Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. (a) If, at any time during the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn.

Right of First Negotiation. (a) If, at any time during In the Term, Braeburn event that either Harbinger or Pinnacle or any of their respective Entity Affiliates proposes to Transfer any Securities (other than Transfers permitted by Sections 3.1(a)(ii), and, solely in Pinnacle’s case, also Section 3.1(c)(vi)) (such Transferring party, together with its Affiliates intends to license or sublicense its right to develop or Commercialize a Entity Affiliates, the “ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize Seller”), the ROFN Product in Seller shall provide the Territory other party, together with its Entity Affiliates (but not including any Excluded Transactionsuch other party, together with its Entity Affiliates, the “ROFN Buyer”), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight written notice of its intentintent to Transfer such Securities, provide which notice shall set forth the number of Securities proposed to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product Transferred (the “Data PackageROFN Notice”). For a period of twenty (20) Business Days following receipt of the ROFN Notice (the “ROFN Period”), if and shall, unless Knight notifies Braeburn in writing solely to the extent initiated by the ROFN Buyer during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular Period, the ROFN Product (a “Knight Waiver Notice”)Buyer and the ROFN Seller shall, on an exclusive basis, negotiate solely and in good faith with Knight one another regarding a transaction pursuant to which the ROFN Buyer would acquire all, but not less than all, of the Securities to be Transferred by the ROFN Seller as set forth in the ROFN Notice (the “ROFN Transaction”). Unless and until definitive documentation providing for [***]the terms and conditions of a ROFN Transaction is executed and delivered by all parties thereto, (i) the ROFN Seller, except with respect to mutually agreeable its obligation to negotiate in good faith on an exclusive basis as set forth above, shall have no obligation or liability whatsoever to the ROFN Buyer with respect to any ROFN Transaction, including any obligation to enter into either a non-binding financial terms (“Binding Financial Terms”) term sheet or letter of intent, or definitive documentation, providing for the acquisition by Knight, by license, sublicense, or otherwise, terms and conditions of the right to develop or Commercialize ROFN Transaction, and (ii) the ROFN Product Buyer shall not have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in connection therewith. Notwithstanding the Territory foregoing, and for the avoidance of doubt, (or x) the applicable part thereof). [***]. All 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to provisions of this Section 2.9 3.5 shall constitute Confidential Information not apply to entering into or executing a Transfer constituting a pledge of BraeburnSecurities or other grant of a lien or security interest therein, directly or indirectly, and (y) the provisions of this Section 3.5 shall apply to Subsequent Transfers, except that the ROFN Period with respect to such Subsequent Transfers shall be fifteen (15) Business Days instead of twenty (20) Business Days.

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (a) If, at any time during the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereofan “Out-License”) to any a Third Party in order for development and/or commercialization of AMG 842 (or, to permit such Third Party the extent Company has de-prioritized AMG 842, the backup Product thereto for which Company is actively seeking to develop or Commercialize the ROFN Product in the Territory fulfill its diligence obligation hereunder pursuant to Section 5.2 (but not including any Excluded TransactionDiligence)), then prior Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to negotiating with any Third Party to license or sublicense evaluate such development or commercialization rightOut-License, Braeburn then Amgen shall first notify Knight Company within [*] days of its intentreceipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Knight Out-License (a copy of “Summary”), including existing material data with respect to the development clinical and commercialization of preclinical data, as well as such ROFN Product other information in BraeburnCompany’s possession and Control not previously provided to Knight and that Amgen may reasonably request, which Summary shall be reasonably sufficient deemed to assess the ROFN Product be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Data PackageExclusivity Period”), and shallAmgen shall have an exclusive right to negotiate an exclusive, unless Knight notifies Braeburn royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing during the ROFN Negotiation Period that it is not interested in acquiring Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights to a particular ROFN Product under this Section 2.3 (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agreeable binding financial agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (“Binding Financial Terms”Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the acquisition by Knightpurpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to and this Section 2.9 2.3 (Right of First Negotiation) shall constitute Confidential Information of Braeburnnot restrict Company in any manner with respect to such a sublicense.

Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (a) If, at any time during the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereofan “Out-License”) to any a Third Party in order for development and/or commercialization of AMG 777 (or, to permit such Third Party the extent Company has de-prioritized AMG 777, the backup Product thereto for which Company is actively seeking to develop or Commercialize the ROFN Product in the Territory fulfill its diligence obligation hereunder pursuant to Section 5.2 (but not including any Excluded TransactionDiligence)), then prior Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to negotiating with any Third Party to license or sublicense evaluate such development or commercialization rightOut-License, Braeburn then Amgen shall first notify Knight Company within [*] days of its intentreceipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Knight Out-License (a copy of “Summary”), including existing material data with respect to the development clinical and commercialization of preclinical data, as well as such ROFN Product other information in BraeburnCompany’s possession and Control not previously provided to Knight and that Amgen may reasonably request, which Summary shall be reasonably sufficient deemed to assess the ROFN Product be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Data PackageExclusivity Period”), and shallAmgen shall have an exclusive right to negotiate an exclusive, unless Knight notifies Braeburn royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing during the ROFN Negotiation Period that it is not interested in acquiring Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights to a particular ROFN Product under this Section 2.3 (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agreeable binding financial agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (“Binding Financial Terms”Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the acquisition by Knightpurpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, by license, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934] = Certain confidential information contained in this document, AS AMENDED. information provided marked by Braeburn to Knight brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to this Section 2.9 shall constitute Confidential Information Rule 406 of Braeburnthe Securities Act of 1933, as amended.

Right of First Negotiation. If Resonant’s board of directors proposes to sell Resonant to a non-affiliate (STI excluded), then Resonant will notify Skyworks of such proposal before it makes such proposal to any such non-affiliates (other than STI). If Skyworks notifies Resonant within 20 days of receiving the notice from Resonant that it is interested in potentially acquiring Resonant, then Resonant and Skyworks will in good faith negotiate for 45 days regarding a sale of Resonant to Skyworks, starting on the date Resonant receives such notice from Skyworks (the “Right of First Negotiation”). If, in their respective sole and absolute discretion they are unable to enter a definitive acquisition agreement in such 45 day period, then Resonant is free to market and sell itself to any party free of the Right of First Negotiation, and without further notice to Skyworks. The Right of First Negotiation will only “reset” (i.e., again be triggered) if Resonant’s board of directors determines in its sole business judgment that the sale process which triggered the Right of First Negotiation is to be terminated, and then it later commences a new sale process. All of Skyworks rights under this Section 7 (including any then pending Right of First Negotiation) shall automatically terminate on the earlier to occur of (a) If, at any time during the Term, Braeburn termination of this Agreement or any (b) an initial public offering of its Affiliates intends to license Resonant’s securities (including via reverse merger into public shell or sublicense its right to develop other transaction using an affiliate of Resonant that achieves substantially the same result of an IPO or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but reverse merger). Skyworks will not including any Excluded Transaction), then prior to negotiating interfere with any Third Party proposed sale to license or sublicense such development or commercialization rightanother party provided only that Resonant has complied with this Right of First Negotiation. For clarity, Braeburn shall first notify Knight the Right of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control First Negotiation does not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights apply to a particular ROFN Product (sale by the shareholders of Resonant of their shares, but rather only a “Knight Waiver Notice”)transaction to which Resonant itself is a party. Except as expressly set forth in this Section 7, Resonant has no obligation to discuss or negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicenseSkyworks, or otherwisenotify Skyworks regarding, any transaction involving a sale of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburnother extraordinary transactions involving Resonant.

