Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. If Takeda, in its sole discretion, makes a final determination not to seek Regulatory Approval for or Commercialize TAK-385 Licensed Products in any country [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. within the Takeda Territory, then it shall so notify Licensee in writing. If Licensee provides a written notice to Takeda during the [***] day period following Licensee’s receipt of such notice from Takeda (the “ROFN Notice Period”) indicating Licensee’s interest in negotiating with Takeda regarding such rights in such country, then the Parties will exclusively negotiate in good faith regarding the terms and conditions under which Licensee might obtain rights to seek Regulatory Approval for and Commercialize, TAK-385 Licensed Products in such country for a period of [***] days commencing upon Takeda’s receipt of such written notice from Licensee (the “ROFN Period”). If (a) Licensee does not deliver notice to Takeda during the ROFN Notice Period indicating its interest in negotiating with Takeda or (b) the Parties are unable to reach terms on a definitive agreement during the ROFN Period, then in either case ((a) or (b)), Licensee’s right of first negotiation under this Section 3.7 (Right of First Negotiation) will terminate as to such country, and [***].

Right of First Negotiation. If TakedaDuring the Term, in its sole discretion, makes a final determination not if Paratek decides to seek Regulatory Approval for or Commercialize TAK-385 Licensed Products in any country [***] = Portions of this exhibit have been omitted and filed separately a partner to Develop (with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4right to Commercialize or the right to obtain or negotiate Commercialization rights) and 230.406. within any derivative or modification of omadacycline (a “ROFN Compound”) in the Takeda Territory, then it shall so notify Licensee in writing. If Licensee provides a Paratek will provide Zai with written notice of its decision to Takeda during do so (the [***] day period following Licensee“ROFN Trigger Notice”). After Zai’s receipt of such notice from Takeda the ROFN Trigger Notice, Zai will have [*] days (the “ROFN Notice Period”) indicating Licensee’s interest in negotiating to provide written notice to Paratek of its desire to negotiate with Takeda Paratek regarding the partnership for such rights in ROFN Compound. If Zai provides such countrywritten notice during the ROFN Notice Period, then the Parties will negotiate exclusively negotiate in good faith regarding the terms and conditions under which Licensee might obtain rights to seek Regulatory Approval for and Commercialize, TAK-385 Licensed Products in such country for a period of [***] days commencing upon Takedafollowing Paratek’s receipt of such written notice from Licensee Zai (the “ROFN Negotiation Period”)) regarding the terms of a definitive agreement. If With respect to a ROFN Compound, if (a) Licensee Zai does not deliver written notice of its desire to Takeda negotiate with Paratek during the ROFN Notice Period indicating its interest in negotiating with Takeda or (b) the Parties are unable to reach terms on of a definitive agreement during the ROFN Negotiation Period, then in either case ((a) or (b)), Licensee’s right of first negotiation under this Section 3.7 (Right of First Negotiation) Paratek will terminate as have no further obligation to Zai with respect to such countryROFN Compound in the Territory. For the avoidance of doubt, a ROFN Compound is a derivative or modification to omadacycline itself, and [***]not other tetracyclines or derivatives or modifications to other tetracyclines.

