Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. If at any time during period commencing on the date that any Program Target becomes a Failed Target and continuing until the [***] of such date, ARCHEMIX determines to [***] an internal research and development program (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect to the results of such internal Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity Notice”) describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an [***] prior to expiration of the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall negotiate in good faith an agreement with respect to the grant of rights to TAKEDA with respect to such Failed Target for a period of up to [***] days from the end of the Notice Period. If the Parties do not agree upon the terms with respect to such agreement within the [***] day negotiation period, ARCHEMIX shall thereafter have no obligations to TAKEDA with respect to such Failed Target. For purposes of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements with any Third Party, with respect to the Failed Target.

Right of First Negotiation. Depomed shall notify King in writing in the event that Depomed desires to divest itself of its rights to the Product in the Territory (e.g., by asset sale or product license to a Third Party), or of its rights in the Territory to a product owned or controlled by Depomed containing metformin and another active pharmaceutical ingredient in combination with Depomed’s proprietary drug delivery technology incorporated within the Product (currently referred to as the AcuForm technology) (a “Combination Product”). If at any time during period commencing on the date that any Program Target becomes a Failed Target and continuing until the [***] King notifies Depomed in writing within 30 days after receipt of such datenotice (the “Evaluation Period”) that King is not interested in obtaining all of Depomed’s rights in and to the Product or the applicable Combination Product (such rights, ARCHEMIX determines “Metformin Product Rights”), or if King fails to [***] an internal research and development program (other than notify Depomed of King’s interest in obtaining the conduct Metformin Product Rights, in either case prior to the expiration of proof-of-concept development research in animals or humans) the Evaluation Period, then Depomed shall have no further obligation to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months King under this Agreement with respect to the results applicable Metformin Product Rights. If King is interested in obtaining the Metformin Product Rights, it shall so notify Depomed in writing prior to the expiration of the Evaluation Period, and upon Depomed’s receipt of such internal Portions notice King and Depomed shall promptly commence good-faith negotiations, for a period of this Exhibit were omitted 30 days and such longer period as may be mutually agreed upon by the parties in writing in the event the parties have been filed separately with made material progress in the Secretary negotiations (the “Negotiation Period”), regarding the commercially reasonable terms of an agreement pursuant to which King shall obtain the Metformin Product Rights. If Depomed and King fail to enter into an agreement for the Metformin Product Rights prior to the expiration of the Commission pursuant Negotiation Period, then Depomed shall thereafter have the right to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities negotiate and (2) on the date on which ARCHEMIX [***] to [***] [***] enter into an agreement with a Third Party for granting the Metformin Product Rights to a license or collaboration involving such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity Notice”) describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Notice”)Third Party; provided that, if TAKEDA determines not to give an [***] prior to expiration of the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall negotiate in good faith an agreement with respect to the grant of rights to TAKEDA with respect to such Failed Target for a period of up 6 months, any such agreement may not be on terms and conditions materially more favorable to [***] days from the end of the Notice Period. If the Parties do not agree upon Third Party than the terms and conditions last offered by King prior to the termination of discussions with respect to such agreement within the [***] day negotiation periodDepomed. The provisions of this Section 13.2 shall not apply to, ARCHEMIX and Depomed shall thereafter have no obligations obligation to TAKEDA with King under this Section 13.2 in respect to such Failed Target. For purposes of, any acquisition of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Depomed by a Third Party, and/or negotiate and execute agreements any merger or consolidation with or involving Depomed, any acquisition by a Third PartyParty of any material portion of the stock of Depomed, with respect or any acquisition by a Third Party of a material portion of the assets of Depomed in addition to the Failed TargetProduct or any Combination Product; provided that such Third Party must remain bound by the terms and conditions of this Agreement, including this Section 13.2.

Right of First Negotiation. If at any time In the event that during period commencing the Term hereof Xxxxxx Xxxxx determines to enter into a license, collaboration or distribution agreement for purposes of the commercialization of a product containing an enantiomer of Milnacipran other than the Compound (the “New Product”) in the Territory or determines to undertake such commercialization itself (or through an Affiliate) and not with a Third Party, Xxxxxx Xxxxx shall (or shall cause such Affiliate to) so notify Forest in writing and shall offer to negotiate in good faith with Forest Commercially Reasonable terms and conditions on which Forest may acquire exclusive rights or partnership with Xxxxxx Xxxxx or its Affiliate to develop, commercialize and distribute such New Product in the date Territory. In the event that any Program Target becomes a Failed Target the Parties are unable to reach agreement on such terms and continuing until the condition within [***] of such date, ARCHEMIX determines to [***] an internal research and development program (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such noticenotice (the “First Negotiation Period”), then subject to Sections 2.5 and 2.6, Xxxxxx Xxxxx (1or its Affiliates) provide TAKEDA shall have the right to proceed with periodic updates at TAKEDA’s request no more frequently than every [***] months such commercialization and distribution by itself and without the participation of Forest; provided, however, that Xxxxxx Xxxxx shall not (and shall cause its Affiliates not to) enter into any agreement granting rights to a Third Party to commercialize or distribute a New Product (a “Third Party Agreement”) without having first (i) offered Forest the opportunity to enter into an agreement with respect to Xxxxxx Xxxxx (or any such Affiliate) on substantially the results of such internal Portions of this Exhibit were omitted same terms and have been filed separately with conditions as are contained in the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities Third Party Agreement, and (2ii) on the date on which ARCHEMIX given Forest not less than [***] to [***] [***] with a Third Party for a license accept or collaboration involving reject such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity Notice”) describing offer. If Forest fails to accept such offer in writing within such [***] as well as period (the then-current status “First Refusal Period”), then subject to Sections 2.5 and 2.6, Xxxxxx Xxxxx (or its Affiliate) shall have the right to enter into such Third Party Agreement provided there have been no material changes in the terms and conditions thereof. In the event that Xxxxxx Xxxxx (or any of its internal research efforts with respect to such Failed Target. TAKEDA shall have Affiliates) has not itself actively commenced commercialization or distribution of the New Product within [***] days following of the date end of the First Negotiation Period or in the event that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that it wishes to enter Xxxxxx Xxxxx or any of its Affiliates has not entered into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an a Third Party Agreement within [***] prior to expiration of the Notice Periodend of the First Refusal Period with respect to such Agreement, it shall then and in good faith provide written notice to ARCHEMIX promptly upon any such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIXevents, the provisions of this Section 2.4 shall apply to any subsequent proposal by Xxxxxx Xxxxx to directly or indirectly commercialize or distribute the New Product. For purposes of determining the commercial reasonableness of any terms and conditions proposed in negotiations between the Parties shall negotiate in good faith an agreement the event of the proposed commercialization of such New Product by Xxxxxx Xxxxx itself, the terms and conditions of this Agreement as they reflect the sharing of value between Xxxxxx Xxxxx and Forest with respect to the grant of rights to TAKEDA the Product in the Territory shall be deemed Commercially Reasonable terms for such New Product in the Territory and shall be applied to the negotiations with respect to any such Failed Target for a period of up to [***] days from the end transaction irrespective of the Notice Period. If form of the Parties do proposed transaction, taking into account then applicable differences, including, but not agree limited to, market value, competitive conditions, proprietary rights to active ingredients or technology, the stage of development of the New Product and the effect upon the terms with respect to such agreement within value of the [***] day negotiation period, ARCHEMIX shall thereafter have no obligations to TAKEDA with respect to such Failed Target. For purposes of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements with any Third Party, with respect to the Failed Targetlicenses granted hereunder.

