Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. If during the term of this Agreement, Onconova desires to develop and/or commercialize in the Licensed Territory any product containing a Related Compound (as defined below), either itself or with or through an Affiliate or a Third Party, Onconova shall, prior to the commencement of any such activities in or with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **.

Right of First Negotiation. Planet shall provide written notice to Agway in the event Planet desires to develop a product with a third party, or is approached by a third party to develop a product, for use in Agway's Field of Business. Such notice shall include an outline of anticipated funding needs, the anticipated length of the product feasibility study and Planet's desired result from such study. Agway shall have 30 days following receipt of such notice to advise Planet whether Agway considers the product to be Commercially Feasible, and whether Agway is interested in such a product. Agway shall have another 30 days thereafter to negotiate a product feasibility study on terms and conditions acceptable to Planet, including financial terms under which Agway will fund such product feasibility study. If the parties cannot agree to such terms and conditions within such 30 day period, or if the parties cannot agree whether the product is or is not Commercially Feasible, the parties agree to submit the matter to arbitration under ARTICLE 18 and Planet agrees to take no further action with respect to such product and feasibility study during the arbitration proceeding. If the product is considered to be Commercially Feasible, and if Agway does not express interest in such a product within the initial 30 day period, (i) Planet may proceed with such a third party product feasibility study and Agway shall have no rights in connection with such product feasibility study or with respect to any product developed thereunder (hereinafter a "Developed Product"), and (ii) Planet shall have the right to grant an exclusive license to a third party under the Planet Technology and the New Technology to make, have made, use or sell such Developed Product in Agway's Field of Business. Any such third party license shall be limited to such Developed Product and shall not otherwise diminish Agway's rights with respect to the Planet Technology and to the New Technology under this Agreement. Planet agrees that it will not, during the term of this Agreement, Onconova desires to develop and/or commercialize in the Licensed Territory any product containing a Related Compound (as defined below), either itself or with or through an Affiliate or a Third Party, Onconova shall, prior to the commencement of any such activities in or with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together proceed with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and a third party feasibility study if the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it product is not interested in obtaining such license or right on such terms. “Related Compound” means any **considered to be Commercially Feasible.

Right of First Negotiation. If during From the term Distribution Time until the third (3rd) anniversary of this Agreementthe Distribution Time, Onconova desires to develop and/or commercialize in the Licensed Territory any product containing a Related Compound (as defined below), either itself or with or through an Affiliate or a Third Party, Onconova shallPluto agrees that, prior to the commencement of providing (or discussing or negotiating with any such activities in or with respect Third Party to the Licensed Territory, notify SymBio in writing of Onconova’s intent provide) a license to conduct such activities (directly or with or through an Affiliate or a Third PartyParty to market and distribute a Specified Pluto Product as an authorized generic pharmaceutical product in a particular country (other than in connection with the resolution or settlement of a Third Party claim for infringement of Intellectual Property), Pluto shall provide Spinco with written notice that it is contemplating providing such a license. During the 90 days following the date of such notice (the “Exclusivity Period”), Spinco shall have the exclusive right to negotiate with Pluto on the terms and conditions under which Pluto would provide such license to Spinco (it being understood that neither Pluto nor Spinco shall be under any obligation to agree to enter into such license). Together with Within 30 days of the date of such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio Spinco shall notify Onconova Pluto in writing whether or not SymBio Spinco is interested in negotiating the terms pursuant to which SymBio would obtain acquiring a license or right from Pluto to conduct market and distribute the Specified Pluto Product as an authorized generic pharmaceutical product in such activities with respect to such Related Compound in the Licensed Territorycountry. If SymBio notifies Onconova Spinco does not notify Pluto in writing that SymBio it is interested in negotiating acquiring such termsa license within such 30-day period, Spinco will be deemed to not be interested in acquiring such a license, and the Parties Exclusivity Period shall immediately expire. During the Exclusivity Period, Pluto shall negotiate in good faith with Spinco (and shall not negotiate with any Third Party) for up any such license in such country. Following the Exclusivity Period, if Pluto has complied with its obligations set forth in the immediately preceding sentence, Pluto shall be free to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an discussions, negotiations and/or agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or any Third Party in connection with such license. Once the Licensed Territoryright of first negotiation under this Section 5.01(c) has applied in respect of any Specified Pluto Product in any country, provided that Onconova this Section 5.01(c) shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, longer apply with respect to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain Specified Pluto Product in such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **country.

Right of First Negotiation. Camurus hereby grants to Braeburn a right of first negotiation to expand the license in Section 2.1 to include countries within the Camurus Territory that are outside the EU (the “ROFN Countries”) on the terms and conditions set forth in this Section 2.4. If during Camurus has received a bona fide offer or proposal from a Third Party encompassing key financial and commercial terms, or otherwise has agreed on such principal terms with a Third Party, in either case to commercialize a Product in one or more of the term ROFN Countries, then prior to Camurus granting rights to such Third Party to commercialize a Product in one or more of the ROFN Countries, Camurus shall give Braeburn prompt written notice thereof. Braeburn shall have [***] after receipt of the notice to deliver a Notice of Exercise, covering all the ROFN Countries that are subject to the Third Party offer, to Camurus. Upon Camurus’ receipt of a Notice of Exercise, the Parties shall enter into good faith negotiations regarding an amendment to this Agreement, Onconova desires Agreement on commercially reasonable terms to develop and/or commercialize include in the Licensed Territory any product containing the ROFN Countries specified in the Notice of Exercise. If Braeburn has not delivered a Related Compound (as defined below)Notice of Exercise within the [***] period, either itself or the Parties are unable to reach agreement on an amendment to this Agreement within [***], then Braeburn shall have no further rights hereunder with respect to such ROFN Countries covered by the Third Party offer; provided, that if Camurus or through an Affiliate or one of its Affiliates do not execute a commercial agreement with a Third PartyParty within [***] from the Notice of Exercise, Onconova shall, prior to the commencement of any such activities in or then Braeburn’s rights with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova offered countries under this Section 2.4 shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **reset.

Right of First Negotiation. If during FOUNDATION grants LICENSEE, to the term extent not granted under another section or paragraph of this Agreement, Onconova desires to develop and/or commercialize in the Licensed Territory any product containing a Related Compound (as defined below), either itself or with or through an Affiliate or a Third Party, Onconova shall, prior to the commencement right of any such activities in or first negotiation with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent any Improvement. LICENSEE shall have an exclusive right to conduct negotiate an agreement with FOUNDATION for any such activities (directly or with or through an Affiliate or Improvement for a Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ******************************************************* after receiving such notice and informationto LICENSEE or Reduction to Practice of the invention that comprises the Improvement, SymBio shall notify Onconova in writing whether or not SymBio whichever is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territorylater. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall FOUNDATION will negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation with LICENSEE during this period. OTHER ----- LICENSEE agrees that it will not use the indicia or names FOUNDATION or of Cornell University or any of their personnel in advertising, promotion, or if SymBio does labeling of Licensed Products without prior written approval of the FOUNDATION. Such approval shall not provide written notice be unreasonably withheld by FOUNDATION. It is understood, however, that LICENSEE shall be free to disclose the terms and conditions of its interest within the aforementioned ** period, then Onconova would have the right this Agreement to conduct such activities either itself or with or through an Affiliate or Third Party any third parties including potential investors. FOUNDATION makes no representations other than those specified in the WHEREAS clauses. FOUNDATION MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FOUNDATION by this Agreement makes no representation as to the patentability and/or breadth of the inventions and/or discoveries involved in a Licensed TerritoryPatent. FOUNDATION by this Agreement makes no representation as to patents now held or which will be held by others in the field of the Licensed Products for a particular purpose. LICENSEE agrees to defend, provided that Onconova shall not grant to a Third Party a license indemnify and hold FOUNDATION harmless from and against all liability, demands, damages, expenses or right to conduct losses for death, personal injury, illness or property damage arising (a) out of use by LICENSEE or its sublicensees of inventions licensed or information furnished under this Agreement, or (b) out of any use, sale or other disposition by LICENSEE or its sublicensees of products made by use of such activities on terms that are materially more favorableinventions or information. As used in this clause, taken as a wholeFOUNDATION includes its Trustees, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such termsOfficers, Agents and Employees, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such termsthose of Cornell University, and "LICENSEE" includes its Affiliates, Subsidiaries, Contractors and Sub-Contractors. “Related Compound” means any **.This Agreement shall be interpreted under the Laws of the State of New York. Reports, notices and other communications to the FOUNDATION shall be addressed to:

Right of First Negotiation. If (a) If, at any time during the term Term, Braeburn or any of this Agreement, Onconova desires its Affiliates intends to license or sublicense its right to develop and/or commercialize or Commercialize a ROFN Product in the Licensed Territory (or any product containing a Related Compound part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (as defined belowbut not including any Excluded Transaction), either itself or with or through an Affiliate or a Third Party, Onconova shall, then prior to the commencement negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of any such activities in or its intent, provide to Knight a copy of material data with respect to the Licensed Territorydevelopment and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), notify SymBio and shall, unless Knight notifies Braeburn in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and during the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova ROFN Negotiation Period that SymBio is interested in negotiating such terms, the Parties shall negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. acquiring rights to a particular ROFN Product (a “Related Compound” means any Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn.

