Common use of ROFN Clause in Contracts

ROFN. Within [**] days after Tetraphase receives the final clinical study report for its first multiple ascending dose Phase 1 Clinical Trial of TP-6076, Tetraphase shall provide to Licensee (a) a true and complete copy of such clinical study report, (b) all material pre-clinical data with respect to TP-6076 in Tetraphase’s possession and Control at such time, and (c) pursuant to, and under the terms of, a material transfer agreement to be mutually agreed by the Parties, the TP-6076 needed for Licensee to conduct China-strain minimum inhibitory concentration (MIC) testing of TP-6076 to support an IND filing in PRC for TP-6076, which testing shall be at Licensee’s sole cost and expense (“TP-6076 Data Package”). Within [**] days after receipt of the complete TP-6076 Data Package, Licensee may provide written notice to Tetraphase of Licensee’s interest in negotiating a license to Develop and Commercialize TP-6076 in the Territory (the “TP-6076 Negotiation Notice”); provided that Tetraphase shall respond to Licensee’s inquiries with respect to TP-6076 (including with regard to the contents of the TP-6076 Data Package) during such [**] day exercise period, to the extent Tetraphase determines that such inquiries are reasonable. If Licensee provides such notice, the Parties shall enter into good faith negotiations with respect to such license, on such terms as may be mutually agreeable, which terms shall include Licensee sharing in the costs for any Tetraphase Entity’s Phase 2 Clinical Trials of TP-6076 that supports registration in the Territory. If (a) Licensee does not provide the TP-6076 Negotiation Notice to Tetraphase within such [**] period or (b) Licensee provides the TP-6076 Negotiation Notice to Tetraphase during such [**] day period but the Parties are unable to reach mutual agreement and execute a definitive agreement with respect to the Development and Commercialization of TP-6076 in the Territory within [**] days from the date of the TP-6076 Negotiation Notice (or such extended period as may be approved in writing by the Parties) (“Exclusive Negotiation Period”), Licensee shall have no rights with respect to TP-6076. During the Exclusive Negotiation Period, Tetraphase shall neither license or otherwise grant to any Third Party, nor engage in any negotiations or other discussions with any Third Party regarding any agreement to license or otherwise grant to any Third Party, any rights to Develop and Commercialize TP-6076 in the Territory.