Right of First Negotiation. During the Term and for one year thereafter, Somaxon shall notify Partner in writing in the event that Somaxon desires, either alone or with a Third Party, to develop or commercialize a pharmaceutical product containing doxepin as the sole active pharmaceutical ingredient and for which a prescription from a Professional is not required in order to dispense, purchase or use such product (an “OTC Product”). If at any time during period commencing on the date that any Program Target becomes a Failed Target and continuing until the [***] Partner notifies Somaxon in writing within forty-five (45) days after receipt of such datenotice (the “Evaluation Period”) that Partner is not interested in obtaining rights in and to the OTC Product (such rights, ARCHEMIX determines “OTC Product Rights”), or if Partner fails to [***] an internal research and development program (other than notify Somaxon of Partner’s interest in obtaining the conduct OTC Product Rights prior to the expiration of proof-of-concept development research in animals or humans) the Evaluation Period, then Somaxon shall have no further obligation to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months Partner under this Agreement with respect to the results applicable OTC Product Rights. If Partner is interested in obtaining the OTC Product Rights, it shall so notify Somaxon in writing prior to the expiration of the Evaluation Period, and upon Somaxon’s receipt of such internal Portions notice Partner and Somaxon shall promptly commence good-faith negotiations, for a period of this Exhibit were omitted sixty (60) days and such longer period as may be mutually agreed upon by the parties in writing in the event the parties have been filed separately with made material progress in the Secretary negotiations (the “Negotiation Period”), regarding the commercially reasonable terms of an agreement pursuant to which Partner shall obtain the OTC Product Rights. If Somaxon and Partner have failed to enter into an agreement for the OTC Product Rights upon the expiration of the Commission pursuant Negotiation Period, then Somaxon shall thereafter have the right to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities negotiate and (2) on the date on which ARCHEMIX [***] to [***] [***] enter into an agreement with a Third Party for granting the OTC Product Rights to a license or collaboration involving such Failed TargetThird Party. The provisions of this Section 13.1 shall not apply to, provide TAKEDA with written notice (the “Failed Target Opportunity Notice”) describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA and Somaxon shall have [***] days following the date that the Failed Target Opportunity Notice is given no obligation to Partner under this Section 13.1 in respect of, any acquisition of Somaxon by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an [***] prior to expiration of the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall negotiate in good faith an agreement with respect to the grant of rights to TAKEDA with respect to such Failed Target for a period of up to [***] days from the end of the Notice Period. If the Parties do not agree upon the terms with respect to such agreement within the [***] day negotiation period, ARCHEMIX shall thereafter have no obligations to TAKEDA with respect to such Failed Target. For purposes of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements any merger or consolidation with or involving Somaxon, any acquisition by a Third PartyParty of any material portion of the stock of Somaxon, with respect or any acquisition by a Third Party of a material portion of the assets of Somaxon in addition to the Failed TargetProducts (“Merger Transaction”). For clarity, the rights set forth in this Section 13.1 shall survive the consummation of any Merger Transaction.

Right of First Negotiation. If at To the extent permissible by Laws and subject to the applicable approval requirements with respect to related-party transactions, following the Closing Date, before entering into any time during period commencing on negotiation, agreement or arrangement in respect of any transaction in connection with the date Strategic Cooperation Business with any third party, including without limitation, any of the Autohome Competitors, any shareholders of the Company, and any of their respective Affiliate (collectively, the “Third Party”), (x) the Company shall notify the Investor in writing that it, or any Program Target becomes other Group Company, may pursue a Failed Target potential transaction in connection with the Strategic Cooperation Business and continuing until it desires to enter into good faith negotiation with the [***] of Investor regarding such date, ARCHEMIX determines to [***] an internal research and development program transaction (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, the “Negotiation Notice”). After the Investor’s receipt of the Negotiation Notice, both the Company and the Investor shall negotiate reasonably and in good faith concerning the terms of such transaction for a period of forty-five (145) provide TAKEDA with periodic updates at TAKEDA’s request Business Days following the receipt of the Negotiation Notice by the Investor (subject to an automatic extension of additional thirty (30) Business Days in the event that the Parties are then actively negotiating in good faith such transaction) (such period, as extended from time to time, the “Negotiation Period”). If no more frequently than every [***] months definitive agreement in respect of such transaction as set forth in the Negotiation Notice is reached between any Group Company and the Investor within the Negotiation Period, the Group Company shall be free to contact any Third Party with respect to the results transaction as set forth under the Negotiation Notice. Each of the Group Companies agrees that it shall not, and it shall not permit any of its Representatives, directly or indirectly, solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or approve or authorize any transaction with any Person that would involve such transaction within the Negotiation Period and it shall not enter into any agreement or arrangement in respect of such internal Portions of this Exhibit were omitted and have been filed separately transaction with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a any Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with written notice (within the “Failed Target Opportunity Notice”) describing such [***] as well as Negotiation Period. In the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA shall have [***] days following the date event that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that it wishes Group Company proposes to enter into negotiations a definitive agreement for, or close any transaction on such terms and conditions, in the aggregate, materially more favorable to the Third Party than those offered by the Group Company to the Investor during the Negotiation Period, the Group Company shall not enter into such agreement or close such transaction without following the procedures set out in this Section 6.2(e)(iii) again to negotiate with ARCHEMIX with respect the Investor by offering the same terms and conditions that it offered to such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an [***] prior to expiration of the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall negotiate in good faith an agreement with respect to the grant of rights to TAKEDA with respect to such Failed Target for a period of up to [***] days from the end of the Notice Period. If the Parties do not agree upon the terms with respect to such agreement within the [***] day negotiation period, ARCHEMIX shall thereafter have no obligations to TAKEDA with respect to such Failed Target. For purposes of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements with any Third Party, with respect to the Failed Target.

