Common use of ROFN Clause in Contracts

ROFN. Until the first dosing of the first patient with a CFTR MRT Product in a Phase 3 Trial, the Buyer shall notify the Seller in writing (each such notice, a “ROFN Notice”) (i) promptly after (x) the Buyer or any of its Affiliates receives from a third party (other than (1) any Affiliate of the Buyer or (2) any academic or non-profit research institution, hospital, contract research organization, contract manufacturer, contract employee, consultant or other third party, in the case of both clauses (1) and (2) in connection with licenses granted solely to conduct development activities on behalf of the Buyer or any of its Affiliates) of a proposal that the Buyer license or otherwise grant to such third party any rights to develop or sell any CFTR MRT Product in any country or group of countries (a “License Opportunity”), or sell (other than through a change of control of the Buyer) all or a substantial portion of the Transferred Assets or other assets of the Buyer and its Affiliates that are necessary for or related to the development and commercialization of CFTR MRT Products (a “Sale Opportunity”; each License Opportunity for a CFTR MRT Product and each Sale Opportunity, an “Opportunity”) and (y) the board of directors of the Buyer directs the Buyer to pursue the Opportunity referenced in such proposal and (ii) prior to the Buyer or any of its Affiliates commencing negotiations with a third party with respect to an Opportunity. For clarity, this Section 1.11(k) shall not prevent the Buyer or any of its Affiliates from executing any confidentiality agreement or participating in general discussions with prospective partners, investors, licensors, licensees or other third parties, provided that such agreement or discussion does not relate to an Opportunity. The Seller shall have thirty (30) calendar days after receipt of the relevant ROFN Notice (the relevant “Notice Period”) to notify the Buyer in writing of its interest in negotiating an agreement with the Buyer with respect to the relevant Opportunity. If the Seller notifies the Buyer in writing within the Notice Period that it desires to negotiate such an agreement (a “Negotiation Notice”), then the Seller and the Buyer shall negotiate exclusively with respect to such Opportunity for up to ninety (90) calendar days after the Buyer’s receipt of such Negotiation Notice, which period may be extended by mutual written agreement of the parties (the relevant “Negotiation Period”) and, for the avoidance of doubt, neither the Buyer nor any of its Affiliates shall negotiate with any third parties or enter into any agreements with respect to an Opportunity during the Notice Period or the Negotiation Period. If (x) the Seller does not notify the Buyer in writing within the relevant Notice Period that it desires to negotiate an agreement for such Opportunity, or (y) the parties fail within the Negotiation Period to reach agreement on and execute a definitive agreement for such Opportunity, then, for a period of twelve (12) months after the end of the Notice Period (if the Seller does not send a Negotiation Notice) or the end of the Negotiation Period (if the Seller does send a Negotiation Notice), the Buyer may thereafter grant the rights to such Opportunity to a third party on such terms as the Buyer may determine in its sole discretion, without any further obligation to the Seller under this Section 1.11(k) with respect to the Opportunity described in the relevant ROFN Notice, and, for clarity, during such applicable twelve (12) month period the Buyer shall have no obligation to again provide a ROFN Notice to the Seller with respect to such Opportunity; provided, however, that, during such twelve (12) month period, prior to entering into a definitive agreement with a third party with respect to such Opportunity, (1) the Buyer shall not enter into a period of exclusive negotiation with a third party for such Opportunity for a period in excess of ninety (90) days and (2) subject to clause (1), the Seller may continue to discuss such Opportunity with the Buyer.

ROFN. Until the first dosing of the first patient with a CFTR MRT Product in a Phase 3 Trial, the Buyer shall notify the Seller in writing (each such notice, a “ROFN Notice”) ) (i) promptly after (x) the Buyer or any of its Affiliates receives from a third party (other than (1) any Affiliate of the Buyer or (2) any academic or non-profit research institution, hospital, contract research organization, contract manufacturer, contract employee, consultant or other third party, in the case of both clauses (1) and (2) in connection with licenses granted solely to conduct development activities on behalf of the Buyer or any of its Affiliates) of a proposal that the Buyer license or otherwise grant to such third party any rights to develop or sell any CFTR MRT Product in any country or group of countries (a “License Opportunity”), or sell (other than through a change of control of the Buyer) all or a substantial portion of the Transferred Assets or other assets of the Buyer and its Affiliates that are necessary for or related to the development and commercialization of CFTR MRT Products (a “Sale Opportunity”; each License Opportunity for a CFTR MRT Product and each Sale Opportunity, an “Opportunity”) and (y) the board of directors of the Buyer directs the Buyer to pursue the Opportunity referenced in such proposal and (ii) prior to the Buyer or any of its Affiliates commencing negotiations with a third party with respect to an Opportunity. For clarity, this Section 1.11(k) shall not prevent the Buyer or any of its Affiliates from executing any confidentiality agreement or participating in general discussions with prospective partners, investors, licensors, licensees or other third parties, provided that such agreement or discussion does not relate to an Opportunity. The Seller shall have thirty (30) calendar days after receipt of the relevant ROFN Notice (the relevant “Notice Period”) to notify the Buyer in writing of its interest in negotiating an agreement with the Buyer with respect to the relevant Opportunity. If the Seller notifies the Buyer in writing within the Notice Period that it desires to negotiate such an agreement (a “Negotiation Notice”), then the Seller and the Buyer shall negotiate exclusively with respect to such Opportunity for up to ninety (90) calendar days after the Buyer’s receipt of such Negotiation Notice, which period may be extended by mutual written agreement of the parties (the relevant “Negotiation Period”) and, for the avoidance of doubt, neither the Buyer nor any of its Affiliates shall negotiate with any third parties or enter into any agreements with respect to an Opportunity during the Notice Period or the Negotiation Period. If (x) the Seller does not notify the Buyer in writing within the relevant Notice Period that it desires to negotiate an agreement for such Opportunity, or (y) the parties fail within the Negotiation Period to reach agreement on and execute a definitive agreement for such Opportunity, then, for a period of twelve (12) months after the end of the Notice Period (if the Seller does not send a Negotiation Notice) or the end of the Negotiation Period (if the Seller does send a Negotiation Notice), the Buyer may thereafter grant the rights to such Opportunity to a third party on such terms as the Buyer may determine in its sole discretion, without any further obligation to the Seller under this Section 1.11(k) with respect to the Opportunity described in the relevant ROFN Notice, and, for clarity, during such applicable twelve (12) month period the Buyer shall have no obligation to again provide a ROFN Notice to the Seller with respect to such Opportunity; provided, however, that, during such twelve (12) month period, prior to entering into a definitive agreement with a third party with respect to such Opportunity, (1) the Buyer shall not enter into a period of exclusive negotiation with a third party for such Opportunity for a period in excess of ninety (90) days and (2) subject to clause (1), the Seller may continue to discuss such Opportunity with the Buyer.