Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 842 (or, to the extent Company has de-prioritized AMG 842, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense.

Right of First Negotiation. 2.3.1 If Company seeks If, during the [**] period following the expiration of the Research Term, subject to grant and without limiting the terms of the Option Agreement, Constellation wishes to sublicense, outlicense or otherwise divest any of the Constellation Draft Pick Targets, or any compound that is directed to a sublicense Constellation Draft Pick Target and meets the Compound Criteria, including, without limitation, any Collaboration Compound and/or Licensed Product directed to a Constellation Draft Pick Target (an “Out-License”provided, however, that this Section 4.6 shall not apply to activities conducted with Permitted Contractors), it must first provide written notice of that intention to Licensee, which notice will (i) identify the Constellation Draft Pick Target, compound, and/or Licensed Product(s) to a Third Party for development and/or commercialization of AMG 842 which it applies, and (or, to the extent Company has de-prioritized AMG 842, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide ii) include a non-confidential summary describing the status of the Product that is the subject research or development of the proposed sublicense, as well as associated program. Genentech or Roche (but not both) (the intended scope (which the Parties agree “Negotiating Party”) shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires respond to evaluate such Out-License, then Amgen shall notify Company that written notice within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Consideration Period”), Amgen shall have an exclusive right either providing notice of its intention to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Periodexclusively as described in this Section 4.6, or (iii) declines waiving that right; provided, however, that the failure of Genentech or Roche to provide written notice of its intention to negotiate exclusively as described in writing the Out-License after review of the Summary, then Amgen this Section 4.6 shall be deemed a waiver of its right to have waived its rights under this Section 2.3 (Right of First Negotiation) such negotiation with respect to such ProductConstellation Draft Pick Target, compound or Licensed Product(s) and Constellation shall be entitled to enter into an agreement for such Constellation Draft Pick Target, compound or Licensed Product(s) with a Third Party. If Amgen and Company do If, during the Consideration Period, the Negotiating Party gives notice of its intention to negotiate exclusively, Constellation shall negotiate with the Negotiating Party exclusively for a period extending not mutually agree on more than [**] after the Negotiating Party’s notice to Constellation hereunder (the “Negotiation Period”) regarding the terms of an Out-License for such Product pursuant to Amgen within which the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Negotiating Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect would take rights to such a sublicenseConstellation Draft Pick Target, compound or Licensed Product(s), with both Constellation and the Negotiating Party negotiating in good faith.

Right of First Negotiation. 2.3.1 If Company seeks (a) In the event that either Harbinger or Pinnacle or any of their respective Entity Affiliates proposes to grant a sublicense Transfer any Securities (an “Out-License”other than Transfers permitted by Sections 3.1(a)(ii), and, solely in Pinnacle’s case, also Section 3.1(c)(vi)) to a Third Party for development and/or commercialization of AMG 842 (orsuch Transferring party, to the extent Company has de-prioritized AMG 842together with its Entity Affiliates, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)“ROFN Seller”), then Company the ROFN Seller shall notify Amgen in advance in writing and provide a non-confidential summary the other party, together with its Entity Affiliates (such other party, together with its Entity Affiliates, the “ROFN Buyer”), with written notice of its intent to Transfer such Securities, which notice shall set forth the Product that is number of Securities proposed to be Transferred (the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction ROFN Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days For a period of its twenty (20) Business Days following receipt of the Transaction ROFN Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity ROFN Period”), Amgen shall have if and solely to the extent initiated by the ROFN Buyer during the ROFN Period, the ROFN Buyer and the ROFN Seller shall, on an exclusive right basis, negotiate in good faith with one another regarding a transaction pursuant to negotiate an exclusivewhich the ROFN Buyer would acquire all, royalty-bearing license but not less than all, of the Securities to such Product from Companybe Transferred by the ROFN Seller as set forth in the ROFN Notice (the “ROFN Transaction”). If Amgen Unless and until definitive documentation providing for the terms and conditions of a ROFN Transaction is executed and delivered by all parties thereto, (i) does not deliver the ROFN Seller, except with respect to its obligation to negotiate in good faith on an exclusive basis as set forth above, shall have no obligation or liability whatsoever to the ROFN Buyer with respect to any ROFN Transaction, including any obligation to enter into either a Negotiation Notice to Company within non-binding term sheet or letter of intent, or definitive documentation, providing for the applicable [*] period after receipt terms and conditions of the Negotiation NoticeROFN Transaction, and (ii) does the ROFN Buyer shall not deliver to Company a written proposal have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in connection therewith. Notwithstanding the foregoing, and for the terms avoidance of an Out-License to Amgen during doubt, (x) the Exclusivity Period, or (iii) declines in writing the Out-License after review provisions of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 3.5 shall not apply to entering into or executing a Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, and (Right y) the provisions of First Negotiation) this Section 3.5 shall apply to Subsequent Transfers, except that the ROFN Period with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company Subsequent Transfers shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms fifteen (15) Business Days instead of Section 2.2 twenty (Sublicenses20) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicenseBusiness Days.