Right of First Negotiation. If at any time during period commencing on Producer hereby grants to RHI the date that any Program Target becomes a Failed Target exclusive right of first negotiation and continuing until matching last refusal to acquire the [***] of such date, ARCHEMIX determines to [***] an internal research and development program (other than Rights in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and Territory after the date of such noticeLicense Term ("Post-Term Rights") and to acquire the Rights to any television motion picture sequel, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect to the results of such internal Portions of this Exhibit were omitted and have been filed separately with the Secretary prequel or remake of the Commission pursuant Program ordered to the Company's application requesting confidential treatment under Rule 406 production within five (5) years of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity Notice”) describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an [***] prior to expiration of the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall negotiate in good faith an agreement with respect to the grant of rights to TAKEDA with respect to such Failed Target for a period of up to [***] days from the end of the Notice Term set forth in the Output Agreement ("Output Agreement") attached hereto as Exhibit D (collectively, "Sequel Rights") and the exclusive right of first negotiation only to acquire the Rights in the Territory to any television series based on the Program ordered for production within three (3) years of the end of the Term of the Output Agreement ("Series Rights") as follows: Producer agrees to negotiate with RHI in good faith during the period set forth below (the "Rights Negotiation Period") the terms and conditions upon which the Rights shall be acquired by RHI. Producer agrees that it shall not negotiate with any other party concerning the Rights and shall not exercise or exploit or otherwise dispose of, except as provided in this Agreement, to Rights prior to the end of the Rights Negotiation Period. If If, at the Parties do end of the Rights Negotiation Period, Producer and RHI have not agree upon reached agreement for the terms with respect to such agreement within acquisition of the [***] day negotiation periodRights, ARCHEMIX shall thereafter have no obligations to TAKEDA with respect to such Failed Target. For purposes Producer may then negotiate elsewhere for the sale or disposition of claritythe Rights; provided, after expiration of such negotiation periodhowever, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements with any Third Partythat, with respect to Post-Term Rights and Sequel Rights, Producer may not enter into an agreement with any third party for the Failed Target.Rights on terms equal to or materially less favorable than the terms of RHI's last written offer with respect thereto, if any, without first notifying RHI in writing ("Producer's Offer Notice") of the terms and conditions of such third-party offer ("Third-Party Offer") and according RHI the right to acquire the Rights upon the terms and conditions of such Third-Party Offer. RHI shall have five (5) business days after the receipt of Producer's Offer Notice to exercise its rights to acquire the Rights on the terms and conditions of such Third-Party Offer by giving Producer written notice of RHI's acceptance thereof. It is specifically understood and agreed that the terms and conditions which RHI shall be obligated to accept in order to meet the terms and conditions of any Third-Party Offer shall only be financial terms and shall not be related to any other property or the services or materials of any person or entity and shall not include terms which cannot be met as easily by one party as by another, except in the event that the non-financial terms of such Third-Party Offer are a condition precedent to receiving a production order for such sequel or prequel to or remake of the Program from a network licensee, providing that Producer shall provide RHI with a writing signed by the network licensee setting forth the terms of such condition precedent, and provided further that it is hereby understood and agreed that Producer shall not seek to obtain such a condition precedent to a production order for a sequel, prequel or remake of the Program so as to frustrate RHI's rights hereunder. If RHI shall fail to accept the terms and conditions of such Third-Party Offer in writing within such period, Producer shall thereafter be free to enter into an agreement with such third-party upon the terms of such Third-Party Offer provided, however, that if Producer and such third-party shall not enter into such agreement within thirty (30) days following the earlier of (i) receipt by Producer of written notice from RHI that it does not wish to accept the terms and conditions of such Third-Party Offer or (ii) the expiration of such five (5) business day period without response from RHI, Producer may not enter into such agreement with such third-party without first according RHI, pursuant to the procedures in this Paragraph 13, the right to acquire the Rights on the terms and conditions of such Third-Party Offer. The aforesaid procedure shall be repeated ad infinitum with respect to each Third-Party Offer. The Rights Negotiation Period shall be as follows:

