by adding such ROFN Country to the Territories of this Agreement in accordance with Section 2.6. Genzyme may exercise such right with respect to an ROFN Country by delivering written notice thereof to Veracyte within the ROFN Term for such country. If Genzyme timely exercises such right with respect to an ROFN Country, then Proprius the parties will promptly notify Prometheus in writing thereofnegotiate exclusively, with such notice containing a reasonably complete summary of reasonably available information necessary to evaluate the Business Opportunity; provided, however, that Proprius shall not be obligated to disclose to Prometheus the identity of any such Third Party, the terms proposed by such Third Party (if confidential) or any other confidential or proprietary information of such Third Party. If Prometheus indicates interest in pursuing the Business Opportunity within [***] business days of Prometheus’ receipt of Proprius’ written notice, the Parties will negotiate diligently and in good faith to enter into concerning the terms of the ROFN Agreement for a definitive agreementperiod of ninety (90) days. If the Parties are unable to enter into a definitive agreement within [***] days after Proprius’ receipt of Prometheus’ indication of interest, or if Prometheus (a) Genzyme does not so indicate exercise its right of first negotiation with respect to an interest in pursuing ROFN Country during the Business Opportunity within ROFN Term or (b) the [***] business day periodparties fail to execute an ROFN Agreement for such ROFN Country, Proprius then Veracyte will be free to execute such Business Opportunity enter into an agreement with a Third Party provided third party governing the terms and conditions of the sale and provision of the Test in such ROFN Country. Commencing on the Effective Date and extending until (i) Genzyme does not exercise its right of first negotiation with respect to an ROFN Country during the ROFN Term; (ii) an ROFN Agreement is executed or (iii) the parties fail to execute an ROFN Agreement, as applicable, Genzyme will share with Veracyte client and marketing information related to the ROFN Countries. Notwithstanding the foregoing, Veracyte will have the right to request, in writing, that Proprius shall Genzyme exercise its right of first negotiation with respect to Singapore before Veracyte informs Genzyme that it has successfully secured reimbursement from payors representing at least fifty percent (50%) of Singapore’s population. If Genzyme (1) does not offer agree to exercise its right of first negotiation within respect to Singapore within sixty (60) days of its receipt of such request from Veracyte, or (2) exercises such right but the Business Opportunity parties fail to a Third Party on terms more favorable execute an ROFN Agreement for Singapore within ninety (90) days of such exercise, then those offered to Prometheus or on terms worth less to Proprius then those offered by Prometheus for the Business Opportunity. In no event shall Proprius Veracyte will be obligated free to enter into any such transaction with Prometheus. Notwithstanding anything in this Agreement to the contrary, any Business Opportunity entered into by Proprius an agreement with a Third Party will be subject to Prometheus’ rights under this Agreement, including, without limitation, Prometheus’ right to receive third party governing the payments set forth terms and conditions of the sale and provision of the Test in Article 5. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsSingapore.

Right of First Negotiation. If, during Depomed shall notify Santarus in writing in the two (2) year period beginning on the First Commercial Sale of a Licensed Product by Proprius, (i) Proprius event that Depomed desires to divest or sublicense all or substantially all of its business relating to the Licensed Products (whether by sale, license or otherwise) grant rights to a Third PartyParty to develop or commercialize a pharmaceutical product containing metformin and another generic active pharmaceutical ingredient (i.e., or an active pharmaceutical ingredient that is produced and distributed within the Territory without composition of matter patent protection for the compound) in combination with Depomed’s proprietary Acuform drug delivery technology incorporated within the Products (ii) a Third Party initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (both (1) and (ii) are collectively referred to as a “Business OpportunityCovered Combination Product”), then Proprius will promptly notify Prometheus . If Santarus notifies Depomed in writing thereof, with such notice containing a reasonably complete summary of reasonably available information necessary to evaluate the Business Opportunity; provided, however, that Proprius shall not be obligated to disclose to Prometheus the identity of any such Third Party, the terms proposed by such Third Party (if confidential) or any other confidential or proprietary information of such Third Party. If Prometheus indicates interest in pursuing the Business Opportunity within [***] business days of Prometheus’ after receipt of Propriussuch notice (the “Evaluation Period”) that Santarus is not interested in obtaining the applicable rights in and to the applicable Covered Combination Product (the “Covered Combination Product Rights”), or if Santarus fails to notify Depomed of Santarus’ written noticeinterest in obtaining the Covered Combination Product Rights, in either case prior to the Parties will negotiate in good faith expiration of the Evaluation Period, then Depomed shall have no further obligation to enter into a definitive agreementSantarus under this Agreement with respect to the applicable Covered Combination Product Rights with respect to the applicable Covered Combination Product. If Santarus is interested in obtaining the Parties are unable applicable rights, it shall so notify Depomed in writing prior to enter into the expiration of the Evaluation Period, and upon Depomed’s receipt of such notice Santarus and Depomed shall promptly commence good-faith negotiations, for a definitive agreement within period of [***] days after Proprius’ receipt and such longer period as may be mutually agreed upon by the parties in writing in the event the parties have made material progress in the negotiations (the “Negotiation Period”), regarding the commercially reasonable terms of Prometheus’ indication an agreement pursuant to which Santarus shall obtain the applicable rights. If Depomed and Santarus fail to enter into an agreement for the applicable rights prior to the expiration of interestthe Negotiation Period, or if Prometheus does then Depomed shall thereafter have the right to negotiate and enter into an agreement with a Third Party granting such rights to a Third Party; provided that, for a period of [***], any such agreement may not so indicate an interest in pursuing be on terms and conditions materially more favorable to the Business Opportunity within Third Party than the terms and conditions last offered by Santarus prior to the termination of discussions with Depomed. The provisions of this Section 15.1 shall not apply to, and Depomed shall have no obligation to Santarus under this Confidential Information, indicated by [***] business day period, Proprius will be free to execute such Business Opportunity with a Third Party provided that Proprius shall not offer the Business Opportunity to a Third Party on terms more favorable then those offered to Prometheus or on terms worth less to Proprius then those offered by Prometheus for the Business Opportunity. In no event shall Proprius be obligated to enter into any such transaction with Prometheus. Notwithstanding anything in this Agreement to the contrary, any Business Opportunity entered into by Proprius with a Third Party will be subject to Prometheus’ rights under this Agreement, including, without limitation, Prometheus’ right to receive the payments set forth in Article 5. *** Certain information on this page has been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.