Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. During the term of this Agreement, PRONOVA shall not develop, promote, market, sell, offer to sell or otherwise commercialize in the Territory any Additional Product for a Non-Cardiovascular Indication (for the purposes of this Section 10, each such Additional Product, a “ROFN Product”) (it being agreed that, in the event such ROFN Product is a Combination Product, for the purposes of this Section 10 the term “ROFN Product” shall include any additional Combination Products incorporating substantially the same active pharmaceutical ingredients arising from the same development effort as the original ROFN Product), unless PRONOVA shall have first offered in a written notice (the “Offer Notice”) to RELIANT the right to participate in the development of, and to obtain exclusive commercialization rights for, such ROFN Product in the Territory, specifying the terms and conditions thereof, which terms and conditions may include a requirement that RELIANT commit to a minimum purchase obligation of the ROFN Product. RELIANT shall have sixty (60) days (the “Offer Period”) from the date of its receipt of the Offer Notice to accept the offer to commercialize the ROFN Product in the Territory upon such terms and conditions contained in the Offer Notice. In the event that RELIANT shall fail to respond in writing accepting the terms and conditions of the Offer Notice prior to the expiration of the Offer Period, RELIANT shall be deemed to have rejected the offer. During the Offer Period, unless RELIANT rejects the offer contained in the Offer Notice in writing PRONOVA shall not offer to, solicit or accept offers for, negotiate or otherwise discuss such ROFN Product opportunity with any other person or entity for the purpose of developing and commercializing such ROFN Product in the Territory.

Right of First Negotiation. During Baxter hereby grants to EKR a Right of First Negotiation with respect to the term of this Agreementdevelopment and/or commercialization, PRONOVA shall not develop, promote, market, sell, offer to sell or otherwise commercialize anywhere in the Territory any Additional Product for a Non-Cardiovascular Indication (for world, of formulations containing the EKR Compound that are presented in Xxxxxx’x [***], [***], or [***] container systems, or in Xxxxxx’x [***] syringe. For the purposes of this Section 1013.4 only, each such Additional Product, a “ROFN Product”) (it being agreed that, in the event such ROFN Product is a Combination Product, for the purposes of this Section 10 the term “ROFN ProductRight of First Negotiation” shall include mean the following: If Baxter wishes to undertake any additional Combination Products incorporating substantially of the same active pharmaceutical ingredients arising from foregoing activities, then Baxter shall provide written [***] Confidential portions of the same development effort as exhibit have been omitted and filed separately with the original ROFN Product)Securities and Exchange Commission. notice to EKR of its intent, unless PRONOVA shall have first offered in including without limitation a written notice description of its intended activities sufficient detail to permit EKR to analyze the commercial, regulatory and scientific feasibility of such proposed activities (the “Offer Baxter ROFN Notice”). EKR shall have [***] ([***]) [***] from receipt of the Baxter ROFN Notice (the “EKR Evaluation Period”) to RELIANT notify Baxter in writing that EKR is interested in negotiating a transaction with Baxter concerning such activities (the “EKR ROFN Notice”), provided that if EKR does not issue a EKR ROFN Notice or declines in writing to exercise its ROFN, then Baxter shall thereafter have the right to participate pursue the activities in the development ofBaxter ROFN Notice itself or with any third party. If EKR issues a EKR ROFN Notice within the EKR Evaluation Period, then Baxter and to obtain exclusive commercialization rights forEKR shall, such ROFN Product in the Territory, specifying the terms and conditions thereof, which terms and conditions may include for a requirement that RELIANT commit to a minimum purchase obligation period of the ROFN Product. RELIANT shall have sixty [***] (60[***]) days (the “Offer Period”) from the date of its [***] after Xxxxxx’x receipt of the Offer EKR ROFN Notice or for such longer period as Baxter and EKR may agree in writing, negotiate exclusively and in good faith with each other to accept execute a binding written agreement on commercially reasonable terms covering such activities. If the offer to commercialize the ROFN Product in the Territory upon such terms and conditions contained in the Offer Notice. In the event that RELIANT shall Parties fail to respond in writing accepting execute a binding agreement during such period, Baxter shall have the terms and conditions of the Offer Notice prior right to the expiration of the Offer Period, RELIANT shall be deemed to have rejected the offer. During the Offer Period, unless RELIANT rejects the offer contained in the Offer Notice in writing PRONOVA shall not offer to, solicit pursue such activities on its own or accept offers for, negotiate or otherwise discuss such ROFN Product opportunity with any other person or entity for the purpose of developing and commercializing such ROFN Product in the Territorythird party.