Right of First Negotiation. If 8.1 Except for products for which IG has commenced discussions with third parties prior to the Effective Date, as disclosed to ABG in writing, in the event that IG at any time during period commencing on the date Term of this Agreement wishes to enter into a business arrangement for a product (a "Future Product") (i) for use outside of the Licensed Field, or (ii) that any Program Target becomes IG plans to market as its own product but is seeking a Failed Target and continuing until the [***] of such dateThird Party to assist with marketing or commercialization, ARCHEMIX determines to [***] an internal research and development program (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it then IG shall (A) provide give written notice to TAKEDA which ABG specifying in reasonable detail the proposed or existing Future Product (the "IG Notice"). ABG shall summarize such internal research and development program; and have thirty (B30) on and days after the date of such notice, (1) the IG Notice to provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect a written response to the results of such internal Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with written notice IG (the “Failed Target Opportunity Notice”"ABG Response") describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that whether or not it wishes to enter into negotiations with ARCHEMIX IG with respect to such Failed Target rights. If the ABG Response is not received within the thirty (an “ROFN Notice”); provided that, 30) day response period or if TAKEDA determines not to give an [***] prior to expiration of the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it ABG declines to enter into negotiations, IG shall thereafter have the right, alone or in collaboration with a third party, to pursue the development, commercialization or licensing of the Future Product. If TAKEDA gives a ROFN Notice within the Notice Period ABG Response states that it ABG wishes to enter into negotiations with ARCHEMIXIG, the Parties shall negotiate exclusively and in good faith an agreement with respect to the grant terms of rights to TAKEDA with respect to a business arrangement for such Failed Target Future Product for a period of up to [***] sixty (60) days from the end date of the Notice PeriodABG Response. If the Parties do not agree upon and execute a written agreement within the sixty (60) day negotiation period, as such period may be extended by written agreement of both Parties, then ABG shall, within ten business days following the expiration of such period, deliver to IG a proposal (the "ABG Proposal") containing the material terms on which ABG proposes to enter into a business arrangement for the Future Product. If IG accepts such ABG Proposal, then it shall so notify ABG and the parties shall promptly enter into a binding written agreement containing the terms of the ABG Proposal. If IG does not accept the ABG Proposal, then it shall so notify ABG, whereupon IG shall have the right to negotiate with (but not disclose the terms of the ABG Proposal to) any third party, and consider such proposal from a third party (the "Third Party Proposal") containing the material terms on which the third party proposes to enter into a business arrangement with respect to such Future Product; provided that IG shall not accept the Third Party Proposal or any agreement within related thereto, unless and until IG determines in good faith that the [***] day negotiation periodterms of the Third Party Proposal, ARCHEMIX shall thereafter have no obligations taken as a whole, are more favorable to TAKEDA with respect to such Failed TargetIG than the terms of the ABG Proposal, taken as a whole, recognizing the principle that ABG is the preferred partner in all circumstances in which the proposals are roughly comparable. For purposes of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements with any Third Party, with respect to the Failed Target9 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

Right of First Negotiation. If at In the event Purchaser or any time during period commencing on the date that any Program Target becomes of its Affiliates develops a Failed Target and continuing until the [***] of such date, ARCHEMIX determines to [***] an internal research and development program (other than Covered Product in the conduct field of proof-of-concept development research in animals or humans) osteoarthritis and seeks to develop Aptamers against enter into a commercialization partnership with a Third Party with respect to such Failed TargetCovered Product, it then, prior to entering into any negotiations with respect to such partnership with a Third Party, Purchaser shall (A) provide give written notice to TAKEDA which shall summarize such internal research Seller of its desire to enter into a commercialization partnership relationship (the “Notice”) and development program; and (B) on and after offer to Seller the date right of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months first negotiation with respect to the results of commercialization rights for such internal Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with written notice Covered Product (the “Failed Target Opportunity NoticeRight of First Negotiation”) describing such [***] as well as ). In the then-current status event that Seller elects to exercise its Right of its internal research efforts with respect to such Failed Target. TAKEDA First Negotiation, Seller shall have [***] thirty (30) days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Assessment Period”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an [***] prior to expiration after receipt of the Notice Periodto so notify Purchaser in writing. Upon receipt of Seller’s notification, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall Seller and Purchaser will negotiate in good faith and may enter into an agreement with respect to the grant commercialization rights for such Covered Product (the “Commercialization Agreement”) if the Parties reach agreement on the terms of rights to TAKEDA with respect to such Failed Target for a period of up to [***] Commercialization Agreement within sixty (60) days from the end of the Notice (the “Negotiation Period”). If In the Parties event that Seller exercises its Right of First Negotiation, but Seller and Purchaser do not agree upon the terms with respect to such agreement enter into a definitive Commercialization Agreement within the [***] day negotiation periodNegotiation Period, ARCHEMIX or Seller does not exercise its Right of First Negotiation during the Assessment Period, Purchaser shall thereafter have no obligations be free to TAKEDA with respect to such Failed Target. For purposes of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or enter into any commercialization programs itself or together agreement with any Third Party, and/or negotiate and execute agreements with any Third Party, Party with respect to the Failed Targetapplicable Covered Product at any time thereafter with no obligation or other liability to Seller with respect to the Right of First Negotiation for this Agreement; provided, however, that the material financial terms of any such commercialization agreement with such Third Party may not be substantially less favorable in the aggregate than the terms offered to Purchaser by Seller, if any. For the purposes of this Section 6.12, Seller shall mean Seller and its Affiliates, including Stryker. For the avoidance of doubt, Seller shall not be prohibited from continuing to pursue a Commercialization Agreement with Purchaser even if Seller initially does not exercise its Right of First Negotiation or fails to enter into a definitive Commercialization Agreement with Purchaser during the Negotiation Period.