Right of First Negotiation. If during SutroVax shall notify Lonza in writing the term of this Agreement, Onconova first time SutroVax desires to develop and/or commercialize engage in bona fide term sheet discussions for the Licensed Territory any product containing engagement of a Related Compound third party contract manufacturer who is not an acquiror, affiliate or sublicensee of SutroVax (as defined below“Third Party Contract Manufacturer”) to provide manufacturing services to SutroVax for the commercial supply of SVX-24 (the “Commercial Services”). The parties agree that Lonza shall have a one-time right of first negotiation for the provision of such Commercial Services, provided that Lonza can manufacture SVX-24 with acceptable quality, at an appropriate scale to meet anticipated capacity requirements, at a price acceptable to the parties and in a time frame that allows SutroVax to meet its corporate objectives. Lonza shall provide SutroVax with written notification of its interest to provide Commercial Services, together with a proposal for such Commercial Services (together with timeline, facility and pricing), either itself or with or through an Affiliate or a Third Party, Onconova shall, prior to the commencement of any such activities in or with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within within [** **] days after receiving such notice notification (the “Commercial Proposal”). After receiving such Commercial Proposal and informationso long as such Commercial Proposal provides [***], SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall SutroVax and Lonza will negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant and conditions for Lonza to which SymBio would obtain provide such rightsCommercial Services to SutroVax. If In the Parties event Lonza does not provide SutroVax with its interest and such Commercial Proposal within such [***]-day period, or in the event Lonza provides SutroVax such Commercial Proposal but SutroVax and Lonza, despite negotiations in good faith for a period of [***] days, do not enter into a services agreement governing the terms and conditions for such an agreement within such negotiation periodCommercial Services (“Commercial Agreement”), or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would SutroVax shall have the right to conduct such activities either itself or enter into an agreement with or through an Affiliate or any other Third Party in Contract Manufacturer for the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to provision of Commercial Services by such Third Party than the terms last offered by SymBio Contract Manufacturer, without further obligation to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **Lonza under this Paragraph 2.

Right of First Negotiation. If during During the term of this AgreementTerm, Onconova desires to develop and/or commercialize each Company Licensee shall promptly notify the applicable Pfizer Licensor in writing in the Licensed Territory event that it invents or otherwise generates any product containing improvements, modifications, or upgrades to any Third Party IP that are licensed to a Related Compound (as defined below), either itself or with or through an Affiliate or a Third Party, Onconova shall, prior Pfizer Licensor pursuant to the commencement of Scripps Agreement or any such activities in or with respect Patent Rights that, from time to time, the Licensed TerritoryParties identify as, notify SymBio and agree in writing of Onconova’s intent are, the Patent Rights to conduct such activities which this Section shall apply (directly or with or through an Affiliate or a Third Party“Scripps Improvements”). Together Upon receipt of such written notice from such Company Licensee, the applicable Pfizer Licensor shall have thirty (30) days to notify such Company Licensee that it intends to enter into negotiations with such notice, Onconova shall provide Company Licensee to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities be granted exclusive rights with respect thereto. Within ** after receiving If such notice and information, SymBio shall Pfizer Licensor does not so notify Onconova such Company Licensee in writing whether within such thirty (30) day period that it intends to enter into negotiations with such Company Licensee, then such Company Licensee shall be permitted to license any Patent Rights or not SymBio is interested in negotiating Know-How that it Controls and that relates to the Scripps Improvements to any Third Party on any terms (subject to the terms pursuant and conditions of the Scripps Agreement). In the event that such Pfizer Licensor provides such Company Licensee with such a written notice that it intends to which SymBio would obtain a license or right enter into negotiations with such Company Licensee, such Pfizer Licensor and such Company Licensee shall enter into good faith negotiations in order to conduct such activities with respect to such Related Compound conclude an agreement within ninety (90) days from expiration of the thirty (30) day period described in the Licensed Territoryforegoing sentence. If SymBio notifies Onconova In the event that SymBio is interested in negotiating such termsPfizer Licensor and Company Licensee do not enter into a definitive written agreement within such ninety (90) day period, the Parties shall such Company Licensee may thereafter negotiate in good faith for up to ** after Onconova receives with any Third Parties; provided that such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do Company Licensee and its Affiliates may not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or any Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorablewhich, taken as a whole, are substantially identical to, or materially more favorable to such Third Party than than, the terms last offered by SymBio such Company Licensee to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **Pfizer Licensor.

Right of First Negotiation. Junshi hereby grants to Coherus the exclusive right of first negotiation in the event that Junshi or its Affiliates determines to transfer, license, sublicense, assign, grant, or otherwise dispose of rights to any Third Party, other than express or implied licenses/sublicenses granted to an agent or a consultant, contract manufacturing organization, contract research organization, or other similar type contractor acting for or on behalf of Junshi or its Affiliates, to Develop or Commercialize one or more Antibodies Controlled by Junshi or any of its Affiliates directed to CD112r or CTLA-4 (a “ROFN Product”) in one or more countries in the Coherus Territory (a “ROFN Product Activity” and such countries, the “ROFN Jurisdictions”). Promptly upon determining to engage in a ROFN Product Activity, Junshi will notify Coherus in writing of such determination and identify the applicable ROFN Product and ROFN Jurisdictions with respect to which such Development or Commercialization rights would be granted. Coherus will have an exclusive right, exercisable no later than 30 days after receipt of any such written notice from Junshi, to notify Junshi in writing as to whether Coherus desires to negotiate exclusively for the right to Develop or Commercialize such ROFN Product in such ROFN Jurisdiction (for each of CD112r and CTLA-4, each, a “ROFN Exercise Notice”). If Coherus provides a ROFN Exercise Notice to Junshi within such 30 day period indicating its desire to negotiate for such rights to the applicable ROFN Product in the applicable ROFN Jurisdiction, then (a) upon Coherus’ request, Junshi will (i) within 20 Business Days of Coherus’ request, provide Coherus with other information and documentation reasonably requested by Coherus relating to such ROFN Product and ROFN Jurisdiction; and (ii) afford Coherus and its representatives reasonable access during normal business hours to Junshi’s personnel; and (b) Coherus will have the term exclusive right for 100 ​ ​ ​ days from the date of Junshi’s receipt of the ROFN Exercise Notice to enter into an agreement or amendment to this Agreement, Onconova desires to develop and/or commercialize in the Licensed Territory any product containing a Related Compound (as defined below)applicable, either itself or with or through an Affiliate or a Third Party, Onconova shall, prior to the commencement of any such activities in or with respect to the Licensed TerritoryExploitation by Coherus of such ROFN Product in such ROFN Jurisdiction. If, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound a ROFN Product in a ROFN Jurisdiction, either (A) Coherus does not provide the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall negotiate in good faith for up ROFN Exercise Notice to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement Junshi within such negotiation 30 day period, or if SymBio does (B) Coherus and Junshi do not provide written notice of its interest within the aforementioned ** period, then Onconova agree on terms under which Coherus would have be granted the right to conduct Exploit such activities either itself ROFN Product in such ROFN Jurisdiction within the 100 day negotiation period after having conducted such negotiations in good faith, then, in each case ((A) and (B)), Junshi will be free to enter into negotiations and an agreement with one or with or through an Affiliate or more Third Party in the Licensed Territory, provided that Onconova shall not grant Parties relating to a Third Party a license grant of rights to Develop or right Commercialize such ROFN Product (or to conduct Develop or Commercialize any such activities on terms that are materially more favorable, taken as a whole, to ROFN Product itself) in such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **ROFN Jurisdiction.

