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 TakedaIf, 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 the expiration of the Research Term, subject to and without limiting the terms of the Option Agreement, Constellation wishes to sublicense, outlicense or otherwise divest any of the Constellation Draft Pick Targets, or any compound that is directed to a Constellation Draft Pick Target and meets the Compound Criteria, including, without limitation, any Collaboration Compound and/or Licensed Product directed to a Constellation Draft Pick Target (provided, however, that this Section 4.6 shall not apply to activities conducted with Permitted Contractors), it must first provide written notice of that intention to Licensee’s receipt , which notice will (i) identify the Constellation Draft Pick Target, compound, and/or Licensed Product(s) to which it applies, and (ii) include a non-confidential summary describing the status of such notice from Takeda the research or development of the associated program. Genentech or Roche (but not both) (the “ROFN Notice Negotiating Party”) shall respond to that written notice within [**] (the “Consideration Period”), either providing notice of its intention to negotiate exclusively as described in this Section 4.6, or waiving that right; provided, however, that the failure of Genentech or Roche to provide written notice of its intention to negotiate exclusively as described in this Section 4.6 shall be deemed a waiver of its right to such negotiation with respect to such Constellation Draft Pick Target, compound or Licensed Product(s) and Constellation shall be entitled to enter into an agreement for such Constellation Draft Pick Target, compound or Licensed Product(s) with a Third Party. If, during the Consideration Period, the Negotiating Party gives notice of its intention to negotiate exclusively, Constellation shall negotiate with the Negotiating Party exclusively for a period extending not more than [**] after the Negotiating Party’s notice to Constellation hereunder (the “Negotiation 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 pursuant to which Licensee might obtain the Negotiating Party would take rights to seek Regulatory Approval for and Commercializesuch Constellation Draft Pick Target, TAK-385 compound or 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)Product(s), Licensee’s right of first negotiation under this Section 3.7 (Right of First Negotiation) will terminate as to such country, with both Constellation and [***]the Negotiating Party negotiating in good faith.

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 Takeda, In the event that (a) Licensor or any Ex-Territory Sublicensee incorporates any Company Tech Transfer Materials into any regulatory filing related to a Product in the Field outside of the Territory pursuant to Section 2.6 and (b) Licensor wishes to sell or license its sole discretion, makes a final determination not rights with respect to seek Regulatory Approval for or Commercialize TAK-385 Licensed Products such Product in the Field in any country [***] = Portions jurisdiction outside of the Territory (provided that, for the avoidance doubt, Licensor shall not be permitted to sell, license, assign or otherwise transfer any of its rights with respect to Company Tech Transfer Materials unless otherwise permitted under this exhibit have been omitted Agreement), Licensor shall, and filed separately with the Securities hereby does, grant to Company and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) its Affiliates an exclusive 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 sole right of such notice from Takeda first option (the “ROFN Notice PeriodExclusive Option”) indicating Licensee), at Company’s interest in negotiating with Takeda regarding election, to acquire or license such rights in such country, then jurisdiction upon such terms as may be mutually agreed upon by the Parties will exclusively negotiate in good faith regarding writing (the terms “Ex-Territory Rights Agreement”). Licensor shall promptly notify Company in writing of the occurrence of the events in clauses (a) and conditions under which Licensee might obtain rights to seek Regulatory Approval for (b) triggering the Exclusive Option and Commercialize, TAK-385 Licensed Products in such country for Company shall have a period of [***] days commencing upon Takeda’s receipt of following such notice to provide Licensor with written notice from Licensee identifying Company’s desire to exercise the Exclusive Option with a proposal of the terms to acquire or license such rights (the “ROFN Option Exercise Notice”). For a period of [***] thereafter (the “Terms Sheet Negotiation Period”), the Parties shall negotiate the terms sheet for the Ex-Territory Rights Agreement in good faith (the “Ex-Territory Rights Terms