Right of First Negotiation. 2.3.1 If Company seeks If, during the two (2) year period beginning on the First Commercial Sale of a Licensed Product by Proprius, (i) Proprius desires to grant a divest or sublicense all or substantially all of its business relating to the Licensed Products (an “Out-License”whether by sale, license or otherwise) to a Third Party, or (ii) a Third Party for development and/or commercialization of AMG 842 initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (or, both (1) and (ii) are collectively referred to the extent Company has de-prioritized AMG 842, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)as a “Business Opportunity”), then Company shall Proprius will promptly notify Amgen in advance Prometheus in writing and provide thereof, with such notice containing a non-confidential reasonably complete summary of reasonably available information necessary to evaluate the Product Business Opportunity; provided, however, that is Proprius shall not be obligated to disclose to Prometheus the subject identity of any such Third Party, the terms proposed sublicense, as well as the intended scope by such Third Party (which the Parties agree shall be initially for worldwide rightsif confidential) or any other confidential or proprietary information of the Out-License (a “Transaction Notice”)such Third Party. If Amgen desires to evaluate such Out-License, then Amgen shall notify Company Prometheus indicates interest in pursuing the Business Opportunity within [***] business days of Prometheus’ receipt of Proprius’ written notice, the Parties will negotiate in good faith to enter into a definitive agreement. If the Parties are unable to enter into a definitive agreement within [***] days of its after Proprius’ receipt of Prometheus’ indication of interest, or if Prometheus does not so indicate an interest in pursuing the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of Business Opportunity within the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [**] period after receipt of the Negotiation Noticebusiness day period, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall Proprius will be free to negotiate an Out-License for execute such Product Business Opportunity with any a Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License Party provided that Proprius shall not include offer the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or Business Opportunity to a Third Party distributor selling finished Product purchased from Companyon 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 Third Party will be subject to Prometheus’ rights under this Agreement, including, without limitation, Prometheus’ right to receive the payments set forth in Article 5. *** Certain information on this page has been omitted and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such a sublicensethe omitted portions.

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 842 777 (or, to the extent Company has de-prioritized AMG 842777, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. [*] = Certain confidential information contained in this document, 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.