Right of First Negotiation. If during During the term of this AgreementTerm, Onconova desires to develop and/or commercialize each Company Licensee shall promptly notify the applicable Pfizer Licensor in writing in the Licensed Territory event that it invents or otherwise generates any product containing improvements, modifications, or upgrades to any Third Party IP that is licensed to a Related Compound (as defined below), either itself or with or through an Affiliate or a Third Party, Onconova shall, prior Pfizer Licensor pursuant to the commencement of any such activities in or with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities Scripps Agreement (directly or with or through an Affiliate or a Third Party“Scripps Improvements”). Together Upon receipt of such written notice from such Company Licensee, the applicable Pfizer Licensor shall have thirty (30) days to notify such Company Licensee that it intends to enter into negotiations with such notice, Onconova shall provide Company Licensee to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities be granted exclusive rights with respect thereto. Within ** after receiving If such notice and information, SymBio shall Pfizer Licensor does not so notify Onconova such Company Licensee in writing whether within such thirty (30) day period that it intends to enter into negotiations with such Company Licensee, then such Company Licensee shall be permitted to license any Patent Rights or not SymBio is interested in negotiating Know-How that it Controls and that relates to the Scripps Improvements to any Third Party on any terms (subject to the terms pursuant and conditions of the Scripps Agreement). In the event that such Pfizer Licensor provides such Company Licensee with such a written notice that it intends to which SymBio would obtain a license or right enter into negotiations with such Company Licensee, such Pfizer Licensor and such Company Licensee shall enter into good faith negotiations in order to conduct such activities with respect to such Related Compound conclude an agreement within ninety (90) days from expiration of the thirty (30) day period described in the Licensed Territoryforegoing sentence. If SymBio notifies Onconova In the event that SymBio is interested in negotiating such termsPfizer Licensor and Company Licensee do not enter into a definitive written agreement within such ninety (90) day period, the Parties shall such Company Licensee may thereafter negotiate in good faith for up to ** after Onconova receives with any Third Parties; provided that such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do Company Licensee and its Affiliates may not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or any Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorablewhich, taken as a whole, are substantially identical to, or materially more favorable to such Third Party than than, the terms last offered by SymBio such Company Licensee to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **Pfizer.

Right of First Negotiation. In the event Cardiokine at any time seeks or determines to enter into a marketing partnership, co-promotion or other equivalent or similar arrangement (a “Marketing Partnership”) for a Licensed Product within the Territory, Cardiokine shall provide Wyeth with written notice thereof (the “Initial Notice”) and comply with this Section 6.1 prior to negotiating with any Third Party for such Marketing Partnership. Cardiokine shall also provide ‘to Wyeth, together with such written notice, an electronic copy of the NDA submitted to the FDA for such Licensed Product (if one has been submitted at the time of such Initial Notice) as well as the market studies and reports and other similar or related information and data in respect of such Licensed Product in Cardiokine’s or its Affiliates’ possession or control in order for Wyeth to determine its interest in entering into a Marketing Partnership with Cardiokine. All such information provided to Wyeth hereunder shall be deemed to be Confidential Information of Cardiokine. Wyeth shall have [####]from the date of its receipt of the Initial Notice to give Cardiokine written notice that it is exercising ‘ its right to negotiate with Cardiokine regarding a Marketing Partnership (such notice being an “Exercise Notice”). If Wyeth gives Cardiokine an Exercise Notice within the foregoing [####]period, then during the period beginning on the date of the Exercise Notice and ending on the date that is [####]after the date of the Exercise Notice, the Parties shall promptly and diligently negotiate, on an exclusive basis and in good faith, to enter into a Marketing Partnership for such Licensed Product on commercially reasonable terms If (i) Wyeth fails to give an Exercise Notice within the foregoing [####]period or (ii) if the Parties are unable, within the foregoing [####], to enter into a term sheet or letter of intent setting forth the principal terms of the Marketing Partnership to be entered into, or (iii) if the Parties are unable to enter into a definitive agreement setting forth all the terms and conditions of the Marketing Partnership within [####]after entering into said term sheet or letter of intent, then Cardiokine shall be free to negotiate and enter into an agreement for a Marketing Partnership for such Licensed Product (the “Marketing Partnership Agreement”) with any Third Party; provided that the terms of the Marketing Partnership Agreement with the Third Party, taken as a whole, may not be less favorable to Cardiokine than those last offered to Wyeth or proposed by Wyeth; and provided, further, that the Marketing Partnership Agreement must comply with the terms and conditions of this Agreement, Onconova desires to develop and/or commercialize in . If the Licensed Territory any product containing a Related Compound (as defined below), either itself or terms of the Marketing Partnership Agreement with or through an Affiliate or a the Third Party, Onconova shalltaken as a whole, prior are less favorable to Cardiokine than those last offered to Wyeth or proposed by Wyeth, then Cardiokine may offer such terms (the commencement “Alternative Offer”) to Wyeth, and if Wyeth does not, within [####]of any such activities in or with respect to its receipt of the Licensed TerritoryAlternative Offer, notify SymBio in writing Cardiokine of Onconova’s intent its acceptance thereof and willingness to conduct enter into further negotiations (the “Second Exercise Notice”) to enter into a Marketing Partnership Agreement, then Cardiokine shall be free to enter into such activities (directly or Marketing Partnership Agreement with or through an Affiliate or a such Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and In the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating event that Wyeth gives Cardiokine the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such termsSecond Exercise Notice, the Parties parties shall negotiate in good faith for up a period not to ** after Onconova receives such notice from SymBio the terms pursuant exceed [####], unless otherwise mutually agreed, and if a definitive Marketing Partnership Agreement shall not be concluded, then Cardiokine shall be entitled to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, Agreement with the Third Party. The provisions applicable to Cardiokine under this Article 6 shall also apply to any Affiliate of Cardiokine to which Cardiokine has granted or if SymBio does not provide written notice of otherwise extended its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **rights hereunder.

Right of First Negotiation. If during If, at any time prior to the term fifth anniversary of this Agreementthe Effective Date, Onconova Alnylam desires to develop grant any Third Party rights to Develop and/or commercialize Commercialize one or more Licensed Product(s) in the Field in any portion of the Licensed Territory any product containing a Related Compound (as defined belowexcluding customary distribution arrangements entered into in the ordinary course of business by Alnylam), Alnylam shall notify Genzyme in writing of its intent. Genzyme shall have [***] days from receipt of such written notice to notify Alnylam in writing as to whether Genzyme desires to negotiate for such rights in such territory, and if Genzyme so notifies Alnylam that it does desire to negotiate for such rights in such territory, Genzyme shall have the exclusive right for [***] days from the date of such notification to Alnylam to negotiate with Alnylam and to make one or more written non-binding offers to Alnylam concerning the acquisition of such rights in such territory by Genzyme. Genzyme shall have the exclusive right for [***] days (or such longer period as may be mutually agreed by the Parties) after such [***] day period, to finalize and enter into a definitive agreement with Alnylam for such rights in such CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. territory, provided that if either itself Genzyme does not provide such written notice within such [***] day period or Genzyme does provide such written non-binding offer within such subsequent [***] day period, or Genzyme provides such notice of interest and such written offer but for any reason Genzyme and Alnylam do not enter into a definitive agreement within the [***] day negotiation period, Alnylam shall be free to enter into an agreement with or through an Affiliate or a Third PartyParty(ies) relating to such rights in such territory, Onconova shallwithout further obligation to Genzyme. [***]. For clarity, prior to the commencement of any such activities exclusive negotiating periods described above, Alnylam shall be free to engage in or discussions and exchange information with Third Parties with respect to the applicable Licensed TerritoryProduct(s) rights, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or but shall not enter into any binding agreement with or through an Affiliate or a any Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities Party with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **.

Right of First Negotiation. If during (a) During the term Term, Licensee will have an exclusive right of this Agreementfirst negotiation to purchase or license, Onconova desires on an exclusive and worldwide basis, the ROFN Product from Nogra or its Affiliates. Nogra promptly will notify Licensee in writing (the “Nogra ROFN Notice”) if Nogra or any of its Affiliates makes a bona fide decision to develop and/or commercialize sell, license or otherwise transfer or grant any rights to any Third Party in all or any portion of the Licensed Territory any product containing ROFN Product, or receives a Related Compound (as defined below), either itself or with or through an Affiliate or bona fide offer from a Third PartyParty (the “Third Party Offer”) for the sale, Onconova shall, prior to the commencement license or other transfer or grant of any such activities rights in all or with respect to any portion of the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party)ROFN Product. Together with such notice, Onconova shall Nogra will provide to SymBio Licensee all material information in OnconovaNogra’s Control regarding such Related Compound or its Affiliates’ control relating to the ROFN Product (including all information provided to any Third Parties relating to the ROFN Product). Licensee will have [***] from the date of the Nogra ROFN Notice to deliver a written notice to Nogra of Licensee’s desire to engage in negotiations for the purchase or license of the ROFN Product and all intellectual property rights, data, materials and other assets relating thereto (the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory“ROFN Product Assets”). If SymBio notifies Onconova Licensee does not provide such written notice to Nogra within such [***] period, it will be deemed that SymBio is interested Licensee has declined to enter into such negotiations. If Licensee does provide written notice to Nogra within such [***] period indicating Licensee wishes to engage in negotiating such termsnegotiations (the “Licensee ROFN Notice”), the Parties shall will negotiate in good faith on an exclusive basis, for up to ** at least sixty (60) days after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rightsLicensee ROFN Notice (unless otherwise agreed by the Parties) (the “ROFN Negotiation Period”) an agreement for the purchase or exclusive license of the ROFN Product Assets by Licensee. If In the event that a mutually acceptable agreement for the purchase or license of the applicable ROFN Product Assets has not been entered into between the Parties do prior to the expiration of the ROFN Negotiation Period, Nogra or its Affiliates will be free to negotiate an agreement (if any) with any Third Party for the purchase or license of such ROFN Product Assets, provided that Nogra and its Affiliates will not enter into such an any agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a with respect to the ROFN Product Assets that includes an upfront purchase price or upfront license payment that is less than or right equal to conduct the upfront purchase price or upfront license payment (inclusive of amounts placed into an escrow account concurrently with such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms upfront purchase price payment or license payment) last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **.offered