Right of First Negotiation. (ai) If, at any time In the event that during the Termperiod commencing at the Closing and ending upon the tenth (10th) anniversary of the Closing, Braeburn either Parent or Buyer or any of its their respective Control Affiliates intends proposes to license enter into a joint venture with a third party with respect to, or sublicense its right engage a third party to develop manage, all or Commercialize a ROFN Product any portion of the Parent Additional Property (in the Territory case of Parent and its Control Affiliates) or the Buyer Additional Property (in the case of Buyer and its Control Affiliates) for a use that is primarily related to lodging, food and beverage, retail or any part thereofentertainment activities (a “Triggering Activity”) to any Third Party in order to permit (such Third Party to develop or Commercialize party, together with its Control Affiliates, the “ROFN Triggering Party”), the ROFN Product in Triggering Party shall provide other party (such other party, together with its Control Affiliates, the Territory (but not including any Excluded Transaction), then prior to negotiating “ROFN Counterparty”) with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight written notice of its intentintent to engage in a Triggering Activity, provide to Knight which notice shall set forth a copy reasonable summary of material data with respect to the proposed Triggering Activity, its concept and a reasonable, good faith estimate of its development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product cost (the “Data PackageROFN Notice”). For a period of thirty (30) days following receipt of the ROFN Notice (the “ROFN Period”), if and shall, unless Knight notifies Braeburn in writing solely to the extent initiated by the ROFN Counterparty during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular Period, the ROFN Product (a “Knight Waiver Notice”)Counterparty and the ROFN Triggering Party shall, on an exclusive basis, negotiate solely and in good faith with Knight for [***]) one another regarding a transaction pursuant to which the ROFN Counterparty would participate in such a joint venture or management arrangement with respect to mutually agreeable binding financial terms such Parent Additional Property or Buyer Additional Property, as the case may be (the “Binding Financial TermsROFN Transaction”) ). Unless and until definitive documentation providing for the acquisition terms and conditions of a ROFN Transaction is executed and delivered by Knightall parties thereto, by license(i) neither the ROFN Triggering Party nor any of its Control Affiliates except with respect to its obligation to negotiate in good faith on an exclusive basis as set forth above, sublicenseshall have any obligation or liability whatsoever to the ROFN Counterparty with respect to any ROFN Transaction, including any obligation to enter into either a non-binding term sheet or letter of intent, or otherwisedefinitive documentation, providing for the terms and conditions of the right to develop or Commercialize ROFN Transaction, and (ii) the ROFN Product Counterparty shall not have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in the Territory (or the applicable part thereof). [***]. All 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburnconnection therewith.

Right of First Negotiation. EPIZYME hereby grants to CELGENE, on the terms set forth in this Section 7.2, a right of first negotiation with respect to a Business Combination of EPIZYME (athe “ROFN Right”) during the Option Term. If, at any time during the Option Term, Braeburn EPIZYME desires, directly or indirectly (including through any parent or holding corporation or entity or group of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereofcontrolling stockholders acting together) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory pursue a Business Combination (but not including any Excluded a “Proposed Transaction”), then prior to negotiating the terms of an agreement for the Proposed Transaction with one or more Third Parties, EPIZYME shall notify CELGENE in writing of EPIZYME’s desire to pursue a Proposed Transaction and, during the period beginning on the date on which EPIZYME so notifies CELGENE and ending upon the ROFN Expiration (as defined below), none of EPIZYME, its Affiliates, and its and their respective officers, directors, employees, agents, attorneys, accountants, financial advisers, and representatives shall, directly or indirectly, solicit, initiate or encourage proposals from, discuss or negotiate with, or provide any information to, any Third Party related to license the Proposed Transaction. CELGENE shall, within [**] days after receipt of such notice, indicate to EPIZYME in writing whether it wishes to enter into the Proposed Transaction and, if CELGENE indicates that it wishes to enter into the Proposed Transaction, the Parties shall negotiate in good faith to enter into mutually agreeable terms pursuant to which CELGENE would enter into such Proposed Transaction with EPIZYME, it being understood and agreed that the foregoing negotiation obligation shall not require EPIZYME to accept any offer made by CELGENE or sublicense to enter into the Proposed Transaction. If either (a) CELGENE indicates it does not wish to pursue a Proposed Transaction, (b) CELGENE fails to indicate its interest within such development [**] day period or commercialization right, Braeburn shall first notify Knight (c) CELGENE indicates it wishes to enter into such Proposed Transaction but the Parties fail to reach agreement on the terms of its intent, provide a Proposed Transaction or to Knight execute a copy of material data definitive agreement with respect to such Proposed Transaction prior to the development and commercialization earlier of such ROFN Product in Braeburn[**] days after the date of CELGENE’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess indication of interest or the expiration of the Option Term, then the ROFN Product Right shall expire (the “Data PackageROFN Expiration”) and EPIZYME shall be free, without any further obligation to CELGENE under this Agreement with respect thereto, to enter into the Proposed Transaction with a Third Party; provided that, in the event clause (c) of this sentence is applicable, if EPIZYME proposes to enter into a Proposed Transaction with a Third Party