Sheet”). If Upon execution of the Ex-Territory Rights Terms Sheet, the Parties shall negotiate in good faith the Ex-Territory Rights Agreement. In the event (ai) Licensee does not deliver notice Company fails to Takeda during provide the ROFN Option Exercise Notice Period indicating its interest in negotiating with Takeda or prior to the foregoing [***] period, (bii) the Parties are unable to reach terms on a definitive agreement during execute the ROFN Ex-Territory Rights Terms Sheet within the Terms Sheet Negotiation Period, then in either case ((a) or (b)), Licensee’s right iii) the Parties fail to enter into and execute the Ex-Territory Rights Agreement within the later of first negotiation under this Section 3.7 (Right of First Negotiationx) will terminate as to such country, and [***]] following the execution of the Ex-Territory Rights Terms Sheet and (y) [***] following Company’s delivery of the Option Exercise Notice, Licensor shall be free to solicit and negotiate a transaction with one (1) or more Third Parties (a “Third Party Transaction”); provided, however, that Licensor shall not enter into a Third Party Transaction on terms and conditions that, in the aggregate, are less favorable to Licensor than the terms last proposed by Company without first bringing such terms to Company. Company shall have a period of [***] to notify Licensor if it will match such terms and provide Licensor written notice exercising such right. Following Licensor’s receipt of such written notice, the Parties will negotiate for a period of up to [***] (or such longer period as may be mutually agreed upon by the Parties) to execute an Ex-Territory Rights Agreement containing such terms.

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 [4.1 Upon ***] = 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 Noven shall so notify Licensee in writing. If Licensee provides a provide Endo written notice to Takeda during the [***] day period following Licensee’s receipt of such notice from Takeda (the “ROFN Reformulation Notice”). Endo shall have the exclusive option, beginning upon receipt of the Reformulation Notice, of entering into negotiations regarding a definitive agreement regarding the development of commercialization of such product (the “Reformulated Product”). Endo shall exercise such option by giving Noven notice of its exercise within *** days of receipt of the Reformulation Notice Period”from Noven. If Endo elects not to exercise such option within the initial *** -day time period, (a) indicating LicenseeEndo shall promptly provide Noven with notice acknowledging Endo’s interest in negotiating with Takeda failure to exercise such option, and (b) Noven shall not have any further obligation to Endo regarding Reformulated Product. If Endo does exercise such rights in such countryoption within the initial *** -day period, then the Parties shall promptly begin negotiating the terms of such transaction, and the terms under which Reformulated Product will exclusively negotiate be developed and commercialized. Such negotiations shall be based on the market, economic and other conditions in effect as of the time of such negotiations and without consideration to the License Agreement, including the payments previously made thereunder with respect to the Licensed Product. If, despite each Party’s good faith regarding efforts, the terms Parties are not able to reach agreement on and conditions under which Licensee might obtain rights do not execute such a definitive agreement within *** days from the date Endo exercises its option, Noven shall be free to seek Regulatory Approval for continue with the development and Commercializecommercialization of Reformulated Product without obligation to Endo; provided, TAK-385 Licensed Products in such country that, for a period of [*** months after the cessation of such negotiations, Noven shall not be permitted to enter into a commercialization or similar agreement relating to Reformulated Product with a third party unless such agreement contains both (i) ***] , and (ii) a ***. At least *** business days commencing upon Takedaprior to entering into a commercialization or similar agreement relating to Reformulated Product with a Third Party during such *** month period, Noven shall provide to Endo a certification with supporting documentation to evidence compliance with the provisions in the previous sentence. Endo shall be entitled as a matter of right to equitable relief, including injunction and specific performance, in any court of competent jurisdiction in the event of a breach by Noven of its obligations under this section. Endo’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 rights under this Section 3.7 (Right 4 shall be non-assignable, other than to an affiliate of First Negotiation) will terminate as to such country, and [***]Endo.