Right of First Negotiation. If If, at any time during the Term, (a) Licensor intends to commence discussions with one or more Third Parties for a grant of rights (whether through a license, asset sale, or other form of transfer) to Exploit Licensed Antibodies or Licensed Products [***] or (b) Licensor solicits and receives, or receives unsolicited but intends to respond to, a bona fide term sheet from a Third Party regarding a potential grant of this Agreement, Onconova desires rights to develop and/or commercialize in Develop or Commercialize the Licensed Territory any product containing Antibodies or Licensed Products [***] (whether through license, asset sale, or other forms of transfer) (each of (a) and (b) a Related Compound (as defined below“ROFN Trigger”), either itself or with or through an Affiliate or a Third Partythen in each case ((a) and (b)), Onconova shall, Licensor will promptly (and in any event prior to the commencement commencing discussions or negotiations with such Third Party regarding such potential grant of any such activities in or with respect to the Licensed Territory, rights) notify SymBio Licensee in writing of Onconova’s such intent or receipt of or response to conduct such activities (directly or with or through an Affiliate or a Third Party)bona fide term sheet, as applicable, which notice will identify [***]. Together with Licensee will have the right, within [***] of receipt of such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding elect to enter into non-exclusive negotiations with Licensor for such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territoryrights. If SymBio Licensee timely notifies Onconova that SymBio is interested in negotiating Licensor of its election to negotiate for such termsrights, then the Parties shall will negotiate in good faith for up to a [** after Onconova receives such notice from SymBio **] period (the “Negotiation Period”) the terms pursuant to which SymBio would obtain and conditions for such rightsgrant of rights (including financial terms). If [***]. Notwithstanding the Parties do foregoing, (i) Licensor will not enter into any agreement with a Third Party for such an grant of rights [***], and (ii) the material terms included in any definitive agreement within for such negotiation period, or if SymBio grant of rights with any such Third Party will be [***]. If Licensee does not provide written notice of its interest intent to enter into negotiations for such rights to Exploit the Licensed Antibodies and Licensed Products in the applicable countries outside of the Territory within [***] following receipt of Licensor’s notice of the aforementioned ** periodapplicable ROFN Trigger, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any Licensee’s ROFN will be [***].

Right of First Negotiation. If If, during the term two (2) year period beginning on the First Commercial Sale of this Agreementa Licensed Product by Proprius, Onconova (i) Proprius desires to develop and/or commercialize in divest or sublicense all or substantially all of its business relating to the Licensed Territory any product containing a Related Compound Products (as defined below)whether by sale, either itself license or with or through an Affiliate or otherwise) to a Third Party, Onconova shallor (ii) a Third Party initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (both (1) and (ii) are collectively referred to as a “Business Opportunity”), prior then Proprius will promptly notify Prometheus in writing thereof, with such notice containing a reasonably complete summary of reasonably available information necessary to evaluate the commencement Business Opportunity; provided, however, that Proprius shall not be obligated to disclose to Prometheus the identity of any such activities in or with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party), the terms proposed by such Third Party (if confidential) or any other confidential or proprietary information of such Third Party. Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s If Prometheus indicates interest in conducting such activities with respect thereto. Within pursuing the Business Opportunity within [** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms**] business days of Prometheus’ receipt of Proprius’ written notice, the Parties shall will negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rightsenter into a definitive agreement. If the Parties do not are unable to enter into such an a definitive agreement within such negotiation period[***] days after Proprius’ receipt of Prometheus’ indication of interest, or if SymBio Prometheus does not provide written notice of its so indicate an interest in pursuing the Business Opportunity within the aforementioned [** **] business day period, then Onconova would have the right Proprius will be free to conduct execute such activities either itself or Business Opportunity with or through an Affiliate or a Third Party in the Licensed Territory, provided that Onconova Proprius shall not grant offer the Business Opportunity to a Third Party on terms more favorable then those offered to Prometheus or on terms worth less to Proprius then those offered by Prometheus for the Business Opportunity. In no event shall Proprius be obligated to enter into any such transaction with Prometheus. Notwithstanding anything in this Agreement to the contrary, any Business Opportunity entered into by Proprius with a license or Third Party will be subject to Prometheus’ rights under this Agreement, including, without limitation, Prometheus’ right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than receive the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within payments set forth in Article 5. *** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **.Certain Confidential Information Omitted

Right of First Negotiation. If If, during the term Exclusivity Period, Xxxx contemplates entering into negotiations with a Delta Partner or another airline to launch air service in any geography outside either the Territory or Japan (such geography, the “ROFN Geography”), Xxxx will notify Delta in writing of this Agreement, Onconova desires to develop and/or commercialize its interest in so entering negotiations with a Delta Partner or another airline in the Licensed Territory any product containing a Related Compound ROFN Geography (as defined belowthe “ROFN Notice”), either itself or with or through an Affiliate . Delta (or a Third Party, Onconova shall, prior to joint venture or alliance partner designated by Delta) will have the commencement right of any such activities in or first negotiation with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party)ROFN Geography. Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and Commencing on the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio date that Joby notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice Delta of its interest within and continuing until the aforementioned ** period, then Onconova would have earlier of (x) sixty (60) days after delivery of the right to conduct ROFN Notice and (y) written notice from Delta (or such activities either itself joint venture or with or through an Affiliate or Third Party in the Licensed Territory, provided alliance partner designated by Delta) that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining commercializing such license ROFN Geography (the “ROFN Period”), Xxxx shall not enter into negotiations or right consummate a transaction launching a “Home to Seat” service in a ROFN Geography with any airline other than Delta or a Delta Partner designated by Delta. During the ROFN Period, Xxxx will engage in exclusive good faith negotiations with Delta or such Delta Partner on terms and conditions for a “Home to Seat” service for such termsROFN Geography. If Joby and Delta or such Delta Partner are unable to reach an agreement during the ROFN Period, then Xxxx may enter negotiations to launch a “Related CompoundHome to Seat” means service with any **third party with respect to the applicable ROFN Geography. Notwithstanding anything to the contrary set forth herein, both Parties agree they shall not (during the Term) offer a “Home to Seat” service or a substantially similar product or service that incorporates or utilizes any identifiable and protectable Intellectual Property Rights jointly developed by the Parties, except as contemplated by Article 8 below. To the extent the Parties agree on a customer-facing product name for “Home to Seat” branding, both Parties agree that they shall not (and shall cause their respective Affiliates and, with respect to Joby, its joint venture partners, not to) use that name and branding with any other airline or eVTOL partner, as applicable.

Right of First Negotiation. If during (a) If, following the term Effective Date, Alfacell determines that a particular Modified Targeted Ranpirnase compound demonstrates activity across one or more tumor cell types and has commercial viability (and such determination is reasonably supported by reasonable non-clinical or pre-clinical data in respect of this Agreement, Onconova desires to develop and/or commercialize in the Licensed Territory any product containing a Related Compound (as defined belowsuch cell type(s)), either itself or with or through an Affiliate or a Third Party, Onconova Alfacell shall, prior to instituting any Phase III development program in respect thereof, provide Par with a one time written notice of information that Alfacell possesses or that Alfacell has a contractual right with any Third Party to obtain, subject to any corresponding contractual obligation, including copies of such data, and an estimate of the commencement of any such activities in or with respect cost for developing and obtaining regulatory approval therefor, that is reasonably required by Par to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing determine whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain enter into negotiations for a license or right to conduct such activities agreement with Alfacell with respect to such Related Compound Modified Targeted Ranpirnase. The delivery of such notice shall automatically grant to Par an exclusive option (the “Option”) to enter into an agreement with Alfacell for an exclusive license to permit Par to market, sell and have sold such Modified Targeted Ranpirnase in respect of the Licensed Territoryapplicable indications (the “New License Agreement”). If SymBio notifies Onconova that SymBio is interested Par shall determine and notify Alfacell of its determination in negotiating such termswriting, the Parties shall negotiate as soon as practicable, and in good faith for up to any event no more than *** after Onconova receives the grant of such Option by Alfacell, to (i) exercise the Option by delivery of written notice from SymBio to Alfacell of its exercise of such Option, or (ii) reject the terms Option. The exercise, or determination not to exercise, by Par of its rights under Confidential information omitted and filed with the Securities and Exchange Commission. Asterisks denote such omission. this Section 4.5(a) in respect of any granted Option shall not affect its rights in respect of any other Modified Targeted Ranpirnase compound that was not subject to such Option. Any data or other information provided by Alfacell to Par pursuant to which SymBio would obtain such rightsthis Section 4.5(a) shall be deemed and treated as Confidential Information in accordance with and subject to Section 8.1. If Par fails to exercise its Option within such ***, or if Par rejects its Option, or if the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within execute a New License Agreement despite their good faith efforts during the aforementioned *** perioddescribed in subsection (b) below, then Onconova would have the right within ten (10) business days after such failure, rejection or absence of execution (as applicable), Par shall return to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided Alfacell all documentation containing Confidential Information of Alfacell that Onconova shall not grant was received by Par pursuant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **this Section 4.5(a).

