Common use of Right of Negotiation Clause in Contracts

Right of Negotiation. In the event that EPIZYME or any Affiliate desires to grant to a Third Party rights to Develop or Commercialize (including rights to distribute) any Licensed Compound or Licensed Product in any country in Asia, then EPIZYME shall provide EISAI with written notice (a “Third Party Offer Notice”) that EPIZYME is soliciting offers from Third Parties for such rights. EPIZYME shall not enter into any agreement with respect to such rights with any Third Party until thirty (30) days (or such longer period as the Parties may agree) after delivery of the Third Party Offer Notice to EISAI. If, within such thirty (30) day (or such longer period as the Parties may agree) period, EISAI delivers to EPIZYME a written offer proposing financial and other terms for the expansion of this Agreement to include such rights, then EPIZYME shall negotiate such offer with EISAI exclusively and in good faith for a period of ninety (90) days (or such longer period as the Parties may agree) (the “Negotiating Period”) and EPIZYME shall not discuss or enter into any agreement with respect to such rights with any Third Party during the Negotiating Period. If the Parties do not reach a written agreement for the expansion of rights under this Agreement during the Negotiating Period, then EPIZYME and its Affiliates thereafter shall be free to enter into an agreement with a Third Party with respect to such rights on such terms as EPIZYME may determine in its sole discretion. If EISAI fails to provide EPIZYME with a written offer proposing financial and other terms for the expansion of this Agreement to include such rights during the applicable thirty (30) day (or such longer period as the Parties may agree), then EPIZYME and its Affiliates shall be free to enter into an agreement with a Third Party with respect to such rights on such terms as EPIZYME may determine in its sole discretion.

Right of Negotiation. In the event that EPIZYME or any Affiliate desires If Genentech decides to grant seek a license to develop and/or commercialize a Third Party rights to Develop or Commercialize (including rights to distribute) any Licensed Compound or Licensed Product Anti-CD20 Product, Genentech shall promptly notify IDEC of such decision in any country in Asia, then EPIZYME writing [CONFIDENTIAL TREATMENT REQUESTED]. IDEC shall provide EISAI with written notice (a “Third Party Offer Notice”) that EPIZYME is soliciting offers from Third Parties for such rights. EPIZYME shall not enter into any agreement with respect to such rights with any Third Party until have thirty (30) days to elect in writing to participate in negotiations, and a failure to timely so elect shall be deemed a decision not to participate in such negotiations (or and following any such longer period as the Parties may agree) after delivery of the failure, Genentech shall have no further obligation to offer such Third Party Offer Notice Anti-CD20 Product to EISAI. If, within such thirty (30) day (or such longer period as the Parties may agree) period, EISAI delivers to EPIZYME a written offer proposing financial IDEC and other terms for the expansion of IDEC shall have no further rights under this Agreement with respect to include such rightsThird Party Anti-CD20 Product). In the event that IDEC timely notifies Genentech of its desire to participate in such negotiations, then EPIZYME shall negotiate such offer with EISAI exclusively and in good faith for a period of ninety (90) days, Genentech and IDEC shall use good faith efforts to agree upon terms with the Third Party for a license to such Third Party Anti-CD20 Product that includes the participation of IDEC and Genentech, vis-à-vis each other, in the United States [CONFIDENTIAL TREATMENT REQUESTED]; provided, at Genentech’s reasonable discretion, Genentech may choose to negotiate with such Third Party alone (but to the extent reasonably possible, on terms and conditions reasonably acceptable to IDEC). In the event that IDEC and Genentech have not agreed upon terms with such Third Party within ninety (90) days (of IDEC’s election to participate, or such longer period as if the Parties have not entered into a definitive agreement with such Third Party within one hundred and eighty (180) days of IDEC’s election to participate, then Genentech may agree) (the “Negotiating Period”) and EPIZYME shall not discuss or enter into any a definitive agreement on its own and at its sole discretion with such Third Party for such Third Party Anti-CD20 Product; provided, Genentech will use its commercially reasonable and diligent efforts to obtain the right for IDEC to participate with Genentech with respect to such rights with any Third Party during product in the Negotiating Period. If the Parties do not reach a written agreement for the expansion of rights under this Agreement during the Negotiating Period, then EPIZYME and its Affiliates thereafter shall be free to enter into an agreement with a Third Party with respect to such rights on such terms as EPIZYME may determine in its sole discretion. If EISAI fails to provide EPIZYME with a written offer proposing financial and other terms for the expansion of this Agreement to include such rights during the applicable thirty (30) day (or such longer period as the Parties may agree), then EPIZYME and its Affiliates shall be free to enter into an agreement with a Third Party with respect to such rights on such terms as EPIZYME may determine in its sole discretionUnited States.

