Common use of Rights of First Negotiation Clause in Contracts

Rights of First Negotiation. Cubist hereby grants Chiron (a) a right of first negotiation to obtain Commercialization rights in the Territory with respect to any and all Additional Daptomycin Products, and (b) a right of first negotiation to obtain Commercialization rights in the Territory to any and all Directly Competitive Products, in each case, on the following terms: In the event that Cubist proposes to grant, sell, assign or otherwise transfer to a Third Party all or any portion of any such Commercialization rights, regardless of whether Cubist or a Third party makes the initial proposal, then Cubist will promptly notify Chiron in writing thereof. As soon as practicable, Chiron will respond to Cubist in writing regarding its interest in entering into negotiations to obtain such rights and the Parties will promptly [*] following the date that Cubist gives such written notice to Chiron. Upon commencement of such negotiations, [*] to grant Commercialization rights with respect to such Additional Daptomycin Product or Directly Competitive Product. If Chiron and Cubist are unable to agree on material terms within [*] after receipt by Chiron of Cubist’s notice of its intent to transfer Commercialization rights, then Cubist will [*]. Chiron shall have an exclusive [*] period to present (but shall not be obligated to present) to Cubist a revised proposal. If Cubist does not accept Chiron’s revised proposal upon expiration of such exclusive period, in its sole discretion, Cubist will be free to enter into negotiations with any Third Party, provided, however, Chiron shall have the non-exclusive right to continue discussions with Cubist. If Cubist determines that it is likely to accept terms with a Third Party for such Commercialization rights, Cubist will offer Chiron an opportunity for [*], at Chiron’s headquarters or at any other location that the Parties may mutually agree upon, within [*] of Cubist’s notification to Chiron that it is affording Chiron such opportunity to meet, for the purpose of explaining in reasonable detail the reasons that Cubist is likely to accept such terms. Chiron shall have a period of [*] from the date of such meeting to present to Cubist [*] and Cubist hereby agrees that it will not accept the Third Party terms until the earlier of (a) the expiration of such [*] period, (b) the date that Chiron affirmatively declines to make an offer, and (c) the date that Chiron proposes, and Cubist rejects, such offer. For the avoidance of doubt, Cubist is not obligated to offer the foregoing opportunity for [*]. Cubist will select the party with which it wishes to enter into negotiations for a definitive agreement in its sole discretion, provided, however, in making its determination, [*]. Chiron hereby acknowledges and agrees that [*]

Rights of First Negotiation. Cubist hereby grants Chiron (a) a right of first negotiation to obtain Commercialization rights in From the Territory with respect to any and all Additional Daptomycin Products, and (b) a right of first negotiation to obtain Commercialization rights in the Territory to any and all Directly Competitive Products, in each case, on the following terms: In the event that Cubist proposes to grant, sell, assign or otherwise transfer to a Third Party all or any portion of any such Commercialization rights, regardless of whether Cubist or a Third party makes the initial proposal, then Cubist will promptly notify Chiron in writing thereof. As soon as practicable, Chiron will respond to Cubist in writing regarding its interest in entering into negotiations to obtain such rights and the Parties will promptly [*] following the date that Cubist gives such written notice to Chiron. Upon commencement of such negotiations, [*] to grant Commercialization rights with respect to such Additional Daptomycin Product or Directly Competitive Product. If Chiron and Cubist are unable to agree on material terms within [*] after receipt by Chiron of Cubist’s notice of its intent to transfer Commercialization rights, then Cubist will [*]. Chiron shall have an exclusive [*] period to present (but shall not be obligated to present) to Cubist a revised proposal. If Cubist does not accept Chiron’s revised proposal upon expiration of such exclusive period, in its sole discretion, Cubist will be free to enter into negotiations with any Third Party, provided, however, Chiron shall have the non-exclusive right to continue discussions with Cubist. If Cubist determines that it is likely to accept terms with a Third Party for such Commercialization rights, Cubist will offer Chiron an opportunity for [*], at Chiron’s headquarters or at any other location that the Parties may mutually agree upon, within [*] of Cubist’s notification to Chiron that it is affording Chiron such opportunity to meet, for the purpose of explaining in reasonable detail the reasons that Cubist is likely to accept such terms. Chiron shall