Right of First Negotiation. If during If, at any time prior to the term of this Agreement[***], Onconova Genzyme desires to develop grant any Third Party rights to Develop and/or commercialize Commercialize one or more Global AT3 Licensed Product(s) in the Field in any portion of the Licensed Territory any product containing a Related Compound (as defined belowexcluding customary distribution arrangements entered into in the ordinary course of business by Genzyme), Genzyme shall notify Alnylam in writing of its intent. Alnylam shall have [***]) days from receipt of such written notice to notify Genzyme in writing as to whether Alnylam desires to negotiate for such rights in such territory, and if Alnylam so notifies Genzyme that it does desire to negotiate for such rights in such territory, Alnylam shall have the exclusive right for [***] days from the date of such notification to Genzyme to negotiate with Genzyme and to make one or more written non-binding offers to Genzyme concerning the acquisition of such rights in such territory by Alnylam. Alnylam shall have the exclusive right for [***] days (or such longer period as may be mutually agreed by the Parties) after such [***] day period, to finalize and enter into a definitive agreement with Genzyme for such rights in such territory, provided that if either itself Alnylam does not provide such written notice within such [***] day period or Alnylam does provide such written non-binding offer within such subsequent [***] day period, or Alnylam provides such notice of interest and such written offer but for any reason Genzyme and Alnylam do not enter into a definitive agreement within the [***] day negotiation period, Genzyme shall be free to enter into an agreement with or through an Affiliate or a Third PartyParty(ies) relating to such rights in such territory, Onconova shallwithout further obligation to Alnylam. [***]. For clarity, prior to the commencement of any such activities exclusive negotiating periods described above, Genzyme shall be free to engage in or discussions and exchange information with Third Parties with respect to the applicable Global AT3 Licensed TerritoryProduct(s) rights, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or but shall not enter into any binding agreement with or through an Affiliate or a any Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities Party with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **.

Right of First Negotiation. If at any time during the term of this Agreement, Onconova desires Agreement SCOLR proposes or intends to develop and/or commercialize in the Licensed Territory enter into any product containing a Related Compound (as defined below), either itself or Additional License Opportunity with or through an Affiliate or a any Third Party, Onconova shall, prior to the commencement or if SCOLR receives any proposal or indication of any such activities in or interest from a Third Party with respect to the Licensed Territoryany Additional License Opportunity that SCOLR intends to pursue (an “ALO”), notify SymBio in writing SCOLR shall provide written notice to Wyeth of Onconova’s intent such proposal or intent, along with reasonable details regarding such Additional License Opportunity (such notice from SCOLR to conduct such activities (directly or with or through an Affiliate or Wyeth referred to as a Third Party“RFN Notice”). Together SCOLR hereby grants to Wyeth a right of first negotiation with such noticerespect to each ALO. With respect to each ALO, Onconova during the period of [***] from the date of the relevant RFN Notice, SCOLR shall provide to SymBio Wyeth all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities reasonably requested by Wyeth with respect to such Related Compound in the Licensed TerritoryALO and Wyeth shall inform SCOLR whether Wyeth desires to negotiate an agreement between SCOLR and Wyeth relating to such ALO. If SymBio Wyeth notifies Onconova SCOLR that SymBio is interested in negotiating such termsit desires to negotiate an agreement between SCOLR and Wyeth relating to an ALO, the Parties SCOLR and Wyeth shall negotiate in good faith for up negotiate transaction terms and conditions and an agreement relating to the relevant Additional License Opportunity during the [** after Onconova receives **] period (or such longer period as may be agreed to by Wyeth and SCOLR) following the date of the notice from SymBio the terms pursuant by Wyeth referred to which SymBio would obtain in clause (a) or (b) above, and during such rightsperiod SCOLR and its directors, officers, representatives and agents shall discontinue all, and shall not initiate, encourage or engage in any, discussions with any Third Party with respect to such Additional License Opportunity. If the Parties Wyeth and SCOLR do not execute an agreement with respect to such Additional License Opportunity despite their good faith efforts to do so in the period of time referred to in the preceding sentence, SCOLR shall be free to enter into an agreement, within [***] after the discontinuation of negotiations between SCOLR and Wyeth, for such an agreement within such negotiation period, Additional License Opportunity with one or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or more Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities Parties on terms that are materially more favorable, taken as a whole, no less favorable to such Third Party SCOLR than the terms last offered by SymBio SCOLR to Onconova therefor unless it first offers SymBio the opportunity Wyeth. In order to obtain such keep Wyeth fully informed of potential Additional License Opportunities, SCOLR shall notify Wyeth promptly after becoming aware of any invention, development, license or right on such termsacquisition that could be the subject of an Additional License Opportunity. In addition to the foregoing, and SymBio notifies Onconova within ** after receiving such notice from time to time, SCOLR shall disclose any new technology relating to the modification of the duration of the activity or effectiveness of active pharmaceutical ingredients suitable for use with any product containing ibuprofen or any enantiomer or salt thereof, either alone or in combination with one or more of the active ingredients, that SymBio has decided it is not interested SCOLR Controls and, if requested by Wyeth, negotiate in obtaining such good faith with Wyeth the license or right on such terms. “Related Compound” means any **rights with respect thereto.

Right of First Negotiation. If In the event that GPC Biotech Controls any Derivative Compound during the term of this AgreementAgreement for which there is clinical data demonstrating efficacy, Onconova desires to develop and/or commercialize in the Licensed Territory any product containing a Related Compound (as defined below), either itself or with or through an Affiliate or a Third Party, Onconova shall, prior to the commencement of any such activities in or with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova GPC Biotech shall provide to SymBio all material information Licensee written notice thereof (each, a “Compound Option Notice”), and Licensee shall have an exclusive option and right of first negotiation to obtain rights to Commercialize such Derivative Compound in Onconovathe Licensee Territory in the Field by giving written notice to GPC Biotech within thirty (30) days after Licensee’s Control regarding receipt of such Related Compound Option Notice. If Licensee fails to provide timely written notice of its desire to Commercialize such Derivative Compound, or notifies GPC Biotech in writing that Licensee does not desire to acquire such rights and obligations, then GPC Biotech shall have the basis for Onconova’s interest in conducting right to enter into an agreement with a Third Party to Commercialize and otherwise Exploit such activities Derivative Compound, without any further obligation to negotiate with Licensee, or provide to Licensee a right of negotiation, with respect thereto. Within ** after receiving such If Licensee provides timely written notice and informationof interest, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, then the Parties shall negotiate in good faith for up with respect to ** after Onconova receives the foregoing, but neither Party shall have any obligation to enter into any agreement unless they are able to agree on mutually acceptable terms and conditions at such notice from SymBio time. In the terms pursuant to which SymBio would obtain such rights. If event the Parties do not enter into are unable to conclude such an agreement within [...***...] after receipt by GPC Biotech of Licensee’s written notice of interest, Licensee shall provide to GPC Biotech a detailed written summary of the terms on which Licensee would have been prepared to conclude such agreement. If Licensee indicates in writing at such time to GPC Biotech that Licensee desires to continue negotiations with GPC Biotech, the Parties shall continue to negotiate in good faith, provided that GPC Biotech shall be free from and after the end of such [...***...] negotiation period to negotiate and enter into agreements with Third Parties; provided, further that, for a period of [...***...] after the end of such [....***...] negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova GPC Biotech shall not grant enter into any such agreement on any terms less favorable to a Third Party a license or right to conduct such activities on terms that are materially more favorableGPC Biotech, when taken as a whole, than those set forth in Licensee’s written offer to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **GPC Biotech.