Right of First Negotiation. During (a) If BDSI determines that it will (i) seek to grant any license to a Third Party that includes the term right to market or promote an ROFN Product in the Territory or (ii) develop (for purposes of this Agreementobtaining Marketing Authorization thereof in the Territory), PRONOVA shall not develop, promotesell, market, selldistribute, offer to sell or otherwise commercialize any ROFN Product in the Territory (itself or via any Additional Product for a Non-Cardiovascular Indication Affiliate or Third Party) pursuant to Marketing Authorization thereof in the Territory, then BDSI shall promptly notify Purdue thereof in writing (for the purposes of this Section 10, each such Additional Product, a “ROFN ProductNotice”). Purdue shall have [thirty (30)] days from the date it receives such ROFN Notice (the “ROFN Notice Period”) to notify BDSI in writing of Purdue’s desire to negotiate an agreement under which Purdue (it being agreed that, in the event or an Affiliate thereof) would be granted rights to develop and/or commercialize such ROFN Product is in the Territory (a Combination Product, for the purposes of this Section 10 the term “ROFN Product” shall include any additional Combination Products incorporating substantially the same active pharmaceutical ingredients arising from the same development effort as the original ROFN Product), unless PRONOVA shall have first offered in a written notice (the “Offer Negotiation Notice”) ). ***. If Purdue does not provide BDSI with a Negotiation Notice within the ROFN Notice Period, or affirmatively notifies BDSI during such ROFN Notice Period that it will not pursue an agreement with BDSI with respect to RELIANT the right to participate such ROFN Product in the development ofTerritory, then Section 11.08 will not apply to, and to obtain exclusive commercialization rights forshall terminate with respect to, such ROFN Product in the Territory, specifying the terms and conditions thereof, which terms and conditions may include a requirement that RELIANT commit to a minimum purchase obligation of the ROFN Product. RELIANT shall have sixty (60) days (the “Offer Period”) from the date of its receipt of the Offer Notice to accept the offer to commercialize the ROFN Product in the Territory upon such terms and conditions contained in the Offer Notice. In the event that RELIANT shall fail to respond in writing accepting the terms and conditions of the Offer Notice prior to the expiration of the Offer Period, RELIANT shall be deemed to have rejected the offer. During the Offer Period, unless RELIANT rejects the offer contained in the Offer Notice in writing PRONOVA shall not offer to, solicit or accept offers for, negotiate or otherwise discuss such ROFN Product opportunity with any other person or entity for the purpose of developing and commercializing such ROFN Product in the Territory.

Right of First Negotiation. During the term of this Agreement, PRONOVA shall not develop, promote, market, sell, offer to sell or otherwise commercialize in the Territory any Additional Product for a Non-Cardiovascular Indication (for the purposes of this Section 10, each such Additional Product, a “ROFN Product”) (it being agreed that, in the event such ROFN Product is a Combination Product, for the purposes of this Section 10 the term “ROFN Product” shall include any additional Combination Products incorporating substantially the same active pharmaceutical ingredients arising from the same development effort as the original ROFN Product), unless PRONOVA shall have first offered in a written notice (the “Offer Notice”) to RELIANT the right to participate in the development of, and to obtain exclusive commercialization rights for, such ROFN Product in the Territory, specifying the terms and conditions thereof, which terms and conditions may include a requirement that RELIANT commit to a minimum purchase obligation of the ROFN Product. RELIANT shall have sixty (60) days (the “Offer Period”) from the date of its receipt of the Offer Notice to accept the offer to commercialize the ROFN Product in the Territory upon such terms and conditions contained in the Offer Notice. In the event that RELIANT (a) Gilead is interested in obtaining a right or license to Develop or Commercialize a ROFN Product (a “ROFN Product License”), (b) [******] or (c) [******], then Gilead will provide notice thereof to Agenus or Agenus will provide notice thereof to Gilead (which notice by Agenus to Gilead will include the applicable Data Package), as applicable (a “ROFN Notice”). If Gilead provides a ROFN Notice, Agenus shall fail [******] provide a Data Package to respond Gilead with respect to the applicable ROFN Product. Gilead shall have [******] from receipt of a ROFN Notice from Agenus or, if Gilead provides a ROFN Notice to Agenus, receipt of the applicable Data Package from Agenus, to elect to seek a ROFN Product License with respect to the applicable ROFN Product, in writing accepting which case it will provide notice of such election to Agenus (a “ROFN Negotiation Notice”). If Gilead provides a ROFN Negotiation Notice, the Parties shall negotiate [******] (the “ROFN Negotiation Period”), to reach agreement on the terms and conditions of the Offer Notice prior to the expiration of the Offer Period, RELIANT shall be deemed to have rejected the offer. During the Offer Period, unless RELIANT rejects the offer contained in the Offer Notice in writing PRONOVA shall not offer to, solicit or accept offers for, negotiate or otherwise discuss such ROFN Product opportunity License for such ROFN Product. If Gilead fails to provide Agenus with any other person or entity a ROFN Negotiation Notice within such [******] period, Gilead shall have no further rights with respect to a ROFN Product License for such ROFN Product. If Gilead provides a ROFN Negotiation Notice within such [******] period, but Gilead and Agenus fail to reach agreement within the ROFN Negotiation Period on the terms of a ROFN Product License for the purpose of developing and commercializing such applicable ROFN Product, then [******]. From time to time during the ROFN Negotiation Period, Gilead may provide Agenus with written notice requesting additional information relevant to the ROFN Product that then exists and is within Agenus’s control with respect to the applicable ROFN Product, or a discussion with Agenus representative(s) who have the relevant knowledge and information regarding the applicable ROFN Product (an “Information Request Notice”). Agenus shall use all reasonable efforts to provide such information or hold such discussion as promptly as practicable but in any event within [******] after receipt of such Information Request Notice. If the TerritoryInformation Request Notice is provided during [******], to the extent that Agenus has not provided such information in any material respect or has failed to hold such discussion, Gilead shall notify Agenus thereof and the ROFN Negotiation Period shall be extended by [******].