have a period of [*] from the date of such meeting to present to Cubist [*] and Cubist hereby agrees that it will not accept the Third Party terms First Amendment Date until the earlier of (a) the expiration tenth anniversary of such [*] period, the First Amendment Date or (b) the date that Chiron affirmatively declines on which all or substantially all of AquaBeam’s assets, stock or business is acquired by a non-Affiliate third party, if AquaBeam or its Affiliate desires to make an offergrant to a non-Affiliate third party any license rights under the Licensed Patents in any field of use other than the Field (“Other Field”), AquaBeam or such Affiliate shall grant to Procept a first right of negotiation for such license rights in the Other Field. If AquaBeam desires to grant such license rights in the Other Field, AquaBeam or such Affiliate shall give Procept written notice of the same. Procept shall have thirty (30) days to determine and to notify AquaBeam or such Affiliate in writing whether Procept desires to negotiate license rights in such Other Field. Failure by Procept to provide such written notice to AquaBeam or such Affiliate within such thirty (c30) day period shall be deemed to be a rejection by Procept of AquaBeam’s or its Affiliate’s offer to negotiate license rights in such Other Field. If Procept rejects (or is deemed to reject) AquaBeam’s or such Affiliate’s offer to negotiate for license rights in the Other Field, or if Procept accepts AquaBeam’s or such Affiliate’s offer to negotiate for such license rights within the 30-day period but AquaBeam (or its Affiliate, as the case may be) and Procept are unable, after negotiating in good faith, to reach agreement on license rights in such Other Field within sixty (60) days of the date that Chiron proposesProcept notified AquaBeam or its Affiliate of Procept’s desire to negotiate license rights in such Other Field, then AquaBeam or its Affiliate shall have no further obligation to Procept with respect to license rights in such Other Field and Cubist rejectsAquaBeam or its Affiliate may, at any time thereafter, grant any license rights in such offerOther Field to any third party, subject to Section 5.4 hereof. For the avoidance of doubt, Cubist is not obligated to offer the foregoing opportunity for [*]. Cubist will select the party with AquaBeam shall ensure any agreement under which it wishes grants rights to enter into negotiations for a definitive agreement any Affiliate in its sole discretion, provided, however, in making its determination, [*]. Chiron hereby acknowledges and agrees that [*]any Licensed Patents requires such Affiliate agree to the provisions of this Section 2.5.

Rights of First Negotiation. Cubist hereby grants Chiron (a) If LICENSEE decides, other than as part of a right merger or sale of first negotiation LICENSEE as a whole or a sale of substantially all of the assets of LICENSEE , to obtain Commercialization rights in seek to sublicense the Territory with respect to any and all Additional Daptomycin Products, and (b) a right of first negotiation to obtain Commercialization rights in the Territory to any and all Directly Competitive Products, in each case, on the following terms: In the event that Cubist proposes to grant, sell, assign or otherwise transfer Licensed Technology to a Third Party all in any one of the following territories: US, UK, Germany, France, Spain, Italy, China or any portion Japan for Development and/or Commercialization of any such Commercialization rights, regardless of whether Cubist or a Third party makes the initial proposalProduct, then Cubist will promptly LICENSEE shall first notify Chiron PFIZER in writing thereofof its plans for such a sublicense, including the specific territory to be covered (“Transaction Notice”). As soon as practicableIf PFIZER desires to evaluate whether to seek such sublicense in such notified territory (the “Subject Territory”) for itself, Chiron will respond then PFIZER shall notify LICENSEE within thirty (30) days of receipt of the Transaction Notice (“Negotiation Notice”). For the sixty (60) days following receipt of the Negotiation Notice (“Exclusivity Period”), PFIZER shall have the exclusive right to Cubist negotiate an exclusive sublicense to the Product in writing regarding its interest in entering into the Subject Territory with LICENSEE, such negotiations to obtain such rights include at least one face-to-face meeting and the Parties will promptly [*] following the date that Cubist gives such written notice to Chiron. Upon commencement of such negotiations, [*] to grant Commercialization rights with respect to such Additional Daptomycin Product or Directly Competitive Productbe conducted on a good faith basis using reasonable efforts. If Chiron and Cubist are unable PFIZER does not provide such Negotiation Notice to agree on material terms within [*] after receipt by Chiron of Cubist’s notice of its intent LICENSEE, does not provide a written proposal