Right of First Negotiation. Millennium shall have a right of first and exclusive negotiation to participate in the development and commercialization of MLN1021Products, as follows: If at any time prior to the [*] anniversary of the Effective Date, Portola decides to discuss with one or more Third Parties the terms under which such Third Party, either alone or together with Portola or Portola’s Affiliate, shall develop and commercialize one or more MLN1021 Products, then Portola shall so notify Millennium in writing (a “Notice of Opportunity”) before Portola enters into discussions with any such Third Party regarding such opportunity, and provide to Millennium information [*] and [*] that is reasonably necessary for Millennium to determine its interest in such opportunity. If Millennium is interested in participating in the development and commercialization of such MLN1021 Products, it shall so notify Portola within [*] after its receipt of Portola’s notice to Millennium and all such information (the “Response Period”), in which case the parties shall discuss in good faith during the term [*] period following Portola’s receipt of such notice from Millennium (the “Discussion Period”) the terms of an agreement under which Millennium may obtain such rights from Portola. During the Response Period and the Discussion Period (if applicable), Portola may not [*] = Certain confidential information contained in this Agreementdocument, Onconova desires marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. discuss with any Third Party such an opportunity. After expiration of (i) the Response Period, if Millennium does not so notify Portola of its interest in such opportunity within such time period, or (ii) the Discussion Period, if Millennium did so notify Portola of its interest in such opportunity within the Response Period but the parties do not execute such an agreement notwithstanding such negotiation in good faith, Portola may, during the [*] period after the expiration of (A) the Response Period, if no Discussion Period occurs thereafter, or (B) the Discussion Period, if the parties enter into discussion after the Response Period, offer to Third Parties the opportunity to develop and commercialize such MLN1021 Products and execute a definitive agreement with a Third Party; provided, however, that [*] any [*] that [*] to such [*], unless [*] and [*] that the [*] is [*] that the [*] with [*] by [*]. If, at any time after such [*] period Portola decides to discuss with one or more Third Parties the terms under which such Third Party, either alone or together with Portola or Portola’s Affiliate, shall develop and commercialize one or more MLN1021 Products, then [*] with the [*], provided that Portola may in its sole discretion [*] of [*] of such [*], in which case the parties shall [*] with the [*] promptly after [*]. For clarity, if Portola has not provided to Millennium a Notice of Opportunity that [*] to develop and/or commercialize in the Licensed Territory any product containing a Related Compound (as defined below), either itself or with or through an Affiliate or a Third Party, Onconova shall, prior to the commencement of any such activities in or with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** periodMLN1021 Products, then Onconova would have the right to conduct such activities either itself or Portola may not [*] unless and until it complies with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within this Section 2.2 [** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **].

Right of First Negotiation. If during Auxilium wishes to Develop and Commercialize the term of this Agreement, Onconova desires to develop and/or commercialize Product for sale in the Licensed Territory any product containing in an indication outside the Field (a Related Compound (as defined below“New Indication”), either itself or with or through an Affiliate or a Third Party, Onconova shall, prior to the commencement of any such activities in or with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova then Asahi and Auxilium shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities negotiate with respect to such Related Compound New Indication in the Licensed Territory pursuant to this Section 2.6. Auxilium shall notify Asahi in writing in the event it wishes to Develop and ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. EXECUTION VERSION Commercialize the Product in such New Indication in the Territory, and Asahi shall notify Auxilium in writing within twenty-eight (28) days after receipt of such notice whether or not it desires to enter negotiations as set forth in this Section 2.6. If SymBio notifies Onconova that SymBio is interested Asahi exercises such right of negotiation in negotiating such termsaccordance with this Section 2.6, the Parties shall negotiate in good faith for up (but subject to ** after Onconova receives such notice from SymBio each Party’s final management approval which can be given in their absolute discretion) the terms pursuant to which SymBio would obtain of a definitive agreement regarding the Development and Commercialization of such rightsProduct in the Territory, including the financial terms thereof (such as applicable upfront and milestone payments). If the Parties do not Auxilium and Asahi are unable to enter into a definitive agreement with respect to such an agreement transaction within sixty (60) days after receipt of the said notice by Asahi (or such negotiation periodlonger period as may be mutually agreed upon by the Parties), then Auxilium (either itself, or if SymBio does not provide written notice of with its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate Affiliates or Third Party Parties) shall be permitted to Develop and/or Commercialize such New Indication in the Licensed Territory in each case. The Parties further agree and acknowledge that nothing contained in this Section 2.6 shall prohibit Auxilium from (and this Section 2.6 shall not apply with respect to) (i) Developing or Commercializing the Product in a New Indication outside the Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than (ii) Developing or Commercializing the terms last offered by SymBio to Onconova therefor unless it first offers SymBio Product for non-human uses anywhere in the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means world for any **indication.

Right of First Negotiation. If during (a) If, following the term Effective Date, Alfacell determines that a particular Modified Targeted Ranpirnase compound demonstrates activity across one or more tumor cell types and has commercial viability (and such determination is reasonably supported by reasonable non-clinical or pre-clinical data in respect of this Agreement, Onconova desires to develop and/or commercialize in the Licensed Territory any product containing a Related Compound (as defined belowsuch cell type(s)), either itself or with or through an Affiliate or a Third Party, Onconova Alfacell shall, prior to instituting any Phase III development program in respect thereof, provide Par with a one time written notice of information that Alfacell possesses or that Alfacell has a contractual right with any Third Party to obtain, subject to any corresponding contractual obligation, including copies of such data, and an estimate of the commencement of any such activities in or with respect cost for developing and obtaining regulatory approval therefor, that is reasonably required by Par to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing determine whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain enter into negotiations for a license or right to conduct such activities agreement with Alfacell with respect to such Related Compound Modified Targeted Ranpirnase. The delivery of such notice shall automatically grant to Par an exclusive option (the “Option”) to enter into an agreement with Alfacell for an exclusive license to permit Par to market, sell and have sold such Modified Targeted Ranpirnase in respect of the Licensed Territoryapplicable indications (the “New License Agreement”). Par shall determine and notify Alfacell of its determination in writing, as soon as practicable, and in any event no more than *** days after the grant of such Option by Alfacell, to (i) exercise the Option by delivery of written notice to Alfacell of its exercise of such Option, or (ii) reject the Option. The exercise, or determination not to exercise, by Par of its rights under this Section 4.5(a) in respect of any granted Option shall not affect its rights in respect of any other Modified Targeted Ranpirnase compound that was not subject to such Option. Any data or other information provided by Alfacell to Par pursuant to this Section 4.5(a) shall be deemed and treated as Confidential Information in accordance with and subject to Section 8.1. If SymBio notifies Onconova that SymBio is interested in negotiating Par fails to exercise its Option within such terms, the Parties shall negotiate in good faith for up to *** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If period, or if Par rejects its Option, or if the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within execute a New License Agreement despite their good faith efforts during the aforementioned *** perioddescribed in subsection (b) below, then Onconova would have the right within ten (10) business days after such failure, rejection or absence of execution (as applicable), Par shall return to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided Alfacell all documentation containing Confidential Information of Alfacell that Onconova shall not grant was received by Par pursuant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **this Section 4.5(a).

Right of First Negotiation. If during the term of this Agreement, Onconova desires to develop and/or commercialize in the Licensed Territory at any product containing a Related Compound (as defined below), either itself or with or through an Affiliate or a Third Party, Onconova shall, time prior to the commencement tenth anniversary of the Effective Time, (A) FMC or any Affiliate of FMC shall develop any new technology, whether patented or a trade secret (such activities in party developing such new technology, hereinafter referred to as the “inventor”), and the Inventor intends to sell or license such technology to a third party for applications in, or with respect to a material special relationship to, Nutritional Substances and/or Pharmaceutical Substances outside of the Licensed TerritoryRenal Business, notify SymBio in writing the Inventor shall first advise FAG of Onconova’s its intent to conduct sell or license such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound technology and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall negotiate with FAG in good faith for up the purpose of agreeing with FAG on either terms of a sale to ** after Onconova receives FAG of such notice from SymBio technology or of a license granting FAG rights to use such technology for the terms pursuant to which SymBio would obtain such rightscommercialization of Nutritional Substances and/or Pharmaceutical Substances outside of the Renal Business. If the Parties do not enter into Inventor and FAG are unable to agree on mutually satisfactory terms of such an agreement within sale or license, as the case may be, after good faith negotiations, FAG shall have no further rights in or to such negotiation periodtechnology and the Inventor shall be free to sell or license such technology to third parties free and clear of any rights of FAG therein; (B) FAG or any Affiliate of FAG shall develop any new technology, whether patented or a trade secret (such party developing such new technology, hereinafter referred to as the “inventor”), and the Inventor intends to sell or license such technology to a third party for applications in, or if SymBio does not provide written notice with a material special relationship to, the Renal Business, the Inventor shall first advise FMC of its interest within intent to sell or license such technology and shall negotiate with FMC in good faith for the aforementioned ** period, then Onconova would have the right purpose of agreeing with FMC on either terms of a sale to conduct FMC of such activities either itself technology or with or through an Affiliate or Third Party of a license granting FMC rights to use such technology in the Licensed TerritoryReal Business. If the Inventor and FMC are unable to agree on mutually satisfactory terms of such sale or license, provided that Onconova as the case may be, after good faith negotiations, FMC shall not grant to a Third Party a license have no further rights in or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than technology and the terms last offered by SymBio Inventor shall be free to Onconova therefor unless it first offers SymBio the opportunity sell or license such technology to obtain such license or right on such terms, third parties free and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means clear of any **rights of FMC therein.

