Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. If at any time during period commencing on the date that any Program Target becomes a Failed Target and continuing until the [***] of such date, ARCHEMIX determines to [***] an internal research and development program (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect to the results of such internal Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity Notice”) describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an [***] prior to expiration of the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall negotiate in good faith an agreement with respect to the grant of rights to TAKEDA with respect to such Failed Target for a period of up to [***] days from the end of the Notice Period. If the Parties do not agree upon the terms with respect to such agreement within the [***] day negotiation period, ARCHEMIX shall thereafter have no obligations to TAKEDA with respect to such Failed Target. For purposes of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements with any Third Party, with respect to the Failed Target.

Right of First Negotiation. If at any time during period commencing on In addition to the date that any Program Target becomes license stated in Section 2.1(f), Immune Design shall have an exclusive right of first negotiation as described in this Section with respect to the grant of an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions with a Failed Target and continuing until the [Third Party to license (other than with respect to products containing *** or services using ***] ) any Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI shall not provide such date, ARCHEMIX determines notice or enter into negotiations or discussions with a Third Party to [license any Results of Continuing Work (other than with respect to products containing *** or services using ***] an internal research and development program (other than in ) during the conduct *** period following the Restated Effective Date. Thereafter, Immune Design shall have a period of proof-of-concept development research in animals or humans) *** days to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and IDRI (Ban “ID Notice” under this Section) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect to the results of such internal Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity Notice”) describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that it wishes desires to enter into negotiations with ARCHEMIX with respect for an exclusive license to such Failed Target Results of Continuing Work in the designated portion (an “ROFN Notice”); provided thator all, if TAKEDA determines not to give an [as the case may be) of the Immune Design Exclusive Field or in the ***] prior to expiration * Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt of the ID Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIXby IDRI, the Parties shall negotiate in good faith over a period of *** days (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license agreement reflecting such principal terms. If the Parties are unable to reach agreement on such principal terms during the negotiation period, or if they are unable to reach agreement on such definitive license agreement during the drafting period, IDRI shall be free to negotiate and to enter into one or more nonexclusive licenses to Third Party(ies) with respect to such Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (as well as anywhere else in the Territory) that do not provide for the grant of rights under such Results of Continuing Work as to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with this Section 4. If IDRI fails to enter into a license with respect to Results of Continuing Work with one or more Third Parties within *** after failing to reach agreement with Immune Design, then Immune Design shall again have the right of first negotiation with respect to such Results of Continuing Work, and IDRI shall not negotiate or enter into a license agreement with respect to such Results of Continuing Work without again affording Immune Design the grant first right of rights negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third Party, Immune Design shall continue to TAKEDA have the right of first negotiation with respect to such Failed Target for other Results of Continuing Work not so licensed to a period of up to [***] days from the end of the Notice Period. If the Parties do not agree upon the terms Third Party in accordance with respect to such agreement within the [***] day negotiation period, ARCHEMIX shall thereafter have no obligations to TAKEDA with respect to such Failed Target. For purposes of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements with any Third Party, with respect to the Failed Targetthis Section 4.

