Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. SutroVax shall notify Lonza in writing the first time SutroVax desires to engage in bona fide term sheet discussions for the engagement of a third party contract manufacturer who is not an acquiror, affiliate or sublicensee of SutroVax (“Third Party Contract Manufacturer”) to provide manufacturing services to SutroVax for the commercial supply of SVX-24 (the “Commercial Services”). The parties agree that Lonza shall have a one-time right of first negotiation for the provision of such Commercial Services, provided that Lonza can manufacture SVX-24 with acceptable quality, at an appropriate scale to meet anticipated capacity requirements, at a price acceptable to the parties and in a time frame that allows SutroVax to meet its corporate objectives. Lonza shall provide SutroVax with written notification of its interest to provide Commercial Services, together with a proposal for such Commercial Services (together with timeline, facility and pricing), within [***] days after receiving such notification (the “Commercial Proposal”). After receiving such Commercial Proposal and so long as such Commercial Proposal provides [***], SutroVax and Lonza will negotiate in good faith the terms and conditions for Lonza to provide such Commercial Services to SutroVax. In the event Lonza does not provide SutroVax with its interest and such Commercial Proposal within such [***]-day period, or in the event Lonza provides SutroVax such Commercial Proposal but SutroVax and Lonza, despite negotiations in good faith for a period of [***] days, do not enter into a services agreement governing the terms and conditions for such Commercial Services (“Commercial Agreement”), SutroVax shall have the right to enter into an agreement with any other Third Party Contract Manufacturer for the provision of Commercial Services by such Third Party Contract Manufacturer, without further obligation to Lonza under this Paragraph 2.

Right of First Negotiation. SutroVax shall notify Lonza In the event Purchaser or any of its Affiliates develops a Covered Product in writing the first time SutroVax desires field of osteoarthritis and seeks to engage in bona fide term sheet discussions for the engagement of enter into a third party contract manufacturer who is not an acquiror, affiliate or sublicensee of SutroVax (“commercialization partnership with a Third Party Contract Manufacturer”) with respect to provide manufacturing services such Covered Product, then, prior to SutroVax for the commercial supply entering into any negotiations with respect to such partnership with a Third Party, Purchaser shall give written notice to Seller of SVX-24 its desire to enter into a commercialization partnership relationship (the “Commercial ServicesNotice”). The parties agree that Lonza shall have a one-time ) and offer to Seller the right of first negotiation for the provision of such Commercial Services, provided that Lonza can manufacture SVX-24 with acceptable quality, at an appropriate scale to meet anticipated capacity requirements, at a price acceptable respect to the parties and in a time frame that allows SutroVax to meet its corporate objectives. Lonza shall provide SutroVax with written notification of its interest to provide Commercial Services, together with a proposal commercialization rights for such Commercial Services (together with timeline, facility and pricing), within [***] days after receiving such notification Covered Product (the “Commercial ProposalRight of First Negotiation”). After receiving such Commercial Proposal In the event that Seller elects to exercise its Right of First Negotiation, Seller shall have thirty (30) days (the “Assessment Period”) after receipt of the Notice to so notify Purchaser in writing. Upon receipt of Seller’s notification, Seller and so long as such Commercial Proposal provides [***], SutroVax and Lonza Purchaser will negotiate in good faith and may enter into an agreement with respect to the commercialization rights for such Covered Product (the “Commercialization Agreement”) if the Parties reach agreement on the terms and conditions for Lonza to provide of such Commercial Services to SutroVaxCommercialization Agreement within sixty (60) days of the Notice (the “Negotiation Period”). In the event Lonza does not provide SutroVax with that Seller exercises its interest Right of First Negotiation, but Seller and such Commercial Proposal within such [***]-day period, or in the event Lonza provides SutroVax such Commercial Proposal but SutroVax and Lonza, despite negotiations in good faith for a period of [***] days, Purchaser do not enter into a services agreement governing definitive Commercialization Agreement within the terms and conditions for such Commercial Services (“Commercial Agreement”)Negotiation Period, SutroVax or Seller does not exercise its Right of First Negotiation during the Assessment Period, Purchaser shall have the right be free to enter into an any commercialization agreement with any other Third Party Contract Manufacturer with respect to the applicable Covered Product at any time thereafter with no obligation or other liability to Seller with respect to the Right of First Negotiation for this Agreement; provided, however, that the provision material financial terms of Commercial Services by any such commercialization agreement with such Third Party Contract Manufacturermay not be substantially less favorable in the aggregate than the terms offered to Purchaser by Seller, without further obligation if any. For the purposes of this Section 6.12, Seller shall mean Seller and its Affiliates, including Stryker. For the avoidance of doubt, Seller shall not be prohibited from continuing to Lonza under this Paragraph 2pursue a Commercialization Agreement with Purchaser even if Seller initially does not exercise its Right of First Negotiation or fails to enter into a definitive Commercialization Agreement with Purchaser during the Negotiation Period.