during the Exclusivity Period, or the two Parties do not come to transfer Commercialization rightsagreement during the Exclusivity Period, then Cubist will [*]. Chiron LICENSEE shall have an exclusive [*] period to present (but shall not be obligated to present) to Cubist a revised proposal. If Cubist does not accept Chiron’s revised proposal upon expiration of such exclusive period, in its sole discretion, Cubist will be free to enter into negotiations pursue such a sublicense with any Third Party, ; provided, however, Chiron that LICENSEE shall have the non-exclusive right not be entitled to continue discussions with Cubist. If Cubist determines that it is likely subsequently grant Development or Commercialization rights to accept terms with a Third Party for the Subject Territory unless, in the reasonable and informed good faith judgment of the Board of Directors of LICENSEE, the terms and provisions of the proposed agreement with such Commercialization rights, Cubist will offer Chiron an opportunity for [*], at Chiron’s headquarters or at any other location that the Parties may mutually agree upon, within [*] of Cubist’s notification to Chiron that it is affording Chiron such opportunity to meet, for the purpose of explaining in reasonable detail the reasons that Cubist is likely to accept such terms. Chiron shall have a period of [*] from the date of such meeting to present to Cubist [*] and Cubist hereby agrees that it will not accept the Third Party terms until the earlier of (a) the expiration of such [*] period, (b) the date that Chiron affirmatively declines to make an offer, and (c) the date that Chiron proposes, and Cubist rejects, such offer. For the avoidance of doubt, Cubist is not obligated to offer the foregoing opportunity for [*]. Cubist will select the party with which it wishes to enter into negotiations for a definitive agreement in its sole discretion, provided, howeverare, in making its determinationthe aggregate, [*]. Chiron hereby acknowledges more favorable to LICENSEE than the terms and agrees that [*]provisions set forth in the last offer submitted in writing by PFIZER to LICENSEE in the course of the negotiations between PFIZER and LICENSEE.

Rights of First Negotiation. Cubist hereby grants Chiron (a) a right of first negotiation to obtain Commercialization rights in the Territory with respect to any and all Additional Daptomycin Products, and (b) a right of first negotiation to obtain Commercialization rights in the Territory to any and all Directly Competitive Products, in each case, on the following terms: In the event that Cubist proposes to grant, sell, assign or otherwise transfer to a Third Party all or any portion of any such Commercialization rights, regardless of whether Cubist or a Third party makes the initial proposal, then THEN Cubist will promptly notify Chiron in writing thereof. As soon as practicable, Chiron will respond to Cubist in writing regarding its interest in entering into negotiations to obtain such rights and the Parties will promptly [*] following the date that Cubist gives such written notice to Chiron. Upon commencement of such negotiations, [*] to grant Commercialization rights with respect to such Additional Daptomycin Product or Directly Competitive Product. If Chiron and Cubist are unable to agree on material terms within [*] after receipt by Chiron of Cubist’s 's notice of its intent to transfer Commercialization rights, then Cubist will [*]. Chiron shall have an exclusive [*] period to present (but shall not be obligated to present) to Cubist a revised proposal. If Cubist does not accept Chiron’s 's revised proposal upon expiration of such exclusive period, in its sole discretion, Cubist will be free to enter into negotiations with any Third Party, providedPROVIDED, howeverHOWEVER, Chiron shall have the non-exclusive right to continue discussions with Cubist. If Cubist determines that it is likely to accept terms with a Third Party for such Commercialization rights, Cubist will offer Chiron an opportunity for [*], at Chiron’s 's headquarters or at any other location that the Parties may mutually agree upon, within [*] of Cubist’s 's notification to Chiron that it is affording Chiron such opportunity to meet, for the purpose of explaining in reasonable detail the reasons that Cubist is likely to accept such terms. Chiron shall have a period of [*] from the date of such meeting to present to Cubist [*] and Cubist hereby agrees that it will not accept the Third Party terms until the earlier of (a) the expiration of such [*] period, (b) the date that Chiron affirmatively declines to make an offer, and (c) the date that Chiron proposes, and Cubist rejects, such offer. For the avoidance of doubt, Cubist is not obligated to offer the foregoing opportunity for [*]. Cubist will select the party with which it wishes to enter into negotiations for a definitive * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION agreement in its sole discretion, providedPROVIDED, howeverHOWEVER, in making its determination, [*]. Chiron hereby acknowledges and agrees that [*]