Right of First Negotiation. If at any time during period commencing Isis will notify Alnylam in writing once (i) Isis, on the date that any Program Target becomes a Failed Target and continuing until the its own with no subsequent rights to Third Parties, intends to initiate [***] of such date, ARCHEMIX determines to 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 internal research and Isis Double Stranded RNA Product before or during clinical development program (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA commercialization with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect to the results of such internal Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity Notice”) describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an [***] prior to expiration of the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall negotiate in good faith an agreement with respect to the grant of subsequent rights to TAKEDA with respect to such Failed Target for a period of up to Third Parties. Alnylam will have [***] days from the end receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the Notice Perioddevelopment and/or commercialization of such Isis Product. If the Parties do not agree upon the terms with respect Alnylam fails to such agreement respond to Isis’ notice within the [***] day negotiation perioddays or if Alnylam declines in writing to exercise its right of first negotiation, ARCHEMIX shall thereafter have no obligations then Isis will be free to TAKEDA develop and commercialize (either on its own or with respect to such Failed Target. For purposes of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, and/or the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and execute agreements 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 any a Third Party, with respect ) the Isis Product; provided that during the period prior to the Failed Targetlatest 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. If at any time during period commencing on (a) If, following the date Effective Date, Alfacell determines that any Program Target becomes a Failed Target particular Modified Targeted Ranpirnase compound demonstrates activity across one or more tumor cell types and continuing until the [***] has commercial viability (and such determination is reasonably supported by reasonable non-clinical or pre-clinical data in respect of such datecell type(s)), ARCHEMIX determines Alfacell shall, prior to [***] an internal research and instituting any Phase III development program (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Targetrespect thereof, it shall (A) provide Par with a one time written notice of information that Alfacell possesses or that Alfacell has a contractual right with any Third Party to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date obtain, subject to any corresponding contractual obligation, including copies of such noticedata, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect to the results of such internal Portions of this Exhibit were omitted and have been filed separately with the Secretary an estimate of the Commission pursuant cost for developing and obtaining regulatory approval therefor, that is reasonably required by Par to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] determine whether or not to [***] [***] with a Third Party enter into negotiations for a license or collaboration involving such Failed Target, provide TAKEDA agreement with written notice (the “Failed Target Opportunity Notice”) describing such [***] as well as the then-current status of its internal research efforts Alfacell with respect to such Failed TargetModified Targeted Ranpirnase. TAKEDA The delivery of such notice shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX automatically grant to Par an exclusive option (the “Notice PeriodOption”) to give enter into an agreement with Alfacell for an exclusive license to permit Par to market, sell and have sold such Modified Targeted Ranpirnase in respect of the applicable indications (the “New License Agreement”). Par shall determine and notify Alfacell of its determination in writing, as soon as practicable, and in any event no more than *** days after the grant of such Option by Alfacell, to (i) exercise the Option by delivery of written notice to ARCHEMIX Alfacell of its exercise of such Option, or (ii) reject the Option. The exercise, or determination not to exercise, by Par of its rights under this Section 4.5(a) in respect of any granted Option shall not affect its rights in respect of any other Modified Targeted Ranpirnase compound that it wishes to enter into negotiations with ARCHEMIX with respect was not subject to such Failed Target (an “ROFN Notice”); Option. Any data or other information provided that, if TAKEDA determines not by Alfacell to give an [Par pursuant to this Section 4.5(a) shall be deemed and treated as Confidential Information in accordance with and subject to Section 8.1. If Par fails to exercise its Option within such ***] prior to expiration of the Notice Period* period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIXor if Par rejects its Option, the Parties shall negotiate in good faith an agreement with respect to the grant of rights to TAKEDA with respect to such Failed Target for a period of up to [***] days from the end of the Notice Period. If or if the Parties do not agree upon execute a New License Agreement despite their good faith efforts during the terms *** described in subsection (b) below, then within ten (10) business days after such failure, rejection or absence of execution (as applicable), Par shall return to Alfacell all documentation containing Confidential Information of Alfacell that was received by Par pursuant to this Section 4.5(a). (b) If Par exercises its Option, the Parties shall, during the *** from the date of exercise of the Option, negotiate exclusively a New License Agreement with respect to one another in good faith. If, following such agreement within the [***] day negotiation period, ARCHEMIX the Parties have not executed the New License Agreement despite their good faith efforts, Alfacell may, but shall thereafter have no obligations not be obligated to, offer such license for Modified Targeted Ranpirnase for the applicable indication(s) to TAKEDA with respect to such Failed Targeta Third Party. For purposes If Par rejects the Option, or does not inform Alfacell of clarity, its exercise of the Option within the *** after expiration the grant of such negotiation periodOption by Alfacell, ARCHEMIX (i) Alfacell may, but shall have the unencumbered right to (inter alia) conduct one or more researchnot be obligated to, development and/or commercialization programs itself or together negotiate and enter into a license agreement with any a Third Party, and/or negotiate and execute agreements with any Third Party, with respect (ii) thereafter the particular Modified Targeted Ranpirnase that had been subject to the Failed Targetsuch Option shall be deemed to no longer be a “Competing Product” for purposes of this Agreement.