Right of First Negotiation. SutroVax shall notify Lonza in writing If, during the first time SutroVax term of this Agreement, the Company desires to engage in bona fide term sheet discussions for expand the engagement nature or scope of a third party contract manufacturer who the MTM services it is not an acquiror, affiliate providing or sublicensee of SutroVax (“Third Party Contract Manufacturer”) to provide manufacturing services to SutroVax for the commercial supply of SVX-24 expand its client base (the “Commercial Expanded Services”). The parties agree that Lonza shall have , the Company shall, prior to the commencement of such activities, notify UA of such desire and grant UA a one-time right of first negotiation for with respect to such Expanded Services (“ROFN”). Along with such notice, the provision of such Commercial Services, provided that Lonza can manufacture SVX-24 with acceptable quality, at an appropriate scale to meet anticipated capacity requirements, at a price acceptable to the parties and in a time frame that allows SutroVax to meet its corporate objectives. Lonza Company shall provide SutroVax UA with written notification a complete description of its interest proposed activities and services; including, without limitation, its estimate of the number and qualification of the pharmacists and other personnel necessary in order to provide Commercial perform such Expanded Services, together with a proposal for such Commercial Services . Within thirty (together with timeline, facility and pricing), within [***] 30) days (“Notice Period”) after receiving such notification (notice and information, UA shall notify Company in writing whether or not it is interested in negotiating terms to provide Expanded Services. If UA desires to provide the “Commercial Proposal”)Expanded Services, it must reasonably be able to provide the requisite additional facility space and personnel to accommodate the Expanded Services within a reasonable period of time. After receiving If UA notifies Company that it is interested in negotiating such Commercial Proposal and so long as such Commercial Proposal provides [***]terms, SutroVax and Lonza will the parties shall negotiate in good faith the terms and conditions for Lonza up to provide such Commercial Services to SutroVax. In the event Lonza does not provide SutroVax with its interest and such Commercial Proposal within such [***]-day period, or in the event Lonza provides SutroVax such Commercial Proposal but SutroVax and Lonza, despite negotiations in good faith for a period of [***] days, do not enter into a services agreement governing the terms and conditions for such Commercial Services thirty (30) days (“Commercial AgreementNegotiation Period”), SutroVax shall have ) after Company receives such notice from UA. If the right parties fail to enter into an agreement within such a Negotiation Period, or if UA does not provide written notice of its interest within the Notice Period, then the Company shall be free to negotiate with any other Third Party Contract Manufacturer for third-party contractor; provided that Company shall not enter into a final agreement with a third-party contractor unless Company first offers UA the provision of Commercial opportunity to obtain the right to conduct Expanded Services by on the same such Third Party Contract Manufacturerterms and UA notifies Company within thirty (30) days that it is no longer interested. In the event that UA notifies Company that it is not interested in obtaining the right to conduct the Expanded Services, without further obligation the Company shall use its best efforts to Lonza under this Paragraph 2collaborate with UA in selecting a qualified third-party contractor.