Right of First Negotiation. 2.3.1 If Company seeks EPIZYME hereby grants to grant CELGENE, on the terms set forth in this Section 7.2, a sublicense right of first negotiation with respect to a Business Combination of EPIZYME (an the “Out-LicenseROFN Right”) during the Option Term. If, during the Option Term, EPIZYME desires, directly or indirectly (including through any parent or holding corporation or entity or group of controlling stockholders acting together) to pursue a Business Combination (a “Proposed Transaction”), then prior to negotiating the terms of an agreement for the Proposed Transaction with one or more Third Parties, EPIZYME shall notify CELGENE in writing of EPIZYME’s desire to pursue a Proposed Transaction and, during the period beginning on the date on which EPIZYME so notifies CELGENE and ending upon the ROFN Expiration (as defined below), none of EPIZYME, its Affiliates, and its and their respective officers, directors, employees, agents, attorneys, accountants, financial advisers, and representatives shall, directly or indirectly, solicit, initiate or encourage proposals from, discuss or negotiate with, or provide any information to, any Third Party related to the Proposed Transaction. CELGENE shall, within [**] days after receipt of such notice, indicate to EPIZYME in writing whether it wishes to enter into the Proposed Transaction and, if CELGENE indicates that it wishes to enter into the Proposed Transaction, the Parties shall negotiate in good faith to enter into mutually agreeable terms pursuant to which CELGENE would enter into such Proposed Transaction with EPIZYME, it being understood and agreed that the foregoing negotiation obligation shall not require EPIZYME to accept any offer made by CELGENE or to enter into the Proposed Transaction. If either (a) CELGENE indicates it does not wish to pursue a Proposed Transaction, (b) CELGENE fails to indicate its interest within such [**] day period or (c) CELGENE indicates it wishes to enter into such Proposed Transaction but the Parties fail to reach agreement on the terms of a Proposed Transaction or to execute a definitive agreement with respect to such Proposed Transaction prior to the earlier of [**] days after the date of CELGENE’s indication of interest or the expiration of the Option Term, then the ROFN Right shall expire (the “ROFN Expiration”) and EPIZYME shall be free, without any further obligation to CELGENE under this Agreement with respect thereto, to enter into the Proposed Transaction with a Third Party; provided that, in the event clause (c) of this sentence is applicable, if EPIZYME proposes to enter into a Proposed Transaction with a Third Party for development and/or commercialization during the Option Term on terms that (i) include an upfront purchase price payment (inclusive of AMG 842 (or, amounts placed into an escrow account concurrently with such upfront purchase price payment) that is less than or equal to the extent Company has de-prioritized AMG 842upfront purchase price payment (inclusive of amounts placed into an escrow account concurrently with such upfront purchase price payment) last offered by CELGENE in writing to EPIZYME or (ii) taken as a whole, are materially less favorable to EPIZYME and/or its shareholders, as applicable, than the terms last offered in writing to EPIZYME by CELGENE (such condition, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)“Lower Value Third Party Offer Condition”), then Company (A) EPIZYME shall, prior to entering into the Proposed Transaction with such Third Party, offer such terms (and in the case of the foregoing clause (i), including the lower upfront purchase price) to CELGENE (and, if CELGENE accepts such offer, CELGENE shall have the right to substitute an equivalent amount of cash for any non-cash consideration in the Third Party offer), (B) CELGENE shall have [**] days after the date of receipt of such offer from EPIZYME to notify Amgen in advance EPIZYME in writing of its acceptance of such offer and provide (C) (1) if CELGENE so accepts, the Parties shall promptly enter into a non-confidential summary definitive agreement for the Proposed Transaction on such terms, or (2) if CELGENE does not accept, then EPIZYME shall be free, without any further obligation to CELGENE under this Agreement with respect thereto, to enter into the Proposed Transaction with a Third Party; provided further that if EPIZYME does not enter into a definitive agreement for a Proposed Transaction with a Third Party within two hundred and twenty five (225) days after the expiration of CELGENE’s ROFN Right as described above, and at such time the Option Term has not yet expired, CELGENE’s ROFN Right shall be reinstated, the ROFN Expiration shall be deemed not to have previously occurred, and the Parties shall again comply with this Section 7.2 as if the Proposed Transaction were a new transaction. For the avoidance of doubt, preliminary discussions that precede a formal offer or term sheet shall not be restricted by this Section 7.2. This Section 7.2 and the ROFN Right shall terminate immediately upon the earlier to occur of the Product that is the subject termination of the proposed sublicenseOption Term or consummation of a Business Combination by EPIZYME. Any notice provided by either Party hereunder, as well as the intended scope (which the Parties agree fact that this section might be applicable, that a notice has been provided hereunder or that EPIZYME has considered/is considering a Proposed Transaction, shall be initially for worldwide rights) “Confidential Information” of the Out-License (a “Transaction Notice”). If Amgen desires both Parties and expressly subject to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”)Article 9, including existing material clinical and preclinical dataSection 9.1, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicensehereof.

Right of First Negotiation. 2.3.1 If Company TESARO seeks to grant a sublicense (an “Out-License”) under the Licensed Patents or Licensed Know-How to a Third Party for development and/or commercialization of AMG 842 (or, to the extent Company has de-prioritized AMG 842, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence))any Product, then Company shall TESARO will notify Amgen AMGEN in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rightsi.e., field and territory) of the Out-License (a “Transaction Notice”). If Amgen AMGEN desires to evaluate such Out-License, then Amgen shall AMGEN will notify Company TESARO within [*] * days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after CompanyTESARO’s receipt of a Negotiation Notice, Company shall TESARO will provide Amgen AMGEN with a confidential summary of the Product Company is seeking to Out-License (each, a “Summary”), including existing material clinical and preclinical data, data (as well as such other information in Company’s possession that Amgen AMGEN may reasonably request), which Summary shall be deemed to be Confidential Information of Company TESARO under this Agreement. For [*] * days following AmgenAMGEN’s receipt of a Summary (the “Exclusivity Period”), Amgen shall AMGEN will have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from CompanyTESARO. If Amgen AMGEN (ia) does not deliver a Negotiation Notice to Company TESARO within the applicable [*] period after receipt of the Negotiation Notice* day period, (iib) does not deliver to Company TESARO a written proposal for the terms of an Out-License to Amgen AMGEN during the Exclusivity Period, or (iiic) declines in writing the Out-License after review of the Summary, then Amgen AMGEN shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such ProductProduct (but solely to the extent as proposed in such Transaction Notice). If Amgen AMGEN and Company TESARO do not mutually agree on the terms of an Out-License for such Product to Amgen AMGEN within the Exclusivity Period, Company shall TESARO will be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) ); provided, however, that TESARO would not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and Section 2.3.2commercial terms less favorable, in the aggregate, to TESARO than those last offered by AMGEN or with a broader scope than as set forth in the Transaction Notice. For the sake of clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization solely for the purpose of manufacturing or developing Products for Company TESARO or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicenseTESARO.

