Common use of ROFN Products Clause in Contracts

ROFN Products. (i) In the event that, with respect to a particular [***] ROFN Product, Jazz declines its ROFN, Jazz’s ROFN expires without delivery by Jazz to Pfenex of a ROFN Exercise Notice or the Parties do not enter into a ROFN Exercise Agreement for such ROFN Product in accordance with the terms of Section 2.5, then Sections 2.6(a) shall no longer apply to such ROFN Product. Pfenex may not file an IND for a [***] ROFN Product until Jazz declines its ROFN, Jazz’s ROFN expires without delivery by Jazz to Pfenex of a ROFN Exercise Notice, or the Parties fail to enter into a ROFN Exercise Agreement for such ROFN Product in accordance with the terms of Section 2.5. (ii) Pfenex’s obligations under Section 2.6(a) shall continue to apply to any [***] ROFN Product, regardless of whether Jazz declines its ROFN, Jazz’s ROFN expires without delivery by Jazz to Pfenex of a ROFN Exercise Notice, or the Parties fail to enter into a definitive ROFN Exercise Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

ROFN Products. (i) In the event that, with respect to a particular [***] ROFN Product, Jazz declines its ROFN, Jazz’s ROFN expires without delivery by Jazz to Pfenex of a ROFN Exercise Notice or the Parties do not enter into a ROFN Exercise Agreement for such ROFN Product in accordance with the terms of Section 2.5, then Sections 2.6(a) shall no longer apply to such ROFN Product. Pfenex may not file an IND for a [***] ROFN Product until Jazz declines its ROFN, Jazz’s ROFN expires without delivery by Jazz to Pfenex of a ROFN Exercise Notice, or the Parties fail to enter into a ROFN Exercise Agreement for such ROFN Product in accordance with the terms of Section 2.5. (ii) Pfenex’s obligations under Section 2.6(a) shall continue to apply to any [***] ROFN Product, regardless of whether Jazz declines its ROFN, Jazz’s ROFN expires without delivery by Jazz to Pfenex of a ROFN Exercise Notice, or the Parties fail to enter into a definitive ROFN Exercise Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.