Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. For a period beginning on November 1, 2013 and lasting through July 1, 2014, Medtronic will have a Right of First Negotiation (“ROFN”) with respect to an NKA Transaction. Accordingly, before entering into an NKA Transaction with any third party, Tengion shall notify Medtronic in writing that it may pursue such a potential NKA Transaction and Medtronic shall have ten (10) days from the receipt of such notice to provide Tengion written notice that it desires to enter into good faith negotiations with Tengion regarding an NKA Transaction (the “ROFN Option”). If Medtronic does not provide written notice that it is exercising its ROFN Option within such ten (10) day period, then Tengion shall have no further obligation with respect to the ROFN Option and shall be free to negotiate and enter into any NKA transaction with any third party. If Medtronic properly exercises the ROFN Option as described above, then the Parties shall negotiate exclusively, reasonably and in good faith concerning the terms of the NKA Transaction for a period of forty-five (45) days. If the parties do not execute and deliver an agreement with respect to the NKA Transaction within such forty-five (45) day period, then Tengion shall be free to negotiate and enter into any NKA Transaction with any third party; provided that if such third party transaction is, when taken as a whole, materially and substantially less favorable to Tengion than the terms last offered to Tengion by Medtronic, then Tengion will provide written notice describing and offering Medtronic such NKA Transaction for a period of ten (10) days (after Medtronic’s receipt of such notice) before entering such NKA Transaction with a third party. If Medtronic elects to pursue such NKA Transaction, it shall deliver written notice to Tengion within such 10-day period, and the parties will proceed to negotiate and finalize definitive agreements. (For avoidance of doubt, the rights and obligations described in this Section 2 shall apply to any notice of Tengion’s intent to pursue an NKA Transaction delivered during the period described in the first sentence of this Section 2, notwithstanding the fact that the 10-day and 45-day periods described herein may exceed the same.)

Right of First Negotiation. For Isis will notify Alnylam in writing once (i) Isis, on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a period beginning Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on November 1, 2013 and lasting through July 1, 2014, Medtronic an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have a Right of First Negotiation (“ROFN”) with respect to an NKA Transaction. Accordingly, before entering into an NKA Transaction with any third party, Tengion shall notify Medtronic in writing that it may pursue such a potential NKA Transaction and Medtronic shall have ten (10) [***] days from the receipt of such notice to provide Tengion written notice that it desires notify Isis in writing whether or not Alnylam wishes to enter into good faith negotiations negotiate with Tengion Isis regarding an NKA Transaction (the “ROFN Option”)development and/or commercialization of such Isis Product. If Medtronic does not provide written Alnylam fails to respond to Isis’ notice that it is exercising within the [***] days or if Alnylam declines in writing to exercise its ROFN Option within such ten (10) day periodright of first negotiation, then Tengion shall have no further obligation with respect to the ROFN Option and shall Isis will be free to negotiate develop and enter into any NKA transaction commercialize (either on its own or with any third partya Third Party) the Isis Product. If Medtronic properly exercises the ROFN Option as described aboveAlnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, then the Parties shall will negotiate exclusively, reasonably and in good faith concerning the terms of the NKA Transaction for a period of forty-five (45) dayslicense or collaboration agreement. If the parties If, despite good faith negotiations, Alnylam and Isis do not execute and deliver an reach agreement with respect to the NKA Transaction within such forty-five (45) day period[***] days from Alnylam’s exercise of its right of first negotiation, then Tengion shall Isis will be free to negotiate develop and enter into any NKA Transaction commercialize (either on its own or with any third partya Third Party) the Isis Product; provided that if during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such third party transaction is, when taken as a whole, Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially and substantially less more favorable to Tengion the Third Party than the terms last on which Isis most recently offered in writing to Tengion by Medtronic, then Tengion will provide written notice describing and grant such rights to Alnylam without first offering Medtronic such NKA Transaction for a period of ten (10) days (after Medtronic’s receipt of such notice) before entering such NKA Transaction with a third party. If Medtronic elects the More Favorable Terms to pursue such NKA Transaction, it shall deliver written notice to Tengion within such 10-day period, and the parties will proceed to negotiate and finalize definitive agreements. (For avoidance of doubt, the rights and obligations described in this Section 2 shall apply to any notice of Tengion’s intent to pursue an NKA Transaction delivered during the period described in the first sentence of this Section 2, notwithstanding the fact that the 10-day and 45-day periods described herein may exceed the sameAlnylam.)

Right of First Negotiation. For Licensee hereby grants to Novan a period beginning on November 1right of first negotiation during the New Nitric Oxide Period, 2013 and lasting through July 1as set forth below in this Section 2.8, 2014, Medtronic will have a Right of First Negotiation (“ROFN”) with respect to an NKA TransactionNew Device IP. AccordinglyDuring the New Nitric Oxide Period, before entering into an NKA Transaction with if Licensee or any third partyof its Affiliates [***] to sell, Tengion shall out-license or otherwise grant rights in or to any New Device IP for use in any portion or all of the Novan Retained Field (a “ROFN Opportunity”), then Licensee will notify Medtronic Novan in writing that it may of its intent to pursue such a potential NKA Transaction ROFN Opportunity. At the request of Novan, Licensee will [***] [***] Certain information in this document has been omitted and Medtronic shall have ten filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. [***] and available to Licensee. Within [***] (10[***]) days from the of Novan’s receipt of such notice the written notice, Novan will respond to provide Tengion written notice that it desires Licensee in writing regarding Novan’s interest in the ROFN Opportunity. If Novan indicates interest in pursuing the ROFN Opportunity, then the Parties will negotiate in good faith for a period of at least [***] ([***]) days to enter into good faith negotiations with Tengion a definitive agreement regarding an NKA Transaction such ROFN Opportunity. If, (i) Novan indicates no interest in the “ROFN Option”). If Medtronic Opportunity or does not provide written respond to Licensee’s notice that it is exercising its of the ROFN Option Opportunity within such ten [***] (10[***]) day period, or (ii) Novan and Licensee do not enter into a definitive agreement within such [***] ([***]) day period, then Tengion shall Licensee will be free to pursue the ROFN Opportunity (including in the [***]) and will be deemed to have no further obligation discharged its obligations under this Section 2.8 in full with respect to such ROFN Opportunity; provided, however, that if at the ROFN Option and shall be free to negotiate and enter into any NKA transaction with any third party. If Medtronic properly exercises the ROFN Option as described above, then end of such [***] ([***]) day period the Parties shall negotiate exclusively, reasonably and in good faith concerning are actively negotiating the terms of the NKA Transaction for a period of forty-five definitive agreement, then such [***] (45) days. If the parties do not execute and deliver an agreement with respect to the NKA Transaction within such forty-five (45[***]) day periodperiod may be extended to a mutually acceptable time by the Parties in writing. For clarity, then Tengion shall be free to negotiate and enter into any NKA Transaction with any third party; provided that if such third party transaction is, when taken as a whole, materially and substantially less favorable to Tengion than the terms last offered to Tengion by Medtronic, then Tengion will provide written notice describing and offering Medtronic such NKA Transaction for a period of ten (10) days (after Medtronic’s receipt of such notice) before entering such NKA Transaction with a third party. If Medtronic elects to pursue such NKA Transaction, it shall deliver written notice to Tengion within such 10-day period, and the parties will proceed to negotiate and finalize definitive agreements. (For avoidance of doubt, the rights and obligations described nothing in this Section 2 2.8 shall apply to be construed as a license or other grant of rights by Novan under any notice of Tengion’s intent to pursue an NKA Transaction delivered during the period described Novan Patents or Novan Know-How, including in the first sentence of this Section 2, notwithstanding the fact that the 10-day and 45-day periods described herein may exceed the sameNovan Retained Field.)