Rights of First Negotiation. Cubist hereby grants Chiron 2.6.1 If Somaxon initiates a Phase III clinical trial in the US (or its equivalent in a country within the Territory) during the Initial Term or any Extension Term involving any drug product or drug treatment containing (a) a right doxepin (other than the Licensed Product) in any field of first negotiation to obtain Commercialization rights use outside the Field in the Territory or (b) any doxepin isomers (other than the Licensed Product) in any field of use in the Territory (each, an “Other Doxepin Product”), Somaxon shall provide written notice to Paladin of such initiation. If Paladin notifies Somaxon in writing within 45 days after receipt of such notice (each, a “Doxepin Evaluation Period”) that Paladin is not interested in obtaining rights in and to the applicable Other Doxepin Product in the Territory (such rights, “Other Doxepin Product Rights”), or if Paladin fails to notify Somaxon of Paladin’s interest in obtaining the Other Doxepin Product Rights prior to the expiration of the Doxepin Evaluation Period, then Somaxon shall have no further obligation to Paladin with respect to any and all Additional Daptomycin Productsthe applicable Other Doxepin Product Rights. If Paladin is interested in obtaining the Other Doxepin Product Rights, it shall so notify Somaxon in writing prior to the expiration of the Doxepin Evaluation Period, and (b) upon Somaxon’s receipt of such notice, Paladin and Somaxon shall promptly commence good-faith negotiations, for a right period of first negotiation to obtain Commercialization rights 60 days and such longer period as may be mutually agreed upon by the parties in writing in the Territory event the parties have made material progress in the negotiations (the “Doxepin Negotiation Period”), regarding the commercially reasonable terms of an agreement pursuant to any which Paladin shall obtain such Other Doxepin Product Rights. If Somaxon and all Directly Competitive ProductsPaladin have failed to enter into an agreement for the Other Doxepin Product Rights upon the expiration of the Doxepin Negotiation Period, in each case, on then Somaxon shall thereafter have the right to negotiate and enter into an agreement with a Third Party following terms: In the event that Cubist proposes to grant, sell, assign or otherwise transfer Doxepin Negotiation Period granting the Other Doxepin Product Rights to a Third Party all or any portion of any such Commercialization rights, regardless of whether Cubist or a Third party makes on terms that are no less favourable to Somaxon than those that were contained in the initial proposal, then Cubist will promptly notify Chiron in writing thereof. As soon as practicable, Chiron will respond last offer by Paladin to Cubist in writing regarding its interest in entering into negotiations to obtain such rights and the Parties will promptly [*] following the date that Cubist gives such written notice to Chiron. Upon commencement of such negotiations, [*] to grant Commercialization rights with respect to such Additional Daptomycin Product or Directly Competitive Product. If Chiron and Cubist are unable to agree on material terms within [*] after receipt by Chiron of Cubist’s notice of its intent to transfer Commercialization rights, then Cubist will [*]. Chiron shall have an exclusive [*] period to present (but shall not be obligated to present) to Cubist a revised proposal. If Cubist does not accept Chiron’s revised proposal upon expiration of such exclusive period, in its sole discretion, Cubist will be free to enter into negotiations with any Third Party, provided, however, Chiron shall have the non-exclusive right to continue discussions with Cubist. If Cubist determines that it is likely to accept terms with a Third Party for such Commercialization rights, Cubist will offer Chiron an opportunity for [*], at Chiron’s headquarters or at any other location that the Parties may mutually agree upon, within [*] of Cubist’s notification to Chiron that it is affording Chiron such opportunity to meet, for the purpose of explaining in reasonable detail the reasons that Cubist is likely to accept such terms. Chiron shall have a period of [*] from the date of such meeting to present to Cubist [*] and Cubist hereby agrees that it will not accept the Third Party terms until the earlier of (a) the expiration of such [*] period, (b) the date that Chiron affirmatively declines to make an offer, and (c) the date that Chiron proposes, and Cubist rejects, such offer. For the avoidance of doubt, Cubist is not obligated to offer the foregoing opportunity for [*]. Cubist will select the party with which it wishes to enter into negotiations for a definitive agreement in its sole discretion, provided, however, in making its determination, [*]. Chiron hereby acknowledges and agrees that [*]Somaxon.