during the Option Term on terms that (i) include an upfront purchase price payment (inclusive of amounts placed into an escrow account concurrently with such upfront purchase price payment) that is less than or equal to the upfront purchase price payment (inclusive of amounts placed into an escrow account concurrently with such upfront purchase price payment) last offered by CELGENE in writing to EPIZYME or (ii) taken as a whole, are materially less favorable to EPIZYME and/or its shareholders, as applicable, than the terms last offered in writing to EPIZYME by CELGENE (such condition, the “Lower Value Third Party Offer Condition”), and then (A) EPIZYME shall, unless Knight notifies Braeburn prior to entering into the Proposed Transaction with such Third Party, offer such terms (and in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product case of the foregoing clause (a “Knight Waiver Notice”i), negotiate solely and including the lower upfront purchase price) to CELGENE (and, if CELGENE accepts such offer, CELGENE shall have the right to substitute an equivalent amount of cash for any non-cash consideration in good faith with Knight for the Third Party offer), (B) CELGENE shall have [***]] days after the date of receipt of such offer from EPIZYME to notify EPIZYME in writing of its acceptance of such offer and (C) (1) if CELGENE so accepts, the Parties shall promptly enter into a definitive agreement for the Proposed Transaction on such terms, or (2) if CELGENE does not accept, then EPIZYME shall be free, without any further obligation to CELGENE under this Agreement with respect thereto, to mutually agreeable binding financial terms enter into the Proposed Transaction with a Third Party; provided further that if EPIZYME does not enter into a definitive agreement for a Proposed Transaction with a Third Party within two hundred and twenty five (“Binding Financial Terms”225) for days after the acquisition expiration of CELGENE’s ROFN Right as described above, and at such time the Option Term has not yet expired, CELGENE’s ROFN Right shall be reinstated, the ROFN Expiration shall be deemed not to have previously occurred, and the Parties shall again comply with this Section 7.2 as if the Proposed Transaction were a new transaction. For the avoidance of doubt, preliminary discussions that precede a formal offer or term sheet shall not be restricted by Knight, by license, sublicense, or otherwise, this Section 7.2. This Section 7.2 and the ROFN Right shall terminate immediately upon the earlier to occur of the right to develop termination of the Option Term or Commercialize the ROFN Product in the Territory (or the applicable part thereof)consummation of a Business Combination by EPIZYME. [***]. All 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information Any notice provided by Braeburn either Party hereunder, as well as the fact that this section might be applicable, that a notice has been provided hereunder or that EPIZYME has considered/is considering a Proposed Transaction, shall be “Confidential Information” of both Parties and expressly subject to Knight pursuant to this Article 9, including Section 2.9 shall constitute Confidential Information of Braeburn9.1, hereof.

Right of First Negotiation. (a) If, at any time during In the Term, Braeburn event that either Harbinger or Pinnacle or any of their respective Entity Affiliates proposes to Transfer any Securities (other than Transfers permitted by Sections 3.1(a)(ii), and, solely in Pinnacle’s case, also Section 3.1(c)(vi)) (such Transferring party, together with its Affiliates intends to license or sublicense its right to develop or Commercialize a Entity Affiliates, the “ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize Seller”), the ROFN Product in Seller shall provide the Territory other party, together with its Entity Affiliates (but not including any Excluded Transactionsuch other party, together with its Entity Affiliates, the “ROFN Buyer”), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight written notice of its intentintent to Transfer such Securities, provide which notice shall set forth the number of Securities proposed to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product Transferred (the “Data PackageROFN Notice”). For a period of 20 Business Days following receipt of the ROFN Notice (the “ROFN Period”), if and shall, unless Knight notifies Braeburn in writing solely to the extent initiated by the ROFN Buyer during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular Period, the ROFN Product (a “Knight Waiver Notice”)Buyer and the ROFN Seller shall, on an exclusive basis, negotiate solely and in good faith with Knight one another regarding a transaction pursuant to which the ROFN Buyer would acquire all, but not less than all, of the Securities to be Transferred by the ROFN Seller as set forth in the ROFN Notice (the “ROFN Transaction”). Unless and until definitive documentation providing for [***]the terms and conditions of a ROFN Transaction is executed and delivered by all parties thereto, (i) the ROFN Seller, except with respect to mutually agreeable its obligation to negotiate in good faith on an exclusive basis as set forth above, shall have no obligation or liability whatsoever to the ROFN Buyer with respect to any ROFN Transaction, including any obligation to enter into either a non-binding financial terms (“Binding Financial Terms”) term sheet or letter of intent, or definitive documentation, providing for the acquisition by Knight, by license, sublicense, or otherwise, terms and conditions of the right to develop or Commercialize ROFN Transaction, and (ii) the ROFN Product Buyer shall not have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in connection therewith. Notwithstanding the Territory foregoing, and for the avoidance of doubt, (or x) the applicable part thereof). [***]. All 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to provisions of this Section 2.9 3.5 shall constitute Confidential Information not apply to entering into or executing a Transfer constituting a pledge of BraeburnSecurities or other grant of a lien or security interest therein, directly or indirectly, and (y) the provisions of this Section 3.5 shall apply to Subsequent Transfers, except that the ROFN Period with respect to such Subsequent Transfers shall be 15 Business Days instead of 20 Business Days.