Right of First Negotiation. If TESARO seeks to grant a sublicense (an “Out-License”) under the Licensed Patents or Licensed Know-How to a Third Party for development and/or commercialization of any Product, then TESARO will 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 (i.e., field and territory) of the Out-License (a “Transaction Notice”). If AMGEN desires to evaluate such Out-License, then AMGEN will notify TESARO within * days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after TESARO’s receipt of a Negotiation Notice, TESARO will provide AMGEN with a confidential summary of the Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that AMGEN may reasonably request), which Summary shall be deemed to be Confidential Information of TESARO under this Agreement. For * days following AMGEN’s receipt of a period beginning on November 1Summary (the “Exclusivity Period”), 2013 and lasting through July 1, 2014, Medtronic AMGEN will have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from TESARO. If AMGEN (a) does not deliver a Negotiation Notice to TESARO within the applicable * day period, (b) does not deliver to TESARO a written proposal for the terms of an Out-License to AMGEN during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then AMGEN shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation (“ROFN”Negotiation) with respect to an NKA Transaction. Accordingly, before entering into an NKA such Product (but solely to the extent as proposed in such Transaction with any third party, Tengion shall notify Medtronic in writing that it may pursue such a potential NKA Transaction and Medtronic shall have ten (10) days from the receipt of such notice to provide Tengion written notice that it desires to enter into good faith negotiations with Tengion regarding an NKA Transaction (the “ROFN Option”Notice). If Medtronic does AMGEN and TESARO do not provide written notice that it is exercising its ROFN Option mutually agree on the terms of an Out-License to AMGEN within such ten (10) day periodthe Exclusivity Period, then Tengion shall have no further obligation with respect to the ROFN Option and shall TESARO will be free to negotiate and enter into any NKA transaction an Out-License for such Product with any third party. If Medtronic properly exercises the ROFN Option as described aboveThird Party, then the Parties shall negotiate exclusively, reasonably and in good faith concerning subject to the terms of Section 2.2 (Sublicenses); provided, however, that TESARO would not be entitled to subsequently grant development or commercialization rights to a Third Party on financial and commercial terms less favorable, in the NKA Transaction for a period of forty-five (45) days. If the parties do not execute and deliver an agreement with respect aggregate, to the NKA Transaction within such forty-five (45) day period, then Tengion shall be free to negotiate and enter into any NKA Transaction with any third party; provided that if such third party transaction is, when taken as a whole, materially and substantially less favorable to Tengion TESARO than the terms those last offered to Tengion by Medtronic, then Tengion will provide written notice describing and offering Medtronic such NKA Transaction for a period of ten (10) days (after Medtronic’s receipt of such notice) before entering such NKA Transaction AMGEN or with a third party. If Medtronic elects to pursue such NKA Transaction, it shall deliver written notice to Tengion within such 10-day period, and the parties will proceed to negotiate and finalize definitive agreements. (For avoidance of doubt, the rights and obligations described in this Section 2 shall apply to any notice of Tengion’s intent to pursue an NKA Transaction delivered during the period described broader scope than as set forth in the first sentence Transaction Notice. For the sake of this Section 2clarity, notwithstanding an Out-License shall not include the fact that grant of a sublicense to a contract manufacturer or a contract research organization solely for the 10-day and 45-day periods described herein may exceed the samepurpose of manufacturing or developing Products for TESARO or to a Third Party distributor selling finished Product purchased from TESARO.)

Right of First Negotiation. For a period beginning on November 1In the event that any New Technology arises during [***], 2013 and lasting through July 1, 2014, Medtronic Vertex will have an exclusive right of first negotiation for such New Technology in accordance with this Section 4.4, such right to be exercised on a Right New Technology-by-New Technology basis and on a Vertex Disease-by-Vertex Disease basis. Company will provide written notice to Vertex of First Negotiation New Technology, which notice shall include a reasonably detailed description of such New Technology, within [***] after (“ROFN”a) with respect to an NKA Transactioninternally-developed New Technology, the earlier of [***], and (b) with respect to New Technology for which rights are acquired or licensed from a Third Party, [***] (a “ROFN Notice”). AccordinglyVertex will have a period of [***] from the date of receipt of such ROFN Notice (or, before entering into an NKA Transaction with any third party, Tengion shall [***]) to notify Medtronic Company in writing that it may pursue Vertex desires to enter into negotiations with Company for the New Technology identified in the applicable ROFN Notice. If Vertex so notifies Company during such a potential NKA Transaction and Medtronic shall have ten (10) days from [***], then, for the period commencing upon Company’s receipt of such notice from Vertex and continuing until [***] thereafter, such [***] period to provide Tengion be extendable by mutual written notice that it desires to enter into agreement, the Parties will negotiate exclusively in good faith negotiations with Tengion regarding an NKA Transaction the terms (the “ROFN Option”)including financial terms) on which Company would grant a license to such New Technology to Vertex. If Medtronic does not provide written notice that it is exercising its ROFN Option Company and Vertex agree on such terms within such ten (10) day period[***]-period, then Tengion shall have no further obligation such New Technology will be included as Licensed Technology hereunder, and subject to the terms and conditions of this Agreement and a written agreement (which may be in the form of an amendment to this Agreement) with respect to the ROFN Option new financial terms and shall any other additional terms negotiated between Company and Vertex which will be applicable to the license of such New Technology to Vertex by Company. If Company and Vertex are unable to agree on such terms within such [***]-period (as extended, as applicable), then Company will be free to negotiate and continue the internal development of such New Technology, or to enter into negotiations with a Third Party with respect to such new Technology (as applicable), provided that [***]. For the avoidance of doubt, Vertex shall have a right of first negotiation, as set forth in this Section 4.4, with respect to any NKA transaction with New Technology that arises during the Term, regardless of [***]. For the avoidance of doubt, nothing in this Section 4.4 shall limit the restrictions set forth in Section 4.7.1. Further, unless otherwise agreed to in writing by the Parties, any third party. If Medtronic properly exercises the ROFN Option as described above, then the Parties shall negotiate exclusively, reasonably and in good faith concerning the terms of the NKA Transaction for a period of forty-five new agreement (45or amendment to this Agreement) days. If the parties do not execute and deliver an agreement entered into with respect to the NKA Transaction within such forty-five (45) day period, then Tengion license of New Technology pursuant to this Section 4.4 shall be free limited to negotiate and enter into any NKA Transaction with any third party; provided that if such third party transaction isthe Field. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, when taken as a wholeMARKED BY BRACKETS, materially and substantially less favorable to Tengion than the terms last offered to Tengion by Medtronic, then Tengion will provide written notice describing and offering Medtronic such NKA Transaction for a period of ten HAS BEEN OMITTED BECAUSE IT IS BOTH (10I) days NOT MATERIAL AND (after Medtronic’s receipt of such noticeII) before entering such NKA Transaction with a third party. If Medtronic elects to pursue such NKA Transaction, it shall deliver written notice to Tengion within such 10-day period, and the parties will proceed to negotiate and finalize definitive agreements. (For avoidance of doubt, the rights and obligations described in this Section 2 shall apply to any notice of Tengion’s intent to pursue an NKA Transaction delivered during the period described in the first sentence of this Section 2, notwithstanding the fact that the 10-day and 45-day periods described herein may exceed the sameIS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.)