Right of First Negotiation. If at any time during period commencing on During the date that any Program Target becomes a Failed Target and continuing until the [***] of such date, ARCHEMIX determines to [***] an internal research and development program (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect to the results of such internal Portions term of this Exhibit were Agreement, Seller hereby grants Buyer (and its Affiliates) the right of first negotiation as to any new acne products, product ideas or inventions making use of the same Technology (a hydrogel coated ( * ) which are developed, designed or invented by or on behalf of Seller (collectively, "New Products"). Buyer shall have sixty (60) days from the time it receives from Seller material information about any * Denotes confidential information that has been omitted from the exhibit and have been filed separately separately, accompanied by a confidential treatment request, with the Secretary of the Securities and Exchange Commission pursuant to the Company's application requesting confidential treatment under Rule 406 24b-2 of the Securities ActExchange Act of 1934. research activities and (2) on the date on which ARCHEMIX [***] New Product to [***] [***] with a Third Party notify Seller in writing if it is interested in discussing terms for a Buyer to purchase, license or collaboration involving otherwise have access to such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity Notice”) describing such [***] as well as the then-current status New Product. If Buyer so notifies Seller of its internal research efforts with respect to such Failed Target. TAKEDA shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an [***] prior to expiration of the Notice Periodinterest in any New Product, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall negotiate in good faith with Seller with respect to an appropriate agreement to access such New Product. The Buyer shall have a period of nine (9) months to complete this agreement ("Negotiation Period"), unless extended by mutual consent. During this Negotiation Period, in no event shall Seller enter into an agreement with respect a third party to sell, assign, license, transfer or otherwise make available such New Product. If the grant parties fail to agree on the terms of rights such an agreement by the end of the Negotiation Period. Seller shall have the right to TAKEDA enter into an agreement with a third party with respect to such Failed Target for a period of up to [***] days from the end of the Notice Period. If the Parties do not agree upon new Products, provided that the terms with respect of such agreement are not, in the aggregate, materially more favorable to such agreement within the [***] day negotiation period, ARCHEMIX shall thereafter have no obligations third party than such material terms and conditions which Seller last offered in good faith to TAKEDA with respect to such Failed Target. For purposes of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements with any Third Party, with respect to the Failed TargetBuyer in connection therewith.

Right of First Negotiation. If In the event Cardiokine at any time seeks or determines to enter into a marketing partnership, co-promotion or other equivalent or similar arrangement (a “Marketing Partnership”) for a Licensed Product within the Territory, Cardiokine shall provide Wyeth with written notice thereof (the “Initial Notice”) and comply with this Section 6.1 prior to negotiating with any Third Party for such Marketing Partnership. Cardiokine shall also provide to Wyeth, together with such written notice, an electronic copy of the ND A submitted to the FDA for such Licensed Product (if one has been submitted at the time of such Initial Notice) as well as the market studies and reports and other similar or related information and data in respect of such Licensed Product in Cardiokine’s or its Affiliates’ possession or control in order for Wyeth to determine its interest in entering into a Marketing Partnership with Cardiokine. All such information provided to Wyeth hereunder shall be deemed to be Confidential Information of Cardiokine. Wyeth shall have [####]from the date of its receipt of the Initial Notice to give Cardiokine written notice that it is exercising its right to negotiate with Cardiokine regarding a Marketing Partnership (such notice being an “Exercise Notice”). If Wyeth gives Cardiokine an Exercise Notice within the foregoing [####] period, then during the period commencing beginning on the date of the Exercise Notice and ending on the date that any Program Target becomes a Failed Target and continuing until the is [***####] of such date, ARCHEMIX determines to [***] an internal research and development program (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect to the results of such internal Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity Exercise Notice”) describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an [***] prior to expiration of the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall negotiate promptly and diligently negotiate, on an exclusive basis and in good faith faith, to enter into a Marketing Partnership for such Licensed Product on commercially reasonable terms. If (i) Wyeth fails to give an Exercise Notice within the foregoing [####]day period or (ii) if the Parties are unable, within the foregoing [####]period, to enter into a term sheet or letter of intent setting forth the principal terms of the Marketing Partnership to be entered into, or (iii) if the Parties are unable to enter into a definitive agreement setting forth all the terms and conditions of the Marketing Partnership within [####]after entering into said term sheet or letter of intent, then Cardiokine shall be free to negotiate and enter into an agreement with respect to the grant of rights to TAKEDA with respect to such Failed Target for a period of up to [***] days from Marketing Partnership for such Licensed Product (the end of the Notice Period. If the Parties do not agree upon the terms with respect to such agreement within the [***] day negotiation period, ARCHEMIX shall thereafter have no obligations to TAKEDA with respect to such Failed Target. For purposes of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia“Marketing Partnership Agreement”) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements ; provided that the terms of the Marketing Partnership Agreement with any the Third Party, taken as a whole, may not be less favorable to Cardiokine than those last offered to Wyeth or proposed by Wyeth; and provided, further, that the Marketing Partnership Agreement must comply with respect the terms and conditions of this Agreement. The provisions applicable to the Failed TargetCardiokine under this Article 6 shall also apply to any Affiliate of Cardiokine to which Cardiokine has granted or otherwise extended its rights hereunder.

Right of First Negotiation. Seller hereby grants to Buyer a first right to negotiate ("First Right of Negotiation") an agreement to manufacture, license, distribute and/or sell (collectively, to "Commercialize") any product or service developed by Seller related to cataract surgery outside of the Field (a "New Product"). If at anytime following Closing, Seller intends to Commercialize any time during period commencing on the date that any Program Target becomes a Failed Target and continuing until the [***] of such dateNew Product, ARCHEMIX determines to [***] an internal research and development program (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it Seller shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect to the results of such internal Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with first give written notice (the “Failed Target Opportunity "Negotiation Notice”") describing such [***] as well as the then-current status to Buyer of its internal research efforts with respect to such Failed Targetintention. TAKEDA shall Buyer will have [***] a period of ninety (90) days following the date that receipt of the Failed Target Opportunity Negotiation Notice is given by ARCHEMIX to conduct a due diligence investigation relating to any such New Product and to notify Seller in writing of Buyer's election to exercise its First Right of Negotiation (the “"Notice Period”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Notice”of Election"); provided that, if TAKEDA determines not to give an [***] prior to expiration . Upon timely delivery of the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIXof Election by Buyer, the Parties shall parties shall, for a period of not less than ninety (90) days (the "Negotiation Period") negotiate in good faith the terms and conditions of a definitive agreement, which agreement shall contain terms and conditions generally contained in agreements of such type. If the parties are unable to reach an agreement and execute such definitive agreement during the Negotiation Period, Seller may negotiate and execute an agreement with respect any third party to the grant of rights to TAKEDA with respect to Commercialize such Failed Target New Product; provided, however, that for a period of up to [***] days from twelve (12) months following the end expiration of the Notice Negotiation Period, Seller shall not (except with the prior written consent of Buyer) enter into an agreement to Commercialize such New Product on more favorable terms and conditions than those last offered in writing to Seller by Buyer during the Negotiation Period. If In the Parties do not agree upon event that Seller fails to enter into an agreement with a third party to Commercialize such New Product within a period of twelve (12) months following the terms expiration of the Negotiation Period, Seller shall be required to offer Buyer another First Right of Negotiation with respect to such agreement within thereto, and the [***] day negotiation period, ARCHEMIX foregoing process shall thereafter have no obligations to TAKEDA with respect to such Failed Target. For purposes of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements with any Third Party, with respect to the Failed Targetbe repeated.