Right of First Negotiation. (a) If, at any time If the Call Option is not exercised during the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data Call Option Period with respect to the development Call Option Shares, then the Company, at the direction of MSEC in its capacity as the representative of the Call Option Grantors, would have the right to retain an investment bank to assist in selling and commercialization marketing a Sale of such ROFN Product in Braeburn’s possession and Control not previously the Company; provided that, prior to Knight and that commencing the Sale of the Company process, Neptune shall be reasonably sufficient afforded a thirty (30)-day right of first negotiation (such right, the “ROFN”; such time period, the “ROFN Period”) to assess exclusively negotiate with the Company and/or MSEC and to make an offer for a Sale of the Company. In the event MSEC and Neptune, following good faith discussions, are unable to come to an agreement with respect to the principal terms of a Sale of the Company on or before the expiration of the ROFN Product (Period, MSEC shall be permitted to negotiate a Sale of the “Data Package”)Company transaction with an Independent Third Party; provided that, and shall, unless Knight notifies Braeburn in writing if Neptune made an offer for the Sale of the Company during the ROFN Negotiation Period Period, and thereafter MSEC or the Company receive an offer for the Sale of the Company, then MSEC shall promptly provide written notice to Neptune stating that it is not interested has received an offer and specifying: (1) the name of the Person who has made an offer for the Sale of the Company, (2) the purchase price (including the per-share purchase price if applicable) and the other material terms and conditions of the Sale of the Company, including a description of any non-cash consideration in acquiring rights sufficient detail to a particular permit the valuation thereof, and (3) the proposed date and time of the closing of the Sale of the Company “ROFN Product (a “Knight Waiver Notice”). If the offer for a Sale of the Company is for a lower price than Neptune’s highest offer (such offers to be compared on the basis of a sale of 100% of the Company’s capital stock or assets, negotiate solely as the case may be, and subject to the reasonable valuation of non-cash and contingent consideration offered therein), then Neptune shall have a right of first refusal to consummate a Sale of the Company transaction at a price resulting in good faith consideration of the same value as would have been paid in such offer to the other Stockholders by providing written notice thereof to MSEC within twenty (20) days following Xxxxxxx’s receipt from MSEC of the ROFN Notice. If Neptune elects to not exercise its right of first refusal, MSEC may proceed with Knight for [***]) with respect the Sale of the Company to mutually agreeable binding financial such Independent Third Party at such lower price; provided that if the price offered by such Independent Third Party is reduced or the terms (“Binding Financial Terms”) and conditions of such Sale of the Company are materially modified, or if another Person makes an offer for the acquisition by Knight, by license, sublicense, or otherwise, Sale of the Company, MSEC must again provide notice to Neptune as described above and, if applicable in accordance with the terms of this Section 5(f), Neptune must again be granted a right of first refusal to develop or Commercialize consummate the ROFN Product Sale of the Company. The Sale of the Company under this Section 5(f) would be in the Territory (or the applicable part thereof). [***]. All 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight form of a bring-along sale pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn5 (i.e., an “Approved Sale”).