Right of First Negotiation. For a period beginning on November 1If, 2013 and lasting through July 1at any time during the Term, 2014Genzyme desires to grant any Third Party rights to Develop and/or Commercialize one or more Global Licensed Product(s) in the Field in any portion of the Licensed Territory (excluding customary distribution arrangements entered into in the ordinary course of business by Genzyme), Medtronic will have a Right of First Negotiation (“ROFN”) with respect to an NKA Transaction. Accordingly, before entering into an NKA Transaction with any third party, Tengion Genzyme shall notify Medtronic Alnylam in writing of its intent. Alnylam shall have [***] days from receipt of such written notice to notify Genzyme in writing as to whether Alnylam desires to negotiate for such rights in such territory, and if Alnylam so notifies Genzyme that it may pursue does desire to negotiate for such a potential NKA Transaction and Medtronic rights in such territory, Alnylam shall have ten (10) the exclusive right for [***] days from the receipt date of such notice notification to provide Tengion 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. GLOBAL LICENSE TERMS Genzyme to negotiate with Genzyme and to make one or more written notice that it desires non-binding offers to Genzyme concerning the acquisition of such rights in such territory by Alnylam. Alnylam shall have the exclusive right for [***] days (or such longer period as may be mutually agreed by the Parties) after such [***] day period, to finalize and enter into good faith negotiations a definitive agreement with Tengion regarding an NKA Transaction (the “ROFN Option”). If Medtronic Genzyme for such rights in such territory, provided that if either Alnylam does not provide such written notice that it is exercising its ROFN Option within such ten (10) [***] day period or Alnylam does provide such written non-binding offer within such subsequent [***] day period, then Tengion shall have no further obligation with respect to or Alnylam provides such notice of interest and such written offer but for any reason Genzyme and Alnylam do not enter into a definitive agreement within the ROFN Option and [***] day negotiation period, Genzyme shall be free to negotiate and enter into any NKA transaction an agreement with any third partya Third Party(ies) relating to such rights in such territory, without further obligation to Alnylam. If Medtronic properly exercises Genzyme shall not, during the ROFN Option as exclusive [***] and [***] day negotiating periods described above, then the Parties shall enter into discussions, exchange information, or otherwise negotiate exclusively, reasonably and in good faith concerning the terms of the NKA Transaction for a period of forty-five (45) days. If the parties do not execute and deliver with any Third Party with respect to an agreement with respect to the NKA Transaction Development and/or Commercialization of the applicable Global Licensed Product(s) in the Field in the Licensed Territory. Notwithstanding the foregoing, during the period of [***] months after the termination of any such negotiation that does not result in a definitive agreement between Alnylam and Genzyme, Genzyme shall not enter into a transaction with respect to such rights in such territory with any Third Party on terms that are, in the aggregate, materially more favorable to the Third Party than the last terms offered in writing by Alnylam to Genzyme unless Genzyme first re-offers such transaction to Alnylam on such more favorable terms and Alnylam does not accept such offer and enter into such transaction with Genzyme within [***] days after such fortyre-five (45) day periodoffer. For clarity, then Tengion prior to the exclusive negotiating periods described above, Genzyme shall be free to negotiate engage in discussions and exchange information with Third Parties with respect to the applicable Global Licensed Product(s) rights, but shall not enter into any NKA Transaction binding agreement with any third party; provided that if Third Party with respect to such third party transaction is, when taken as a whole, materially and substantially less favorable to Tengion than the terms last offered to Tengion by Medtronic, then Tengion will provide written notice describing and offering Medtronic such NKA Transaction for a period of ten (10) days (after Medtronic’s receipt of such notice) before entering such NKA Transaction with a third party. If Medtronic elects to pursue such NKA Transaction, it shall deliver written notice to Tengion within such 10-day period, and the parties will proceed to negotiate and finalize definitive agreements. (For avoidance of doubt, the rights and obligations described in this Section 2 shall apply to any notice of Tengion’s intent to pursue an NKA Transaction delivered during the period described in the first sentence of this Section 2, notwithstanding the fact that the 10-day and 45-day periods described herein may exceed the samerights.)