Right of First Negotiation. 2.3.1 If Company seeks Resonant’s board of directors proposes to grant a sublicense (an “Out-License”) sell Resonant to a Third Party for development and/or commercialization of AMG 842 non-affiliate (or, to the extent Company has de-prioritized AMG 842, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)STI excluded), then Company shall Resonant will notify Amgen in advance in writing and provide a Skyworks of such proposal before it makes such proposal to any such non-confidential summary affiliates (other than STI). If Skyworks notifies Resonant within 20 days of receiving the Product notice from Resonant that it is interested in potentially acquiring Resonant, then Resonant and Skyworks will in good faith negotiate for 45 days regarding a sale of Resonant to Skyworks, starting on the subject date Resonant receives such notice from Skyworks (the “Right of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction NoticeFirst Negotiation”). If Amgen desires If, in their respective sole and absolute discretion they are unable to evaluate enter a definitive acquisition agreement in such Out-License45 day period, then Amgen shall notify Company within [*] days of its receipt Resonant is free to market and sell itself to any party free of the Transaction Notice Right of First Negotiation, and without further notice to Skyworks. The Right of First Negotiation will only “reset” (a “i.e., again be triggered) if Resonant’s board of directors determines in its sole business judgment that the sale process which triggered the Right of First Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information terminated, and then it later commences a new sale process. All of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its Skyworks rights under this Section 2.3 7 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with including any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (then pending Right of First Negotiation) shall automatically terminate on the earlier to occur of (a) the termination of this Agreement or (b) an initial public offering of Resonant’s securities (including via reverse merger into public shell or other transaction using an affiliate of Resonant that achieves substantially the same result of an IPO or reverse merger). Skyworks will not restrict Company interfere with any proposed sale to another party provided only that Resonant has complied with this Right of First Negotiation. For clarity, the Right of First Negotiation does not apply to a sale by the shareholders of Resonant of their shares, but rather only a transaction to which Resonant itself is a party. Except as expressly set forth in this Section 7, Resonant has no obligation to discuss or negotiate with Skyworks, or notify Skyworks regarding, any manner with respect to such transaction involving a sublicensesale of or other extraordinary transactions involving Resonant.

Right of First Negotiation. 2.3.1 If Company seeks (i) In the event that during the period commencing at the Closing and ending upon the tenth (10th) anniversary of the Closing, either Parent or Buyer or any of their respective Control Affiliates proposes to grant enter into a sublicense joint venture with a third party with respect to, or engage a third party to manage, all or any portion of the Parent Additional Property (an in the case of Parent and its Control Affiliates) or the Buyer Additional Property (in the case of Buyer and its Control Affiliates) for a use that is primarily related to lodging, food and beverage, retail or entertainment activities (a “Out-LicenseTriggering Activity”) to a Third Party for development and/or commercialization of AMG 842 (orsuch party, to the extent Company has de-prioritized AMG 842together with its Control Affiliates, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)“ROFN Triggering Party”), then Company the ROFN Triggering Party shall notify Amgen provide other party (such other party, together with its Control Affiliates, the “ROFN Counterparty”) with written notice of its intent to engage in advance in writing and provide a non-confidential Triggering Activity, which notice shall set forth a reasonable summary of the Product that is proposed Triggering Activity, its concept and a reasonable, good faith estimate of its development cost (the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction ROFN Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] For a period of thirty (30) days of its following receipt of the Transaction ROFN Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity ROFN Period”), Amgen shall have if and solely to the extent initiated by the ROFN Counterparty during the ROFN Period, the ROFN Counterparty and the ROFN Triggering Party shall, on an exclusive right basis, negotiate in good faith with one another regarding a transaction pursuant to negotiate an exclusive, royalty-bearing license to which the ROFN Counterparty would participate in such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, joint venture or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) management arrangement with respect to such ProductParent Additional Property or Buyer Additional Property, as the case may be (the “ROFN Transaction”). If Amgen Unless and Company do not mutually agree on until definitive documentation providing for the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant conditions of a sublicense to a contract manufacturer or a contract research organization for ROFN Transaction is executed and delivered by all parties thereto, (i) neither the purpose ROFN Triggering Party nor any of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner its Control Affiliates except with respect to such its obligation to negotiate in good faith on an exclusive basis as set forth above, shall have any obligation or liability whatsoever to the ROFN Counterparty with respect to any ROFN Transaction, including any obligation to enter into either a sublicensenon-binding term sheet or letter of intent, or definitive documentation, providing for the terms and conditions of the ROFN Transaction, and (ii) the ROFN Counterparty shall not have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in connection therewith.