Right of First Negotiation. SutroVax shall notify Lonza in writing During the first time SutroVax desires to engage in bona fide term sheet discussions for of this Agreement, Seller hereby grants Buyer (and its Affiliates) the engagement of a third party contract manufacturer who is not an acquiror, affiliate or sublicensee of SutroVax (“Third Party Contract Manufacturer”) to provide manufacturing services to SutroVax for the commercial supply of SVX-24 (the “Commercial Services”). The parties agree that Lonza shall have a one-time right of first negotiation as to any new acne products, product ideas or inventions making use of the same Technology (a hydrogel coated ( * ) which are developed, designed or invented by or on behalf of Seller (collectively, "New Products"). Buyer shall have sixty (60) days from the time it receives from Seller material information about any * Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. New Product to notify Seller in writing if it is interested in discussing terms for the provision of Buyer to purchase, license or otherwise have access to such Commercial Services, provided that Lonza can manufacture SVX-24 with acceptable quality, at an appropriate scale to meet anticipated capacity requirements, at a price acceptable to the parties and in a time frame that allows SutroVax to meet its corporate objectivesNew Product. Lonza shall provide SutroVax with written notification If Buyer so notifies Seller of its interest to provide Commercial Servicesin any New Product, together with a proposal for such Commercial Services (together with timeline, facility and pricing), within [***] days after receiving such notification (the “Commercial Proposal”). After receiving such Commercial Proposal and so long as such Commercial Proposal provides [***], SutroVax and Lonza will it shall negotiate in good faith the terms and conditions for Lonza with Seller with respect to provide an appropriate agreement to access such Commercial Services to SutroVaxNew Product. In the event Lonza does not provide SutroVax with its interest and such Commercial Proposal within such [***]-day period, or in the event Lonza provides SutroVax such Commercial Proposal but SutroVax and Lonza, despite negotiations in good faith for The Buyer shall have a period of [***] daysnine (9) months to complete this agreement ("Negotiation Period"), do not unless extended by mutual consent. During this Negotiation Period, in no event shall Seller enter into an agreement with a services agreement governing third party to sell, assign, license, transfer or otherwise make available such New Product. If the parties fail to agree on the terms and conditions for of such Commercial Services (“Commercial Agreement”), SutroVax an agreement by the end of the Negotiation Period. Seller shall have the right to enter into an agreement with any other Third Party Contract Manufacturer for a third party with respect to such new Products, provided that the provision terms of Commercial Services by such Third Party Contract Manufactureragreement are not, without further obligation in the aggregate, materially more favorable to Lonza under this Paragraph 2such third party than such material terms and conditions which Seller last offered in good faith to Buyer in connection therewith.

Right of First Negotiation. SutroVax shall If, during the Exclusivity Period, Xxxx contemplates entering into negotiations with a Delta Partner or another airline to launch air service in any geography outside either the Territory or Japan (such geography, the “ROFN Geography”), Xxxx will notify Lonza Delta in writing of its interest in so entering negotiations with a Delta Partner or another airline in the first time SutroVax desires to engage in bona fide term sheet discussions for the engagement of a third party contract manufacturer who is not an acquiror, affiliate or sublicensee of SutroVax (“Third Party Contract Manufacturer”) to provide manufacturing services to SutroVax for the commercial supply of SVX-24 ROFN Geography (the “Commercial ServicesROFN Notice”). The parties agree that Lonza shall Delta (or a joint venture or alliance partner designated by Delta) will have a one-time the right of first negotiation for the provision of such Commercial Services, provided that Lonza can manufacture SVX-24 with acceptable quality, at an appropriate scale to meet anticipated capacity requirements, at a price acceptable respect to the parties and in a time frame ROFN Geography. Commencing on the date that allows SutroVax to meet its corporate objectives. Lonza shall provide SutroVax with written notification Joby notifies Delta of its interest to provide Commercial Services, together with a proposal for such Commercial