Right of First Negotiation. For a period beginning on November 1, 2013 and lasting through July 1, 2014, Medtronic Biogen Idec will have [***] from its receipt of PTI’s Sale Notice to determine whether it wishes to enter into negotiations with PTI (i) in the case of a Right Change of First Negotiation Control, to purchase such controlling interest in PTI, and (“ROFN”ii) with respect in the case of a Program Sale, to an NKA Transactionpurchase the applicable assets. Accordingly, before entering into an NKA Transaction with any third party, Tengion shall notify Medtronic If Biogen Idec notifies PTI in writing that it may pursue such a potential NKA Transaction and Medtronic shall have ten (10) days from the receipt of such notice to provide Tengion written notice that it desires would like to enter into good faith negotiations with Tengion regarding an NKA Transaction as provided in clauses (the “ROFN Option”i) or (ii) of this Section 13.1(b). If Medtronic does not provide written notice that it is exercising its ROFN Option within such ten (10) day period, then Tengion shall have no further obligation with respect to the ROFN Option and shall be free to negotiate and enter into any NKA transaction with any third party. If Medtronic properly exercises the ROFN Option as described above, then the Parties shall will negotiate exclusively, reasonably and in good faith concerning the terms of the NKA Transaction for a period of forty-five up to [***] following the date of Biogen Idec’s written notice to enter into a definitive agreement (45) daysthe “Negotiation Period”). During the first [***] of the Negotiation Period, PTI will negotiate exclusively with Biogen Idec (and, for the avoidance of doubt, PTI may negotiate with Third Parties as well for the remaining [***] of the Negotiation Period). If the parties do Parties are able to enter into such an agreement, then the Parties’ respective rights and obligations will be as set forth in such agreement. If (a) Biogen Idec informs PTI that it does not execute and deliver wish to enter into negotiations with PTI as provided in clauses (i) or (ii) of this Section 13.1(b), (b) Biogen Idec fails to provide such notice that it wishes to enter into negotiations with PTI as provided in clauses (i) or (ii) of this Section 13.1(b) within the required [***] period, or (c) Biogen Idec provides notice that it wishes to enter into negotiations with PTI as provided in clauses (i) or (ii) of this Section 13.1(b) within the required [***] period, but the Parties fail to 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 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. come to agreement on such an agreement within the Negotiation Period, in each case, PTI will have no further obligations to Biogen Idec with respect regard to the NKA Transaction within such forty-five (45) day period, then Tengion shall be free to negotiate and Change of Control or Program Sale; except that PTI may not enter into any NKA Transaction with any third party; provided a Program Sale on terms that if such third party transaction is, when taken as a whole, are materially and substantially less favorable to Tengion PTI in the aggregate than the terms last those offered to Tengion by Medtronic, then Tengion will provide written notice describing and offering Medtronic such NKA Transaction Biogen Idec in its final offer for a period of ten [***] following the Negotiation Period. Additionally, (10A) days (after Medtronic’s receipt of such notice) before entering such NKA Transaction if PTI is not able to enter into a definitive agreement with a third party. If Medtronic elects Third Party regarding a Program Sale that meets the requirements of this Section 13.1(b) within a period of [***] following the Negotiation Period, then Biogen Idec’s rights under this Section 13.1(b) will reset with respect to pursue such NKA Transactiona Program Sale and PTI will be required to provide a new Sale Notice regarding any subsequent proposed Program Sale and (B) if PTI is not able to enter into a definitive agreement with a Third Party regarding a Change of Control that meets the requirements of this Section 13.1(b) within a period of [***] following the Negotiation Period, it shall deliver written notice then Biogen Idec’s rights under this Section 13.1(b) will reset with respect to Tengion within such 10-day perioda Change of Control, and PTI will be required to provide a new Sale Notice regarding any subsequent proposed Change of Control. For the parties will proceed to negotiate and finalize definitive agreements. (For avoidance of doubt, the rights paragraphs (a) and obligations described in this Section 2 shall apply to any notice of Tengion’s intent to pursue an NKA Transaction delivered during the period described in the first sentence (b) of this Section 13.1 will terminate and be of no further force and effect following the first to occur of (x) a Program Sale with a Third Party that is consummated in accordance with the terms and conditions of this Section 13.1 or (y) a Change of Control with a Third Party that is consummated in accordance with the terms and conditions of this Section 13.1. Additionally, paragraphs (a) and (b) of this Section 13.1 will terminate with respect to a Change of Control, but not a Program Sale, upon the consummation of (1) a public offering of the Common Stock of PTI or (2) any other transaction or series of transactions in which PTI, notwithstanding or an entity with which PTI merges, becomes or is a public reporting company, or the fact wholly-owned subsidiary of a public reporting company, pursuant to the Securities Exchange Act of 1934, as amended, or becomes or is a listed company on a non-U.S. exchange, or the wholly-owned subsidiary of a listed company on a non-U.S. exchange (in each case excluding a transaction that is a Change of Control, which is addressed in the 10-day and 45-day periods described herein may exceed the samepreceding sentence).)

Right of First Negotiation. For Licensee hereby grants to Novan a period beginning on November 1right of first negotiation during the New Nitric Oxide Period, 2013 and lasting through July 1as set forth below in this Section 2.8, 2014, Medtronic will have a Right of First Negotiation (“ROFN”) with respect to an NKA TransactionNew Device IP. AccordinglyDuring the New Nitric Oxide Period, before entering into an NKA Transaction with if Licensee or any third partyof its Affiliates [***] to sell, Tengion shall out-license or otherwise grant rights in or to any New Device IP for use in any portion or all of the Novan Retained Field (a “ROFN Opportunity”), then Licensee will notify Medtronic Novan in writing that it may of its intent to pursue such a potential NKA Transaction ROFN Opportunity. At the request of Xxxxx, Licensee will [***] [***] and Medtronic shall have ten available to Licensee. Within [***] (10[***]) days from the of Xxxxx’s receipt of such notice the written notice, Novan will respond to provide Tengion written notice that it desires Licensee in writing regarding Xxxxx’s interest in the ROFN Opportunity. If Novan indicates interest in pursuing the ROFN Opportunity, then the Parties will negotiate in good faith for a period of at least [***] ([***]) days to enter into good faith negotiations with Tengion a definitive agreement regarding an NKA Transaction such ROFN Opportunity. If, (i) Novan indicates no interest in the “ROFN Option”). If Medtronic Opportunity or does not provide written respond to Licensee’s notice that it is exercising its of the ROFN Option Opportunity within such ten [***] (10[***]) day period, or (ii) Novan and Licensee do not enter into a definitive agreement within such [***] ([***]) day period, then Tengion shall Licensee will be free to pursue the ROFN Opportunity (including in the [***]) and will be deemed to have no further obligation discharged its obligations under this Section 2.8 in full with respect to such ROFN Opportunity; provided, however, that if at the ROFN Option and shall be free to negotiate and enter into any NKA transaction with any third party. If Medtronic properly exercises the ROFN Option as described above, then end of such [***] ([***]) day period the Parties shall negotiate exclusively, reasonably and in good faith concerning are actively negotiating the terms of the NKA Transaction for a period of forty-five definitive agreement, then such [***] (45) days. If the parties do not execute and deliver an agreement with respect to the NKA Transaction within such forty-five (45[***]) day periodperiod may be extended to a mutually acceptable time by the Parties in writing. For clarity, then Tengion shall be free to negotiate and enter into any NKA Transaction with any third party; provided that if such third party transaction is, when taken as a whole, materially and substantially less favorable to Tengion than the terms last offered to Tengion by Medtronic, then Tengion will provide written notice describing and offering Medtronic such NKA Transaction for a period of ten (10) days (after Medtronic’s receipt of such notice) before entering such NKA Transaction with a third party. If Medtronic elects to pursue such NKA Transaction, it shall deliver written notice to Tengion within such 10-day period, and the parties will proceed to negotiate and finalize definitive agreements. (For avoidance of doubt, the rights and obligations described nothing in this Section 2 2.8 shall apply to be construed as a license or other grant of rights by Novan under any notice of Tengion’s intent to pursue an NKA Transaction delivered during the period described Novan Patents or Novan Know-How, including in the first sentence of this Section 2, notwithstanding the fact that the 10-day and 45-day periods described herein may exceed the sameNovan Retained Field.)