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 TakedaIn the event that, in its sole discretionduring the term of this Agreement, makes a final determination not the grant of license by COH to seek Regulatory Approval for or Commercialize TAK-385 Licensed Products in any country [***] = Portions set forth in the [***] Exclusive License shall expire, lapse or otherwise terminate in whole or in part (such expiration, lapse or termination being referred to as a “[***] Termination”), COH shall promptly notify Dicerna. Such notice shall include reasonable specificity as to the rights involved in such [***] Termination. Within [***] following Dicerna’s receipt of this exhibit have been omitted such notice, Dicerna shall notify COH whether Dicerna has an interest in securing for its own benefit the rights subject to such [***] Termination. If Dicerna timely notifies COH to such effect, during the [***] period following such notice the Parties shall in good faith negotiate the terms and filed separately conditions under which the rights involved shall be exclusively licensed to Dicerna. If Dicerna fails to timely notify COH, or if Dicerna so notifies COH but the Parties are unable to reach agreement during such [***] period, COH shall be free to exploit or dispose of the rights subject to such [***] Termination as it sees fit. During such [***] period, COH shall not [***]. ***Text 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 [***].Treatment Requested Under

Right of First Negotiation. If Takeda(a) Prior to Licensee negotiating a term sheet with any Third Party with respect to any grant of exclusive rights to develop or commercialize a Series A Product in a territory that would include [***], in its sole discretion, makes a final determination not to seek Regulatory Approval for or Commercialize TAK-385 Licensed Products in any country within [***] = Portions days after the availability of this exhibit have been omitted the final clinical study report containing the complete results 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 data for the [***] day period following Licensee’s receipt of in an Indication, Licensee shall deliver to Licensor a copy of, or otherwise provide Licensor reasonable access to, 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 clinical study report. For a period of [***] days commencing upon Takeda’s after receipt of such report, Licensor may elect, by delivery of 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 Licensee, to reach terms on exercise 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 Negotiationthe “Negotiation Right”) will terminate as to obtain exclusive Development and Commercialization rights to such country, and Series A Product in such Indication in [***]. If Licensor timely exercises the Negotiation Right, then (i) the Parties shall negotiate in good faith on an exclusive basis the grant of such rights to Licensor for a period of up to [***] days after such exercise (the “Negotiation Period”) regarding the terms and conditions of the [***] (it being understood that neither Party shall have any obligation to enter into a definitive agreement with respect thereto), and (ii) Licensee shall use reasonable efforts during the Negotiation Period to answer questions from Licensor about such Series A Product in such Indication (it being understood that such reasonable efforts shall not require Licensee to perform any additional research or development activities). If Licensor fails to timely exercise its Negotiation Right or the Parties fail to enter into a definitive agreement for the [***] before expiration of the Negotiation Period, then Licensor shall have no further rights, and Licensee shall have no further obligations, under this Section 3.2.

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 TakedaIn the event that Chimera and/or its Affiliates desires to collaborate with or grant a license or similar rights to any Third Party to research, Develop or Commercialize any Collaboration Compounds, Chimera shall notify GSK, in its sole discretionwriting prior to providing a term sheet to any Third Party for any such Collaboration Compound, makes and such notice shall set forth the structure and scope of such proposed transaction (a final determination “License Transaction”) and shall summarize the relevant data generated to date for such Collaboration Compound. GSK shall have the right, but not the obligation, to seek Regulatory Approval for or Commercialize TAK-385 Licensed Products in any country submit, [***] = Portions of this exhibit have been omitted following such notice from Chimera, a written offer to Chimera summarizing GSK’s key terms 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 writingconditions for such License Transaction. If Licensee provides such written offer is provided by GSK, the Parties will conduct non-exclusive, bona fide negotiations for a written notice to Takeda during the [***] day period following LicenseeChimera’s receipt of such notice written offer from Takeda (GSK, unless such period is extended by mutual written agreement of the “ROFN Notice Period”) indicating Licensee’s interest in negotiating Parties. Chimera shall have no obligation to accept the offer originally submitted by GSK or to accept any further offer which may be presented by GSK during the period of bona fide negotiations, or to enter into any License Transaction with Takeda regarding such rights in such countryGSK, 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 Commercializeprovided that, TAK-385 Licensed Products in such country for a period of [***] days commencing upon Takeda’s receipt after the period of such written notice from Licensee (the “ROFN Period”)bona fide negotiations Chimera shall not offer terms to a Third Party that are materially less favorable to Chimera than those last offered to GSK. 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 do not enter into a definitive agreement License Transaction 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 [***], then GSK’s rights under this Section 2.8(b)(i) will terminate with respect to such Collaboration Compounds.