Right of Negotiation. In the event that EPIZYME or any Affiliate desires to grant to a Third Party rights to Develop or Commercialize (including rights to distribute) any Licensed Compound or Licensed Product in any country in Asia, then EPIZYME shall provide EISAI with written notice (a “Third Party Offer Notice”) that EPIZYME is soliciting offers from Third Parties for such rights. EPIZYME shall not enter into any agreement with respect to such rights with any Third Party until thirty (30) days (or such longer period as the Parties may agree) after delivery of the Third Party Offer Notice to EISAI. If, within such thirty (30) day (or such longer period as the Parties may agree) period, EISAI delivers to EPIZYME a written offer proposing financial and other terms for the expansion of this Agreement to include such rights, then EPIZYME shall negotiate such offer with EISAI exclusively and in good faith for a period of ninety thirty (9030) days (or such longer period as the Parties may agree) (the “Negotiating Period”) and EPIZYME shall not discuss or enter into any agreement with respect to such rights with any Third Party during the Negotiating Period. If the Parties do not reach a written agreement for the expansion of rights under this Agreement during the Negotiating Period, then EPIZYME and its Affiliates thereafter shall be free to enter into an agreement with a Third Party with respect to such rights on such terms as EPIZYME may determine in its sole discretion. If EISAI fails to provide EPIZYME with a written offer proposing financial and other terms for the expansion of this Agreement to include such rights during the applicable thirty (30) day (or such longer period as the Parties may agree), then EPIZYME and its Affiliates shall be free to enter into an agreement with a Third Party with respect to such rights on such terms as EPIZYME may determine in its sole discretion.

Right of Negotiation. In the event that EPIZYME or any Affiliate desires If Genentech decides to grant seek a license to develop and/or commercialize a Third Party rights Anti-CD20 Product, Genentech shall promptly notify IDEC of such decision in writing (such occurrence to Develop or Commercialize (including rights “seek a license” shall be deemed to distribute) any Licensed Compound or Licensed Product in any country in Asia, then EPIZYME have occurred no later than the date that [**]. IDEC shall provide EISAI with written notice (a “Third Party Offer Notice”) that EPIZYME is soliciting offers from Third Parties for such rights. EPIZYME shall not enter into any agreement with respect to such rights with any Third Party until have thirty (30) days to elect in writing to participate in negotiations, and a failure to timely so elect shall be deemed a decision not to participate in such negotiations (or and following any such longer period as the Parties may agree) after delivery of the failure, Genentech shall have no further obligation to offer such Third Party Offer Notice Anti-CD20 Product to EISAI. If, within such thirty (30) day (or such longer period as the Parties may agree) period, EISAI delivers to EPIZYME a written offer proposing financial IDEC and other terms for the expansion of IDEC shall have no further rights under this Agreement with respect to include such rightsThird Party Anti-CD20 Product). In the event that IDEC timely notifies Genentech of its desire to participate in such negotiations, then EPIZYME shall negotiate such offer with EISAI exclusively and in good faith for a period of ninety (90) days, Genentech and IDEC shall use good faith efforts to agree upon terms with the Third Party for a license to such Third Party Anti-CD20 Product that includes the participation of IDEC and Genentech, vis-à-vis each other, in the United States [**]; provided, at Genentech’s reasonable discretion, Genentech may choose to negotiate with such Third Party alone (but to the extent reasonably possible, on terms and conditions reasonably acceptable to IDEC). In the event that IDEC and Genentech have not agreed upon terms with such Third Party within ninety (90) days (of IDEC’s election to participate, or such longer period as if the Parties have not entered into a definitive agreement with such Third Party within one hundred and eighty (180) days of IDEC’s election to participate, then Genentech may agree) (the “Negotiating Period”) and EPIZYME shall not discuss or enter into any a definitive agreement on its own and at its sole discretion with such Third Party for such Third Party Anti-CD20 Product; provided, Genentech will use its commercially reasonable