Right of First Negotiation. For a period beginning on November 1, 2013 and lasting through July 1, 2014, Medtronic will have a Right (a) Application for 12-5 Status; PRC ROFN. BeiGene shall apply for national priority project status in the PRC Territory under the twelfth or thirteenth five-year plan of First Negotiation the People’s Republic of China (“ROFN12-5 Status”) for its BGB-290 PARP Program. Provided that the BGB-290 PARP Program receives 12-5 Status within twenty-four (24) months after the Effective Date, then BeiGene shall retain the right to Commercialize Product in the PRC Territory, and Company shall have the first right to negotiate with BeiGene with respect to an NKA Transactionrights under the Beigene Technology to research, Develop, and Manufacture and Commercialize Collaboration Compound and Product in the PRC Territory as set forth in this Section 2.3 (the “PRC ROFN”). AccordinglyPrior to BeiGene negotiating with or entertaining offers from a Third Party with respect to any such rights, before entering into an NKA Transaction BeiGene shall first notify Company and shall negotiate solely and in good faith with any third partyCompany to grant Company a license to Develop, Tengion shall notify Medtronic Manufacture and Commercialize Collaboration Compound and Product in writing that it may pursue such the PRC Territory for a potential NKA Transaction period commencing with the date Company receives notice from BeiGene and Medtronic shall have ten expiring [...***...] (10[...***...]) days from the receipt of such notice to provide Tengion written notice that it desires to enter into good faith negotiations with Tengion regarding an NKA Transaction thereafter (the “ROFN OptionPeriod”). If Medtronic does not provide written notice that it is exercising its ROFN Option the Parties are unable to agree on substantive terms within such ten (10) day period, then Tengion shall have no further obligation with respect to the ROFN Option Period, Company shall promptly reduce to writing its last offer to BeiGene and provide such writing to BeiGene, and BeiGene shall be free to negotiate and enter into any NKA transaction an agreement with any third partya Third Party for the acquisition of such rights in the PRC Territory by such Third Party, provided that (i) the financial terms of such agreement shall be more favorable to BeiGene in the aggregate by at least [...***...] ([...***...]) of the aggregate of those financial terms last offered by Company and (ii) *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the Securities Exchange Commission. If Medtronic properly exercises such agreement is entered into within the period commencing with the expiration of the ROFN Option as described above, then Period and expiring [...***...] thereafter (the Parties “Unrestricted Period”). BeiGene shall negotiate exclusively, reasonably and in good faith concerning not be permitted to disclose the terms of the NKA Transaction for a period of forty-five (45) days. If the parties do not execute and deliver an agreement with respect to the NKA Transaction within such forty-five (45) day period, then Tengion shall be free to negotiate and enter into any NKA Transaction with any third party; provided that if such third party transaction is, when taken as a whole, materially and substantially less favorable to Tengion than the terms last offered to Tengion by Medtronic, then Tengion will provide written notice describing and offering Medtronic such NKA Transaction for a period of ten (10) days (after MedtronicCompany’s receipt of such notice) before entering such NKA Transaction with a third party. If Medtronic elects to pursue such NKA Transaction, it shall deliver written notice to Tengion within such 10-day period, and the parties will proceed to negotiate and finalize definitive agreements. (For avoidance of doubt, the rights and obligations described in this Section 2 shall apply offer to any notice of Tengion’s intent to pursue an NKA Transaction delivered during the period described in the first sentence of this Section 2, notwithstanding the fact that the 10-day and 45-day periods described herein may exceed the sameThird Party.)

Right of First Negotiation. For a period beginning on November 1of four (4) years after the Closing Date, 2013 if Seller, any of its Subsidiaries or any of Seller's other Affiliates develops or obtains any rights to any substance or formulation of any substance which, directly or indirectly, has any application for the treatment, prevention and/or diagnosis of any disease, disorder and/or condition of the eye, in humans or in animals (an "Ophthalmic Application") and lasting through July 1the Seller subsequently seeks to license, 2014sell or otherwise enter into any agreement, Medtronic will have including without limitation, a Right joint development, commercialization or marketing agreement or other strategic partnership or relationship with any Unrelated Person (each a "Strategic Transaction") relating to the Ophthalmic Application of such substance or formulation of such substance, Seller shall promptly deliver written notice thereof to Buyer, which notice shall contain sufficient detail to enable Buyer to make an informed decision about whether it would be interested in negotiating with Buyer to obtain rights to such Ophthalmic Application (the "First Negotiation Notice"). If Buyer shall, within sixty (“ROFN”) with respect to an NKA Transaction. Accordingly, before entering into an NKA Transaction with any third party, Tengion shall notify Medtronic in writing that it may pursue such a potential NKA Transaction and Medtronic shall have ten (1060) days from the after its receipt of such the First Negotiation Notice, provide written notice to provide Tengion written notice Seller that it desires to enter into negotiate rights to the Ophthalmic Application ("Buyer's Interest Notice"), Seller shall promptly commence negotiations with Buyer in good faith negotiations with Tengion regarding an NKA Transaction (the “ROFN Option”). If Medtronic does not provide written notice that it is exercising its ROFN Option within such ten (10) day period, then Tengion shall have no further obligation with respect to the ROFN Option and licensing, sale or other development, commercialization or marketing of such Ophthalmic Application (the "Good Faith Negotiations"). Seller shall be free to negotiate and not inform, provide information to, or enter into any NKA transaction discussions or negotiations with any third party. If Medtronic properly exercises Person about such Ophthalmic Application at any time prior to the ROFN Option as described above, then the Parties shall negotiate exclusively, reasonably and in good faith concerning the terms later of (i) Seller's failure to receive Buyer's Interest Notice within sixty (60) days after Buyer's receipt of the NKA Transaction for First Negotiation Notice, (ii) ninety (90) days after Seller's receipt of Buyer's Interest Notice if Seller shall promptly have commenced and continued the Good Faith