Right of First Negotiation. 2.3.1 If Company seeks (a) In the event that either Harbinger or Pinnacle or any of their respective Entity Affiliates proposes to grant a sublicense Transfer any Securities (an “Out-License”other than Transfers permitted by Sections 3.1(a)(ii), and, solely in Pinnacle’s case, also Section 3.1(c)(vi)) to a Third Party for development and/or commercialization of AMG 842 (orsuch Transferring party, to the extent Company has de-prioritized AMG 842together with its Entity Affiliates, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)“ROFN Seller”), then Company the ROFN Seller shall notify Amgen in advance in writing and provide a non-confidential summary the other party, together with its Entity Affiliates (such other party, together with its Entity Affiliates, the “ROFN Buyer”), with written notice of its intent to Transfer such Securities, which notice shall set forth the Product that is number of Securities proposed to be Transferred (the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction ROFN Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days For a period of its 20 Business Days following receipt of the Transaction ROFN Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity ROFN Period”), Amgen shall have if and solely to the extent initiated by the ROFN Buyer during the ROFN Period, the ROFN Buyer and the ROFN Seller shall, on an exclusive right basis, negotiate in good faith with one another regarding a transaction pursuant to negotiate an exclusivewhich the ROFN Buyer would acquire all, royalty-bearing license but not less than all, of the Securities to such Product from Companybe Transferred by the ROFN Seller as set forth in the ROFN Notice (the “ROFN Transaction”). If Amgen Unless and until definitive documentation providing for the terms and conditions of a ROFN Transaction is executed and delivered by all parties thereto, (i) does not deliver the ROFN Seller, except with respect to its obligation to negotiate in good faith on an exclusive basis as set forth above, shall have no obligation or liability whatsoever to the ROFN Buyer with respect to any ROFN Transaction, including any obligation to enter into either a Negotiation Notice to Company within non-binding term sheet or letter of intent, or definitive documentation, providing for the applicable [*] period after receipt terms and conditions of the Negotiation NoticeROFN Transaction, and (ii) does the ROFN Buyer shall not deliver to Company a written proposal have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in connection therewith. Notwithstanding the foregoing, and for the terms avoidance of an Out-License to Amgen during doubt, (x) the Exclusivity Period, or (iii) declines in writing the Out-License after review provisions of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 3.5 shall not apply to entering into or executing a Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, and (Right y) the provisions of First Negotiation) this Section 3.5 shall apply to Subsequent Transfers, except that the ROFN Period with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company Subsequent Transfers shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms 15 Business Days instead of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense20 Business Days.

Right of First Negotiation. 2.3.1 If Company seeks (a) In the event that either Harbinger or Pinnacle or any of their respective Entity Affiliates proposes to grant a sublicense Transfer any Securities (an “Out-License”other than Transfers permitted by Sections 3.1(a)(ii), and, solely in Pinnacle’s case, also Section 3.1(c)(vi)) to a Third Party for development and/or commercialization of AMG 842 (orsuch Transferring party, to the extent Company has de-prioritized AMG 842together with its Entity Affiliates, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)“ROFN Seller”), then Company the ROFN Seller shall notify Amgen in advance in writing and provide a non-confidential summary the other party, together with its Entity Affiliates (such other party, together with its Entity Affiliates, the “ROFN Buyer”), with written notice of its intent to Transfer such Securities, which notice shall set forth the Product that is number of Securities proposed to be Transferred (the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction ROFN Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days For a period of its 20 Business Days following receipt of the Transaction ROFN Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity ROFN Period”), Amgen shall have if and solely to the extent initiated by the ROFN Buyer during the ROFN Period, the ROFN Buyer and the ROFN Seller shall, on an exclusive right basis, negotiate in good faith with one another regarding a transaction pursuant to negotiate an exclusivewhich the ROFN Buyer would acquire all, royalty-bearing license but not less than all, of the Securities to such Product from Companybe Transferred by the ROFN Seller as set forth in the ROFN Notice (the “ROFN Transaction”). If Amgen Unless and until definitive documentation providing for the terms and conditions of a ROFN Transaction is executed and delivered by all parties thereto, (i) does not deliver the ROFN Seller, except with respect to its obligation to negotiate in good faith on an exclusive basis as set forth above, shall have no obligation or liability whatsoever to the ROFN Buyer with respect to any ROFN Transaction, including any obligation to enter into either a Negotiation Notice to Company within non-binding term sheet or letter of intent, or definitive documentation, providing for the applicable [*] period after receipt terms and conditions of the Negotiation NoticeROFN Transaction, and (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License ROFN Buyer shall not include the grant have any claim of a sublicense to a any nature whatsoever (including any claim for breach of contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiationdetrimental reliance) shall not restrict Company in any manner with respect to such a sublicenseconnection therewith.