Right of First Negotiation. (ai) IfBridge hereby grants to the Company a right of first negotiation during the Exclusivity Period (“ROFN”) with respect to the Offered Assets as set forth in this Section 3.1. Subject to the exclusivity restriction set forth in Section 2, if, at any time during within the TermExclusivity Period, Braeburn Bridge or any of its Affiliates Affiliate intends to license or sublicense its right to develop or Commercialize a ROFN Product engage in any Transaction, Bridge shall promptly notify the Territory (or any part thereof) to any Third Party Company in order to permit writing of such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction)intent, then prior to negotiating together with any Third Party information and data generated by, or on behalf of, Bridge or such Affiliate regarding the financial terms of such Transaction, a description of the Offered Assets and such other material information regarding such Transaction and the Offered Assets as would be reasonably useful for the Company to license or sublicense determine its interest in such development or commercialization rightTransaction (“ROFN Offer Notice”). Upon the Company’s written request, Braeburn Bridge shall first notify Knight promptly, and in any case within [***] of its intentreceipt of such request, provide to Knight a copy of material data any additional information with respect to the development and commercialization Transaction or the Offered Assets reasonably requested by the Company. Within [***] from the receipt of the ROFN Offer Notice (“ROFN Exercise Period”), the Company may exercise its ROFN by providing Bridge with a written notice of its intent to exercise its ROFN (the “ROFN Exercise Notice”). Upon Bridge’s receipt of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”)Exercise Notice, and Bridge shall, unless Knight notifies Braeburn in writing during or shall cause the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”)applicable Affiliate to, exclusively negotiate solely and in good faith with Knight the Company or its Affiliate for a period of [***]) with respect to mutually agreeable binding financial terms ] from the date of the ROFN Exercise Notice, unless such negotiations are earlier terminated by the Company (the “Binding Financial TermsROFN Negotiation Period”) for the acquisition by Knight, by license, sublicense, or otherwise, terms of the right to develop or Commercialize Transaction upon which the ROFN Product in parties would enter into a definitive agreement at a price and on terms mutually agreed between the Territory (or the applicable part thereof). [***]. All 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburnparties.

Right of First Negotiation. At any time following the 6th anniversary of the Effective Date and prior to the consummation of an IPO, subject to compliance with the provisions of Section 4(a)(iii), Section 4(a)(iv), this Section 4(b) and Section 4(c), but notwithstanding anything to the contrary in the other provisions of Section 4, a Sponsor may Transfer any or all of such Sponsor’s Stockholder Shares without the consent of any other Person. So long as the non-transferring Sponsor is a Major Sponsor, at least 30 days prior to the execution of any agreement providing for the Transfer by any Sponsor of any interest in the Stockholder Shares held by such Sponsor pursuant to Section 4(b), except in the case of (ai) Ifan Exempt Transfer, (ii) a Transfer by a Whitney Sponsor to a Xxxx Sponsor or (iii) a Transfer by a Xxxx Sponsor to a Whitney Sponsor, such Sponsor shall deliver written notice of such proposed Transfer to the Company and each other Major Sponsor (other than, for purposes of clarity, any Sponsor who is a Stockholder (or an Affiliate of such Stockholder) proposing to consummate such Transfer) (an “Offer Notice”, which Offer Notice shall disclose the proposed number of each class of Stockholder Shares to be Transferred (the “Offered Amount”) and, to the extent known, in reasonable detail the other proposed material terms and conditions of the Transfer, and each such Major Sponsor to which such Offer Notice is required to be delivered, an “Offeree Sponsor”). If within 5 days of delivery of the Offer Notice, the Sponsor proposing the applicable Transfer (the “Prospective Transferor Sponsor”) receives notice from one or more of the Offeree Sponsors or the Company of any such Major Sponsor’s or the Company’s interest in purchasing such Prospective Transferor Sponsor’s Stockholder Shares, then, through the 30th day following delivery of the Offer Notice (the “Negotiation Period”), the Prospective Transferor Sponsor (i) shall not conduct negotiations or discussions concerning the contemplated Transfer with any prospective transferees (other than any Offeree Sponsor or the Company) and (ii) shall conduct good faith negotiations with the Offeree Sponsors and the Company, as applicable, with the view to evaluating and, if mutually agreed, consummating a possible Transfer of such Stockholder Shares to the Company or the Offeree Sponsors (it being understood that the Negotiation Period, and related discussions and negotiations, shall automatically cease at the end of such 30-day period, unless the Prospective Transferor Sponsor in its sole discretion, in the exercise of which it can consider only its own interests, agrees otherwise in writing). The Prospective Transferor Sponsor, subject to compliance with the provisions of Section 4(a)(iii), Section 4(a)(iv), this Section 4(b), Section 4(c) and Section 13, shall have the right to Transfer any portion of its Stockholder Shares to any prospective purchaser (which may or may not include any Offeree Sponsor or the Company) on such terms and conditions as are acceptable to the Prospective Transferor Sponsor (including, without limitation, terms and conditions that may be less favorable to the Prospective Transferor Sponsor than may have been offered by, or discussed with, an Offeree Sponsor or the Company) at any time during from the Term, Braeburn or any expiration of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is through the 180th day following the expiration of the Negotiation Period; provided, that, the Prospective Transferor Sponsor shall not interested be permitted to Transfer pursuant to this provision a number of Stockholder Shares less than 85% of the Offered Amount (other than as a result of the participation of Tag-Along Holders pursuant to Section 4(c)) or greater than 115% of the Offered Amount without first following the procedures set forth in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]this Section 4(b) with respect to mutually agreeable binding financial terms such increased or decreased amount of Stockholder Shares (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereofas applicable). [***]. All 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn.

