Common use of Xxxxx’x Right of Non-Exclusive Negotiation for Licensed Product Clause in Contracts

Xxxxx’x Right of Non-Exclusive Negotiation for Licensed Product. 2.10.1 Prior to Licensee entering into any Sublicense Agreement with a third party (a “Potential Sublicensee”) pursuant to which Licensee shall grant a sublicense under the Licensed Rights to such Potential Sublicensee to develop and/or commercialize one or more Licensed Products (collectively, the “Sublicensed Products” and each individually a “Sublicensed Product”) for all or part of the Territory (all or any part of the Territory covered by any such Sublicense Agreement being hereinafter referred to as the “Sublicensed Territory”) and prior to Licensee entering into any exclusivity agreement with any Potential Sublicensee relating to the exclusive negotiation of any such Sublicense Agreement, (i) Licensee shall notify Ipsen in writing that Licensee is willing to enter into non-exclusive negotiations with Ipsen for the grant by Licensee to Ipsen of commercialization rights to such Sublicensed Products for the Sublicensed Territory and (ii) Licensee shall comply with all of the provisions set forth below in this Section 2.10.1. As soon as practicable (but in any event within [ ]* of receipt by Ipsen of such notice from Licensee), Ipsen will respond to Licensee in writing regarding Xxxxx’x interest in entering into such non-exclusive negotiations. If Ipsen responds to Licensee in writing that it is not interested in entering into such non-exclusive negotiations, then all obligations of the Parties under this Section 2.10 with respect to such Sublicensed Products in the Sublicensed Territory shall terminate and be of no further force or effect, both at that time and in the future, unless Licensee does not enter into a definitive Sublicense Agreement with a Potential Sublicensee within [ ]* after the date that Ipsen last delivered a written response to Licensee stating that Ipsen was not interested in entering into such non-exclusive negotiations, in which case the Party’s respective rights and obligations under this Section 2.10 with respect to such Sublicensed Products in the Sublicensed Territory shall once again become applicable at that time. If Ipsen responds to Licensee in writing that it is interested in entering into such non-exclusive negotiations, the Parties will promptly commence non-exclusive, good faith negotiations through and until the earlier of (1) the [ ]* following the date that Ipsen gives such written notice to Licensee, provided that Licensee may elect, in its sole * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. and absolute discretion, to have the period covered by this clause (1) be longer than [ ]* by giving written notice of such election to Ipsen (which written notice shall specify the length of such period), (2) the date that the Parties jointly determine and agree to end such negotiations and (3) the date that Ipsen notifies Licensee in writing that Ipsen does not want to continue negotiations (the period of such negotiations being hereinafter referred to as the “Section 2.10 Negotiation Period”). Notwithstanding anything express or implied in the foregoing provisions of this Section 2.10.1 to the contrary, (A) Licensee retains the right to terminate any such negotiations with Ipsen at any time prior to [ ]* if Licensee makes a determination, in its sole and absolute discretion, that Licensee is no longer considering granting commercialization rights to such Sublicensed Products to Ipsen and any Potential Sublicensees and (B) Licensee shall have the right to conduct discussions or negotiations with Potential Sublicensees prior to, simultaneously with, and/or after termination of, the negotiations with Ipsen, provided that Licensee shall not enter into a definitive agreement with any of such Potential Sublicensees until after [ ]*. If upon [ ]*, Licensee and Ipsen shall not have entered into a definitive agreement pursuant to which Licensee has granted to Ipsen commercialization rights to such Sublicensed Products, then Licensee will be free at any time thereafter to enter into any definitive agreement with a Potential Sublicensee pursuant to which Licensee grants to such Potential Sublicensee any commercialization rights to such Sublicensed Products in the Sublicensed Territory; provided, however, that (i) Licensee shall not enter into any such definitive agreement with a Potential Sublicensee if the terms of such definitive agreement are less favorable to Licensee and its business than the last terms with respect to such Sublicensed Products that were proposed by Ipsen in writing during the applicable Section 2.10 Negotiation Period and (ii) if Licensee does not enter into a definitive Sublicense Agreement with a Potential Sublicensee within [ ]*, the Party’s respective rights and obligations under this Section 2.10 with respect to such Sublicensed Products in the Sublicensed Territory shall once again become applicable at that time.