Right of First Negotiation. If TakedaDuring the Term, in its sole discretion, makes a final determination not to seek if Licensor obtains Regulatory Approval for or Commercialize TAK-385 Licensed Products in any country (or if Regulatory Approval is not required, Commercializes or otherwise makes use of as part of the Manufacture or Commercialization in any country) for, or otherwise Controls any intellectual property relating to, any new formulations, upgrades, improvements or line extensions to a Licensed Product, including any new indications that are not Indications hereunder, (each a “Licensed Product Improvement”), then, if Licensor intends to enter into an Offered Product Transaction, Licensee will have the right to negotiate a definitive license agreement with respect to each Licensed Product Improvement in Japan on the terms set forth in this Section 2.8 (Right of First Negotiation). 2.8.1 On a product by product basis, in the event that Licensor or any of its Affiliates intends, directly or indirectly, to enter into any license, co-development, co-commercialization, co-promotion or any other arrangement or amendment to such arrangement, pursuant to which Licensor would grant to any Third Party any rights, or any option to Develop, Manufacture, Commercialize or otherwise Exploit one or more Licensed Product Improvements in the Field in Japan (the “Offered Product”), either under a new agreement or under an amendment to any then existing agreement with a Third Party (each an “Offered Product Transaction”), Licensee shall have the rights with respect to such Offered Product set forth in Sections 2.8.2 to 2.8.3 (the “Right of First Negotiation”). 2.8.2 Prior to entering into any discussions, negotiations, solicitations of interest or other interaction with any Third Party regarding an Offered Product Transaction (the “Prohibited Activities”) or entering into any Offered Product Transaction, Licensor shall provide notice to Licensee identifying the Offered Product (the “Licensee ROFN Trigger Notice”). If, within [***] = Portions Business Days following its receipt of this exhibit have been omitted and filed separately with a Licensee ROFN Trigger Notice (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“Licensee ROFN Negotiation Period”), then it shall so notify Licensee in writing. If Licensee provides a written notice to Takeda during Licensor exercising the Right of First Negotiation with respect to the Offered Product that is subject to the Licensee ROFN Trigger Notice (each such notice from Licensee to Licensor a “Licensee ROFN Negotiation Notice”) then, from the period commencing on the date of Licensor’s receipt of the Licensee ROFN Negotiation Notice and ending on the [***] day thereafter, or such longer period following Licensee’s receipt of such notice from Takeda as agreed to by the Parties (the “ROFN Notice Negotiation Period”) indicating Licensee’s interest in negotiating with Takeda regarding such rights in such country), then the Parties will Licensee and Licensor shall exclusively negotiate in good faith the terms of a definitive license agreement (or at the Parties’ election, an amendment to this Agreement) pursuant to which Licensor would grant Licensee the right to Develop and Commercialize the applicable Offered Product in the Field in Japan. Licensor may not engage in any Prohibited Activities regarding the terms and conditions under which Licensee might obtain applicable Offered Product during the Negotiation Period but may, for the avoidance of doubt, engage in discussions regarding the grant of rights to seek Regulatory Approval for and Commercialize, TAK-385 Licensed Products the Offered Product outside of Japan or outside of the Field in such country for a period of [***] days commencing upon Takeda’s receipt of such written notice from Licensee (the “ROFN Period”)Japan. 2.8.3 If (a) Licensee does not deliver notice a Licensee ROFN Negotiation Notice to Takeda Licensor during the applicable Licensee ROFN Notice Negotiation Period indicating its interest in negotiating with Takeda or (b) Licensee delivers a Licensee ROFN Negotiation Notice to Licensor during the applicable Licensee ROFN Negotiation Period, but the Parties are unable fail to reach terms on enter into a definitive license agreement during the ROFN Period, then in either case ((a) or (bamendment to this Agreement)), Licensee’s right of first negotiation under this Section 3.7 (Right of First Negotiation) will terminate as to such country, and [***].