Right of First Negotiation. (a) If, at any time If the Call Option is not exercised during the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data Call Option Period with respect to the development Call Option Shares, then the Company, at the direction of MSEC in its capacity as the representative of the Call Option Grantors, would have the right to retain an investment bank to assist in selling and commercialization marketing a Sale of such ROFN Product in Braeburn’s possession and Control not previously the Company; provided that, prior to Knight and that commencing the Sale of the Company process, Neptune shall be reasonably sufficient afforded a thirty (30)-day right of first negotiation (such right, the “ROFN”; such time period, the “ROFN Period”) to assess exclusively negotiate with the Company and/or MSEC and to make an offer for a Sale of the Company. In the event MSEC and Neptune, following good faith discussions, are unable to come to an agreement with respect to the principal terms of a Sale of the Company on or before the expiration of the ROFN Product (Period, MSEC shall be permitted to negotiate a Sale of the “Data Package”)Company transaction with an Independent Third Party; provided that, and shall, unless Knight notifies Braeburn in writing if Neptune made an offer for the Sale of the Company during the ROFN Negotiation Period Period, and thereafter MSEC or the Company receive an offer for the Sale of the Company, then MSEC shall promptly provide written notice to Neptune stating that it is not interested has received an offer and specifying: (1) the name of the Person who has made an offer for the Sale of the Company, (2) the purchase price (including the per-share purchase price if applicable) and the other material terms and conditions of the Sale of the Company, including a description of any non-cash consideration in acquiring rights sufficient detail to a particular permit the valuation thereof, and (3) the proposed date and time of the closing of the Sale of the Company “ROFN Product (a “Knight Waiver Notice”). If the offer for a Sale of the Company is for a lower price than Neptune’s highest offer (such offers to be compared on the basis of a sale of 100% of the Company’s capital stock or assets, negotiate solely as the case may be, and subject to the reasonable valuation of non-cash and contingent consideration offered therein), then Neptune shall have a right of first refusal to consummate a Sale of the Company transaction at a price resulting in good faith consideration of the same value as would have been paid in such offer to the other Stockholders by providing written notice thereof to MSEC within twenty (20) days following Xxxxxxx's receipt from MSEC of the ROFN Notice. If Neptune elects to not exercise its right of first refusal, MSEC may proceed with Knight for [***]) with respect the Sale of the Company to mutually agreeable binding financial such Independent Third Party at such lower price; provided that if the price offered by such Independent Third Party is reduced or the terms (“Binding Financial Terms”) and conditions of such Sale of the Company are materially modified, or if another Person makes an offer for the acquisition by Knight, by license, sublicense, or otherwise, Sale of the Company, MSEC must again provide notice to Neptune as described above and, if applicable in accordance with the terms of this Section 5(f), Neptune must again be granted a right of first refusal to develop or Commercialize consummate the ROFN Product Sale of the Company. The Sale of the Company under this Section 5(f) would be in the Territory (or the applicable part thereof). [***]. All 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight form of a bring-along sale pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn5 (i.e., an “Approved Sale”).