Negotiations (the "90 Day Period"), and (iii) one hundred and twenty (120) days after Seller shall have commenced and continued the Good Faith Negotiations if Seller did not commence and continue the Good Faith Negotiations promptly after Seller's receipt of Buyer's Interest Notice (the "120 Day Period"). If, at the end of the 90 Day Period or the 120 Day Period, as applicable, Seller and Buyer shall not have entered into a period of forty-five (45) days. If the parties do not execute and deliver an definitive agreement with respect to the NKA Transaction within such forty-five (45) day periodOphthalmic Application, then Tengion Seller shall be free have the right to negotiate and inform, provide information to, or enter into any NKA Transaction discussions or negotiations with any third partyPerson about one or more types of Strategic Transactions relating to such Ophthalmic Application, and there shall be no further rights of first negotiation hereunder with respect to such Ophthalmic Application, even at later stages of development of such substance or the formulation of such substance; provided that if such third party transaction isprovided, when taken as a wholehowever, materially and substantially less favorable Seller shall not disclose to Tengion than any Person the terms last offered to Tengion by Medtronicor existence of any proposal which Seller and Buyer were discussing during the 90 Day Period or 120 Day Period, then Tengion will provide written notice describing and offering Medtronic such NKA Transaction for a period of ten (10) days (after Medtronic’s receipt of such notice) before entering such NKA Transaction with a third partyas applicable. If Medtronic elects to pursue such NKA Transaction, it shall deliver written notice to Tengion within such 10-day period, and Notwithstanding the parties will proceed to negotiate and finalize definitive agreements. (For avoidance of doubtforegoing, the rights and obligations described in this Section 2 right of first negotiation set forth herein shall not apply to any notice Ophthalmic Application of Tengion’s intent an Affiliate of Seller that becomes an Affiliate by virtue of a transaction in which such Affiliate obtains control over Seller (a "Parent Affiliate"), except to pursue an NKA Transaction delivered during the period described in extent that (x) such Ophthalmic Application relates to any substance or formulation that was owned or licensed by Seller or its Subsidiaries or any other Affiliate of Seller controlled by Seller prior to the acquisition of Seller by a Parent Affiliate and (y) Buyer was not previously afforded the right of first sentence of this Section 2, notwithstanding the fact that the 10-day and 45-day periods described herein may exceed the samenegotiation with respect to such Ophthalmic Application.)

Right of First Negotiation. For With respect to any RTI-Developed New Allograft, MSD shall give notice to RTI [*****] days after notice of the existence of such RTI-Developed New Allograft as to whether MSD intends to exercise its right of first negotiation for the RTI-Developed New Allograft as set forth in this Section 6.3(d)(i). Any RTI-Developed New Allograft for which MSD elects to exercise its right of first negotiation shall be referred to herein as a period beginning on November 1, 2013 and lasting through July 1, 2014, Medtronic will have a “Right of First Negotiation (Refusal Allograft.” Any RTI-Developed New Allograft for which MSD elects not to exercise its right of first negotiation shall be referred to herein as a “ROFN”) with Rejected Allograft.” With respect to an NKA Transaction. Accordinglyeach Right of First Refusal Allograft, before entering into an NKA Transaction with any third party, Tengion shall notify Medtronic in writing that it may pursue such a potential NKA Transaction and Medtronic MSD shall have ten (10) days from the receipt a right for a period of such notice to provide Tengion written notice that it desires to enter into [*****] after good faith negotiations begin, to agree with Tengion regarding an NKA Transaction (RTI on the “ROFN Option”)LSF for such Right of First Refusal Allograft. If Medtronic does not provide written notice that it is exercising its ROFN Option within such ten (10) day period, then Tengion shall have no further obligation In the event RTI and MSD agree with respect to the ROFN Option LSF for such Right of First Refusal Allograft, then such Right of First Refusal Allograft shall he added to Schedule 2.1 and shall become a Specialty Allograft, an Assembled Allograft, or Bone Paste, as the case may be, for all purposes of this Agreement and the LSF for such Right of First Refusal Allograft shall be free as agreed upon by RTI and MSD. With respect to negotiate and each Rejected Allograft, RTI shall be entitled to enter into any NKA transaction an agreement after the end of the initial [*****] with any third partyparty for distribution of such Rejected Allograft provided such distribution does Page 16 not violate any MSD Intellectual Property Rights. If Medtronic properly exercises With respect to any RTI–Developed New Allograft that is not intended or expected to be primarily used in the ROFN Option as described abovespine (each a “Non-Right of First Refusal Allograft”), then the Parties MSD shall negotiate exclusively, reasonably and in good faith concerning the terms of the NKA Transaction have a right for a period of forty[*****] after good faith negotiations begin, to agree with RTI on the LSF for such Non-five (45) daysRight of First Refusal Allograft. If In the parties do not execute event RTI and deliver an agreement MSD agree with respect to the NKA Transaction within LSF for such fortyNon-five (45) day periodRight of First Refusal Allograft, then Tengion such Non-Right of First Refusal Allograft shall be free added to negotiate Schedule 2.1 and enter into any NKA Transaction with any third party; provided that if such third party transaction isshall become a Specialty Allograft, when taken an Assembled Allograft, or Bone Paste, as a wholethe case may be, materially and substantially less favorable to Tengion than the terms last offered to Tengion by Medtronic, then Tengion will provide written notice describing and offering Medtronic such NKA Transaction for a period all purposes of ten (10) days (after Medtronic’s receipt of such notice) before entering such NKA Transaction with a third party. If Medtronic elects to pursue such NKA Transaction, it shall deliver written notice to Tengion within such 10-day period, this Agreement and the parties will proceed to negotiate LSF for such Non-Right of First Refusal Allograft shall be as agreed upon by RTI and finalize definitive agreements. (For avoidance of doubt, the rights and obligations described in this Section 2 shall apply to any notice of Tengion’s intent to pursue an NKA Transaction delivered during the period described in the first sentence of this Section 2, notwithstanding the fact that the 10-day and 45-day periods described herein may exceed the sameMSD.)