Right of First Negotiation. If at any time during period commencing on the date that any Program Target becomes a Failed Target and continuing until the [***] of such date, ARCHEMIX determines to [***] an internal research and development program (other than Depomed shall notify Santarus in writing in the conduct event that Depomed desires to divest itself of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect its rights to the results of such internal Portions of this Exhibit were omitted and have been filed separately with Product in the Secretary of the Commission pursuant Territory (e.g., by asset sale or product license to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2a Third Party) on the date on which ARCHEMIX [***] or to [***] [***] with grant rights to a Third Party to develop or commercialize a pharmaceutical product containing metformin and another generic active pharmaceutical ingredient (i.e., an active pharmaceutical ingredient that is produced and distributed within the Territory without composition of matter patent protection for the compound) in combination with Depomed’s proprietary AcuForm drug delivery technology incorporated within the Products (a license or collaboration involving such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity NoticeCombination Product”) describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target). TAKEDA shall have If Santarus notifies Depomed in writing within [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX after receipt of such notice (the “Notice Evaluation Period”) that Santarus is not interested in obtaining all of Depomed’s rights in and to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to the Products or the applicable Combination Product (such Failed Target (an rights, “ROFN NoticeMetformin Product Rights”); provided that, or if TAKEDA determines not Santarus fails to give an [***] notify Depomed of Santarus’ interest in obtaining the Metformin Product Rights, in either case prior to the expiration of the Notice Evaluation Period, it then Depomed shall in good faith provide written notice have no further obligation to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall negotiate in good faith an agreement Santarus under this Agreement with respect to the grant of rights to TAKEDA applicable Metformin Product Rights. If Santarus is interested in obtaining the Metformin Product Rights, it *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. shall so notify Depomed in writing prior to the expiration of the Evaluation Period, and upon Depomed’s receipt of such Failed Target notice Santarus and Depomed shall promptly commence good-faith negotiations, for a period of up to [***] days from and such longer period as may be mutually agreed upon by the end parties in writing in the event the parties have made material progress in the negotiations (the “Negotiation Period”), regarding the commercially reasonable terms of an agreement pursuant to which Santarus shall obtain the Metformin Product Rights. If Depomed and Santarus fail to enter into an agreement for the Metformin Product Rights prior to the expiration of the Notice Negotiation Period. If , then Depomed shall thereafter have the Parties do not agree upon right to negotiate and enter into an agreement with a Third Party granting the terms with respect Metformin Product Rights to such agreement within the a Third Party; provided that, for a period of [***] day negotiation period], ARCHEMIX any such agreement may not be on terms and conditions materially more favorable to the Third Party than the terms and conditions last offered by Santarus prior to the termination of discussions with Depomed. The provisions of this Section 13.1 shall thereafter not apply to, and Depomed shall have no obligations obligation to TAKEDA with Santarus under this Section 13.1 in respect to such Failed Target. For purposes of, any acquisition of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Depomed by a Third Party, and/or negotiate and execute agreements any merger or consolidation with or involving Depomed, any acquisition by a Third PartyParty of any material portion of the stock of Depomed, with respect or any acquisition by a Third Party of a material portion of the assets of Depomed in addition to the Failed TargetProducts or any Combination Product (“Merger Transaction”).

Right of First Negotiation. If at Provided that there then exists no Event of Default under this Lease, nor any event which with notice or the passage of time during period commencing on or both would become an Event of Default, if Landlord desires to sell Xxxxxxxx 0, Xxxxxxxx 0 or the date that any Program Target becomes a Failed Target and continuing until the [***] of such dateentire Complex (as applicable, ARCHEMIX determines to [***] an internal research and development program (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect to the results of such internal Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity NoticeSpace”) describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA ), Landlord shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX so notify Tenant in writing (the a “Notice Period”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Sale Notice”), which Sale Notice shall specify the proposed purchase price for the Space and the terms and conditions for the proposed sale, including, without limitation, (i) that the purchase and sale shall be made on an “as is-where is” basis, (ii) that following the purchase, the Space shall be used and occupied by Tenant and (iii) that upon execution of a binding purchase agreement, Tenant shall provide a nonrefundable deposit in an amount of four percent (4%) of the purchase price, which terms and conditions shall be included in Landlord’s standard purchase and sale agreement (a “Purchase Contract”). Following Tenant’s receipt of a Sale Notice, Tenant shall notify Landlord if Tenant desires to purchase the Space for its own use (and not for purposes of speculating in real estate) and shall have thirty (30) days after Tenant’s receipt of the Sale Notice to execute the Purchase Contract. During such 30-day period, Landlord shall refrain from marketing the Space and from entering into any negotiations with any parties other than Tenant. If, for any reason, Tenant does not execute the Purchase Contract within such period, Landlord shall be free to market and sell the Space to another party on such terms and conditions as it shall see fit; provided thatprovided, however, that if TAKEDA determines not Landlord fails to give an [***] consummate a sale of the Space within nine (9) months after Landlord is permitted by this Section 35.25 to sell the Space to another party, or if before or after such nine (9) month period, Landlord desires to sell the Space for a purchase price which is less than ninety percent (90%) of the purchase price set forth in Landlord’s Sale Notice, Landlord shall again be required to comply with the provisions of this Section 35.25 prior to expiration of selling the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall negotiate in good faith an agreement with respect to the grant of rights to TAKEDA with respect to such Failed Target for a period of up to [***] days from the end of the Notice Period. If the Parties do not agree upon the terms with respect to such agreement within the [***] day negotiation period, ARCHEMIX shall thereafter have no obligations to TAKEDA with respect to such Failed Target. For purposes of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements with any Third Party, with respect to the Failed TargetSpace.