Right of First Negotiation. If at any time during period commencing on In the date event that any Program Target becomes GTC wishes to conduct research internally, is approached by a Failed Target Third Party to conduct research or itself approaches a Third Party to conduct research, the primary focus of which is *...* (the "Additional Research"), GTC recognizes that BMI may have an interest in such Additional Research and continuing until shall therefore use its best efforts to negotiate with the [***] Third Party for the benefit of such dateBMI, ARCHEMIX determines exclusive rights to [***] an internal research and development program (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect to use the results of the Additional Research*...*, provided that, GTC shall not be required by this sentence to use efforts in such internal Portions negotiations to the extent that such efforts would impair or hinder GTC's negotiations with such Third Party. Presuming GTC is successful in its negotiations with such Third Party, BMI shall have *...* days from receipt of this Exhibit were omitted and have been filed separately with written notice from GTC describing the Secretary scope of the Commission Additional Research to exercise an option (the "Option") on the exclusive rights to use the results of the Additional Research *...*. In the event that BMI exercises the Option pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities preceding sentence, then BMI and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity Notice”) describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an [***] prior to expiration of the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties GTC shall negotiate in good faith an agreement with respect to the grant of rights to TAKEDA with respect to such Failed Target for a period of up not more than *...* days the conditions of access to [***] days from the exclusive rights to use the results of * Confidential Treatment Requested the Additional Research within the BMI Field for the Territory. If, at the end of the Notice Period. If the Parties do such *...* day period, BMI and GTC have not agree upon reached agreement on the terms with respect to of such agreement within the [***] day negotiation periodexclusive rights, ARCHEMIX then GTC shall thereafter have no obligations be free to TAKEDA conduct such internal research or enter into an agreement with respect to such Failed Target. For purposes a Third Party regarding the use of clarity, after expiration the results of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements with any Third Party, with respect to the Failed TargetAdditional Research *...*.

Right of First Negotiation. If at (a) Prior to Licensee negotiating a term sheet with any time during period commencing on Third Party with respect to any grant of exclusive rights to develop or commercialize a Series A Product in a territory that would include [***], within [***] days after the date that any Program Target becomes a Failed Target availability of the final clinical study report containing the complete results and continuing until data for the [***] in an Indication, Licensee shall deliver to Licensor a copy of, or otherwise provide Licensor reasonable access to, such clinical study report. For a period of such date, ARCHEMIX determines to [***] an internal research and development program (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect to the results of such internal Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity Notice”) describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA shall have [***] days following the date that the Failed Target Opportunity Notice is given after receipt of such report, Licensor may elect, by ARCHEMIX delivery of written notice to Licensee, to exercise a right of first negotiation (the “Notice PeriodNegotiation Right”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect obtain exclusive Development and Commercialization rights to such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an Series A Product in such Indication in [***] prior to expiration of the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations]. If TAKEDA gives a ROFN Notice within Licensor timely exercises the Notice Period that it wishes to enter into negotiations with ARCHEMIXNegotiation Right, then (i) the Parties shall negotiate in good faith on an agreement with respect to exclusive basis the grant of such rights to TAKEDA with respect to such Failed Target Licensor for a period of up to [***] days from after such exercise (the end of the Notice “Negotiation Period. If the Parties do not agree upon ”) regarding the terms with respect to such agreement within and conditions of the [***] day negotiation period(it being understood that neither Party shall have any obligation to enter into a definitive agreement with respect thereto), ARCHEMIX and (ii) Licensee shall thereafter use reasonable efforts during the Negotiation Period to answer questions from Licensor about such Series A Product in such Indication (it being understood that such reasonable efforts shall not require Licensee to perform any additional research or development activities). If Licensor fails to timely exercise its Negotiation Right or the Parties fail to enter into a definitive agreement for the [***] before expiration of the Negotiation Period, then Licensor shall have no obligations to TAKEDA with respect to such Failed Target. further rights, and Licensee shall have no further obligations, under this Section 3.2. (b) For purposes of clarity, after expiration of such negotiation periodthe Negotiation Right shall apply only once, ARCHEMIX shall have in connection with the unencumbered right to (inter alia) conduct one or more research[***], development and/or commercialization programs itself or together and not in connection with any Third Partysubsequent [***] that Licensee may conduct, and/or negotiate and execute agreements with any Third Party, either with respect to the Failed Targetsame Series A Product in a different Indication, a different Series A Product, or otherwise.