Right of First Negotiation. For Notwithstanding Section 2.2.1, prior to entering into negotiations with a period beginning on November 1, 2013 and lasting through July 1, 2014, Medtronic will have Third Party for a Right of First Negotiation (“ROFN”) sublicense that includes commercialization rights with respect to an NKA Transactiona Product [* * *] (excluding customary distribution arrangements entered into in the ordinary course of business by Dicerna) (“Proposed Sublicense”), Dicerna shall provide || Alnylam with (a) a written notice of the nature of the proposed sublicense with such Third Party, and (b) a summary of the most recent material clinical data for the relevant Product within Dicerna’s possession and control (such notice together with the related information, the “Proposed Sublicense Notice”). AccordinglyIf Alnylam desires to obtain such commercialization rights with respect to a Product [* * *], before entering into an NKA Transaction with any third party, Tengion shall Alnylam may notify Medtronic Dicerna in writing that it may pursue such a potential NKA Transaction and Medtronic shall have ten (10) within [* * *] days from the of Alnylam’s receipt of such notice to provide Tengion written notice Proposed Sublicense Notice (the “Exercise Period”) that it desires to enter into good faith negotiations with Tengion regarding an NKA Transaction respect to such Proposed Sublicense (the “ROFN OptionNotice of Exercise”). If Medtronic does not provide written notice that it is exercising its ROFN Option within such ten (10) day periodAlnylam provides a Notice of Exercise to Dicerna in accordance with this Section 2.2.2, then Tengion shall have no further obligation from and after the receipt of the Notice of Exercise by Dicerna and for a continuous period of [* * *] days thereafter, as may be extended by mutual agreement of the Parties (the “Negotiation Period”), the Parties will negotiate with each other with respect to the ROFN Option and shall be free to negotiate and enter into any NKA transaction with any third party. If Medtronic properly exercises the ROFN Option as described above, then the Parties shall negotiate exclusively, reasonably and such Proposed Sublicense in good faith concerning and with the terms intent of the NKA Transaction for entering into a period of forty-five (45) days. If the parties do not execute and deliver an mutually acceptable definitive, written agreement with respect to the NKA Transaction Proposed Sublicense, provided that during the first [* * *] days (as may be extended by mutual agreement of the Parties) of such Negotiation Period, the Parties will exclusively negotiate with each other with respect to such Proposed Sublicense. If (x) Alnylam does not provide a timely Notice of Exercise, or (y) if Alnylam provides a timely Notice of Exercise but the Parties do not enter into a Proposed Sublicense within such forty-five (45) day periodthe Negotiation Period, then Tengion shall be free to Dicerna may negotiate and enter into any NKA Transaction the Proposed Sublicense with any third party; provided that if such third party transaction is, when taken as a whole, materially and substantially less favorable to Tengion than the terms last offered to Tengion by Medtronic, then Tengion will provide written notice describing and offering Medtronic such NKA Transaction for a period of ten (10) days (after Medtronic’s receipt of such notice) before entering such NKA Transaction with a third party. If Medtronic elects to pursue such NKA Transaction, it shall deliver written notice to Tengion within such 10-day period, and the parties will proceed to negotiate and finalize definitive agreements. (For avoidance of doubt, the rights and obligations described in this Section 2 shall apply to any notice of Tengion’s intent to pursue an NKA Transaction delivered during the period described in the first sentence of this Section 2, notwithstanding the fact that the 10-day and 45-day periods described herein may exceed the sameThird Party.)

Right of First Negotiation. For a period beginning on November 1If at any time during the Term and prior to the expiration of the Exclusive Collaboration Period (such period, 2013 the “ROFN Offer Period”), Compugen determines that it wishes to out-license the right to commercialize the Compugen Compound in any territory, Compugen will inform BMS in writing of same and lasting through July 1, 2014, Medtronic the territory as to which the license will cover. BMS will have a [*] to provide an initial good faith term sheet describing the proposed transaction regarding rights to this territory (the “Right of First Negotiation”). If BMS does not provide such term sheet within such [*] period, the Right of First Negotiation (“ROFN”and BMS’ other rights under this section (c) with respect to an NKA Transaction. Accordingly, before entering into an NKA Transaction with any third party, Tengion shall notify Medtronic in writing that it may pursue such a potential NKA Transaction and Medtronic shall have ten (10the applicable territory) days from will expire at the receipt end of such notice [*] period. If BMS provides such term sheet, then BMS will have an exclusive right to provide Tengion written notice that it desires negotiate, for a period of an additional three (3) months thereafter, to enter into good faith negotiations with Tengion regarding an NKA Transaction obtain exclusive rights to develop and commercialize the Compugen Compound for such territory (the “ROFN OptionNegotiation Period”). During the ROFN Negotiation Period, if requested by BMS, Compugen will disclose to BMS all material information and results in Compugen’s possession and Control relating to the Compugen Compound as promptly as practicable after such information and results become available, and any such information and results shall be treated as Confidential Information of Compugen hereunder. Notwithstanding the foregoing, [*]. BMS’ rights under this section (c) will apply to each territory for which Compugen determines to out-license rights to commercialize the Compugen Compound. If Medtronic BMS does not provide written notice that it exercise its Right of First Negotiation for such rights to the Compugen Compound in a particular territory or if an agreement is exercising its not reached between BMS and Compugen for such rights within the ROFN Option within such ten (10) day periodNegotiation Period, then Tengion shall BMS will have no further obligation rights under this section (c) with respect to the ROFN Option to, and shall Compugen will be free to negotiate out-license any and enter into any NKA transaction with any third party. If Medtronic properly exercises the ROFN Option as described above, then the Parties shall negotiate exclusively, reasonably and in good faith concerning all rights (subject to the terms of the NKA Transaction for a period of forty-five (45this Agreement) days. If the parties do not execute and deliver an agreement with respect to the NKA Transaction within such forty-five (45) day period, then Tengion shall be free to negotiate and enter into any NKA Transaction with any third party; provided that if such third party transaction is, when taken as a whole, materially and substantially less favorable to Tengion than the terms last offered to Tengion by Medtronic, then Tengion will provide written notice describing and offering Medtronic such NKA Transaction for a period of ten (10) days (after Medtronic’s receipt of such notice) before entering such NKA Transaction with a third party. If Medtronic elects to pursue such NKA Transaction, it shall deliver written notice to Tengion within such 10-day period, and the parties will proceed to negotiate and finalize definitive agreements. (For avoidance of doubtto, the rights and obligations described in this Section 2 shall apply to any notice of Tengion’s intent to pursue an NKA Transaction delivered during the period described in the first sentence of this Section 2, notwithstanding the fact that the 10-day and 45-day periods described herein may exceed the sameCompugen Compound for such territory.)