Right of First Negotiation. 2.3.1 If the Call Option is not exercised during the Call Option Period with respect to the Call Option Shares, then the Company, at the direction of MSEC in its capacity as the representative of the Call Option Grantors, would have the right to retain an investment bank to assist in selling and marketing a Sale of the Company; provided that, prior to commencing the Sale of the Company seeks to grant process, Neptune shall be afforded a sublicense thirty (an 30)-day right of first negotiation (such right, the “Out-LicenseROFN”; such time period, the “ROFN Period”) to exclusively negotiate with the Company and/or MSEC and to make an offer for a Third Party for development and/or commercialization Sale of AMG 842 (orthe Company. In the event MSEC and Neptune, following good faith discussions, are unable to come to an agreement with respect to the extent principal terms of a Sale of the Company has de-prioritized AMG 842on or before the expiration of the ROFN Period, MSEC shall be permitted to negotiate a Sale of the backup Product thereto Company transaction with an Independent Third Party; provided that, if Neptune made an offer for which the Sale of the Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence))during the ROFN Period, and thereafter MSEC or the Company receive an offer for the Sale of the Company, then Company MSEC shall notify Amgen in advance in writing promptly provide written notice to Neptune stating that it has received an offer and provide specifying: (1) the name of the Person who has made an offer for the Sale of the Company, (2) the purchase price (including the per-share purchase price if applicable) and the other material terms and conditions of the Sale of the Company, including a description of any non-confidential summary cash consideration in sufficient detail to permit the valuation thereof, and (3) the proposed date and time of the Product that is the subject closing of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) Sale of the Out-License (a Company “Transaction ROFN Notice”). If Amgen desires the offer for a Sale of the Company is for a lower price than Neptune’s highest offer (such offers to evaluate such Outbe compared on the basis of a sale of 100% of the Company’s capital stock or assets, as the case may be, and subject to the reasonable valuation of non-Licensecash and contingent consideration offered therein), then Amgen Neptune shall notify Company within [*] days have a right of its receipt first refusal to consummate a Sale of the Transaction Notice (Company transaction at a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary price resulting in consideration of the Product same value as would have been paid in such offer to the other Stockholders by providing written notice thereof to MSEC within twenty (20) days following Xxxxxxx's receipt from MSEC of the ROFN Notice. If Neptune elects to not exercise its right of first refusal, MSEC may proceed with the Sale of the Company to such Independent Third Party at such lower price; provided that if the price offered by such Independent Third Party is seeking reduced or the terms and conditions of such Sale of the Company are materially modified, or if another Person makes an offer for the Sale of the Company, MSEC must again provide notice to Out-License (a “Summary”Neptune as described above and, if applicable in accordance with the terms of this Section 5(f), including existing material clinical and preclinical data, as well as such other information in Neptune must again be granted a right of first refusal to consummate the Sale of the Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information . The Sale of the Company under this Agreement. For [*] following Amgen’s receipt Section 5(f) would be in the form of a Summary bring-along sale pursuant to this Section 5 (the i.e., an “Exclusivity PeriodApproved Sale”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense.

Right of First Negotiation. 2.3.1 If At any time following the 6th anniversary of the Effective Date and prior to the consummation of an IPO, subject to compliance with the provisions of Section 4(a)(iii), Section 4(a)(iv), this Section 4(b) and Section 4(c), but notwithstanding anything to the contrary in the other provisions of Section 4, a Sponsor may Transfer any or all of such Sponsor’s Stockholder Shares without the consent of any other Person. So long as the non-transferring Sponsor is a Major Sponsor, at least 30 days prior to the execution of any agreement providing for the Transfer by any Sponsor of any interest in the Stockholder Shares held by such Sponsor pursuant to Section 4(b), except in the case of (i) an Exempt Transfer, (ii) a Transfer by a Whitney Sponsor to a Xxxx Sponsor or (iii) a Transfer by a Xxxx Sponsor to a Whitney Sponsor, such Sponsor shall deliver written notice of such proposed Transfer to the Company seeks and each other Major Sponsor (other than, for purposes of clarity, any Sponsor who is a Stockholder (or an Affiliate of such Stockholder) proposing to grant a sublicense consummate such Transfer) (an “Out-LicenseOffer Notice”, which Offer Notice shall disclose the proposed number of each class of Stockholder Shares to be Transferred (the “Offered Amount”) to a Third Party for development and/or commercialization of AMG 842 (orand, to the extent Company has de-prioritized AMG 842known, in reasonable detail the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing other proposed material terms and provide a non-confidential summary conditions of the Product that Transfer, and each such Major Sponsor to which such Offer Notice is the subject of the proposed sublicenserequired to be delivered, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a an “Transaction NoticeOfferee Sponsor”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] 5 days of its receipt delivery of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Offer Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary Sponsor proposing the applicable Transfer (the “Exclusivity Prospective Transferor Sponsor”) receives notice from one or more of the Offeree Sponsors or the Company of any such Major Sponsor’s or the Company’s interest in purchasing such Prospective Transferor Sponsor’s Stockholder Shares, then, through the 30th day following delivery of the Offer Notice (the “Negotiation Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen the Prospective Transferor Sponsor (i) does shall not deliver conduct negotiations or discussions concerning the contemplated Transfer with any prospective transferees (other than any Offeree Sponsor or the Company) and (ii) shall conduct good faith negotiations with the Offeree Sponsors and the Company, as applicable, with the view to evaluating and, if mutually agreed, consummating a possible Transfer of such Stockholder Shares to the Company or the Offeree Sponsors (it being understood that the Negotiation Notice Period, and related discussions and negotiations, shall automatically cease at the end of such 30-day period, unless the Prospective Transferor Sponsor in its sole discretion, in the exercise of which it can consider only its own interests, agrees otherwise in writing). The Prospective Transferor Sponsor, subject to Company within compliance with the applicable [*] period after receipt provisions of Section 4(a)(iii), Section 4(a)(iv), this Section 4(b), Section 4(c) and Section 13, shall have the right to Transfer any portion of its Stockholder Shares to any prospective purchaser (which may or may not include any Offeree Sponsor or the Company) on such terms and conditions as are acceptable to the Prospective Transferor Sponsor (including, without limitation, terms and conditions that may be less favorable to the Prospective Transferor Sponsor than may have been offered by, or discussed with, an Offeree Sponsor or the Company) at any time from the expiration of the Negotiation Notice, (ii) does not deliver to Company a written proposal for Period through the terms of an Out-License to Amgen during 180th day following the Exclusivity Period, or (iii) declines in writing the Out-License after review expiration of the SummaryNegotiation Period; provided, then Amgen that, the Prospective Transferor Sponsor shall not be deemed permitted to have waived its rights under Transfer pursuant to this provision a number of Stockholder Shares less than 85% of the Offered Amount (other than as a result of the participation of Tag-Along Holders pursuant to Section 4(c)) or greater than 115% of the Offered Amount without first following the procedures set forth in this Section 2.3 (Right of First Negotiation4(b) with respect to such Product. If Amgen and Company do not mutually agree on the terms increased or decreased amount of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 Stockholder Shares (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicenseas applicable).