Right of First Negotiation. If at any time during period commencing on the date that any Program Target becomes a Failed Target and continuing until the [***] of such date, ARCHEMIX determines to [***] an internal research and development program (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect to the results of such internal Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity Notice”) describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA shall Biogen Idec will have [***] days following the date that the Failed Target Opportunity from its receipt of PTI’s Sale Notice is given by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that determine whether it wishes to enter into negotiations with ARCHEMIX with respect PTI (i) in the case of a Change of Control, to purchase such Failed Target controlling interest in PTI, and (an “ROFN Notice”); provided thatii) in the case of a Program Sale, if TAKEDA determines not to give an [***] prior to expiration of purchase the Notice Period, it shall applicable assets. If Biogen Idec notifies PTI in good faith provide written notice to ARCHEMIX promptly upon such determination writing that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes would like to enter into negotiations with ARCHEMIXas provided in clauses (i) or (ii) of this Section 13.1(b), the Parties shall will negotiate in good faith an agreement with respect to the grant of rights to TAKEDA with respect to such Failed Target for a period of up to [***] days from following the end date of Biogen Idec’s written notice to enter into a definitive agreement (the Notice “Negotiation Period”). If During the Parties do not agree upon the terms with respect to such agreement within the first [***] day negotiation of the Negotiation Period, PTI will negotiate exclusively with Biogen Idec (and, for the avoidance of doubt, PTI may negotiate with Third Parties as well for the remaining [***] of the Negotiation Period). If the Parties are able to enter into such an agreement, then the Parties’ respective rights and obligations will be as set forth in such agreement. If (a) Biogen Idec informs PTI that it does not wish to enter into negotiations with PTI as provided in clauses (i) or (ii) of this Section 13.1(b), (b) Biogen Idec fails to provide such notice that it wishes to enter into negotiations with PTI as provided in clauses (i) or (ii) of this Section 13.1(b) within the required [***] period, ARCHEMIX shall thereafter or (c) Biogen Idec provides notice that it wishes to enter into negotiations with PTI as provided in clauses (i) or (ii) of this Section 13.1(b) within the required [***] period, but the Parties fail to CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. come to agreement on such an agreement within the Negotiation Period, in each case, PTI will have no further obligations to TAKEDA Biogen Idec with regard to such Change of Control or Program Sale; except that PTI may not enter into a Program Sale on terms that are materially less favorable to PTI in the aggregate than those offered by Biogen Idec in its final offer for a period of [***] following the Negotiation Period. Additionally, (A) if PTI is not able to enter into a definitive agreement with a Third Party regarding a Program Sale that meets the requirements of this Section 13.1(b) within a period of [***] following the Negotiation Period, then Biogen Idec’s rights under this Section 13.1(b) will reset with respect to such Failed Target. For purposes a Program Sale and PTI will be required to provide a new Sale Notice regarding any subsequent proposed Program Sale and (B) if PTI is not able to enter into a definitive agreement with a Third Party regarding a Change of clarityControl that meets the requirements of this Section 13.1(b) within a period of [***] following the Negotiation Period, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter aliathen Biogen Idec’s rights under this Section 13.1(b) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements with any Third Party, will reset with respect to a Change of Control, and PTI will be required to provide a new Sale Notice regarding any subsequent proposed Change of Control. For the Failed Targetavoidance of doubt, paragraphs (a) and (b) of this Section 13.1 will terminate and be of no further force and effect following the first to occur of (x) a Program Sale with a Third Party that is consummated in accordance with the terms and conditions of this Section 13.1 or (y) a Change of Control with a Third Party that is consummated in accordance with the terms and conditions of this Section 13.1. Additionally, paragraphs (a) and (b) of this Section 13.1 will terminate with respect to a Change of Control, but not a Program Sale, upon the consummation of (1) a public offering of the Common Stock of PTI or (2) any other transaction or series of transactions in which PTI, or an entity with which PTI merges, becomes or is a public reporting company, or the wholly-owned subsidiary of a public reporting company, pursuant to the Securities Exchange Act of 1934, as amended, or becomes or is a listed company on a non-U.S. exchange, or the wholly-owned subsidiary of a listed company on a non-U.S. exchange (in each case excluding a transaction that is a Change of Control, which is addressed in the preceding sentence).