Right of First Negotiation. For a period beginning on November 1, 2013 and lasting through July 1, 2014, Medtronic will have a Right (a) Application for 12-5 Status; PRC ROFN. BeiGene shall apply for national priority project status in the PRC Territory under the twelfth or thirteenth five-year plan of First Negotiation the People’s Republic of China (“ROFN12-5 Status”) for its BGB-290 PARP Program. Provided that the BGB-290 PARP Program receives 12-5 Status within twenty-four (24) months after the Effective Date, then BeiGene shall retain the right to Commercialize Product in the PRC Territory, and Company shall have the first right to negotiate with BeiGene with respect to an NKA Transactionrights under the Beigene Technology to research, Develop, and Manufacture and Commercialize Collaboration Compound and Product in the PRC Territory as set forth in this Section 2.3 (the “PRC ROFN”). AccordinglyPrior to BeiGene negotiating with or entertaining offers from a Third Party with respect to any such rights, before entering into an NKA Transaction BeiGene shall first notify Company and shall negotiate solely and in good faith with any third partyCompany to grant Company a license to Develop, Tengion shall notify Medtronic Manufacture and Commercialize Collaboration Compound and Product in writing that it may pursue such the PRC Territory for a potential NKA Transaction period commencing with the date Company receives notice from BeiGene and Medtronic shall have ten expiring [...***...] (10[...***...]) days from the receipt of such notice to provide Tengion written notice that it desires to enter into good faith negotiations with Tengion regarding an NKA Transaction thereafter (the “ROFN OptionPeriod”). If Medtronic does not provide written notice that it is exercising its ROFN Option the Parties are unable to agree on substantive terms within such ten (10) day period, then Tengion shall have no further obligation with respect to the ROFN Option Period, Company shall promptly reduce to writing its last offer to BeiGene and provide such writing to BeiGene, and BeiGene shall be free to negotiate and enter into any NKA transaction an agreement with any third partya Third Party for the acquisition of such rights in the PRC Territory by such Third Party, provided that (i) the financial terms of such agreement shall be more favorable to BeiGene in the aggregate by at least [...***...] ([...***...]) of the aggregate of those financial terms last offered by Company and (ii) *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the Securities and Exchange Commission. If Medtronic properly exercises such agreement is entered into within the period commencing with the expiration of the ROFN Option as described above, then Period and expiring [...***...] thereafter (the Parties “Unrestricted Period”). BeiGene shall negotiate exclusively, reasonably and in good faith concerning not be permitted to disclose the terms of the NKA Transaction for a period of forty-five (45) days. If the parties do not execute and deliver an agreement with respect to the NKA Transaction within such forty-five (45) day period, then Tengion shall be free to negotiate and enter into any NKA Transaction with any third party; provided that if such third party transaction is, when taken as a whole, materially and substantially less favorable to Tengion than the terms last offered to Tengion by Medtronic, then Tengion will provide written notice describing and offering Medtronic such NKA Transaction for a period of ten (10) days (after MedtronicCompany’s receipt of such notice) before entering such NKA Transaction with a third party. If Medtronic elects to pursue such NKA Transaction, it shall deliver written notice to Tengion within such 10-day period, and the parties will proceed to negotiate and finalize definitive agreements. (For avoidance of doubt, the rights and obligations described in this Section 2 shall apply offer to any notice of Tengion’s intent to pursue an NKA Transaction delivered during the period described in the first sentence of this Section 2, notwithstanding the fact that the 10-day and 45-day periods described herein may exceed the sameThird Party.)

Right of First Negotiation. For a period beginning on November 1During the Term, 2013 and lasting through July 1, 2014, Medtronic will have a Right of First Negotiation (“ROFN”) with respect to an NKA Transaction. Accordingly, before entering into an NKA Transaction with any third party, Tengion shall notify Medtronic in writing that it may pursue such a potential NKA Transaction and Medtronic shall have ten (10) days from the receipt of such notice to provide Tengion written notice that it if Samsung desires to enter into good faith negotiations with Tengion regarding an NKA Transaction a Third Party to grant such Third Party any right to Commercialize the [* * *] in [* * *] and its territories and possessions (collectively, the “ROFN OptionUnited States”). If Medtronic does not provide written notice that it is exercising its , then, prior to entering into such negotiations, Samsung shall inform Merck in writing (a “ROFN Option Notice”) and, within such ten (10) day period, then Tengion shall have no further obligation with respect to the ROFN Option and shall be free to negotiate and enter into any NKA transaction with any third party. If Medtronic properly exercises the ROFN Option as described above, then the Parties shall negotiate exclusively, reasonably and in good faith concerning the terms of the NKA Transaction for a period of forty-five (45) daysdays after receipt of such ROFN Notice, Merck shall notify Samsung in writing as to whether it wishes to add [* * *] to the Territory for the Etanercept/Enbrel Biosimilar under this Agreement. If Merck gives Samsung written [* * *]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.] notice within such 45-day period that it wishes to make [* * *] part of the parties do not execute and deliver an agreement Territory for the [* * *], the Parties shall enter into good-faith negotiations to amend this Agreement with respect to the NKA Transaction Territory for the [* * *], additional payments to be made by Merck to Samsung and other provisions reasonably related to the expansion of the Territory for [* * *]. If, in response to the ROFN Notice, (i) Merck notifies Samsung that it does not wish to make [* * *] part of the Territory for the Etanercept/Enbrel Biosimilar or (ii) Merck does not respond in writing within such fortythe above 45-five (45) day period, then Tengion or if the Parties fail to agree on appropriate amendments to this Agreement pursuant to this Section 2.7 within ninety (90) days after delivery of Merck’s written notice indicating that it wishes to add [* * *] to the Territory for the Etanercept/Enbrel Biosimilar, Samsung shall be free to negotiate and and/or enter into any NKA Transaction agreement related to the Commercialization of the [* * *] in [* * *] with any third partya Third Party; provided that if such third party transaction is(a) in the event Merck exercises its right of first negotiation pursuant to this Section 2.7 but the Parties fail to agree on appropriate amendments to this Agreement within the above 90-day period to add [* * *] to the Territory for the Etanercept/Enbrel Biosimilar, when taken Samsung shall not enter into any agreement with a Third Party for the Commercialization of the Etanercept/Enbrel Biosimilar in the United States on terms that, as a whole, are materially and substantially less more favorable to Tengion such Third Party than the terms last offered by Samsung to Tengion by MedtronicMerck during the negotiations described above; and (b) in the event Samsung does not enter into such an agreement with a Third Party within one (1) year after delivery of the ROFN Notice to Merck, then Tengion will provide written notice describing and offering Medtronic such NKA Transaction Samsung shall, prior to entering into negotiations with a Third Party for a period the grant of ten any right to Commercialize the Etanercept/Enbrel Biosimilar in [* * *] (10) days (after Medtronic’s receipt following the expiration of such notice) before entering one-year period), submit another ROFN Notice to and enter into good-faith negotiations with Merck regarding such NKA Transaction Commercialization right in accordance with a third party. If Medtronic elects to pursue such NKA Transaction, it shall deliver written notice to Tengion within such 10-day period, and the parties will proceed to negotiate and finalize definitive agreements. (For avoidance of doubt, the rights and obligations described in this Section 2 shall apply to any notice of Tengion’s intent to pursue an NKA Transaction delivered during the period described in the first sentence above provisions of this Section 2, notwithstanding the fact that the 10-day and 45-day periods described herein may exceed the same2.7.)”