and diligent efforts to obtain the right for IDEC to participate with Genentech with respect to such rights with any Third Party during product in the Negotiating Period. If the Parties do not reach a written agreement for the expansion of rights under this Agreement during the Negotiating Period, then EPIZYME and its Affiliates thereafter shall be free to enter into an agreement with a Third Party with respect to such rights on such terms as EPIZYME may determine in its sole discretion. If EISAI fails to provide EPIZYME with a written offer proposing financial and other terms for the expansion of this Agreement to include such rights during the applicable thirty (30) day (or such longer period as the Parties may agree), then EPIZYME and its Affiliates shall be free to enter into an agreement with a Third Party with respect to such rights on such terms as EPIZYME may determine in its sole discretionUnited States.

Right of Negotiation. In the event that EPIZYME or any Affiliate desires If Genentech decides to grant seek a license to develop and/or commercialize a Third Party rights Anti-CD20 Product, Genentech shall promptly notify IDEC of such decision in writing (such occurrence to Develop or Commercialize (including rights "seek a license" shall be deemed to distribute) any Licensed Compound or Licensed Product in any country in Asia, then EPIZYME have occurred no later than the date that [CONFIDENTIAL TREATMENT REQUESTED]. IDEC shall provide EISAI with written notice (a “Third Party Offer Notice”) that EPIZYME is soliciting offers from Third Parties for such rights. EPIZYME shall not enter into any agreement with respect to such rights with any Third Party until have thirty (30) days to elect in writing to participate in negotiations, and a failure to timely so elect shall be deemed a decision not to participate in such negotiations (or and following any such longer period as the Parties may agree) after delivery of the failure, Genentech shall have no further obligation to offer such Third Party Offer Notice Anti-CD20 Product to EISAI. If, within such thirty (30) day (or such longer period as the Parties may agree) period, EISAI delivers to EPIZYME a written offer proposing financial IDEC and other terms for the expansion of IDEC shall have no further rights under this Agreement with respect to include such rightsThird Party Anti-CD20 Product). In the event that IDEC timely notifies Genentech of its desire to participate in such negotiations, then EPIZYME shall negotiate such offer with EISAI exclusively and in good faith for a period of ninety (90) days, Genentech and IDEC shall use good faith efforts to agree upon terms with the Third Party for a license to such Third Party Anti-CD20 Product that includes the participation of IDEC and Genentech, vis-à-vis each other, in the United States [CONFIDENTIAL TREATMENT REQUESTED]; provided, at Genentech's reasonable discretion, Genentech may choose to negotiate with such Third Party alone (but to the extent reasonably possible, on terms and conditions reasonably acceptable to IDEC). In the event that IDEC and Genentech have not agreed upon terms with such Third Party within ninety (90) days (of IDEC's election to participate, or such longer period as if the Parties have not entered into a definitive agreement with such Third Party within one hundred and eighty (180) days of IDEC's election to participate, then Genentech may agree) (the “Negotiating Period”) and EPIZYME shall not discuss or enter into any a definitive agreement on its own and at its sole discretion with such Third Party for such Third Party Anti-CD20 Product; provided, Genentech will use its commercially reasonable and diligent efforts to obtain the right for IDEC to participate with Genentech with respect to such rights with any Third Party during product in the Negotiating Period. If the Parties do not reach a written agreement for the expansion of rights under this Agreement during the Negotiating Period, then EPIZYME and its Affiliates thereafter shall be free to enter into an agreement with a Third Party with respect to such rights on such terms as EPIZYME may determine in its sole discretion. If EISAI fails to provide EPIZYME with a written offer proposing financial and other terms for the expansion of this Agreement to include such rights during the applicable thirty (30) day (or such longer period as the Parties may agree), then EPIZYME and its Affiliates shall be free to enter into an agreement with a Third Party with respect to such rights on such terms as EPIZYME may determine in its sole discretionUnited States.