Right of First Negotiation. If during the term SIBIA hereby grants Lilly a right of this Agreement, Onconova desires first negotiation to develop and/or commercialize in the Licensed Territory any product containing a Related enter into an exclusive license arrangement with SIBIA with respect to each Pre-Existing Compound (as "Right of First Negotiation") whereby SIBIA agrees that it will neither negotiate nor enter into an arrangement involving a particular Pre-Existing Compound in which SIBIA would license/sublicense or otherwise commercialize such Pre-Existing Compounds and/or products derived therefrom with a Third Party (the "Third Party Commercialization Arrangement") prior to the expiration of the Lilly Negotiation Period (defined below). To ensure that Lilly has adequate time to consider whether it should exercise its Right of First Negotiation with respect to a particular Pre-Existing Compound, either itself or with or through an Affiliate or a Third Party, Onconova shall, SIBIA hereby agrees that prior to negotiating or entering into any Third Party Commercialization Arrangement regarding a particular Pre-Existing Compound, SIBIA shall provide Lilly with written notification of its intent to enter into such an arrangement including, without limitation a summary report of all relevant information that would be reasonably useful to a potential licensee of the commencement Pre-Existing Compound at issue so as to assess the business opportunity at issue. Upon receipt of any such activities in or notice, Lilly shall have forty-five (45) days to provide SIBIA with written notification exercising its Right of First Negotiation. Lilly's Right of First Negotiation under this Section 5.7(a) shall expire and have no legal effect with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related particular Pre-Existing Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound at issue in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, or if SymBio event that: (i) Lilly does not provide SIBIA with its written notice to exercise its Right of its interest First Negotiation within the aforementioned ** periodprescribed forty-five (45) day period as described above; (ii) SIBIA and Lilly enter into mutually acceptable written agreement regarding such matter; or (iii) the lapse of ninety (90) days or such other term as is mutually agreed upon in writing by the Parties from the date upon which SIBIA receives written notice from Lilly exercising its Right of First Negotiation (collectively, then Onconova would have the right "Lilly Negotiation Period"). For avoidance of any doubt, this Section 5.7(a) merely obligates SIBIA to conduct such activities either itself or with or through an Affiliate or Third Party in abide by the Licensed Territory, provided that Onconova shall notice provisions set forth herein and not grant to enter into a Third Party a license or right to conduct Commercialization Arrangement until such activities on terms time that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio Lilly Negotiation Period has decided expired (it is not interested in obtaining such license or right on such terms. “Related Compound” means any **understood that the ultimate decision regarding the appropriate party to sublicense rights related to Pre-Existing Compound(s) shall be completely within SIBIA's sole discretion).

Right of First Negotiation. If during If, at any time prior to the term of this Agreement[***], Onconova Genzyme desires to develop grant any Third Party rights to Develop and/or commercialize Commercialize one or more Global AT3 Licensed Product(s) in the Field in any portion of the Licensed Territory any product containing a Related Compound (as defined belowexcluding customary distribution arrangements entered into in the ordinary course of business by Genzyme), Genzyme shall notify Alnylam in writing of its intent. Alnylam shall have [***] days from receipt of such written notice to notify Genzyme in writing as to whether Alnylam desires to negotiate for such rights in such territory, and if Alnylam so notifies Genzyme that it does desire to negotiate for such rights in such territory, Alnylam shall have the exclusive right for [***] days from the date of such notification to Genzyme to negotiate with Genzyme and to make one or more written non-binding offers to Genzyme concerning the acquisition of such rights in such territory by Alnylam. Alnylam shall have the exclusive right for [***] days (or such longer period as may be mutually agreed by the Parties) after such [***] day period, to finalize and enter into a definitive agreement with Genzyme for such rights in such territory, provided that if Confidential ACTIVE/100404760.2 Amended and Restated ALN-AT3 Global License Terms either itself Alnylam does not provide such written notice within such [***] day period or Alnylam does provide such written non-binding offer within such subsequent [***] day period, or Alnylam provides such notice of interest and such written offer but for any reason Genzyme and Alnylam do not enter into a definitive agreement within the [***] day negotiation period, Genzyme shall be free to enter into an agreement with or through an Affiliate or a Third PartyParty(ies) relating to such rights in such territory, Onconova shallwithout further obligation to Alnylam. [***] For clarity, prior to the commencement of any such activities exclusive negotiating periods described above, Genzyme shall be free to engage in or discussions and exchange information with Third Parties with respect to the applicable Global AT3 Licensed TerritoryProduct(s) rights, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or but shall not enter into any binding agreement with or through an Affiliate or a any Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities Party with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **.

Right of First Negotiation. If during (a) During the term ROFN Period, if Seller or any of this Agreementits Affiliates is considering initiating a Divestiture Transaction, Onconova desires Seller shall promptly (and before Seller or any of its Affiliates or its or their respective Representatives has (w) directly or indirectly engaged in any negotiations relating to develop and/or commercialize in the Licensed Territory any product containing a Related Compound (as defined below), either itself or Divestiture Transaction with or through an Affiliate or a Third Party, Onconova shall(x) knowingly solicited, initiated or proposed to engage in any such negotiations, (y) entered into or participated into any negotiations to enter into, or which negotiations could reasonably be expected to lead to, any Divestiture Transaction with a Third Party, or (z) otherwise consummated any Divestiture Transaction with a Third Party) so notify Buyer, which notice shall describe the assets, rights and properties that are the subject of the proposed Divestiture Transaction (such notice, a “ROFN Notice”). Buyer shall have [***] Business Days from its receipt of such notice to determine whether it will exercise its right of first negotiation set forth in this Section 5.6(a), by providing written notice of such exercise to Seller within such [***]Business Day period. After exercise of such right of first negotiation, Seller shall negotiate exclusively with Buyer with respect to any such Divestiture Transaction. If Seller and Buyer (or their respective Affiliates) do not enter into a definitive agreement relating to the applicable Divestiture Transaction pursuant to Section 5.6(a) on or prior to the date that is [***] days after the date such notice is given by Buyer (the “Negotiation Period”), then Seller, its Affiliates and its and their respective Representatives shall be permitted to engage in negotiations with a Third Party with respect to, and consummate, a Divestiture Transaction that is (i) substantially similar, with respect to structure and the assets, rights and properties that are the subject of such Divestiture Transaction, to the proposed Divestiture Transaction described in the ROFN Notice or to any other proposed Divestiture Transaction as to which Buyer and Seller (and their respective Affiliates and Representatives) had bona fide active discussions during the Negotiation Period (which discussions included pricing terms) and (ii) otherwise on terms more favorable in the aggregate to Seller or its applicable Affiliate, as applicable, than those last offered by Buyer (or its applicable Affiliates, or their respective Representatives) during the Negotiation Period, as applicable, as determined in good faith by the board of directors of Seller after consulting with its outside legal counsel and financial advisors. Notwithstanding the foregoing, nothing in this Section 5.6(a) shall be deemed to prohibit Seller or any of its Affiliates from entering into a Divestiture Transaction that does not satisfy the condition set forth in the foregoing clause (i) with such Third Party (an “Alternative ROFN Transaction”) if such Alternative ROFN Transaction was proposed by such Third Party during the course of negotiations after Seller, any of its Affiliates and/or their respective Representatives had proposed in good faith to such Third Party a Divestiture Transaction that satisfied the conditions set forth in the foregoing clauses (i) and (ii); provided that, prior to consummating such Alternative ROFN Transaction or entering into any exclusivity arrangements or other definitive agreements with such Third Party in respect of such Alternative ROFN Transaction, Seller shall have provided reasonable advance notice to Buyer of the commencement proposed Portions of any such activities in or the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with respect the Securities and Exchange Commission pursuant to the Licensed Territory, notify SymBio in writing of OnconovaRegistrant’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Alternative ROFN Transaction (which SymBio would obtain a license shall not be less than 15 Business Days before Seller or right to conduct such activities any of its Affiliates enter into any binding Contract or arrangement with respect to such Related Compound in Alternative ROFN Transaction), which notice shall describe the Licensed Territory. If SymBio notifies Onconova that SymBio material terms and conditions thereof as existing at such time as such notice is interested in negotiating such termsprovided to Buyer, and Seller shall have provided Buyer the Parties shall negotiate right to participate, on a non-exclusive basis, in good faith for up to ** after Onconova receives negotiations with Seller, its Affiliates and its and their respective Representatives regarding such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **Alternative ROFN Transaction.