Right of First Negotiation. 2.3.1 If the Call Option is not exercised during the Call Option Period with respect to the Call Option Shares, then the Company, at the direction of MSEC in its capacity as the representative of the Call Option Grantors, would have the right to retain an investment bank to assist in selling and marketing a Sale of the Company; provided that, prior to commencing the Sale of the Company seeks to grant process, Neptune shall be afforded a sublicense thirty (an 30)-day right of first negotiation (such right, the “Out-LicenseROFN”; such time period, the “ROFN Period”) to exclusively negotiate with the Company and/or MSEC and to make an offer for a Third Party for development and/or commercialization Sale of AMG 842 (orthe Company. In the event MSEC and Neptune, following good faith discussions, are unable to come to an agreement with respect to the extent principal terms of a Sale of the Company has de-prioritized AMG 842on or before the expiration of the ROFN Period, MSEC shall be permitted to negotiate a Sale of the backup Product thereto Company transaction with an Independent Third Party; provided that, if Neptune made an offer for which the Sale of the Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence))during the ROFN Period, and thereafter MSEC or the Company receive an offer for the Sale of the Company, then Company MSEC shall notify Amgen in advance in writing promptly provide written notice to Neptune stating that it has received an offer and provide specifying: (1) the name of the Person who has made an offer for the Sale of the Company, (2) the purchase price (including the per-share purchase price if applicable) and the other material terms and conditions of the Sale of the Company, including a description of any non-confidential summary cash consideration in sufficient detail to permit the valuation thereof, and (3) the proposed date and time of the Product that is the subject closing of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) Sale of the Out-License (a Company “Transaction ROFN Notice”). If Amgen desires the offer for a Sale of the Company is for a lower price than Neptune’s highest offer (such offers to evaluate such Outbe compared on the basis of a sale of 100% of the Company’s capital stock or assets, as the case may be, and subject to the reasonable valuation of non-Licensecash and contingent consideration offered therein), then Amgen Neptune shall notify Company within [*] days have a right of its receipt first refusal to consummate a Sale of the Transaction Notice Company transaction at a price resulting in consideration of the same value as would have been paid in such offer to the other Stockholders by providing written notice thereof to MSEC within twenty (a “Negotiation Notice”). Promptly after Company20) days following Xxxxxxx’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary from MSEC of the Product ROFN Notice. If Neptune elects to not exercise its right of first refusal, MSEC may proceed with the Sale of the Company to such Independent Third Party at such lower price; provided that if the price offered by such Independent Third Party is seeking reduced or the terms and conditions of such Sale of the Company are materially modified, or if another Person makes an offer for the Sale of the Company, MSEC must again provide notice to Out-License (a “Summary”Neptune as described above and, if applicable in accordance with the terms of this Section 5(f), including existing material clinical and preclinical data, as well as such other information in Neptune must again be granted a right of first refusal to consummate the Sale of the Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information . The Sale of the Company under this Agreement. For [*] following Amgen’s receipt Section 5(f) would be in the form of a Summary bring-along sale pursuant to this Section 5 (the i.e., an “Exclusivity PeriodApproved Sale”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense.