Right of First Negotiation. If at any time during period commencing on the date that any Program Target becomes ALZA hereby grants to ABBOTT and ABBOTT -------------------------- hereby accepts a Failed Target and continuing until the [***] first right of such date, ARCHEMIX determines negotiation to [***] an internal research and development program (other than obtain from ALZA co-promotion and/or license rights to XXXX(R) Methylphenidate in the conduct of proofU.S. In the event ALZA elects to co-of-concept development research in animals or humans) promote with and/or license rights to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months a third party with respect to XXXX(R) Methylphenidate in the results U.S., then prior to entering into such negotiations with a third party, ALZA shall prepare and submit to ABBOTT a data package which shall consist of such internal Portions at least the following information: stage of this Exhibit were omitted development, therapeutic category, targeted indications, mechanism of action, safety profile, and have been filed separately with the Secretary -8- anticipated FDA submission date. If ABBOTT notifies ALZA within thirty (30) days of its receipt of the Commission pursuant data package of its desire to pursue discussions to co-promote and/or license XXXX 7 Methylphenidate in the Company's application requesting confidential treatment under Rule 406 U.S., then the parties shall, in good faith, proceed within three (3) months thereafter to negotiate the terms of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a co-promotion and/or license or collaboration involving such Failed Targetagreement, provide TAKEDA with written notice (the “Failed Target Opportunity Notice”) describing such [***] as well as the thencase may be. ALZA shall not grant any third party any rights that conflict with XXXXXX'x right of first negotiation unless ABBOTT has waived its right to exercise its right of first negotiation to co-current status of its internal research efforts promote and/or license with respect to such Failed Target. TAKEDA shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”XXXX(R) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an [***] prior to expiration of the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall negotiate in good faith an agreement with respect to the grant of rights to TAKEDA with respect to such Failed Target for a period of up to [***] days from the end of the Notice PeriodMethylphenidate. If the Parties do parties are not able to agree upon on the terms with respect of a co- promotion and/or license, as the case may be, after good faith negotiations, within three (3) months of XXXXXX'x notice, then ALZA shall not offer co- promotion and/or license rights to any third party for XXXX(R) Methylphenidate on economic terms and/or structure of the overall arrangement more favorable to such third party than those last offered to ABBOTT, without first re-offering such rights to ABBOTT on such terms in accordance with the procedures set forth in this Article 11, provided that in such case the period for ABBOTT to exercise ---------- its rights and negotiate a written agreement within the [***] day negotiation period, ARCHEMIX shall thereafter have no obligations to TAKEDA with respect to such Failed Target. For purposes of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to be thirty (inter alia30) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements with any Third Party, with respect to the Failed Targetdays.

Right of First Negotiation. If at any time If, during period commencing on the date that any Program Target becomes a Failed Target and continuing until the [***] of such date, ARCHEMIX determines to [***] an internal research and development program (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect to the results of such internal Portions term of this Exhibit were omitted and have been filed separately with Agreement, the Secretary Company desires to expand the nature or scope of the Commission pursuant MTM services it is providing or to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with written notice expand its client base (the “Failed Target Opportunity NoticeExpanded Services”) describing ), the Company shall, prior to the commencement of such [***] as well as the then-current status activities, notify UA of its internal research efforts such desire and grant UA a right of first negotiation with respect to such Failed TargetExpanded Services (“ROFN”). TAKEDA Along with such notice, the Company shall have [***] provide UA with a complete description of its proposed activities and services; including, without limitation, its estimate of the number and qualification of the pharmacists and other personnel necessary in order to perform such Expanded Services. Within thirty (30) days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) after receiving such notice and information, UA shall notify Company in writing whether or not it is interested in negotiating terms to give written notice provide Expanded Services. If UA desires to ARCHEMIX provide the Expanded Services, it must reasonably be able to provide the requisite additional facility space and personnel to accommodate the Expanded Services within a reasonable period of time. If UA notifies Company that it wishes to enter into negotiations with ARCHEMIX with respect to is interested in negotiating such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an [***] prior to expiration of the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIXterms, the Parties parties shall negotiate in good faith for up to thirty (30) days (“Negotiation Period”) after Company receives such notice from UA. If the parties fail to enter into an agreement with respect to the grant within such a Negotiation Period, or if UA does not provide written notice of rights to TAKEDA with respect to such Failed Target for a period of up to [***] days from the end of its interest within the Notice Period. If , then the Parties do Company shall be free to negotiate with any third-party contractor; provided that Company shall not agree upon enter into a final agreement with a third-party contractor unless Company first offers UA the terms with respect opportunity to such agreement within obtain the [***] day negotiation period, ARCHEMIX shall thereafter have no obligations to TAKEDA with respect to such Failed Target. For purposes of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to conduct Expanded Services on the same such terms and UA notifies Company within thirty (inter alia30) days that it is no longer interested. In the event that UA notifies Company that it is not interested in obtaining the right to conduct one or more researchthe Expanded Services, development and/or commercialization programs itself or together the Company shall use its best efforts to collaborate with any Third Party, and/or negotiate and execute agreements with any Third Party, with respect to the Failed TargetUA in selecting a qualified third-party contractor.