Right of First Negotiation. If TakedaIn the event that during the Research Collaboration, GTC determines, in its sole discretiondiscretion either alone or in consultation with SC, makes that it desires to enter into a collaboration with a Third Party with respect to research, development, use, manufacture, or sale of any compounds directed against * as their primary indication, which compounds have been derived or otherwise acquired by GTC without use of the GTC Databases or any information provided by SC and separate from the activities of the Research Collaboration as demonstrated by written records, then SC shall have the right of first negotiation (the "First Negotiation Right") to enter into such collaboration with GTC. GTC shall notify SC in writing of its determination to enter into such a collaboration (the "First Notice"). Unless SC shall have waived the First Negotiation Right in writing within * following receipt by SC of the First Notice, GTC and SC shall negotiate in good faith a term sheet for such collaboration for an additional period of up to * and a definitive agreement for such collaboration for an additional period of up to * . If, at the end of either of such periods, GTC and SC are unable to agree on terms for the collaboration then, unless the parties agree to extend the negotiation period, GTC shall promptly deliver to SC a final determination proposal detailing the terms on which it would enter into such a collaboration (the "Final Proposal"). SC shall have * * from receipt of the Final Proposal to notify GTC of its willingness to enter into an arrangement on such terms. If SC does not so notify GTC, then GTC shall be free to seek Regulatory Approval enter into a collaboration for or Commercialize TAK-385 Licensed Products in any country [***] = Portions of this exhibit have been the relevant compounds with a Third Party; provided, however, that, * * * * , then (i) GTC shall * * , (ii) SC shall * * Confidential information omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. within the Takeda Territory, then it shall so notify Licensee in writing. If Licensee provides a written notice to Takeda during the [***] day period following Licensee’s receipt of such notice from Takeda (the “ROFN Notice Period”) indicating Licensee’s interest in negotiating with Takeda regarding such rights in such country, then the Parties will exclusively negotiate in good faith regarding the terms and conditions under which Licensee might obtain rights to seek Regulatory Approval for and Commercialize, TAK-385 Licensed Products in such country for a period of [***] days commencing upon Takeda’s receipt of such written notice from Licensee (the “ROFN Period”). If (a) Licensee does not deliver notice to Takeda during the ROFN Notice Period indicating its interest in negotiating with Takeda or (b) the Parties are unable to reach terms on a definitive agreement during the ROFN Period, then in either case ((a) or (b)), Licensee’s right of first negotiation under this Section 3.7 (Right of First Negotiation) will terminate as to such countryCommission * * , and [(iii) * * * * * ***].

Right of First Negotiation. If TakedaDuring the Term, in its sole discretion, makes a final determination not if Paratek decides to seek Regulatory Approval for or Commercialize TAK-385 Licensed Products in any country [***] = Portions of this exhibit have been omitted and filed separately a partner to Develop (with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4right to Commercialize or the right to obtain or negotiate Commercialization rights) and 230.406. within any derivative or modification of omadacycline (a “ROFN Compound”) in the Takeda Territory, then it shall so notify Licensee in writing. If Licensee provides a Paratek will provide Zai with written notice of its decision to Takeda during do so (the [***] day period following Licensee“ROFN Trigger Notice”). After Zai’s receipt of such notice from Takeda the ROFN Trigger Notice, Zai will have [* * *] days (the “ROFN Notice Period”) indicating Licensee’s interest in negotiating to provide written notice to Paratek of its desire to negotiate with Takeda Paratek regarding the partnership for such rights in ROFN Compound. If Zai provides such countrywritten notice during the ROFN Notice Period, then the Parties will negotiate exclusively negotiate in good faith regarding the terms and conditions under which Licensee might obtain rights to seek Regulatory Approval for and Commercialize, TAK-385 Licensed Products in such country for a period of [*** * *] days commencing upon Takedafollowing Paratek’s receipt of such written notice from Licensee Zai (the “ROFN Negotiation Period”)) regarding the terms of a definitive agreement. If With respect to a ROFN Compound, if (a) Licensee Zai does not deliver written notice of its desire to Takeda negotiate with Paratek during the ROFN Notice Period indicating its interest in negotiating with Takeda or (b) the Parties are unable to reach terms on of a definitive agreement during the ROFN Negotiation Period, then in either case ((a) or (b)), Licensee’s right of first negotiation under this Section 3.7 (Right of First Negotiation) Paratek will terminate as have no further obligation to Zai with respect to such countryROFN Compound in the Territory. For the avoidance of doubt, a ROFN Compound is a derivative or modification to omadacycline itself, and [***]not other tetracyclines or derivatives or modifications to other tetracyclines.