Xxxxx’x Right of Non-Exclusive Negotiation for Licensed Product. 2.10.1 Prior to Licensee entering into any Sublicense Agreement with a third party (a “Potential Sublicensee”) pursuant to which Licensee shall grant a sublicense under the Licensed Rights to such Potential Sublicensee to develop and/or commercialize one or more Licensed Products (collectively, the “Sublicensed Products” and each individually a “Sublicensed Product”) for all or part of the Territory (all or any part of the Territory covered by any such Sublicense Agreement being hereinafter referred to as the “Sublicensed Territory”) and prior to Licensee entering into any exclusivity agreement with any Potential Sublicensee relating to the exclusive negotiation of any such Sublicense Agreement, (i) Licensee shall notify Ipsen in writing that Licensee is willing to enter into non-exclusive negotiations with Ipsen for the grant by Licensee to Ipsen of commercialization rights to such Sublicensed Products for the Sublicensed Territory and (ii) Licensee shall comply with all of the provisions set forth below in this Section 2.10.1. As soon as practicable (but in any event within [ ]* of receipt by Ipsen of such notice from Licensee), Ipsen will respond to Licensee in writing regarding Xxxxx’x interest in entering into such non-exclusive negotiations. If Ipsen responds to Licensee in writing that it is not interested in entering into such non-exclusive negotiations, then all obligations of the Parties under this Section 2.10 with respect to such Sublicensed Products in the Sublicensed Territory shall terminate and be of no further force or effect, both at that time and in the future, unless Licensee does not enter into a definitive Sublicense Agreement with a Potential Sublicensee within [ ]* after the date that Ipsen last delivered a written response to Licensee stating that Ipsen was not interested in entering into such non-exclusive negotiations, in which case the Party’s respective rights and obligations under this Section 2.10 with respect to such Sublicensed Products in the Sublicensed Territory shall once again become applicable at that time. If Ipsen responds to Licensee in writing that it is interested in entering into such non-exclusive negotiations, the Parties will promptly commence non-exclusive, good faith negotiations through and until the earlier of (1) the [ ]* following the date that Ipsen gives such written notice to Licensee, provided that Licensee may elect, in its sole * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. and absolute discretion, to have the period covered by this clause (1) be longer than [ ]* by giving written notice of such election to Ipsen (which written * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. notice shall specify the length of such period), (2) the date that the Parties jointly determine and agree to end such negotiations and (3) the date that Ipsen notifies Licensee in writing that Ipsen does not want to continue negotiations (the period of such negotiations being hereinafter referred to as the “Section 2.10 Negotiation Period”). Notwithstanding anything express or implied in the foregoing provisions of this Section 2.10.1 to the contrary, (A) Licensee retains the right to terminate any such negotiations with Ipsen at any time prior to [ ]* if Licensee makes a determination, in its sole and absolute discretion, that Licensee is no longer considering granting commercialization rights to such Sublicensed Products to Ipsen and any Potential Sublicensees and (B) Licensee shall have the right to conduct discussions or negotiations with Potential Sublicensees prior to, simultaneously with, and/or after termination of, the negotiations with Ipsen, provided that Licensee shall not enter into a definitive agreement with any of such Potential Sublicensees until after [ ]*. If upon [ ]*, Licensee and Ipsen shall not have entered into a definitive agreement pursuant to which Licensee has granted to Ipsen commercialization rights to such Sublicensed Products, then Licensee will be free at any time thereafter to enter into any definitive agreement with a Potential Sublicensee pursuant to which Licensee grants to such Potential Sublicensee any commercialization rights to such Sublicensed Products in the Sublicensed Territory; provided, however, that (i) Licensee shall not enter into any such definitive agreement with a Potential Sublicensee if the terms of such definitive agreement are less favorable to Licensee and its business than the last terms with respect to such Sublicensed Products that were proposed by Ipsen in writing during the applicable Section 2.10 Negotiation Period and (ii) if Licensee does not enter into a definitive Sublicense Agreement with a Potential Sublicensee within [ ]*, the Party’s respective rights and obligations under this Section 2.10 with respect to such Sublicensed Products in the Sublicensed Territory shall once again become applicable at that time.