Right of First Negotiation. If at With respect to any time during period commencing on the date that any Program Target becomes a Failed Target and continuing until the RTI-Developed New Allograft, MSD shall give notice to RTI [*****] days after notice of the existence of such dateRTI-Developed New Allograft as to whether MSD intends to exercise its right of first negotiation for the RTI-Developed New Allograft as set forth in this Section 6.3(d)(i). Any RTI-Developed New Allograft for which MSD elects to exercise its right of first negotiation shall be referred to herein as a “Right of First Refusal Allograft.” Any RTI-Developed New Allograft for which MSD elects not to exercise its right of first negotiation shall be referred to herein as a “Rejected Allograft.” With respect to each Right of First Refusal Allograft, ARCHEMIX determines to MSD shall have a right for a period of [***] an internal research and development program (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months after good faith negotiations begin, to agree with RTI on the LSF for such Right of First Refusal Allograft. In the event RTI and MSD agree with respect to the results LSF for such Right of First Refusal Allograft, then such internal Portions Right of First Refusal Allograft shall he added to Schedule 2.1 and shall become a Specialty Allograft, an Assembled Allograft, or Bone Paste, as the case may be, for all purposes of this Exhibit were omitted Agreement and have been filed separately with the Secretary LSF for such Right of First Refusal Allograft shall be as agreed upon by RTI and MSD. With respect to each Rejected Allograft, RTI shall be entitled to enter into an agreement after the end of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2) on the date on which ARCHEMIX initial [***] to [***] [***] with any third party for distribution of such Rejected Allograft provided such distribution does Page 16 not violate any MSD Intellectual Property Rights. With respect to any RTI–Developed New Allograft that is not intended or expected to be primarily used in the spine (each a Third Party “Non-Right of First Refusal Allograft”), MSD shall have a right for a license or collaboration involving such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity Notice”) describing such period of [***] as well as the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an [***] prior to expiration of the Notice Period, it shall in after good faith provide written notice negotiations begin, to ARCHEMIX promptly upon agree with RTI on the LSF for such determination that it declines to enter into negotiationsNon-Right of First Refusal Allograft. If TAKEDA gives a ROFN Notice within In the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall negotiate in good faith an agreement event RTI and MSD agree with respect to the grant LSF for such Non-Right of rights First Refusal Allograft, then such Non-Right of First Refusal Allograft shall be added to TAKEDA with respect to such Failed Target Schedule 2.1 and shall become a Specialty Allograft, an Assembled Allograft, or Bone Paste, as the case may be, for a period of up to [***] days from the end of the Notice Period. If the Parties do not agree upon the terms with respect to such agreement within the [***] day negotiation period, ARCHEMIX shall thereafter have no obligations to TAKEDA with respect to such Failed Target. For all purposes of clarity, after expiration this Agreement and the LSF for such Non-Right of such negotiation period, ARCHEMIX First Refusal Allograft shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate be as agreed upon by RTI and execute agreements with any Third Party, with respect to the Failed TargetMSD.