Right of First Negotiation. If during the term Millennium shall have a right of this Agreement, Onconova desires first and exclusive negotiation to develop and/or commercialize participate in the Licensed Territory development and commercialization of MLN1021Products, as follows: If at any product containing a Related Compound (as defined below)time prior to the [*] anniversary of the Effective Date, either itself Portola decides to discuss with one or with or through an Affiliate or a more Third Parties the terms under which such Third Party, Onconova shalleither alone or together with Portola or Portola’s Affiliate, prior to the commencement shall develop and commercialize one or more MLN1021 Products, then Portola shall so notify Millennium in writing (a “Notice of Opportunity”) before Portola enters into discussions with any such activities in or with respect to the Licensed TerritoryThird Party regarding such opportunity, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall and provide to SymBio all material Millennium information in Onconova’s Control regarding such Related Compound [*] and the basis [*] that is reasonably necessary for Onconova’s Millennium to determine its interest in conducting such activities with respect theretoopportunity. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio If Millennium is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound participating in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested development and commercialization of such MLN1021 Products, it shall so notify Portola within [*] after its receipt of Portola’s notice to Millennium and all such information (the “Response Period”), in negotiating such terms, which case the Parties parties shall negotiate discuss in good faith for up to during the [** after Onconova receives ] period following Portola’s receipt of such notice from SymBio Millennium (the “Discussion Period”) the terms of an agreement under which Millennium may obtain such rights from Portola. During the Response Period and the Discussion Period (if applicable), Portola may not [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to which SymBio would obtain Rule 406 of the Securities Act of 1933, as amended. discuss with any Third Party such rightsan opportunity. If After expiration of (i) the Parties Response Period, if Millennium does not so notify Portola of its interest in such opportunity within such time period, or (ii) the Discussion Period, if Millennium did so notify Portola of its interest in such opportunity within the Response Period but the parties do not enter into execute such an agreement within notwithstanding such negotiation periodin good faith, or Portola may, during the [*] period after the expiration of (A) the Response Period, if SymBio does not provide written notice of its interest within the aforementioned ** periodno Discussion Period occurs thereafter, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **.or

Right of First Negotiation. Archemix shall notify Ophthotech in writing if Archemix or an Affiliate of Archemix seeks to license to a Third Party solely the rights to any aptamer(s) for use in the Field against Targets in the Complement Cascade, other than complement factor C5, for uses in the Field (“New Ophthalmic Complement Negotiations”) and shall grant Ophthotech an option to initiate negotiation of a license under Archemix’s interest in such rights (the “Option”). Concurrently with such notice, Archemix shall supply to Ophthotech a summary of such information in Archemix’s possession concerning such aptamer(s) as Archemix reasonably deems pertinent, subject to Archemix’s confidentiality obligations to Third Parties. Such Option shall be in effect for a period of [**] days from the date of notice of the New Ophthalmic Complement Negotiations pursuant to this Section 2.4 (the “Option Period”). Ophthotech may exercise the Option by providing written notice to Archemix within the Option Period of its intent to exercise such Option, at which time the Parties shall in good faith negotiate for up to [**] days (the “Negotiation Period”) an agreement for the commercial exploitation of such rights, which agreement shall contain commercially reasonable terms and conditions. If Ophthotech does not exercise the Option during the term Option Period, provides written notice that it chooses not to exercise the Option, or the Negotiation Period expires without execution of this Agreementan agreement between the Parties, Onconova desires then (i) neither Party shall have any further obligation to develop and/or commercialize in the Licensed Territory enter into or continue any product containing a Related Compound (as defined below), either itself or with or through an Affiliate or a Third Party, Onconova shall, prior to the commencement of any such activities in or negotiations with respect to the Licensed Territorysubject matter of the Option, notify SymBio in writing of Onconova’s intent to conduct and (ii) Archemix may license such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant rights to a Third Party without any further obligation to Ophthotech. For purposes of clarity, no Option shall arise if the rights that Archemix seeks to license to a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than cover multiple Targets wherein one or more of the terms last offered by SymBio to Onconova therefor unless it first offers SymBio Targets are outside of the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **Complement Cascade.

Right of First Negotiation. If In the event that GPC Biotech Controls any Derivative Compound during the term of this AgreementAgreement for which there is clinical data demonstrating efficacy, Onconova desires to develop and/or commercialize in the Licensed Territory any product containing a Related Compound (as defined below), either itself or with or through an Affiliate or a Third Party, Onconova shall, prior to the commencement of any such activities in or with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova GPC Biotech shall provide to SymBio all material information Licensee written notice thereof (each, a “Compound Option Notice”), and Licensee shall have an exclusive option and right of first negotiation to obtain rights to Commercialize such Derivative Compound in Onconovathe Licensee Territory in the Field by giving written notice to GPC Biotech within thirty (30) days after Licensee’s Control regarding receipt of such Related Compound Option Notice. If Licensee fails to provide timely written notice of its desire to Commercialize such Derivative Compound, or notifies GPC Biotech in writing that Licensee does not desire to acquire such rights and obligations, then GPC Biotech shall have the basis for Onconova’s interest in conducting right to enter into an agreement with a Third Party to Commercialize and otherwise Exploit such activities Derivative Compound, without any further obligation to negotiate with Licensee, or provide to Licensee a right of negotiation, with respect thereto. Within ** after receiving such If Licensee provides timely written notice and informationof interest, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, then the Parties shall negotiate in good faith for up with respect to ** after Onconova receives the foregoing, but neither Party shall have any obligation to enter into any agreement unless they are able to agree on mutually acceptable terms and conditions at such notice from SymBio time. In the terms pursuant to which SymBio would obtain such rights. If event the Parties do not enter into are unable to conclude such an agreement within [...***...] after receipt by GPC Biotech of Licensee’s written notice of interest, Licensee shall provide to GPC Biotech a detailed written summary of the terms on which Licensee would have been prepared to conclude such agreement. If Licensee indicates in writing at such time to GPC Biotech that Licensee desires to continue negotiations with GPC Biotech, the Parties shall continue to negotiate in good faith, provided that GPC Biotech shall be free from and after the end of such [...***...] negotiation period to negotiate and enter into agreements with Third Parties; provided, further that, for a period of [...***...] after the end of such [...***...] negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova GPC Biotech shall not grant enter into any such agreement on any terms less favorable to a Third Party a license or right to conduct such activities on terms that are materially more favorableGPC Biotech, when taken as a whole, than those set forth in Licensee’s written offer to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **GPC Biotech.

Right of First Negotiation. If during As described in this Section 9, BDSI shall have a right of first negotiation to acquire the term Arcion Technology. Prior to Arcion or any of this Agreement, Onconova desires to develop and/or commercialize in the Licensed Territory its Affiliates entering into any product containing a Related Compound (as defined below), either itself material negotiations or agreement with or through an Affiliate or a any Third Party, Onconova shall, prior to the commencement of any such activities in or Party with respect to the Licensed Territoryany sale, notify SymBio in writing transfer, disposition or assignment of Onconova’s intent any Arcion Technology (including but not limited to conduct any such activities sale, transfer, disposition or assignment effected by a Change of Control of Arcion) (directly or with or through an Affiliate or a Third Party“ROFN Transaction”). Together with such notice, Onconova Arcion shall provide written notice thereof to SymBio all material information in Onconova’s Control regarding BDSI (such Related Compound and notice to BDSI, the basis for Onconova’s “Initiating Notice”) and, if BDSI expresses interest in conducting acquiring the Arcion Technology subject to such activities with respect thereto. Within ROFN Transaction by providing written notice thereof to Arcion within *** after receiving of BDSI’s receipt of the Initiating Notice (such a notice and informationfrom BDSI, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms“Interest Notice”), then the Parties shall negotiate in good faith to reach agreement on a binding or non-binding term sheet containing commercially reasonable terms with respect to such a sale, transfer, disposition or assignment for up to *** after Onconova receives commencing on the date of Arcion’s receipt of the Interest Notice, provided that Arcion shall not provide an Initiating Notice with respect to any ROFN Transaction prior to the date on which Arcion’s board of directors formally resolves, in good Confidential Treatment Requested by BioDelivery Sciences International, Inc., Confidential treatment requested with respect to certain portions hereof denoted with “***” faith, that Arcion should use, and directs Arcion’s management to use, material efforts to pursue the particular structure and form of such notice from SymBio ROFN Transaction for all, or a particular portion, of the terms pursuant to which SymBio would obtain such rightsArcion Technology with one or more Third Parties. If the Parties do not enter into parties agree to a term sheet for such an agreement rights within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned *** period, then Onconova would have the Parties shall negotiate in good faith towards a definitive agreement containing commercially reasonable terms for such a transaction, consistent with the agreed upon term sheet, for a period of up to an additional *** following the date on which the Parties agreed on such term sheet. If (i) BDSI does not provide an Interest Notice for a particular ROFN Transaction within the applicable *** Period or (ii) BDSI provides an Interest Notice for a particular ROFN Transaction within the applicable *** Period, but the Parties do not (x) agree on a term sheet concerning a ROFN Transaction within the applicable *** period following such Interest Notice or (y) enter into a definitive agreement concerning such an ROFN Transaction within the *** period following the Parties’ agreement on a term sheet therefor, then BDSI’s right of first negotiation with respect to conduct such activities either itself ROFN Transaction shall expire and be of no further force or effect for the Arcion Technology and territory(ies) that were the subject of such negotiations. Arcion shall not, and shall ensure that its Affiliates do not, enter into any material negotiations or agreement with or through an Affiliate or any Third Party with respect to any sale, transfer, disposition or assignment with respect to any Arcion Technology (I) without first complying with the applicable obligations of this Section 9 or (II) in the Licensed Territory, provided any way that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such termswould conflict with BDSI’s rights under, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **the intent of, this Section 9.