Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. If during the Inhaled Option Period and/or Vaccines Option Period, Liquidia desires to grant a non-exclusive license to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokines.

Right of First Negotiation. If during Subject to the Inhaled Option Period and/or Vaccines Option Periodterms and conditions of this Agreement, Liquidia desires ORGENTEC hereby grants to grant a non-exclusive license to its interest in Proprius the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable a license with respect to Liquidia’s interest one or more Additional Products in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products Field in the applicable field Territory in accordance with this Section 2.2. If, during the Term, ORGENTEC proposes to introduce (i.e. a field outside vaccines applications and/or either directly or through an Affiliate or Third Party licensee or distributor) in the Inhaled Field). GSK or GSK Bio Territory any Additional Product, then ORGENTEC shall have thirty (30) days from the receipt of the ROFN Notice to inform Liquidia promptly notify Proprius thereof in writing of its election such intent and shall provide to negotiate Proprius any and all available scientific data, patent filings and other relevant information regarding such Additional Product (“Diligence Information”). At any time during the terms 30-day period commencing on the date of such exclusive licensenotice, and another thirty provided that all available Diligence Information regarding an Additional Product has been provided within [***] days following such notice (30) days the “Review Period”), Proprius, at its sole discretion, may exercise its right of first negotiation with respect to submit such Additional Product by delivering written notice of exercise to Liquidia an initial proposal for the terms of such exclusive licenseORGENTEC. If GSK or GSK Bio delivers Proprius exercises such notice during right of first negotiation prior to expiration of the first thirty (30) day period and submits Review Period, the initial proposal within the second thirty (30) day period, Liquidia parties shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not up to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice an additional [***] days (the “Negotiation Period”), ) regarding the terms under upon which Liquidia will grant ORGENTEC would exclusively license such exclusive license Additional Product to GSK or GSK BioProprius in the Field in the Territory. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for Until the exclusive license by the end expiration of the Negotiation Period with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant of a license with respect to such Additional Product. If Proprius does not exercise its right of first negotiation with respect to an Additional Product prior to expiration of the Review Period, or if Proprius exercises such right of first negotiation with respect to an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional Product, then Liquidia ORGENTEC shall be free to offer such Additional Product to, and to negotiate with and enter into a license with, any Third Party for a non-exclusive with respect to such Additional Product in the Field in the Territory, except that ORGENTEC shall not license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license Additional Product to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after *** Certain information on this page has been omitted and filed separately with the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to LiquidiaSecurities and Exchange Commission. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions the omitted portions. Party on terms more favorable to such Third Party than those offered to Proprius without first offering such license to Proprius on such more favorable terms for a period of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesat least 30 days.

Right of First Negotiation. If during the Inhaled Option Period and/or Vaccines Option Period, Liquidia desires to grant a non-exclusive license to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the This Agreement includes an exclusive right of first negotiation (the “ROFN”) for ImmunoGen to obtain an exclusiverights to develop or commercialize, worldwideeither alone or with Licensee, sublicensable license to Liquidiathe Product in North America. Upon Licensee’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, completion of a Phase 2 Clinical Trial for a Product and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during upon the first thirty to occur of (30i) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively Licensee notifying ImmunoGen that its Board of Directors has directed management to undertake in good faith with GSK efforts to identify potential licensees or GSK Biocollaborators to develop and commercialize the Product or (ii) the date upon which the Licensee provides ImmunoGen a copy of the final and complete set of locked clinical trial data tables, figures, listings and safety reviews including, but not limited to, all statistical analyses and related data as per the clinical trial protocol and related statistical analysis plan (the “Phase 2 Clinical Trial Results”) for such Phase 2 Clinical Trial, Licensee shall notify ImmunoGen and for a period of [***] thereafter, ImmunoGen may exercise its ROFN by notifying Licensee in writing (the “lmmunoGen Option Exercise Notice”). If ImmunoGen does not exercise the ROFN during such [***] period, then Licensee shall be free to exceed six (6) months from GSK’s offer the opportunity to obtain a license to develop or GSK Biocommercialize the Product in North America to any third party and ImmunoGen shall have no further rights to the Product. If ImmunoGen exercises the ROFN, the Parties shall negotiate in good faith on an exclusive basis for up to [***] after the date of Licensee’s receipt of the ROFN ImmunoGen Exercise Option Notice (the “ImmunoGen License Negotiation Period”), . During this time the Parties would negotiate the terms under which Liquidia will this Agreement may be terminated and an agreement pursuant to which Licensee would grant such ImmunoGen an exclusive license (the “lmmunoGen Exclusive License”) with the right to GSK sublicense, under the Licensee IP to use, Develop, Commercialize and Manufacture the Products (and Compounds to the extent included or GSK Bioincorporated, or intended to be included or incorporated, in a Product) in North America. During the ImmunoGen License Negotiation Period, Licensee shall not offer the opportunity to obtain a license to develop or commercialize the Product in North America to any other third party. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license Parties have not entered into the ImmunoGen Exclusive License by the end of the ImmunoGen License Negotiation Period, then Liquidia Licensee shall be free to negotiate with any Third Party for offer the opportunity to obtain a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to develop or commercialize the Product in North America to any Third Partythird party and ImmunoGen shall have no further rights to the Product; provided, that if Liquidia grants such non-exclusive license to however, for a Third Party within nine (9) months after the expiration period of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” ] after the ROFN Termination Date, Licensee agrees that if the financial terms and conditions offered to such confidential portions third party would, taken as a whole, be materially less favorable to Licensee than the last written offer proposed by ImmunoGen, then Licensee shall so notify ImmunoGen and ImmunoGen shall have been deleted and filed separately with the Securities and Exchange Commission right to send Licensee a new written notice to re-commence negotiations within [***] after receiving Licensee’s notice. If ImmunoGen provides such notice within such time period, the Parties shall negotiate for another [***] period (during which Licensee shall not offer the opportunity to any third party to obtain a license, or enter into an agreement pursuant to Rule 24b-2 which a third party would obtain the right to develop or commercialize the Product in North America) the terms of the Securities Exchange Act of 1934, as amendedImmunoGen Exclusive License based upon the terms and conditions offered to the third party. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products The Parties hereby acknowledge and agree that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesneither Party shall have an obligation to enter into an ImmunoGen Exclusive License.

Right of First Negotiation. If during From the Inhaled Option Period and/or Vaccines Option PeriodTechnology Closing Date until December 31, Liquidia 2009, and subject to Purchaser’s rights under Section 4.12(a) hereof, if Seller desires to grant enter into a nontransaction or accept a third-exclusive license to party proposal for the sale (whether directly or by merger, acquisition or any other asset sale or change of control transaction), license, joint-venture arrangement, transfer or partial transfer (or similar arrangement) of Osteocel XC® (an “Osteocel XC Transaction”), it shall first provide Purchaser with a notice of such desired Osteocel XC Transaction (a “Negotiation Notice”). The Negotiation Notice shall include in reasonable detail all material economic, legal and business terms of the Osteocel XC Transaction proposed by Seller. If, within five (5) business days of receipt of a Negotiation Notice, Purchaser gives Seller written notice of its interest to negotiate such Osteocel XC Transaction on the terms contained in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iiiNegotiation Notice (an “Affirmative Response Notice”), then it shall first notify GSK Seller and GSK Bio of Purchaser agree, promptly and in good faith, to exclusively negotiate a legally-binding agreement to carry out such desire in writingOsteocel XC Transaction. If Purchaser fails to respond to the Negotiation Notice within said five (5) business day period, describing in reasonable detail the scope of the license it is interested in granting or if Seller and Purchaser fail, after good faith efforts, to enter into a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful written agreement for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have such Osteocel XC Transaction within thirty (30) days from after delivery of Seller’s Negotiation Notice, then neither Purchaser nor Seller shall have a right or be under any obligation to enter into such Osteocel XC Transaction, and Seller (subject to the receipt right of Purchaser to exercise its right pursuant to Section 4.12(a)) may consummate with a third-party a transaction on terms not materially less favorable to Seller, taken as a whole, than the ROFN terms contained in the Negotiation Notice. If Purchaser delivers an Affirmative Response Notice to inform Liquidia in writing of its election Seller pursuant to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”this Section 4.12(b), the terms under which Liquidia will grant such exclusive license Purchaser shall provide to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach Seller a binding written draft definitive agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesOsteocel XC Transaction.

Right of First Negotiation. If during Prior to negotiating with or entertaining offers from a Third Party to license the Inhaled Option Period and/or Vaccines Option PeriodVaccine Product Rights, Liquidia desires ACI shall first notify Genentech in writing and such notification shall be accompanied by all information in ACI’s Control as reasonably necessary or useful for Genentech to grant a non-exclusive license to evaluate its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iiiVaccine Product Rights (including information and data regarding safety, efficacy, toxicity, potential side effects and any and all Marketing Approval filings), then it . Genentech shall first notify GSK and GSK Bio have [*****] calendar days from receipt of such desire in writing, describing in reasonable detail notice to notify ACI of Genentech’s intent to negotiate for the scope Vaccine Product Rights. Upon receipt by ACI of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter Genentech’s notice of intent to negotiate, ACI shall negotiate solely and in good faith with Genentech for a period of [*****] calendar days (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail the Parties are unable to reach a binding written agreement for agree on substantive terms within the exclusive license by the end of the Negotiation ROFN Period, then Liquidia Genentech shall promptly reduce to writing its last offer to ACI and provide such writing to ACI, and ACI shall be free to negotiate enter into an agreement with any Third Party for a non-exclusive license within the same applicable field that was the subject Research Collaboration and License Agreement 14 of negotiations with GSK or GSK Bio42 CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to LiquidiaAS AMENDED. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with **] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. FINAL EXECUTION DOCUMENT Third Party for the Securities and Exchange Commission pursuant to Rule 24b-2 sale or licensing of the Securities Exchange Act ACI Vaccine Rights provided that the financial terms of 1934such agreement shall be no more favorable to the Third Party than those last offered by Genentech. If ACI is unable to enter into an agreement with a Third Party on terms that are not more favorable to the Third Party than those terms last offered by Genentech and ACI notifies Genentech of ACI’s desire to resume negotiations, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause the Parties agree to negotiate in good faith to reach a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesdefinitive agreement on mutually acceptable terms.

Right of First Negotiation. (a) If during at any time prior to expiration of the Inhaled Option Period and/or Vaccines Option PeriodAssigned Patents Merck chooses to sell or license the rights to promote, Liquidia desires market and sell the Product (i) in any countries or group of countries outside the Territory except to grant a non-exclusive license to its interest the extent Canada is included among such countries (in which case Section 11.2 shall apply) or (ii) in any one specific country outside the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described Territory unless that country is Canada (in which case Section 11.4(b)(iii11.2 shall apply), then it shall Guilford will have a right of first notify GSK and GSK Bio negotiation with respect to the purchase or license of all but not less than all of such desire in writing, describing in reasonable detail the scope rights from Merck. Such right of the license it is interested in granting first negotiation shall be exercised as follows: Merck will provide Guilford with written notice of such negotiation opportunity prior to initiating discussions with any third party. Such notice shall include a Third Party from whom Liquidia has received a term data sheet or letter of intent (the “ROFN Notice”"Data Sheet") setting forth the proposed territory, the proposed indication, applicable patent rights and GSK and/or GSK Bio thereafter expiration dates, sales in such proposed territory for the last five (5) years by month and year and sales/promotional support information. From the date of delivery of such written notice and Data Sheet and for a period of up to sixty (60) days thereafter, Guilford shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful enter into negotiations with Merck for the making, having made, use, sale, offering for such sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, license and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia Merck shall negotiate exclusively in good faith with GSK or GSK BioGuilford during such period, for a period not subject to exceed six the following. If Guilford desires to engage in discussions with respect to such Data Sheet, it shall notify Merck of such desire within ten (610) months from GSK’s or GSK Bio’s business days of receipt of the ROFN Notice Data Sheet and Merck and Guilford shall cause a meeting of their respective management representatives within ten (the “Negotiation Period”)10) business days of Guilford providing such notice. Within ten (10) business days after such meeting, the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia Guilford shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia notify Merck whether it desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How continue such discussions and, if not, whether Guilford in a different field than previously proposed to GSK good faith would be interested in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to future discussions regarding *The asterisk denotes that confidential portions of this agreement as indicated by “[***]” and such confidential portions exhibit have been deleted and filed separately with the Securities and Exchange Commission pursuant to omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. any one or a subset of the countries in the proposed territory. If Guilford notifies Merck that it desires to continue discussions regarding the Data Sheet, as amendedMerck and Guilford shall negotiate in good faith the terms and conditions of such sale or license for the remaining portion of such sixty (60) day period. basisIf after engaging in such discussions for the remainder of such period the parties are unable to reach a mutually acceptable agreement, Merck shall have the right to freely negotiate with third parties for the sale or vaccine license of the rights to promote, market and sell the Product (i) in all countries or biological products any group of countries outside the Territory (including biosimilar products). For purposes other than Canada) that were included in the Data Sheet or (ii) in any one specific country outside the Territory (other than Canada) that was included in the Data Sheet; provided, however, that if Merck elects to proceed with the sale or license of such rights in some, but not all, of the countries in the proposed territory contemplated by the Data Sheet, it may do so but Guilford shall retain the right of first negotiation contemplated by this Section 4.3, “biological products” means 11.1(a) to the extent of any products that cause a biological effect country with respect to which (i) Guilford indicated it was interested in humans, including, for example, vaccines, monoclonal antibodies future discussions and cytokines(ii) Merck has not sold or licensed the rights in the Product in accordance with this Section 11.1(a) in such country(ies).

Right of First Negotiation. If during For a period of [***] from the Inhaled Option Period and/or Vaccines Option PeriodEffective Date, Liquidia desires to grant if Anacor completes a non-exclusive license to its interest Phase II Study on a product that contains a compound having the same mechanism of action as the Licensed Compound (other than the Licensed Product) claimed by Anacor Background Patents in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iiiLead Indication ("Competing Product"), then it Anacor shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting grant to Licensee a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusiveDevelop, worldwide, sublicensable license Manufacture and Commercialize such Competing Product at such time as the Phase II Data Set (as defined below) is completed. Anacor shall provide the Phase II Data Set to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, Licensee for its review and any other intellectual property rights consideration. Licensee shall provide written notice to Anacor within sixty (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (3060) days from the of receipt of the ROFN Notice to inform Liquidia in writing Phase II Data Set of its election decision either to enter into negotiations with Anacor for such Competing Product or to forego such negotiations. If Licensee elects to enter into such negotiations, then the Parties will negotiate regarding such license for a period of up to ninety (90) days, such period of time may be extended if agreed by the terms Parties. Following the earlier of the expiration of such exclusive license, and another thirty ninety (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (3090) day period and submits (or any agreed upon extended period) or the initial proposal within the second thirty (30) day perioddate Licensee notifies Anacor that it does not wish to proceed with such negotiations, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia Anacor shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, Parties and shall have no further obligations to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to Licensee under this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested 2.8 with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products)that Competing Product. For purposes of this Section 4.32.8, “biological products” "Phase II Data Set" means any products that cause a biological effect in humanspackage of preclinical and clinical data related to the Competing Product generated by or on behalf of Anacor, includingincluding without limitation, for exampleas available, vaccinesthe data and results of all phase I clinical studies, monoclonal antibodies Phase II Studies, and cytokinesall available toxicology and pharmacokinetic data. [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Right of First Negotiation. If during During the Inhaled Option Period and/or Vaccines Option PeriodROFN Term, Liquidia desires with respect to grant a non-exclusive license to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii)an ROFN Country, then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall Genzyme will have the an exclusive right of first negotiation to obtain enter into an exclusiveagreement with Veracyte governing the terms and conditions of the sale and provision of the Test in such ROFN Country (the “ROFN Agreement”), worldwideincluding by adding such ROFN Country to the Territories of this Agreement in accordance with Section 2.6. Genzyme may exercise such right with respect to an ROFN Country by delivering written notice thereof to Veracyte within the ROFN Term for such country. If Genzyme timely exercises such right with respect to an ROFN Country, sublicensable license then the parties will promptly negotiate exclusively, diligently and in good faith concerning the terms of the ROFN Agreement for a period of ninety (90) days. If (a) Genzyme does not exercise its right of first negotiation with respect to Liquidia’s interest an ROFN Country during the ROFN Term or (b) the parties fail to execute an ROFN Agreement for such ROFN Country, then Veracyte will be free to enter into an agreement with a third party governing the terms and conditions of the sale and provision of the Test in such ROFN Country. Commencing on the Joint Inhaled Collaboration Know-How Effective Date and extending until (i) Genzyme does not exercise its right of first negotiation with respect to an ROFN Country during the ROFN Term; (ii) an ROFN Agreement is executed or Joint Vaccines Collaboration Know-How(iii) the parties fail to execute an ROFN Agreement, as applicable, Genzyme will share with Veracyte client and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt of marketing information related to the ROFN Notice Countries. Notwithstanding the foregoing, Veracyte will have the right to inform Liquidia request, in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; providedwriting, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the Genzyme exercise its right of first negotiation described in this Section 4.3, either with respect to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered Singapore before Veracyte informs Genzyme that it has successfully secured reimbursement from payors representing at least fifty percent (50%) of Singapore’s population. If Genzyme (1) does not agree to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to exercise its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with within respect to portions Singapore within sixty (60) days of this its receipt of such request from Veracyte, or (2) exercises such right but the parties fail to execute an ROFN Agreement for Singapore within ninety (90) days of such exercise, then Veracyte will be free to enter into an agreement as indicated by “[***]” with a third party governing the terms and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 conditions of the Securities Exchange Act sale and provision of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect the Test in humans, including, for example, vaccines, monoclonal antibodies and cytokinesSingapore.

Right of First Negotiation. If during During the Inhaled Option Period and/or Vaccines Option Term and subsequent to the ROFR Offer Period, Liquidia desires if Five Prime determines that it wishes to grant a nonout-exclusive license the right to its interest commercialize the Five Prime CSF1R Program in any territory, Five Prime will inform BMS in writing of same and the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How territory as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of to which the license it is interested in granting will cover. BMS will have an exclusive right to negotiate, for a Third Party from whom Liquidia has received a term sheet or letter period of intent three (3) months thereafter, to obtain exclusive rights to develop and commercialize the Five Prime CSF1R Program for such territory (the “ROFN NoticeNegotiation Period”) ). During the ROFN Negotiation Period, if requested by BMS, Five Prime will disclose to BMS all material information and GSK and/or GSK Bio thereafter results relating to the Five Prime CSF1R Program as promptly as practicable after such information and results become available. Any such information and results shall have be treated as Confidential Information of Five Prime hereunder. Notwithstanding the exclusive foregoing, the ROFN Negotiation Period shall be extended for any period during which Five Prime has not complied with its obligations in the preceding sentence. If the original notice is not for a worldwide license, then BMS’s rights shall remain in effect with respect to the territory not covered by the original notice if Five Prime subsequently determines to expand the territory of the license. If BMS does not exercise its right of first negotiation for such rights to obtain the Five Prime CSF1R Program or if an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, agreement is not reached between BMS and any other intellectual property Five Prime for such rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt of within the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall Five Prime will be free to negotiate with out-license any Third Party for a non-exclusive license within the same applicable field that was the and all rights (subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything this Agreement) to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all Five Prime CSF1R Program for such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSKterritory. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule * INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 of the Securities Exchange Act of PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, as amendedAS AMENDED. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokines.EXECUTION VERSION

Right of First Negotiation. If during During the Inhaled Option Period and/or Vaccines Option PeriodTerm, Liquidia desires Idera hereby grants to grant Vivelix a non-exclusive license to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwidesublicensable license, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-HowDevelop, as applicablemake, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having have made, use, register, sell, have sold, offer for sale, offering for sale Commercialize, import and export any compound (other than Compounds) Controlled by Idera during the Term that has activity (as evidenced in preclinical models or importation of products in clinical development) in the applicable field (i.e. of inflammatory bowel disease and any and all intellectual property rights Controlled by Idera at any time covering the foregoing, and for which Idera has undertaken an active program to seek a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio partner for such field; provided, however, that Vivelix shall have thirty no such right with respect to any compound that has activity in the field of inflammatory bowel disease but for which Idera believes, in its good faith judgment based on data, inflammatory bowel disease will not be a lead indication. Idera will notify Vivelix in writing when any such compound is available for license and send to Vivelix all Data Controlled by Idera regarding such compound, which will be Confidential Information of Idera and subject to the confidentiality obligations set forth in Article 5. If Vivelix provides to Idera, within forty-five (3045) days from the after receipt of such data, a notice that includes the terms on which Vivelix would like to obtain such license under such intellectual property rights to such compound in the field of inflammatory bowel disease or the GI Field or, if agreed to by Idera any broader field, as determined by Vivelix in such notice (the “Chosen Disease Field”), Idera will negotiate in good faith exclusively with Vivelix for a period of ninety (90) days thereafter (or longer if such period is extended upon mutual agreement of the Parties) (the “ROFN Notice to inform Liquidia in writing of its election to negotiate End Date”) the terms of a definitive license agreement with respect to such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for compound in the Chosen Disease Field. If the Parties do not agree on the terms of a definitive license agreement with respect to such exclusive license. If GSK or GSK Bio delivers compound during such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day time period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not Idera will be permitted to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant license such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license compounds to a Third Party within nine licensee, provided that prior to the date that is one (91) months year after the expiration of Negotiation PeriodROFN End Date, then Idera will not be permitted to grant a license to such compound in the terms of such Chosen Disease Field to a Third Party license shall be no on terms that are less favorable to Liquidia Idera when taken as a whole than the terms last proposed offered by GSK or GSK Bio Vivelix. For purposes of the immediately preceding sentence, if Idera has chosen to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party a license to such compound in a particular proposed one or more fields that together are more broad than the Chosen Disease Field, such broader field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and considered an element of such license that is more favorable to Idera. If Idera does not subject to this Section 4.3 as to the particular field proposed to GSK. Furtherexecute an agreement with a Third Party licensee during such one (1)-year period, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the Vivelix’s right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject above will again apply with respect to Section 4.4 belowsuch compound if since the date on which Idera last sent to Vivelix all Data Controlled by Idera regarding such compound, Liquidia shall be free Idera has generated or obtained additional, material data with regard to grant non-exclusive licenses to such compound and its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply use in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesinflammatory bowel disease.

Right of First Negotiation. If during Licensor shall not enter into an agreement with any Third Party to license the Inhaled Option Period and/or Vaccines Option Period, Liquidia desires Licensed IP with regard to grant a non-exclusive license to its interest the Development and Commercialization of Licensed Products in the Joint Inhaled Collaboration Know-How Territory for any Indication or Joint Vaccines Collaboration Know-How as described formulation not included in Section 11.4(b)(iii)the Field, then it shall unless Licensor has first notify GSK delivered to Avenue written notice offering Avenue to negotiate with Licensor the terms and GSK Bio conditions of an amendment to this Agreement to include such desire in writing, describing in reasonable detail the scope new Indication or formulation outside of the license Field, which notice shall identify the specific Indication or formulation for which it is interested in granting would like to enter into such negotiation (Avenue’s such right to negotiate herein referred to as “Right of First Negotiation;” such notice, a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice;” such new indication or formulation, the “Identified New License”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field)). GSK or GSK Bio Avenue shall have respond to Licensor within thirty (30) calendar days from the following its receipt of the ROFN Notice to inform Liquidia indicate its interest in writing exercising its Right of First Negotiation (an “Exercise Notice”). If Avenue causes Licensor to receive such an Exercise Notice exercising its election to negotiate the terms Right of First Negotiation within such exclusive license, and another thirty (30) calendar day period, then, for a period of up to ninety (90) calendar days to submit to Liquidia an initial proposal for the terms following Licensor’s receipt of such exclusive licenseExercise Notice, the Parties shall use Commercially Reasonable Efforts to negotiate in good faith a reasonable agreement granting Avenue rights to Develop and Commercialize Licensed Products in the Identified New License on terms mutually acceptable to both Parties. If GSK or GSK Bio delivers such notice during In the first event that: (a) Avenue does not provide an Exercise Notice within thirty (30) day period and submits calendar days of receipt of the initial proposal ROFN Notice; or (b) Avenue provides an Exercise Notice to Licensor within the second such thirty (30) calendar day period, Liquidia but the Parties do not execute a definitive agreement granting Avenue rights to Develop and Commercialize Licensed Products in the Identified New License within the ninety (90) day negotiation period mentioned above, Avenue shall negotiate exclusively in good faith with GSK or GSK Bionot have any further rights, for a period and Licensor shall not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”)have any further obligations, the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio this Section 2.5 and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia Licensor shall be free to negotiate enter into negotiations and/or execute a definitive agreement with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of granting such Third Party license shall be no less favorable the right to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, Develop and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK Commercialize Licensed Products in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesIdentified New License.

Right of First Negotiation. (a) If during after the Inhaled Option Period and/or Vaccines Option PeriodEffective Date PTI develops, Liquidia desires has developed or otherwise comes to grant a non-exclusive license to its interest in the Joint Inhaled Collaboration Control Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii)Patent Rights outside of the Collaboration, then it shall first notify GSK and GSK Bio PTI initiates the use or practice of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, Patent Rights as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt part of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of Collaboration, or either Party otherwise determines that such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-HowPatent Rights are necessary or useful to Biogen Idec to Develop one or more Licensed Products that Biogen Idec is actively Developing or Commercializing (“Additional Intellectual Property”), as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date then PTI will promptly notify Biogen Idec in writing of the ROFN Noticesuch Additional Intellectual Property, and all Biogen Idec will have [***] from its receipt of such Joint Inhaled Collaboration Know-How notice to determine whether it wishes to enter into negotiations with PTI for a license under such Additional Intellectual Property to research, Develop, manufacture, use, sell and import such applicable Licensed Product(s) in the Field and for no other purpose. If Biogen Idec notifies PTI in writing that it would like to enter into negotiations for such license, the Parties will negotiate in good faith for a period of up to [***] to reach agreement on a license agreement for such Additional Intellectual Property. If the Parties are able to enter into such a license agreement, then the Parties’ respective rights and obligations with regard to such Additional Intellectual Property will be set forth in such agreement. If (i) Biogen Idec informs PTI that it does not wish to enter into negotiations with PTI for an exclusive license under such Additional Intellectual Property, (ii) Biogen Idec fails to provide such notice that it wishes to enter into negotiations with PTI for an exclusive license under such Additional Intellectual Property within the required [***] period, or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How iii) Biogen Idec provides notice that arises after it wishes to enter into negotiations with PTI for an exclusive license under such Additional Intellectual Property within the expiration of Negotiation Period) shall be thereafter excluded from and not subject required [***] period, but the Parties fail to this Section 4.3 as come to agreement on such a license agreement within the required [***] period then, in each case, PTI will have no further obligations to Biogen Idec with regard to the particular field proposed applicable Additional Intellectual Property; except that, PTI may not license such Additional Intellectual Property to GSK. Furtherresearch, each time Liquidia desires Develop, manufacture, use, sell and import the applicable Licensed Product(s) on terms that are materially less favorable to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK PTI in the right aggregate than those offered by Biogen Idec in its final offer for a period of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such an additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokines.

Right of First Negotiation. If during (a) Commencing on the Inhaled Option Period and/or Vaccines Option Period, Liquidia desires to grant a non-exclusive license to its interest Effective Date and ending one hundred and eighty (180) days following the completion of the first Phase 2 clinical trial of first Product in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii)Zydus Territory (i.e., then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent database lock) (the “ROFN NoticePeriod”) and GSK and/or GSK Bio thereafter ), Zydus shall have the exclusive first right of first negotiation to obtain negotiate an exclusive, worldwide, sublicensable exclusive license to Liquidiaunder the XOMA Technology and XOMA’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-HowTechnology to Develop, as applicablemake, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having have made, use, sale, offering sell and offer for sale or importation of products the Products in the applicable field XOMA Territory (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30“XOMA Territory License”) days from the receipt of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive licenseaccordance with this Section. If GSK or GSK Bio delivers such Zydus provides XOMA with written notice during the first thirty ROFN Period that it wishes to exercise such right (30) day period and submits the initial proposal within the second thirty (30) day perioda “Negotiation Notice”), Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, then for a period not to exceed six (6) months from GSK’s or GSK Bio[*] days following XOMA’s receipt of the ROFN Notice such notice (the “Negotiation Period”), ) the Parties shall negotiate in good faith the commercially reasonable terms under which Liquidia will grant such exclusive license to GSK or GSK Bioof a XOMA Territory License. If GSK Zydus does not provide a Negotiation Notice to XOMA during the ROFN Period, or GSK Bio if Zydus provides a Negotiation Notice during the ROFN Period and Liquidia fail to reach the Parties do not execute a binding written definitive agreement for the exclusive license XOMA Territory License within the Negotiation Period (each, a “ROFN Termination”), then XOMA shall have the right to grant licenses to one or more Third Parties to Develop, make, have made, use, sell and offer for sale the Products in the XOMA Territory (each such Third Party, a “XOMA Partner”), subject to XOMA’s payment obligations to Zydus as set forth in Section ‎7.3. If Zydus provided XOMA with a Negotiation Notice during the Negotiation Period, then notwithstanding the foregoing, for [*] -16 of 63- [*] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. months following the end expiration of the Negotiation Period XOMA shall not grant a XOMA Territory License to any Third Party on terms that are materially less favorable to XOMA, taken as a whole, then the terms last offered in writing by Zydus. If after [*] months of the expiration of the Negotiation Period, then Liquidia shall be free to negotiate XOMA has not entered into a license agreement with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and the Products in the XOMA Territory, then in such confidential portions have been deleted and filed separately with case, at Zydus’ request, the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause Parties shall discuss in good faith terms on which Zydus may obtain a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesXOMA Territory License.

Right of First Negotiation. If during the Inhaled Option Period and/or Vaccines Option PeriodCypress shall be permitted, Liquidia desires subject to grant a non-exclusive license this Section 2.4, to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii)develop, then it shall first notify GSK and GSK Bio of such desire in writingmake, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, salesell, offering offer for sale and import any Cypress Analogs, but not any Cypress Formulations, for any indication and this Agreement shall not include any rights with respect to Cypress Compounds or importation of products in any Information or Patents that pertain to the applicable field Cypress Compounds. Beginning upon the Effective Date and ending [...***...] (i.e. a field outside vaccines applications and/or the Inhaled Field"Exclusive Period"). GSK or GSK Bio , Forest shall have thirty (30) days from a first right to negotiate with Cypress to obtain a license to further develop and commercialize Cypress Compounds for all indications to the receipt extent Forest has not exercised the Option with respect to such Cypress Compounds. In the event Cypress desires to enter into a license arrangement for further development or commercialization of the ROFN Notice any Cypress Analog in any indication or plans to inform Liquidia further develop or commercialize any Cypress Analog itself, before entering into discussions with any Third Party with respect to such license or commencing such activities itself, Cypress will notify Forest in writing of its election desire. Forest may then elect, by providing written notice to negotiate the terms of such exclusive licenseCypress, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in enter into good faith negotiations with GSK or GSK Bio, Cypress with respect to such license for a period of 90 days following notice to Forest. In addition, Forest may provide written notice to Cypress at any time of its desire to negotiate a license arrangement for further development or commercialization of any Cypress Compound in any indication for a period of 90 days following notice to Cypress. If Cypress and Forest do not enter into an agreement with respect to exceed six such license during such 90 day period (6) months from GSK’s or GSK Bio’s receipt of such longer period agreed to in writing by the ROFN Notice (the “Negotiation Period”parties), the terms Cypress will be under which Liquidia no further obligation to negotiate a license with respect to such Cypress Compound, and, if such Cypress Compound is a Cypress Analog, Cypress will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to further develop and commercialize, or to negotiate and enter into an agreement with any Third Party with regard to further development and commercialization of, such Cypress Analog in any indication on any terms, subject to the last sentence of this Section 2.4(e). In addition, in the event a Cypress Analog is commercialized by Cypress or a sublicensee during the Exclusive Period, Cypress shall pay to Forest, a royalty of [...***...] on net sales of such Cypress Analog by Cypress or any Third Party to whom Cypress grants a license to such Cypress Analog; provided that such royalty rate may be reduced by written agreement of Cypress and Forest after good faith negotiations to account for a non-exclusive license within the same applicable field any royalty payments that was the subject of negotiations with GSK Cypress or GSK Bio, and to grant such non-exclusive license its sublicensees must make to any Third Party; providedParties with respect to such Cypress Analog. Such royalty shall be payable for the Exclusive Period, but in any event, the payment term shall not be less than [...***...]. With respect to any good faith negotiations regarding a license arrangement for any Cypress Compounds under this Section 2.4(e), the parties agree that if Liquidia grants such non-exclusive license the fair market value of the rights subject to a negotiation shall be determined solely in respect of the incremental value of the marketing of the Cypress Compounds in question over and above the value of any Licensed Product then being marketed in the Licensed Territory by Forest and excluding value attributable to the conversion of sales of Licensed Product then being marketed to the Cypress Compounds in question. In addition, any agreement entered into by Cypress with any Third Party within nine (9) months after with respect to the expiration development or commercialization of Negotiation Period, then the any such Cypress Analog shall not be on principal financial terms of more favorable to such Third Party license shall be no less favorable to Liquidia than the then those principal financial terms last proposed offered by GSK or GSK Bio Cypress to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesForest.

Right of First Negotiation. If during the Inhaled Option Period and/or Vaccines Option PeriodPerceptive Life Sciences Master Fund, Liquidia desires to grant a non-exclusive license to Ltd. and its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iiiAffiliates (“Perceptive Master Fund”), then it shall first notify GSK and GSK Bio RTW will each have a Right of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent First Negotiation (the “ROFN NoticeROFN”) with respect to any future debt financings by the Company. Accordingly, before entering into a debt financing transaction (a “Debt Financing”) with any third party, the Company shall promptly notify Perceptive Master Fund and GSK and/or GSK Bio thereafter RTW in writing that it may pursue such a potential Debt Financing and Perceptive Master Fund and RTW shall each have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights five (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (305) days from the receipt of such notice to provide the Company written notice that it desires to enter into good faith negotiations with the Company regarding the Debt Financing (the “ROFN Option”). If Perceptive Master Fund and RTW do not provide written notice that it is exercising its ROFN Option within such five (5) day period, then the Company shall have no further obligation with respect to the ROFN Notice to inform Liquidia in writing of its election Option and shall be free to negotiate and enter into any Debt Financing with any third party. If Perceptive Master Fund or RTW properly exercises the ROFN Option as described above, then the Parties shall negotiate exclusively, reasonably and in good faith concerning the terms of such exclusive license, and another the Debt Financing for a period of thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive licensedays. If GSK or GSK Bio delivers the parties do not execute and deliver an agreement with respect to the Debt Financing within such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of then the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia Company shall be free to negotiate and enter into any Debt Financing with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Partythird party; provided, provided that if Liquidia grants such non-exclusive license to third party transaction is, when taken as a Third Party within nine (9) months after the expiration of Negotiation Periodwhole, then the terms of such Third Party license shall be no materially and substantially less favorable to Liquidia the Company than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything offered to the contraryCompany by Perceptive Master Fund or RTW, then the licenses that Liquidia may grant Company will provide written notice describing and offering Perceptive Master Fund and RTW such Debt Financing for a period of five (5) days (after Perceptive Master Fund’s and RTW’s receipt of such notice) before entering such Debt Financing with a third party. If Perceptive Master Fund or RTW elects to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-Howpursue such Debt Financing, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) it shall be thereafter excluded from and not subject to this Section 4.3 as deliver written notice to the particular field proposed to GSK. Further, each time Liquidia desires to grant a nonCompany within such 5-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any timeday period, and the right parties will proceed to negotiate and finalize definitive agreements. This Subsection 5 shall automatically terminate and be of first negotiation described in this Section 4.3 shall only apply no further force or effect (a) upon the earlier of (i) the consummation of any Deemed Liquidation Event (as defined in the field Restated Certificate) or (ii) the consummation of prescription pharmaceutical productsthe Company’s first underwritten public offering of its Common Stock, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested or (b) with respect to portions of this agreement a Purchaser, if such Purchaser no long qualifies as indicated by “[***]” and such confidential portions have been deleted and filed separately with a Major Investor (as defined in the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar productsInvestor’s Rights Agreement). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokines.

Right of First Negotiation. If during Parent will provide Seller a written notice (an “Initial Notice”) of each Marketing Approval (or a similar or an equivalent approval) by the Inhaled Option Period and/or Vaccines Option PeriodEuropean Medicines Agency or the Brazilian Health Surveillance Agency (or a similar, Liquidia desires equivalent or successor Governmental Body) for a particular indication of any Lixivaptan Product (each such particular indication (an “Approved Indication”)) in any portion of Europe, Brazil, Russia or the Commonwealth of Independent States (the “ROFN Territory”) within ten (10) days of receipt of such approval. Parent Parties hereby grant Seller and any Affiliates designated by Seller for such purpose (together, “Chiesi”) a right of first negotiation to grant a non-negotiate exclusive license rights to its interest commercialize any and all Lixivaptan Products for the Approved Indication in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described ROFN Territory identified in Section 11.4(b)(iii)an Initial Notice, then it shall first notify GSK and GSK Bio Chiesi must provide Parent with written notice of its exercise of such desire in writing, describing in reasonable detail the scope right of the license it is interested in granting to first negotiation (a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have within thirty (30) days from the receipt of the date on which it receives an Initial Notice; provided, however, that if Chiesi does not provide Parent with a ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of within such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia Section 5.2 shall negotiate exclusively in be void and of no further force and effect with respect to the Lixivaptan Product Approved Indication for the ROFN Territory. During the applicable ROFN Term, Chiesi and Parent will promptly and diligently, on an exclusive and good faith with GSK or GSK Biobasis, negotiate commercially reasonable terms for a period not an exclusive commercial agreement for the Lixivaptan Product Approved Indication in the ROFN Territory. Prior to exceed six (6) months from GSK’s or GSK Bio’s receipt the expiration of the applicable ROFN Notice Term, and subject to the terms of Section 5.2, Parent, directly or indirectly, including through its Affiliates and their respective Representatives, will not negotiate or enter into any commercialization or similar agreement with any third party with respect to any Lixivaptan Product for the ROFN Territory. If Chiesi does not timely deliver a ROFN Notice, Parent may negotiate and enter into definitive agreements with a third party (the “Negotiation PeriodThird Party Partner”), and Chiesi will have no further rights with respect to the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement Lixivaptan Product Approved Indication for the exclusive license by the end ROFN Territory, but shall retain a right of the Negotiation Period, then Liquidia shall be free to negotiate first negotiation with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license respect to any Third Party; provided, other Lixivaptan Product indication except to the extent that if Liquidia grants such non-exclusive license to a Third Party within nine (9the definitive agreement(s) months after the expiration of Negotiation Period, then the terms of with such Third Party license shall be no less favorable Partner obligate Parent to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a provide such Third Party Partner with a right of first negotiation, right of first refusal or similar rights in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-Howsuch ROFN Territory with respect to any additional Approved Indication, as the in which case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in refusal of Chiesi pursuant to this Section 4.3 5.1 and Section 5.2 shall only apply be subordinated in the field all respects to such right of prescription pharmaceutical productsfirst negotiation, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions right of this agreement as indicated by “[***]” and first refusal or similar rights of such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesThird Party Partner.

Right of First Negotiation. If during CSL shall have a right of first refusal to the Inhaled Option Period and/or Vaccines Option Period, Liquidia desires grant of any rights in the Field after the Effective Date to BioCryst Intellectual Property Rights in territories outside the Territory (each such proposed grant being a “New Opportunity”). When BioCryst is ready to grant rights to a non-exclusive license New Opportunity, BioCryst shall submit to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio CSL a reasonably detailed description of such desire New Opportunity, together with a financial proposal for the grant of rights to the New Opportunity. BioCryst shall promptly respond to all reasonable requests of CSL for additional information required in writing, describing in reasonable detail the scope connection with CSL's exercise of the license it is interested in granting to a Third Party right granted under this Section 2.8. CSL will have *** Business Days starting from whom Liquidia has received a term sheet or letter the date of intent receipt of BioCryst’s proposal (the “ROFN NoticeEvaluation Period”) to evaluate such proposal and GSK and/or GSK Bio thereafter to submit a counterproposal to BioCryst. In the event that CSL shall have submit a written counterproposal to BioCryst prior to the exclusive right expiration of first negotiation to obtain an exclusivethe Evaluation Period, worldwide, sublicensable license to Liquidia’s interest in then during the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days *** Business Days period from the receipt date of the ROFN Notice submission of CSL’s counterproposal to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice BioCryst (the “Negotiation Period”), the Parties shall discuss in good faith the acceptable market terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license grant of rights to CSL in respect of the New Opportunity. During the Evaluation Period and the Negotiation Period (up to *** Business Days in the aggregate, which may be extended by mutual agreement) BioCryst shall not directly or indirectly propose, grant or negotiate with any third party any rights relating to the end relevant New Opportunity. To the extent that BioCryst and CSL shall not reach an agreement regarding the New Opportunity prior to the expiration of the Negotiation Period, then Liquidia BioCryst shall be free to negotiate and effect any transaction with any Third Party for a non-exclusive license within third party regarding the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwithstanding anything to the contrary, the licenses that Liquidia may grant to a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall be thereafter excluded from and not subject to this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humans, including, for example, vaccines, monoclonal antibodies and cytokinesrelevant New Opportunity.

Right of First Negotiation. If If, during the Inhaled Option Period and/or Vaccines Option Periodterm of this Agreement, Liquidia (i) Neurogenetics desires to grant a non-exclusive license sublicense to any Person (other than any Affiliate of Neurogenetics) its interest commercialization rights under this Agreement in the Joint Inhaled Collaboration Know-How United States or Joint Vaccines Collaboration Know-How sublicense or otherwise transfer (except as described permitted under Section 11.10) all of its rights under this Agreement (including the Neurogenetics Technology) worldwide, or (ii) a Third Person initiates such discussions with Neurogenetics and Neurogenetics is interested in Section 11.4(b)(iiientertaining such discussions (both (i) and (ii) are collectively referred to as a “Business Opportunity”), then it shall first Neurogenetics will promptly notify GSK and GSK Bio Lilly in writing thereof, with such notice containing all reasonable available information necessary for a potential licensee or commercialization partner to evaluate the Business Opportunity, including proposed terms of such desire transaction; provided that in writing, describing in reasonable detail no event will Neurogenetics be required to disclose to Lilly the scope identity or confidential information of any Third Person. Within [***] days of Lilly’s receipt of the license it is interested written notice, Lilly will respond to Neurogenetics in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidiawriting regarding Lilly’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-HowBusiness Opportunity. If Lilly indicates interest in pursuing the Business Opportunity, as applicable, and any other intellectual property rights the Parties will negotiate in good faith to enter into a definitive agreement. If (which may include Liquidia Technologyi) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products Lilly indicates no interest in the applicable field (i.e. a field outside vaccines applications and/or Business Opportunity or does not respond to Neurogenetics with respect to the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal applicable Business Opportunity within the second thirty (30) applicable [***] day period, Liquidia shall negotiate exclusively in or (ii) Lilly and Neurogenetics are unable, other than through lack of good faith with GSK or GSK Bioon the part of Neurogenetics, for to enter into a period not to exceed six (6) months from GSK’s or GSK Biodefinitive agreement within [***] days after Lilly’s receipt of the ROFN Notice (the “Negotiation Period”)Neurogenetics’ initial notice or such additional time as is reasonably necessary to obtain any required governmental consents or approval to enter into such agreement, the terms under which Liquidia Neurogenetics will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate enter into such Business Opportunity with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the another Person on terms of such Third Party license shall be no less favorable to Liquidia Neurogenetics than the terms those last proposed by GSK or GSK Bio to LiquidiaLilly. Notwithstanding anything in this Agreement to the contrary, the licenses that Liquidia may grant to any Business Opportunity entered into by Neurogenetics with a Third Party in a particular proposed field include Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as the case may be, that arises during the Inhaled Collaboration Term or Vaccine Collaboration Term, as the case may be, including after the date of the ROFN Notice, and all such Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How (including any Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How that arises after the expiration of Negotiation Period) shall Person will be thereafter excluded from and not subject to Lilly’s rights under this Section 4.3 as to the particular field proposed to GSK. Further, each time Liquidia desires to grant a non-exclusive license to the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How in a different field than previously proposed to GSK in the right of first negotiation described in this Section 4.3, either to the same Third Party or a different Third Party, then such additional license in a different field shall first be offered to GSK or GSK Bio on the terms set forth above. Subject to Section 4.4 below, Liquidia shall be free to grant non-exclusive licenses to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccine Collaboration Know-How outside the field of prescription pharmaceutical drugs, products sold on an over-the-counter basis after switching from a prescription basis, or biological products (including biosimilar products) at any time, and the right of first negotiation described in this Section 4.3 shall only apply in the field of prescription pharmaceutical products, pharmaceutical products sold on an over-the-counter basis after switching from a prescription Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. basis, or vaccine or biological products (including biosimilar products). For purposes of this Section 4.3, “biological products” means any products that cause a biological effect in humansAgreement, including, for examplewithout limitation, vaccines, monoclonal antibodies Lilly’s right to receive the milestone payments and cytokinesroyalty payments.