Services and continuing until the earlier of (together with timeline, facility and pricing), within [***] x) sixty (60) days after receiving delivery of the ROFN Notice and (y) written notice from Delta (or such notification joint venture or alliance partner designated by Delta) that it is not interested in commercializing such ROFN Geography (the “Commercial ProposalROFN Period”), Xxxx shall not enter into negotiations or consummate a transaction launching a “Home to Seat” service in a ROFN Geography with any airline other than Delta or a Delta Partner designated by Delta. After receiving such Commercial Proposal and so long as such Commercial Proposal provides [***]During the ROFN Period, SutroVax and Lonza Xxxx will negotiate engage in exclusive good faith the negotiations with Delta or such Delta Partner on terms and conditions for Lonza a “Home to provide such Commercial Services to SutroVax. In the event Lonza does not provide SutroVax with its interest and such Commercial Proposal within such [***]-day period, or in the event Lonza provides SutroVax such Commercial Proposal but SutroVax and Lonza, despite negotiations in good faith for a period of [***] days, do not enter into a services agreement governing the terms and conditions Seat” service for such Commercial Services (“Commercial Agreement”), SutroVax shall have the right ROFN Geography. If Joby and Delta or such Delta Partner are unable to enter into reach an agreement during the ROFN Period, then Xxxx may enter negotiations to launch a “Home to Seat” service with any third party with respect to the applicable ROFN Geography. Notwithstanding anything to the contrary set forth herein, both Parties agree they shall not (during the Term) offer a “Home to Seat” service or a substantially similar product or service that incorporates or utilizes any identifiable and protectable Intellectual Property Rights jointly developed by the Parties, except as contemplated by Article 8 below. To the extent the Parties agree on a customer-facing product name for “Home to Seat” branding, both Parties agree that they shall not (and shall cause their respective Affiliates and, with respect to Joby, its joint venture partners, not to) use that name and branding with any other Third Party Contract Manufacturer for the provision of Commercial Services by such Third Party Contract Manufacturerairline or eVTOL partner, without further obligation to Lonza under this Paragraph 2as applicable.

Right of First Negotiation. SutroVax shall 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 Lonza Prometheus in writing thereof, with such notice containing a reasonably complete summary of reasonably available information necessary to evaluate the first time SutroVax desires Business Opportunity; provided, however, that Proprius shall not be obligated to engage in bona fide term sheet discussions for disclose to Prometheus the engagement identity of a third party contract manufacturer who is not an acquirorany such Third Party, affiliate or sublicensee of SutroVax (“the terms proposed by such Third Party Contract Manufacturer”(if confidential) to provide manufacturing services to SutroVax for the commercial supply of SVX-24 (the “Commercial Services”). The parties agree that Lonza shall have a one-time right of first negotiation for the provision or any other confidential or proprietary information of such Commercial ServicesThird Party. If Prometheus indicates interest in pursuing the Business Opportunity within [***] business days of Prometheus’ receipt of Proprius’ written notice, provided that Lonza can manufacture SVX-24 with acceptable quality, at an appropriate scale the Parties will negotiate in good faith to meet anticipated capacity requirements, at enter into a price acceptable definitive agreement. If the Parties are unable to the parties and in enter into a time frame that allows SutroVax to meet its corporate objectives. Lonza shall provide SutroVax with written notification of its interest to provide Commercial Services, together with a proposal for such Commercial Services (together with timeline, facility and pricing), definitive agreement within [***] days after receiving such notification (the “Commercial Proposal”). After receiving such Commercial Proposal and so long as such Commercial Proposal provides [***]Proprius’ receipt of Prometheus’ indication of interest, SutroVax and Lonza will negotiate in good faith the terms and conditions for Lonza to provide such Commercial Services to SutroVax. In the event Lonza or if Prometheus does not provide SutroVax with its so indicate an interest and such Commercial Proposal in pursuing the Business Opportunity within such [***]-day period, or in the event Lonza provides SutroVax