Right of First Negotiation. If an Initial Member (the "Selling Initial Member") desires to Transfer, directly or indirectly, in whole or in part, its interest in the Company (the "Offered Initial Member Interest") to a third party other than a Permitted Transferee that would trigger paragraphs 16(d) or (f), the Selling Initial Member shall first give written notice (the "Negotiation Notice") to the other Initial Member ("RFN Initial Member") of its desire to so sell the Offered Initial Member Interest. Upon receipt of the Negotiation Notice, the RFN Initial Member may attempt to negotiate the purchase of all but not less than all of the Offered Initial Member Interest for a period of ten (10) Business Days or such shorter or longer period as agreed in writing by the Initial Members ("Negotiation Period"). The Selling Initial Member shall have no obligation of any kind to sell or to reach an agreement to sell the Offered Initial Member Interest to the RFN Initial Member. The consummation of any sale negotiated within the Negotiation Period pursuant to this paragraph 16(c) shall be made free of the restrictions and requirements of paragraphs 16(d), (e) and (f) and must be consummated within thirty (30) Business Days following the end of the Negotiation Period (except as such time period must be extended to comply with Hart-Scott-Rodino or other regulatory filings or by mutual written xxxxxxxxx xx xxx Initial Members). If (a) Ifthe Selling Initial Member, at in its sole discretion, does not agree to sell the Offered Initial Member Interest to the RFN Initial Member within the Negotiation Period or (b) any time during agreed sale is not consummated within the Term30 Business Day period (as may be extended per the above), Braeburn or any of its Affiliates intends to license or sublicense its the Selling Initial Member shall have the right to develop or Commercialize a ROFN Product in Transfer the Territory (or any part thereof) Offered Initial Member Interest to any Third Party in order other party, subject to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transactionparagraphs 16(b), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”d), (e) and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is (f). The Selling Initial Member will not interested in acquiring rights again be subject to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]this paragraph 16(c) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, any proposed Transfer of the right to develop Offered Initial Member Interest unless more than one hundred eighty (180) days has elapsed from the expiration of the Negotiation Period. Nothing contained in this paragraph 16(c) shall in any way limit an Initial Member's rights regarding an Offer Transfer Notice or Commercialize the ROFN Product in the Territory Co-Sale Notice (or the applicable part thereof). [***]. All 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided each as defined below) initiated by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburnanother Member.

Right of First Negotiation. (a) If, at any time during In the Term, Braeburn event that either Harbinger or Pinnacle or any of their respective Entity Affiliates proposes to Transfer any Securities (other than Transfers permitted by Sections 3.1(a)(ii), and, solely in Pinnacle’s case, also Section 3.1(c)(vi)) (such Transferring party, together with its Affiliates intends to license or sublicense its right to develop or Commercialize a Entity Affiliates, the “ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize Seller”), the ROFN Product in Seller shall provide the Territory other party, together with its Entity Affiliates (but not including any Excluded Transactionsuch other party, together with its Entity Affiliates, the “ROFN Buyer”), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight written notice of its intentintent to Transfer such Securities, provide which notice shall set forth the number of Securities proposed to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product Transferred (the “Data PackageROFN Notice”). For a period of 20 Business Days following receipt of the ROFN Notice (the “ROFN Period”), if and shall, unless Knight notifies Braeburn in writing solely to the extent initiated by the ROFN Buyer during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular Period, the ROFN Product (a “Knight Waiver Notice”)Buyer and the ROFN Seller shall, on an exclusive basis, negotiate solely and in good faith with Knight one another regarding a transaction pursuant to which the ROFN Buyer would acquire all, but not less than all, of the Securities to be Transferred by the ROFN Seller as set forth in the ROFN Notice (the “ROFN Transaction”). Unless and until definitive documentation providing for [***]the terms and conditions of a ROFN Transaction is executed and delivered by all parties thereto, (i) the ROFN Seller, except with respect to mutually agreeable its obligation to negotiate in good faith on an exclusive basis as set forth above, shall have no obligation or liability whatsoever to the ROFN Buyer with respect to any ROFN Transaction, including any obligation to enter into either a non-binding financial terms (“Binding Financial Terms”) term sheet or letter of intent, or definitive documentation, providing for the acquisition by Knight, by license, sublicense, or otherwise, terms and conditions of the right to develop or Commercialize ROFN Transaction, and (ii) the ROFN Product Buyer shall not have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in the Territory (or the applicable part thereof). [***]. All 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburnconnection therewith.