Common use of Negotiation Right Clause in Contracts

Negotiation Right. Commencing on the Effective Date and until the completion of a Phase 2 Clinical Trial for a Licensed Product, if Fulcrum wishes to sublicense to any Third Party any of the rights granted to Fulcrum by GSK under Section 2.2 in any country(ies) in the Territory other than the United States, Fulcrum shall, prior to entering into a sublicense agreement with any Third Party, notify GSK in writing of Fulcrum’s desire to sublicense its rights to a Third Party and the terms on which Fulcrum proposes to grant such sublicense; provided, however, that the terms of this Section 4.1 shall not apply to any sublicense to any Service Provider. GSK shall have [**] from receipt of such notice to decide whether to enter into further negotiations with Fulcrum for GSK or its Affiliate to Exploit Licensed Product in the applicable country(ies) in the Territory other than the United States. If GSK does not elect for it or its Affiliate to Exploit Licensed Product in the applicable country(ies) in the Territory other than the United States or does not respond to Fulcrum’s notice within such [**] period, subject to Section 2.3, Fulcrum may sublicense the rights granted to Fulcrum by GSK under Section 2.2 in the applicable country(ies) in the Territory other than the United States to any Third Party, subject to Section 2.3. If GSK elects within such [**] period to negotiate for it or its Affiliate to Exploit Licensed Product in the applicable country(ies) in the Territory other than the United States, then the Parties shall negotiate in good faith for a period of not more than [**] after such election by GSK. If the Parties have not reached an agreement within such [**] period, then Fulcrum shall have the right to (i) enter into negotiations with any Third Party for the sublicense of its rights granted to Fulcrum by GSK under Section 2.2 in the applicable country(ies) in the Territory other than the United States and (ii) grant sublicenses in the applicable country(ies) in the Territory without further obligations to negotiate with GSK, provided that any such sublicense (x) is subject to Section 2.3 and (y) does not include terms that are in the aggregate less favorable than those offered by GSK. For the avoidance of doubt, GSK’s right of first negotiation under this Section 4.1 shall expire upon the first completion of a Phase 2 Clinical Trial for a Licensed Product.

Negotiation Right. Commencing Subject to the terms and conditions of this Agreement, Aurinia hereby grants Otsuka a right of negotiation to obtain an exclusive license under Aurinia Technology to Develop or Commercialize the Products in the Field in one or more countries or regions not then included in the Otsuka Territory, excluding the U.S. and Canada (the “Expanded Territory Negotiation Right”) on the Effective Date terms set out in this Section. If Aurinia intends to grant an exclusive license under Aurinia Technology to Develop or Commercialize the Products in the Field (other than on early access/named-patient programs basis) in any country or region not then included in the Otsuka Territory, excluding the U.S. and until the completion Canada, and, as a result of a Phase 2 Clinical Trial for a Licensed Productsuch grant, if Fulcrum wishes to sublicense to any such Third Party any of the rights granted to Fulcrum by GSK under Section 2.2 in any country(ies) in the Territory other than the United Stateswould be an Other Aurinia Licensee, Fulcrum shall, prior to entering into a sublicense agreement with any Third Party, Aurinia shall promptly notify GSK Otsuka in writing of Fulcrumsuch intent (the “Territory ROFN Notice”) and, if Otsuka wishes to exercise the Expanded Territory Negotiation Right for one or more such countries or regions, it shall notify Aurinia in writing within [time period redacted] of receipt of the Territory ROFN Notice from Aurinia. If Otsuka notifies Aurinia in writing of Otsuka’s desire to sublicense its rights to a Third Party and exercise the terms on which Fulcrum proposes to grant such sublicense; provided, however, that the terms of this Section 4.1 shall not apply to any sublicense to any Service Provider. GSK shall have [**] from receipt of such notice to decide whether to enter into further negotiations with Fulcrum for GSK or its Affiliate to Exploit Licensed Product in the applicable country(ies) in the Expanded Territory other than the United States. If GSK does not elect for it or its Affiliate to Exploit Licensed Product in the applicable country(ies) in the Territory other than the United States or does not respond to Fulcrum’s notice Negotiation Right within such [**] period, subject to Section 2.3, Fulcrum may sublicense the rights granted to Fulcrum by GSK under Section 2.2 in the applicable country(ies) in the Territory other than the United States to any Third Party, subject to Section 2.3. If GSK elects within such [**] period to negotiate for it or its Affiliate to Exploit Licensed Product in the applicable country(ies) in the Territory other than the United States, then the Parties shall negotiate in good faith faith, for a period of not more than up to [**time period redacted] after Otsuka provides such election by GSKnotice (or such longer time period as the Parties may agree upon), to enter into an amendment to this Agreement to add such country or region on financial and other terms to be agreed between the Parties. If Otsuka fails to exercise the Expanded Territory Negotiation Right or notifies Aurinia in writing that it will not exercise the Expanded Territory Negotiation Right with respect to all or any of such countries or regions, in either case within the [time period redacted] period above, or if the Parties have not reached fail to reach agreement on an agreement within amendment to this Agreement during such [**time period redacted] (or longer) negotiation period, then Fulcrum Otsuka shall have the right to (i) enter into negotiations with any Third Party for the sublicense of its no rights granted to Fulcrum by GSK under Section 2.2 in the applicable country(ies) in the Territory other than the United States and (ii) grant sublicenses in the applicable country(ies) in the Territory without further obligations to negotiate with GSK, provided that any such sublicense (x) is subject to Section 2.3 and (y) does not include terms that are in the aggregate less favorable than those offered by GSK. For the avoidance of doubt, GSK’s right of first negotiation under this Section 4.1 shall expire upon 2.6 with respect to such countries or regions and no rights or license to Develop or Commercialize the first completion of a Phase 2 Clinical Trial for a Licensed ProductCompound or any Product in such countries or regions.