such Commercial Proposal but SutroVax and Lonza, despite negotiations in good faith for a period of [***] daysbusiness day period, do Proprius will be free to execute such Business Opportunity with a Third Party provided that Proprius shall not enter into offer the Business Opportunity to a services agreement governing 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 terms and conditions for such Commercial Services (“Commercial Agreement”), SutroVax Business Opportunity. In no event shall have the right Proprius be obligated to enter into an agreement any such transaction with Prometheus. Notwithstanding anything in this Agreement to the contrary, any other Business Opportunity entered into by Proprius with a Third Party Contract Manufacturer for the provision of Commercial Services by such Third Party Contract Manufacturerwill be subject to Prometheus’ rights under this Agreement, including, without further obligation limitation, Prometheus’ right to Lonza under this Paragraph 2.receive the payments set forth in Article 5. *** Certain Confidential Information Omitted

Right of First Negotiation. SutroVax (a) Application for 12-5 Status; PRC ROFN. BeiGene shall notify Lonza apply for national priority project status in writing the PRC Territory under the twelfth or thirteenth five-year plan of the People’s Republic of China (“12-5 Status”) for 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, then BeiGene shall retain the right to Commercialize Product in the PRC Territory, and Company shall have the first time SutroVax desires right to engage negotiate with BeiGene with respect to rights under the Beigene Technology to research, Develop, and Manufacture and Commercialize Collaboration Compound and Product in bona fide term sheet discussions for the engagement of a third party contract manufacturer who is not an acquiror, affiliate or sublicensee of SutroVax (“Third Party Contract Manufacturer”) to provide manufacturing services to SutroVax for the commercial supply of SVX-24 PRC Territory as set forth in this Section 2.3 (the “Commercial ServicesPRC ROFN”). The parties agree that Lonza Prior to BeiGene negotiating with or entertaining offers from a Third Party with respect to any such rights, BeiGene shall have a one-time right of first negotiation for the provision of such Commercial Services, provided that Lonza can manufacture SVX-24 with acceptable quality, at an appropriate scale to meet anticipated capacity requirements, at a price acceptable to the parties notify Company and shall negotiate solely and in good faith with Company to grant Company a time frame that allows SutroVax license to meet its corporate objectives. Lonza shall provide SutroVax Develop, Manufacture and Commercialize Collaboration Compound and Product in the PRC Territory for a period commencing with written notification of its interest to provide Commercial Services, together with a proposal for such Commercial Services (together with timeline, facility the date Company receives notice from BeiGene and pricing), within expiring [...***...] ([...***...]) days after receiving such notification thereafter (the “Commercial ProposalROFN Period”). After receiving such Commercial Proposal If the Parties are unable to agree on substantive terms within the ROFN Period, Company shall promptly reduce to writing its last offer to BeiGene and so long as such Commercial Proposal provides [***], SutroVax and Lonza will negotiate in good faith the terms and conditions for Lonza to provide such Commercial Services writing to SutroVax. In the event Lonza does not provide SutroVax with its interest BeiGene, and such Commercial Proposal within such [***]-day period, or in the event Lonza provides SutroVax such Commercial Proposal but SutroVax and Lonza, despite negotiations in good faith for a period of [***] days, do not enter into a services agreement governing the terms and conditions for such Commercial Services (“Commercial Agreement”), SutroVax BeiGene shall have the right be free to enter into an agreement with any other a Third Party Contract Manufacturer for the provision acquisition of Commercial Services such rights in the PRC Territory by such Third Party Contract ManufacturerParty, without further obligation provided that (i) the financial terms of such agreement shall be more favorable to Lonza under 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 Paragraph 2filing and filed separately with the Securities and Exchange Commission. such agreement is entered into within the period commencing with the expiration of the ROFN Period and expiring [...***...] thereafter (the “Unrestricted Period”). BeiGene shall not be permitted to disclose the terms of Company’s offer to any Third Party.