Common use of ROFN Clause in Contracts

ROFN. With respect to each ROFN Product, Pfenex hereby grants Jazz an exclusive right of first negotiation (the “ROFN”) to obtain an exclusive, sublicenseable (through multiple tiers) license from Pfenex under the Pfenex ROFN Product IP for such ROFN Product to Develop, make, have made, use, sell, have sold, offer for sale and import and otherwise Commercialize such ROFN Product in the Field in the Territory under a definitive agreement as negotiated by the Parties pursuant to Section 2.5(c) for such ROFN Product. Jazz shall have the right to exercise the ROFN for each ROFN Product by delivery of written notice to Pfenex (a “ROFN Exercise Notice”) within sixty (60) days of Jazz’s receipt of the ROFN Data Package for such ROFN Product in accordance with the terms of this Section 2.5. If Jazz does not provide a ROFN Exercise Notice to Pfenex within sixty (60) days after Jazz’s receipt of the applicable ROFN Data Package, then Jazz’s ROFN shall lapse only with respect to such ROFN Product.