Right of Negotiation. In the event that EPIZYME or any Affiliate desires If Genentech decides to grant seek a license to develop and/or commercialize a Third Party rights Anti-CD20 Product, Genentech shall promptly notify IDEC of such decision in writing (such occurrence to Develop or Commercialize (including rights “seek a license” shall be deemed to distribute) any Licensed Compound or Licensed Product in any country in Asia, then EPIZYME have occurred no later than the date that [*]. IDEC shall provide EISAI with written notice (a “Third Party Offer Notice”) that EPIZYME is soliciting offers from Third Parties for such rights. EPIZYME shall not enter into any agreement with respect to such rights with any Third Party until have thirty (30) days to elect in writing to participate in negotiations, and a failure to timely so elect shall be deemed a decision not to participate in such negotiations (or and following any such longer period as the Parties may agree) after delivery of the failure, Genentech shall have no further obligation to offer such Third Party Offer Notice Anti-CD20 Product to EISAI. If, within such thirty (30) day (or such longer period as the Parties may agree) period, EISAI delivers to EPIZYME a written offer proposing financial IDEC and other terms for the expansion of IDEC shall have no further rights under this Agreement with respect to include such rightsThird Party Anti-CD20 Product). In the event that IDEC timely notifies Genentech of its desire to participate in such negotiations, then EPIZYME shall negotiate such offer with EISAI exclusively and in good faith for a period of ninety (90) days, Genentech and IDEC shall use good faith efforts to agree upon terms with the Third Party for a license to such Third Party Anti-CD20 Product that includes the participation of IDEC and Genentech, vis-à-vis each other, in the United States [*] provided, at Genentech’s reasonable discretion, Genentech may choose to negotiate with such Third Party alone (but to the extent reasonably possible, on terms and conditions reasonably acceptable to IDEC). In the event that IDEC and Genentech have not agreed upon terms with such Third Party within ninety (90) days (of IDEC’s election to participate, or such longer period as if the Parties have not entered into a definitive agreement with such Third Party within one hundred and eighty (180) days of IDEC’s election to participate, then Genentech may agree) (the “Negotiating Period”) and EPIZYME shall not discuss or enter into any a definitive agreement on its own and at its sole discretion with such Third Party for such Third Party Anti-CD20 Product; provided, Genentech will use its commercially reasonable and diligent efforts to obtain the right for IDEC to participate with Genentech with respect to such rights with any Third Party during product in the Negotiating Period. If the Parties do not reach a written agreement for the expansion of rights under this Agreement during the Negotiating Period, then EPIZYME and its Affiliates thereafter shall be free to enter into an agreement with a Third Party with respect to such rights on such terms as EPIZYME may determine in its sole discretion. If EISAI fails to provide EPIZYME with a written offer proposing financial and other terms for the expansion of this Agreement to include such rights during the applicable thirty (30) day (or such longer period as the Parties may agree), then EPIZYME and its Affiliates shall be free to enter into an agreement with a Third Party with respect to such rights on such terms as EPIZYME may determine in its sole discretionUnited States.