Right of First Negotiation. 2.3.1 If an Initial Member (the "Selling Initial Member") desires to Transfer, directly or indirectly, in whole or in part, its interest in the Company seeks to grant a sublicense (an “Out-License”the "Offered Initial Member Interest") to a Third Party for development and/or commercialization of AMG 842 third party other than a Permitted Transferee that would trigger paragraphs 16(d) or (orf), the Selling Initial Member shall first give written notice (the "Negotiation Notice") to the extent Company has de-prioritized AMG 842, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 other Initial Member (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights"RFN Initial Member") of its desire to so sell the Out-License (a “Transaction Notice”)Offered Initial Member Interest. If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after Upon receipt of the Negotiation Notice, the RFN Initial Member may attempt to negotiate the purchase of all but not less than all of the Offered Initial Member Interest for a period of ten (ii10) Business Days or such shorter or longer period as agreed in writing by the Initial Members ("Negotiation Period"). The Selling Initial Member shall have no obligation of any kind to sell or to reach an agreement to sell the Offered Initial Member Interest to the RFN Initial Member. The consummation of any sale negotiated within the Negotiation Period pursuant to this paragraph 16(c) shall be made free of the restrictions and requirements of paragraphs 16(d), (e) and (f) and must be consummated within thirty (30) Business Days following the end of the Negotiation Period (except as such time period must be extended to comply with Hart-Scott-Rodino or other regulatory filings or by mutual written xxxxxxxxx xx xxx Initial Members). If (a) the Selling Initial Member, in its sole discretion, does not deliver agree to Company a written proposal for sell the terms of an Out-License Offered Initial Member Interest to Amgen during the Exclusivity Period, RFN Initial Member within the Negotiation Period or (iiib) declines in writing any agreed sale is not consummated within the Out-License after review of 30 Business Day period (as may be extended per the Summaryabove), then Amgen the Selling Initial Member shall have the right to Transfer the Offered Initial Member Interest to any other party, subject to paragraphs 16(b), (d), (e) and (f). The Selling Initial Member will not again be deemed subject to have waived its rights under this Section 2.3 (Right of First Negotiationparagraph 16(c) with respect to such Productany proposed Transfer of the Offered Initial Member Interest unless more than one hundred eighty (180) days has elapsed from the expiration of the Negotiation Period. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and Nothing contained in this Section 2.3 (Right of First Negotiationparagraph 16(c) shall not restrict Company in any manner with respect to such a sublicenseway limit an Initial Member's rights regarding an Offer Transfer Notice or Co-Sale Notice (each as defined below) initiated by another Member.

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 842 (or, to the extent Company has de-prioritized AMG 842, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice Bridge hereby grants to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms right of an Out-License to Amgen first negotiation during the Exclusivity Period, or Period (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation“ROFN”) with respect to such Productthe Offered Assets as set forth in this Section 3.1. If Amgen and Company do not mutually agree on Subject to the terms of an Out-License for such Product to Amgen exclusivity restriction set forth in Section 2, if, at any time within the Exclusivity Period, Bridge or its Affiliate intends to engage in any Transaction, Bridge shall promptly notify the Company shall be free to negotiate an Out-License for in writing of such Product intent, together with any Third Partyinformation and data generated by, subject or on behalf of, Bridge or such Affiliate regarding the financial terms of such Transaction, a description of the Offered Assets and such other material information regarding such Transaction and the Offered Assets as would be reasonably useful for the Company to determine its interest in such Transaction (“ROFN Offer Notice”). Upon the Company’s written request, Bridge shall promptly, and in any case within [***] of receipt of such request, provide any additional information with respect to the Transaction or the Offered Assets reasonably requested by the Company. Within [***] from the receipt of the ROFN Offer Notice (“ROFN Exercise Period”), the Company may exercise its ROFN by providing Bridge with a written notice of its intent to exercise its ROFN (the “ROFN Exercise Notice”). Upon Bridge’s receipt of such ROFN Exercise Notice, Bridge shall, or shall cause the applicable Affiliate to, exclusively negotiate in good faith with the Company or its Affiliate for a period of [***] from the date of the ROFN Exercise Notice, unless such negotiations are earlier terminated by the Company (the “ROFN Negotiation Period”) the terms of Section 2.2 (Sublicenses) the Transaction upon which the parties would enter into a definitive agreement at a price and Section 2.3.2. For clarity, an Out-License shall not include on terms mutually agreed between the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicenseparties.