Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. Isis will notify Alnylam in writing once (i) Isis, on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylam.

Right of First Negotiation. Isis will notify Alnylam in writing once (i) IsisIf, on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is , XXXXX seeks to grant a Double Stranded RNA Product license or (ii) if a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the for development and/or commercialization of such Isis Productany Royalty-Bearing Product (collectively, an “Out-License”), then XXXXX will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If Alnylam fails ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to respond the Out-License, then ONYX will notify XXXXX within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to Isis’ notice the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after XXXXX’x receipt of a Negotiation Notice, XXXXX will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of XXXXX under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from XXXXX within the [scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to XXXXX within the applicable ***] days * day period, (b) does not deliver to XXXXX a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or if Alnylam (c) declines in writing to exercise its right the Out-License after review of first negotiationthe Summary, then Isis ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and XXXXX do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, XXXXX will be free to develop and commercialize (either on its own or negotiate an Out-License for such Royalty-Bearing Product with a any Third Party) , subject to the Isis Productterms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. If Alnylam wishes ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of *** (and at the end of such *** period, ONYX’s right to exclusively negotiate a license or an Out-License shall automatically be reinstated); provided, however, that XXXXX shall not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms materially less favorable, in such Isis Productthe aggregate, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own XXXXX than those last offered by ONYX or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) materially broader scope than as set forth in the case Transaction Notice. For the sake of clarity, an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis Out-License shall not enter into include the grant of a license to a Service Provider or collaboration agreement with to a Third Party for such Isis distributor selling finished Royalty-Bearing Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylampurchased from XXXXX.

Right of First Negotiation. Isis will notify Alnylam Licensee hereby grants to Novan a right of first negotiation during the New Nitric Oxide Period, as set forth below in writing once (i) Isisthis Section 2.8, on with respect to New Device IP. During the New Nitric Oxide Period, if Licensee or any of its own with no subsequent rights to Third Parties, intends to initiate Affiliates [***] to sell, out-license or otherwise grant rights in or to any New Device IP for an Isis Product that is use in any portion or all of the Novan Retained Field (a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an “ROFN Opportunity”), then Licensee will notify Novan in writing of its intent to pursue such ROFN Opportunity. At the request of Novan, Licensee will [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from Certain information in this document has been omitted and filed separately with the receipt of such notice Securities and Exchange Commission. Confidential treatment has been requested with respect to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Productomitted portions. If Alnylam fails to respond to Isis’ notice within the [***] and available to Licensee. Within [***] ([***]) days or if Alnylam declines of Novan’s receipt of the written notice, Novan will respond to Licensee in writing to exercise its right of first negotiationregarding Novan’s interest in the ROFN Opportunity. If Novan indicates interest in pursuing the ROFN Opportunity, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms for a period of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within at least [***] ([***]) days from Alnylamto enter into a definitive agreement regarding such ROFN Opportunity. If, (i) Novan indicates no interest in the ROFN Opportunity or does not respond to Licensee’s exercise notice of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of ROFN Opportunity within such [***] ([***]) day period, or (ii) Novan and Licensee do not enter into a definitive agreement within such [***] ([***]) day period, then Licensee will be free to pursue the Isis Product, ROFN Opportunity (y) including in the [***] anniversary ]) and will be deemed to have discharged its obligations under this Section 2.8 in full with respect to such ROFN Opportunity; provided, however, that if at the end of the commencement of such [***] for ([***]) day period the Isis Product or (z) in Parties are actively negotiating the case terms of an Isis Product a definitive agreement, then such [***] after the commencement of ([***]) day period may be extended to a mutually acceptable time by the Parties in writing. For clarity, the [***] anniversary of Isis’ notice to Alnylam [***], Isis nothing in this Section 2.8 shall not enter into be construed as a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are other grant of rights by Novan under any Novan Patents or Novan Know-How, including in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to AlnylamNovan Retained Field.

Right of First Negotiation. Isis will notify Alnylam In addition to the license stated in writing once Section 2.1(f), Immune Design shall have an exclusive right of first negotiation as described in this Section with respect to the grant of an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions with a Third Party to license (i) Isis, on its own other than with no subsequent rights respect to Third Parties, intends to initiate [products containing *** or services using ***] ) any Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if *** 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 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for an Isis Product Immune Design to evaluate the Results of Continuing Work subject to license; provided, that is a Double Stranded RNA Product IDRI shall not provide such notice or (ii) if enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with which Isis has a Development Collaboration respect to products containing *** or a collaboration on an [services using ***] ) during the *** period following the Restated Effective Date. Thereafter, Immune Design shall have a period of *** days to provide written notice to IDRI (an Isis Double Stranded RNA Product before “ID Notice” under this Section) that it desires to enter into negotiations for an exclusive license to such Results of Continuing Work in the designated portion (or all, as the case may be) of the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt of the ID Notice by IDRI, the Parties shall negotiate in good faith over a period of *** days (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license agreement reflecting such principal terms. If the Parties are unable to reach agreement on such principal terms during clinical development the negotiation period, or commercialization with no subsequent rights if they are unable to reach agreement on such definitive license agreement during the drafting period, IDRI shall be free to negotiate and to enter into one or more nonexclusive licenses to Third Parties. Alnylam will have [Party(ies) with respect to such Results of Continuing Work in the Immune Design Exclusive Field or in the ***] days from * Field outside the receipt IDRI Territory (as well as anywhere else in the Territory) that do not provide for the grant of rights under such notice Results of Continuing Work as to indications or territories that are different than those offered to Immune Design, it being understood that if IDRI otherwise desires to offer or negotiate with Third Party(ies), IDRI shall notify Isis in writing whether or not Alnylam wishes Immune Design and afford Immune Design the opportunity to negotiate an exclusive license for such Results of Continuing Work in accordance with Isis regarding the development and/or commercialization of such Isis Productthis Section 4. If Alnylam IDRI fails to respond enter into a license with respect to Isis’ notice Results of Continuing Work with one or more Third Parties within the [***] days or if Alnylam declines in writing * after failing to exercise its reach agreement with Immune Design, then Immune Design shall again have the right of first negotiationnegotiation with respect to such Results of Continuing Work, then Isis will be free and IDRI shall not negotiate or enter into a license agreement with respect to develop and commercialize (either on its own or such Results of Continuing Work without again affording Immune Design the first right of negotiation in accordance with this Section 4. For clarity, if IDRI enters into a license agreement for Results of Continuing Work with a Third Party) , Immune Design shall continue to have the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free negotiation with respect to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior other Results of Continuing Work not so licensed to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylamaccordance with this Section 4.

Right of First Negotiation. Isis will notify Alnylam in writing once (i) Isis, on its own with no subsequent rights to Third Parties, intends to initiate In the event that any New Technology arises during [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam ], Vertex will have [***] days from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its an exclusive right of first negotiationnegotiation for such New Technology in accordance with this Section 4.4, then Isis such right to be exercised on a New Technology-by-New Technology basis and on a Vertex Disease-by-Vertex Disease basis. Company will be free provide written notice to develop and commercialize (either on its own or with Vertex of New Technology, which notice shall include a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in reasonably detailed description of such Isis ProductNew Technology, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiationafter (a) with respect to internally-developed New Technology, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement earlier of [***], the and (b) with respect to New Technology for which rights are acquired or licensed from a Third Party, [***] anniversary (a “ROFN Notice”). Vertex will have a period of Isis’ notice [***] from the date of receipt of such ROFN Notice (or, [***]) to Alnylam notify Company in writing that Vertex desires to enter into negotiations with Company for the New Technology identified in the applicable ROFN Notice. If Vertex so notifies Company during such [***], Isis shall not then, for the period commencing upon Company’s receipt of such notice from Vertex and continuing until [***] thereafter, such [***] period to be extendable by mutual written agreement, the Parties will negotiate exclusively in good faith the terms (including financial terms) on which Company would grant a license to such New Technology to Vertex. If Company and Vertex agree on such terms within such [***]-period, then such New Technology will be included as Licensed Technology hereunder, and subject to the terms and conditions of this Agreement and a written agreement (which may be in the form of an amendment to this Agreement) with respect to the new financial terms and any other additional terms negotiated between Company and Vertex which will be applicable to the license of such New Technology to Vertex by Company. If Company and Vertex are unable to agree on such terms within such [***]-period (as extended, as applicable), then Company will be free to continue the internal development of such New Technology, or to enter into a license or collaboration agreement negotiations with a Third Party for with respect to such Isis Product on terms new Technology (as applicable), provided that [***]. For the “More Favorable Terms”avoidance of doubt, Vertex shall have a right of first negotiation, as set forth in this Section 4.4, with respect to any New Technology that arises during the Term, regardless of [***]. For the avoidance of doubt, nothing in this Section 4.4 shall limit the restrictions set forth in Section 4.7.1. Further, unless otherwise agreed to in writing by the Parties, any new agreement (or amendment to this Agreement) that are in the aggregate materially more favorable entered into with respect to the Third Party than license of New Technology pursuant to this Section 4.4 shall be limited to the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to AlnylamField. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Right of First Negotiation. Isis For a period beginning on November 1, 2013 and lasting through July 1, 2014, Medtronic will have a Right of First Negotiation (“ROFN”) with respect to an NKA Transaction. Accordingly, before entering into an NKA Transaction with any third party, Tengion shall notify Alnylam Medtronic in writing once that it may pursue such a potential NKA Transaction and Medtronic shall have ten (i10) Isis, on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes provide Tengion written notice that it desires to negotiate enter into good faith negotiations with Isis Tengion regarding an NKA Transaction (the development and/or commercialization of such Isis Product“ROFN Option”). If Alnylam fails to respond to Isis’ Medtronic does not provide written notice that it is exercising its ROFN Option within the [***] days or if Alnylam declines in writing to exercise its right of first negotiationsuch ten (10) day period, then Isis will Tengion shall have no further obligation with respect to the ROFN Option and shall be free to develop negotiate and commercialize (either on its own or enter into any NKA transaction with a Third Party) the Isis Productany third party. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis ProductMedtronic properly exercises the ROFN Option as described above, then the Parties will shall negotiate exclusively, reasonably and in good faith concerning the terms of the license or collaboration agreementNKA Transaction for a period of forty-five (45) days. If, despite good faith negotiations, Alnylam and Isis If the parties do not reach execute and deliver an agreement with respect to the NKA Transaction within [***] days from Alnylam’s exercise of its right of first negotiationsuch forty-five (45) day period, then Isis will Tengion shall be free to develop negotiate and commercialize (either on its own or enter into any NKA Transaction with a Third Party) the Isis Productany third party; provided that if such third party transaction is, when taken as a whole, materially and substantially less favorable to Tengion than the terms last offered to Tengion by Medtronic, then Tengion will provide written notice describing and offering Medtronic such NKA Transaction for a period of ten (10) days (after Medtronic’s receipt of such notice) before entering such NKA Transaction with a third party. If Medtronic elects to pursue such NKA Transaction, it shall deliver written notice to Tengion within such 10-day period, and the parties will proceed to negotiate and finalize definitive agreements. (For avoidance of doubt, the rights and obligations described in this Section 2 shall apply to any notice of Tengion’s intent to pursue an NKA Transaction delivered during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) described in the case first sentence of an Isis Product [***] after this Section 2, notwithstanding the commencement of [***], fact that the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (10-day and 45-day periods described herein may exceed the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylamsame.)

Right of First Negotiation. Isis will If, at any time during the Term, Genzyme desires to grant any Third Party rights to Develop and/or Commercialize one or more Global Licensed Product(s) in the Field in any portion of the Licensed Territory (excluding customary distribution arrangements entered into in the ordinary course of business by Genzyme), Genzyme shall notify Alnylam in writing once (i) Isis, on of its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Partiesintent. Alnylam will shall have [***] days from the receipt of such written notice to notify Isis Genzyme in writing as to whether or not Alnylam wishes desires to negotiate for such rights in such territory, and if Alnylam so notifies Genzyme that it does desire to negotiate for such rights in such territory, Alnylam shall have the exclusive right for [***] days from the date of such notification to CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. GLOBAL LICENSE TERMS Genzyme to negotiate with Isis regarding Genzyme and to make one or more written non-binding offers to Genzyme concerning the development and/or commercialization acquisition of such Isis Productrights in such territory by Alnylam. If Alnylam fails shall have the exclusive right for [***] days (or such longer period as may be mutually agreed by the Parties) after such [***] day period, to respond to Isis’ finalize and enter into a definitive agreement with Genzyme for such rights in such territory, provided that if either Alnylam does not provide such written notice within such [***] day period or Alnylam does provide such written non-binding offer within such subsequent [***] day period, or Alnylam provides such notice of interest and such written offer but for any reason Genzyme and Alnylam do not enter into a definitive agreement within the [***] days or if Alnylam declines in writing to exercise its right of first negotiationday negotiation period, then Isis will Genzyme shall be free to develop and commercialize (either on its own or enter into an agreement with a Third PartyParty(ies) the Isis Product. If Alnylam wishes relating to negotiate a license or development or commercialization such rights in such Isis Productterritory, without further obligation to Alnylam. Genzyme shall not, during the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within exclusive [***] days from Alnylam’s exercise and [***] day negotiating periods described above, enter into discussions, exchange information, or otherwise negotiate with any Third Party with respect to an agreement with respect to the Development and/or Commercialization of its right of first negotiationthe applicable Global Licensed Product(s) in the Field in the Licensed Territory. Notwithstanding the foregoing, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] months after the commencement termination of [***]any such negotiation that does not result in a definitive agreement between Alnylam and Genzyme, the [***] anniversary of Isis’ notice to Alnylam [***], Isis Genzyme shall not enter into a license or collaboration agreement transaction with a respect to such rights in such territory with any Third Party for such Isis Product on terms (the “More Favorable Terms”) that are are, in the aggregate aggregate, materially more favorable to the Third Party than the last terms on which Isis most recently offered in writing by Alnylam to grant Genzyme unless Genzyme first re-offers such rights transaction to Alnylam without first offering on such more favorable terms and Alnylam does not accept such offer and enter into such transaction with Genzyme within [***] days after such re-offer. For clarity, prior to the More Favorable Terms exclusive negotiating periods described above, Genzyme shall be free to Alnylamengage in discussions and exchange information with Third Parties with respect to the applicable Global Licensed Product(s) rights, but shall not enter into any binding agreement with any Third Party with respect to such rights.

Right of First Negotiation. Isis will notify Alnylam in writing once (i) Isis, on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam Biogen Idec will have [***] days from the its receipt of PTI’s Sale Notice to determine whether it wishes to enter into negotiations with PTI (i) in the case of a Change of Control, to purchase such notice controlling interest in PTI, and (ii) in the case of a Program Sale, to notify Isis purchase the applicable assets. If Biogen Idec notifies PTI in writing whether that it would like to enter into negotiations as provided in clauses (i) or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization (ii) of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Productthis Section 13.1(b), the Parties will negotiate in good faith the terms for a period of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within up to [***] days from Alnylamfollowing the date of Biogen Idec’s exercise written notice to enter into a definitive agreement (the “Negotiation Period”). During the first [***] of its right the Negotiation Period, PTI will negotiate exclusively with Biogen Idec (and, for the avoidance of first negotiationdoubt, PTI may negotiate with Third Parties as well for the remaining [***] of the Negotiation Period). If the Parties are able to enter into such an agreement, then Isis the Parties’ respective rights and obligations will be free as set forth in such agreement. If (a) Biogen Idec informs PTI that it does not wish to develop and commercialize enter into negotiations with PTI as provided in clauses (either i) or (ii) of this Section 13.1(b), (b) Biogen Idec fails to provide such notice that it wishes to enter into negotiations with PTI as provided in clauses (i) or (ii) of this Section 13.1(b) within the required [***] period, or (c) Biogen Idec provides notice that it wishes to enter into negotiations with PTI as provided in clauses (i) or (ii) of this Section 13.1(b) within the required [***] period, but the Parties fail to CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. come to agreement on such an agreement within the Negotiation Period, in each case, PTI will have no further obligations to Biogen Idec with regard to such Change of Control or Program Sale; except that PTI may not enter into a Program Sale on terms that are materially less favorable to PTI in the aggregate than those offered by Biogen Idec in its own or with final offer for a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] following the Isis ProductNegotiation Period. Additionally, (yA) if PTI is not able to enter into a definitive agreement with a Third Party regarding a Program Sale that meets the [***] anniversary requirements of the commencement this Section 13.1(b) within a period of [***] for following the Isis Product or Negotiation Period, then Biogen Idec’s rights under this Section 13.1(b) will reset with respect to a Program Sale and PTI will be required to provide a new Sale Notice regarding any subsequent proposed Program Sale and (zB) in if PTI is not able to enter into a definitive agreement with a Third Party regarding a Change of Control that meets the case requirements of an Isis Product this Section 13.1(b) within a period of [***] after following the commencement Negotiation Period, then Biogen Idec’s rights under this Section 13.1(b) will reset with respect to a Change of [***]Control, and PTI will be required to provide a new Sale Notice regarding any subsequent proposed Change of Control. For the [***] anniversary avoidance of Isis’ notice doubt, paragraphs (a) and (b) of this Section 13.1 will terminate and be of no further force and effect following the first to Alnylam [***], Isis shall not enter into occur of (x) a license or collaboration agreement Program Sale with a Third Party for such Isis Product that is consummated in accordance with the terms and conditions of this Section 13.1 or (y) a Change of Control with a Third Party that is consummated in accordance with the terms and conditions of this Section 13.1. Additionally, paragraphs (a) and (b) of this Section 13.1 will terminate with respect to a Change of Control, but not a Program Sale, upon the consummation of (1) a public offering of the Common Stock of PTI or (2) any other transaction or series of transactions in which PTI, or an entity with which PTI merges, becomes or is a public reporting company, or the wholly-owned subsidiary of a public reporting company, pursuant to the Securities Exchange Act of 1934, as amended, or becomes or is a listed company on terms a non-U.S. exchange, or the wholly-owned subsidiary of a listed company on a non-U.S. exchange (the “More Favorable Terms”) in each case excluding a transaction that are is a Change of Control, which is addressed in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylampreceding sentence).

Right of First Negotiation. Isis will notify Alnylam Licensee hereby grants to Novan a right of first negotiation during the New Nitric Oxide Period, as set forth below in writing once (i) Isisthis Section 2.8, on with respect to New Device IP. During the New Nitric Oxide Period, if Licensee or any of its own with no subsequent rights to Third Parties, intends to initiate Affiliates [***] to sell, out-license or otherwise grant rights in or to any New Device IP for an Isis Product that is use in any portion or all of the Novan Retained Field (a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an “ROFN Opportunity”), then Licensee will notify Novan in writing of its intent to pursue such ROFN Opportunity. At the request of Xxxxx, Licensee will [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt of such notice and available to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis ProductLicensee. If Alnylam fails to respond to Isis’ notice within the Within [***] ([***]) days or if Alnylam declines of Xxxxx’s receipt of the written notice, Novan will respond to Licensee in writing to exercise its right of first negotiationregarding Xxxxx’s interest in the ROFN Opportunity. If Novan indicates interest in pursuing the ROFN Opportunity, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms for a period of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within at least [***] ([***]) days from Alnylamto enter into a definitive agreement regarding such ROFN Opportunity. If, (i) Novan indicates no interest in the ROFN Opportunity or does not respond to Licensee’s exercise notice of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of ROFN Opportunity within such [***] ([***]) day period, or (ii) Novan and Licensee do not enter into a definitive agreement within such [***] ([***]) day period, then Licensee will be free to pursue the Isis Product, ROFN Opportunity (y) including in the [***] anniversary ]) and will be deemed to have discharged its obligations under this Section 2.8 in full with respect to such ROFN Opportunity; provided, however, that if at the end of the commencement of such [***] for ([***]) day period the Isis Product or (z) in Parties are actively negotiating the case terms of an Isis Product a definitive agreement, then such [***] after the commencement of ([***]) day period may be extended to a mutually acceptable time by the Parties in writing. For clarity, the [***] anniversary of Isis’ notice to Alnylam [***], Isis nothing in this Section 2.8 shall not enter into be construed as a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are other grant of rights by Novan under any Novan Patents or Novan Know-How, including in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to AlnylamNovan Retained Field.

Right of First Negotiation. Isis will notify Alnylam in writing once (i) IsisWith respect to any RTI-Developed New Allograft, on its own with no subsequent rights MSD shall give notice to Third Parties, intends to initiate RTI [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from after notice of the receipt existence of such notice RTI-Developed New Allograft as to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing MSD intends to exercise its right of first negotiation, then Isis will be free negotiation for the RTI-Developed New Allograft as set forth in this Section 6.3(d)(i). Any RTI-Developed New Allograft for which MSD elects to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiationnegotiation shall be referred to herein as a “Right of First Refusal Allograft.” Any RTI-Developed New Allograft for which MSD elects not to exercise its right of first negotiation shall be referred to herein as a “Rejected Allograft.” With respect to each Right of First Refusal Allograft, then Isis will be free to develop and commercialize (either on its own or with MSD shall have a Third Party) the Isis Product; provided that during the right for a period prior to the latest of (x) the initiation of [*****] after good faith negotiations begin, to agree with RTI on the Isis ProductLSF for such Right of First Refusal Allograft. In the event RTI and MSD agree with respect to the LSF for such Right of First Refusal Allograft, (y) then such Right of First Refusal Allograft shall he added to Schedule 2.1 and shall become a Specialty Allograft, an Assembled Allograft, or Bone Paste, as the case may be, for all purposes of this Agreement and the LSF for such Right of First Refusal Allograft shall be as agreed upon by RTI and MSD. With respect to each Rejected Allograft, RTI shall be entitled to enter into an agreement after the end of the initial [*****] anniversary with any third party for distribution of such Rejected Allograft provided such distribution does Page 16 not violate any MSD Intellectual Property Rights. With respect to any RTI–Developed New Allograft that is not intended or expected to be primarily used in the commencement spine (each a “Non-Right of First Refusal Allograft”), MSD shall have a right for a period of [***] for the Isis Product or (z) in the case of an Isis Product [***] after good faith negotiations begin, to agree with RTI on the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party LSF for such Isis Product on terms (Non-Right of First Refusal Allograft. In the “More Favorable Terms”) that are in the aggregate materially more favorable event RTI and MSD agree with respect to the Third Party than LSF for such Non-Right of First Refusal Allograft, then such Non-Right of First Refusal Allograft shall be added to Schedule 2.1 and shall become a Specialty Allograft, an Assembled Allograft, or Bone Paste, as the terms on which Isis most recently offered in writing to grant case may be, for all purposes of this Agreement and the LSF for such rights to Alnylam without first offering the More Favorable Terms to AlnylamNon-Right of First Refusal Allograft shall be as agreed upon by RTI and MSD.

Right of First Negotiation. Isis will notify Alnylam During the Term, if Samsung desires to enter into negotiations with a Third Party to grant such Third Party any right to Commercialize the [* * *] in [* * *] and its territories and possessions (collectively, the “United States”), then, prior to entering into such negotiations, Samsung shall inform Merck in writing once (a “ROFN Notice”) and, within forty-five (45) days after receipt of such ROFN Notice, Merck shall notify Samsung in writing as to whether it wishes to add [* * *] to the Territory for the Etanercept/Enbrel Biosimilar under this Agreement. If Merck gives Samsung written [* * *]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.] notice within such 45-day period that it wishes to make [* * *] part of the Territory for the [* * *], the Parties shall enter into good-faith negotiations to amend this Agreement with respect to the Territory for the [* * *], additional payments to be made by Merck to Samsung and other provisions reasonably related to the expansion of the Territory for [* * *]. If, in response to the ROFN Notice, (i) Isis, on its own with no subsequent rights Merck notifies Samsung that it does not wish to Third Parties, intends to initiate make [*** * *] part of the Territory for an Isis Product that is a Double Stranded RNA Product the Etanercept/Enbrel Biosimilar or (ii) Merck does not respond in writing within the above 45-day period, or if the Parties fail to agree on appropriate amendments to this Agreement pursuant to this Section 2.7 within ninety (90) days after delivery of Merck’s written notice indicating that it wishes to add [* * *] to the Territory for the Etanercept/Enbrel Biosimilar, Samsung shall be free to negotiate and/or enter into any agreement related to the Commercialization of the [* * *] in [* * *] with a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from Party; provided that (a) in the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise event Merck exercises its right of first negotiation, then Isis will be free negotiation pursuant to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, this Section 2.7 but the Parties will negotiate in good faith fail to agree on appropriate amendments to this Agreement within the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within above 90-day period to add [*** * *] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] Territory for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***]Etanercept/Enbrel Biosimilar, the [***] anniversary of Isis’ notice to Alnylam [***], Isis Samsung shall not enter into a license or collaboration any agreement with a Third Party for such Isis Product the Commercialization of the Etanercept/Enbrel Biosimilar in the United States on terms (the “More Favorable Terms”) that that, as a whole, are in the aggregate materially more favorable to the such Third Party than the terms on which Isis most recently last offered by Samsung to Merck during the negotiations described above; and (b) in writing the event Samsung does not enter into such an agreement with a Third Party within one (1) year after delivery of the ROFN Notice to Merck, Samsung shall, prior to entering into negotiations with a Third Party for the grant of any right to Commercialize the Etanercept/Enbrel Biosimilar in [* * *] (following the expiration of such rights one-year period), submit another ROFN Notice to Alnylam without first offering and enter into good-faith negotiations with Merck regarding such Commercialization right in accordance with the More Favorable Terms to Alnylamabove provisions of this Section 2.7.”

Right of First Negotiation. Isis will notify Alnylam For a period of four (4) years after the Closing Date, if Seller, any of its Subsidiaries or any of Seller's other Affiliates develops or obtains any rights to any substance or formulation of any substance which, directly or indirectly, has any application for the treatment, prevention and/or diagnosis of any disease, disorder and/or condition of the eye, in writing once humans or in animals (an "Ophthalmic Application") and the Seller subsequently seeks to license, sell or otherwise enter into any agreement, including without limitation, a joint development, commercialization or marketing agreement or other strategic partnership or relationship with any Unrelated Person (each a "Strategic Transaction") relating to the Ophthalmic Application of such substance or formulation of such substance, Seller shall promptly deliver written notice thereof to Buyer, which notice shall contain sufficient detail to enable Buyer to make an informed decision about whether it would be interested in negotiating with Buyer to obtain rights to such Ophthalmic Application (the "First Negotiation Notice"). If Buyer shall, within sixty (60) days after its receipt of the First Negotiation Notice, provide written notice to Seller that it desires to negotiate rights to the Ophthalmic Application ("Buyer's Interest Notice"), Seller shall promptly commence negotiations with Buyer in good faith with respect to the licensing, sale or other development, commercialization or marketing of such Ophthalmic Application (the "Good Faith Negotiations"). Seller shall not inform, provide information to, or enter into any discussions or negotiations with any Person about such Ophthalmic Application at any time prior to the later of (i) IsisSeller's failure to receive Buyer's Interest Notice within sixty (60) days after Buyer's receipt of the First Negotiation Notice, on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] ninety (90) days from the after Seller's receipt of Buyer's Interest Notice if Seller shall promptly have commenced and continued the Good Faith Negotiations (the "90 Day Period"), and (iii) one hundred and twenty (120) days after Seller shall have commenced and continued the Good Faith Negotiations if Seller did not commence and continue the Good Faith Negotiations promptly after Seller's receipt of Buyer's Interest Notice (the "120 Day Period"). If, at the end of the 90 Day Period or the 120 Day Period, as applicable, Seller and Buyer shall not have entered into a definitive agreement with respect to the Ophthalmic Application, Seller shall have the right to inform, provide information to, or enter into any discussions or negotiations with any Person about one or more types of Strategic Transactions relating to such notice Ophthalmic Application, and there shall be no further rights of first negotiation hereunder with respect to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the such Ophthalmic Application, even at later stages of development and/or commercialization of such Isis Productsubstance or the formulation of such substance; provided, however, Seller shall not disclose to any Person the terms or existence of any proposal which Seller and Buyer were discussing during the 90 Day Period or 120 Day Period, as applicable. If Alnylam fails to respond to Isis’ notice within Notwithstanding the [***] days or if Alnylam declines in writing to exercise its foregoing, the right of first negotiationnegotiation set forth herein shall not apply to any Ophthalmic Application of an Affiliate of Seller that becomes an Affiliate by virtue of a transaction in which such Affiliate obtains control over Seller (a "Parent Affiliate"), then Isis will be free except to develop the extent that (x) such Ophthalmic Application relates to any substance or formulation that was owned or licensed by Seller or its Subsidiaries or any other Affiliate of Seller controlled by Seller prior to the acquisition of Seller by a Parent Affiliate and commercialize (either on its own or with a Third Partyy) Buyer was not previously afforded the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free negotiation with respect to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to AlnylamOphthalmic Application.

Right of First Negotiation. Isis will notify Alnylam (a) Application for 12-5 Status; PRC ROFN. BeiGene shall apply for national priority project status in writing once the PRC Territory under the twelfth or thirteenth five-year plan of the People’s Republic of China (i“12-5 Status”) Isisfor its BGB-290 PARP Program. Provided that the BGB-290 PARP Program receives 12-5 Status within twenty-four (24) months after the Effective Date, on its own then BeiGene shall retain the right to Commercialize Product in the PRC Territory, and Company shall have the first right to negotiate with no subsequent BeiGene with respect to rights under the Beigene Technology to Third Partiesresearch, intends Develop, and Manufacture and Commercialize Collaboration Compound and Product in the PRC Territory as set forth in this Section 2.3 (the “PRC ROFN”). Prior to initiate [***] for an Isis Product that is a Double Stranded RNA Product BeiGene negotiating with or (ii) if entertaining offers from a Third Party with which Isis has respect to any such rights, BeiGene shall first notify Company and shall negotiate solely and in good faith with Company to grant Company a Development license to Develop, Manufacture and Commercialize Collaboration or Compound and Product in the PRC Territory for a collaboration on an period commencing with the date Company receives notice from BeiGene and expiring [...***...] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have ([...***] ...]) days from thereafter (the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product“ROFN Period”). If Alnylam fails the Parties are unable to respond to Isis’ notice agree on substantive terms within the [***] days or if Alnylam declines in ROFN Period, Company shall promptly reduce to writing its last offer to BeiGene and provide such writing to exercise its right of first negotiationBeiGene, then Isis will and BeiGene shall be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration an agreement with a Third Party for the acquisition of such Isis Product on rights in the PRC Territory by such Third Party, provided that (i) the financial terms of such agreement shall be more favorable to BeiGene in the aggregate by at least [...***...] ([...***...]) of the aggregate of those financial terms last offered by Company and (ii) *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the Securities Exchange Commission. such agreement is entered into within the period commencing with the expiration of the ROFN Period and expiring [...***...] thereafter (the “More Favorable TermsUnrestricted Period”) that are in the aggregate materially more favorable ). BeiGene shall not be permitted to the Third Party than disclose the terms on which Isis most recently offered in writing of Company’s offer to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylamany Third Party.

Right of First Negotiation. Isis If at any time during the Term and prior to the expiration of the Exclusive Collaboration Period (such period, the “ROFN Offer Period”), Compugen determines that it wishes to out-license the right to commercialize the Compugen Compound in any territory, Compugen will notify Alnylam inform BMS in writing once (i) Isis, on its own with no subsequent rights of same and the territory as to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Partiesthe license will cover. Alnylam BMS will have [**] to provide an initial good faith term sheet describing the proposed transaction regarding rights to this territory (the “Right of First Negotiation”). If BMS does not provide such term sheet within such [*] days from period, the receipt Right of First Negotiation (and BMS’ other rights under this section (c) with respect to the applicable territory) will expire at the end of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product[*] period. If Alnylam fails BMS provides such term sheet, then BMS will have an exclusive right to respond negotiate, for a period of an additional three (3) months thereafter, to Isisobtain exclusive rights to develop and commercialize the Compugen Compound for such territory (the “ROFN Negotiation Period”). During the ROFN Negotiation Period, if requested by BMS, Compugen will disclose to BMS all material information and results in Compugen’s possession and Control relating to the Compugen Compound as promptly as practicable after such information and results become available, and any such information and results shall be treated as Confidential Information of Compugen hereunder. Notwithstanding the foregoing, [*]. BMS’ notice rights under this section (c) will apply to each territory for which Compugen determines to out-license rights to commercialize the Compugen Compound. If BMS does not exercise its Right of First Negotiation for such rights to the Compugen Compound in a particular territory or if an agreement is not reached between BMS and Compugen for such rights within the [***] days or if Alnylam declines in writing to exercise its right of first negotiationROFN Negotiation Period, then Isis BMS will have no further rights under this section (c) with respect to, and Compugen will be free to develop out-license any and commercialize all rights (either on its own or with a Third Party) the Isis Product. If Alnylam wishes subject to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Partythis Agreement) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***]to, the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party Compugen Compound for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylamterritory.

Right of First Negotiation. Isis will notify Alnylam in writing once (i) IsisNotwithstanding Section 2.2.1, on its own prior to entering into negotiations with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party for a sublicense that includes commercialization rights with which Isis has respect to a Development Collaboration or a collaboration on an Product [*** * *] an Isis Double Stranded RNA (excluding customary distribution arrangements entered into in the ordinary course of business by Dicerna) (“Proposed Sublicense”), Dicerna shall provide || Alnylam with (a) a written notice of the nature of the proposed sublicense with such Third Party, and (b) a summary of the most recent material clinical data for the relevant Product before or during clinical development or within Dicerna’s possession and control (such notice together with the related information, the “Proposed Sublicense Notice”). If Alnylam desires to obtain such commercialization rights with no subsequent rights respect to Third Parties. a Product [* * *], Alnylam will have may notify Dicerna in writing within [*** * *] days of Alnylam’s receipt of such Proposed Sublicense Notice (the “Exercise Period”) that it desires to enter into negotiations with respect to such Proposed Sublicense (“Notice of Exercise”). If Alnylam provides a Notice of Exercise to Dicerna in accordance with this Section 2.2.2, then from and after the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization Notice of such Isis Product. If Alnylam fails to respond to Isis’ notice within the Exercise by Dicerna and for a continuous period of [*** * *] days or if Alnylam declines in writing to exercise its right thereafter, as may be extended by mutual agreement of first negotiation, then Isis will be free to develop and commercialize the Parties (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product“Negotiation Period”), the Parties will negotiate with each other with respect to such Proposed Sublicense in good faith and with the terms intent of entering into a mutually acceptable definitive, written agreement with respect to the license or collaboration agreement. IfProposed Sublicense, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior first [* * *] days (as may be extended by mutual agreement of the Parties) of such Negotiation Period, the Parties will exclusively negotiate with each other with respect to the latest of such Proposed Sublicense. If (x) the initiation Alnylam does not provide a timely Notice of [***] the Isis ProductExercise, or (y) if Alnylam provides a timely Notice of Exercise but the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall Parties do not enter into a license or collaboration agreement Proposed Sublicense within the Negotiation Period, then Dicerna may negotiate and enter into the Proposed Sublicense with a such Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to AlnylamParty.

Right of First Negotiation. Isis will notify Alnylam (a) Application for 12-5 Status; PRC ROFN. BeiGene shall apply for national priority project status in writing once the PRC Territory under the twelfth or thirteenth five-year plan of the People’s Republic of China (i“12-5 Status”) Isisfor its BGB-290 PARP Program. Provided that the BGB-290 PARP Program receives 12-5 Status within twenty-four (24) months after the Effective Date, on its own then BeiGene shall retain the right to Commercialize Product in the PRC Territory, and Company shall have the first right to negotiate with no subsequent BeiGene with respect to rights under the Beigene Technology to Third Partiesresearch, intends Develop, and Manufacture and Commercialize Collaboration Compound and Product in the PRC Territory as set forth in this Section 2.3 (the “PRC ROFN”). Prior to initiate [***] for an Isis Product that is a Double Stranded RNA Product BeiGene negotiating with or (ii) if entertaining offers from a Third Party with which Isis has respect to any such rights, BeiGene shall first notify Company and shall negotiate solely and in good faith with Company to grant Company a Development license to Develop, Manufacture and Commercialize Collaboration or Compound and Product in the PRC Territory for a collaboration on an period commencing with the date Company receives notice from BeiGene and expiring [...***...] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have ([...***] ...]) days from thereafter (the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product“ROFN Period”). If Alnylam fails the Parties are unable to respond to Isis’ notice agree on substantive terms within the [***] days or if Alnylam declines in ROFN Period, Company shall promptly reduce to writing its last offer to BeiGene and provide such writing to exercise its right of first negotiationBeiGene, then Isis will and BeiGene shall be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration an agreement with a Third Party for the acquisition of such Isis Product on rights in the PRC Territory by such Third Party, provided that (i) the financial terms of such agreement shall be more favorable to BeiGene in the aggregate by at least [...***...] ([...***...]) of the aggregate of those financial terms last offered by Company and (ii) *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the Securities and Exchange Commission. such agreement is entered into within the period commencing with the expiration of the ROFN Period and expiring [...***...] thereafter (the “More Favorable TermsUnrestricted Period”) that are in the aggregate materially more favorable ). BeiGene shall not be permitted to the Third Party than disclose the terms on which Isis most recently offered in writing of Company’s offer to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylamany Third Party.