Right of First Negotiation. Depomed shall notify Santarus in writing in the event that Depomed desires to grant rights to a Third Party to develop or commercialize a pharmaceutical product containing metformin and another generic active pharmaceutical ingredient (i.e., an active pharmaceutical ingredient that is produced and distributed within the Territory without composition of matter patent protection for the compound) in combination with Depomed’s proprietary Acuform drug delivery technology incorporated within the Products (a “Covered Combination Product”). If at any time during period commencing on the date that any Program Target becomes a Failed Target and continuing until the Santarus notifies Depomed in writing within [***] after receipt of such datenotice (the “Evaluation Period”) that Santarus is not interested in obtaining the applicable rights in and to the applicable Covered Combination Product (the “Covered Combination Product Rights”), ARCHEMIX determines or if Santarus fails to notify Depomed of Santarus’ interest in obtaining the Covered Combination Product Rights, in either case prior to the expiration of the Evaluation Period, then Depomed shall have no further obligation to Santarus under this Agreement with respect to the applicable Covered Combination Product Rights with respect to the applicable Covered Combination Product. If Santarus is interested in obtaining the applicable rights, it shall so notify Depomed in writing prior to the expiration of the Evaluation Period, and upon Depomed’s receipt of such notice Santarus and Depomed shall promptly commence good-faith negotiations, for a period of [***] an internal research and development program (other than such longer period as may be mutually agreed upon by the parties in writing in the conduct event the parties have made material progress in the negotiations (the “Negotiation Period”), regarding the commercially reasonable terms of proof-of-concept development research in animals or humans) an agreement pursuant to develop Aptamers against which Santarus shall obtain the applicable rights. If Depomed and Santarus fail to enter into an agreement for the applicable rights prior to the expiration of the Negotiation Period, then Depomed shall thereafter have the right to negotiate and enter into an agreement with a Third Party granting such Failed Targetrights to a Third Party; provided that, it for a period of [***], any such agreement may not be on terms and conditions materially more favorable to the Third Party than the terms and conditions last offered by Santarus prior to the termination of discussions with Depomed. The provisions of this Section 15.1 shall (A) provide written notice not apply to, and Depomed shall have no obligation to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such noticeSantarus under this Confidential Information, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every indicated by [***] months with respect to the results of such internal Portions of has been omitted from this Exhibit were omitted filing and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity Notice”) describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an [***] prior to expiration of the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall negotiate in good faith an agreement with respect to the grant of rights to TAKEDA with respect to such Failed Target for a period of up to [***] days from the end of the Notice Period. If the Parties do not agree upon the terms with respect to such agreement within the [***] day negotiation period, ARCHEMIX shall thereafter have no obligations to TAKEDA with respect to such Failed Target. For purposes of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements with any Third Party, with respect to the Failed TargetExchange Commission.

Right of First Negotiation. In the event that Executive ----------- -------------------------- desires to Transfer any shares of Common Stock following the IPO Date in a Transfer described in Section 2.1(b), he shall give written notice thereof to AT&T PCS, such notice to specify, among other things, the number of shares that he desires to sell. For the applicable first negotiation period hereinafter set forth, AT&T PCS shall have the exclusive right to negotiate with Executive with respect to the purchase of such shares; it being understood and agreed that such exclusive right shall not be deemed to be a right of first offer or right of first refusal for the benefit of AT&T PCS and Executive shall have the right to reject any offer made by AT&T PCS during such applicable first negotiation period. Upon the expiration of such applicable first negotiation period, Executive shall have the right (for the applicable offer period hereinafter set forth with respect to each applicable first negotiation period), following the expiration of such applicable first negotiation period, to offer and sell such shares included in such written notice on such terms and conditions as shall be acceptable to such Executive in his sole discretion. If at any time during of such shares included in such written notice are not sold pursuant to the provisions of this Section 2.4 prior to the expiration of the applicable offer period, such shares shall become subject once again to the provision and restrictions hereof. If Executive desires to Transfer shares of Common Stock pursuant to Rule 144, the applicable first negotiation period commencing shall be three (3) hours (it being understood and agreed that Executive shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone) and the applicable offer period upon the expiration of such first negotiation period shall be five (5) business days, and in any single transaction or series of related transactions to one or more persons which will result in the Transfer by Executive (together with any other Stockholder participating in such single transaction or series of related transactions) of not more than ten percent (10%) of the Common Stock on a fully diluted basis (excluding for such purposes the Series A Preferred Stock), the applicable first negotiation period shall be one (1) business day, so long as notice of such proposed Transfer is given to AT&T PCS prior to 9:00 A.M. on the date that any Program Target becomes a Failed Target and continuing until the [***] of such date, ARCHEMIX determines day prior to [***] an internal research and development program (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such noticeproposed Transfer (it being understood and agreed that Executive shall, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect in addition to the results giving written notice of such internal Portions of this Exhibit were omitted proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone) and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity Notice”) describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an [***] prior to expiration of the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall negotiate in good faith an agreement with respect to the grant of rights to TAKEDA with respect to such Failed Target for a applicable offer period of up to [***] days from the end of the Notice Period. If the Parties do not agree upon the terms with respect to such agreement within the [***] day negotiation period, ARCHEMIX shall thereafter have no obligations to TAKEDA with respect to such Failed Target. For purposes of clarity, after expiration of such first negotiation period, ARCHEMIX period shall have the unencumbered right to be ten (inter alia10) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements with any Third Party, with respect to the Failed Targetbusiness days.

Right of First Negotiation. If at any time during period commencing on the date that any Program Target becomes a Failed Target and continuing until the [***] of such date, ARCHEMIX determines to [***] an internal research and development program (other than Depomed shall notify Santarus in writing in the conduct event that Depomed desires to divest itself of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect its rights to the results of such internal Portions of this Exhibit were omitted and have been filed separately with Product in the Secretary of the Commission pursuant Territory (e.g., by asset sale or product license to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. research activities and (2a Third Party) on the date on which ARCHEMIX [***] or to [***] [***] with grant rights to a Third Party to develop or commercialize a pharmaceutical product containing metformin and another generic active pharmaceutical ingredient (i.e., an active pharmaceutical ingredient that is produced and distributed within the Territory without composition of matter patent protection for the compound) in combination with Depomed’s proprietary AcuForm drug delivery technology incorporated within the Products (a license or collaboration involving such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity NoticeCombination Product”) describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target). TAKEDA shall have If Santarus notifies Depomed in writing within [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX after receipt of such notice (the “Notice Evaluation Period”) that Santarus is not interested in obtaining all of Depomed’s rights in and to give written notice the Products or the applicable Combination Product (such rights, “Metformin Product Rights”), or if Santarus fails to ARCHEMIX that it wishes notify Depomed of Santarus’ interest in obtaining the Metformin Product Rights, in either case prior to enter into negotiations with ARCHEMIX the expiration of the Evaluation Period, then Depomed shall have no further obligation to Santarus under this Agreement with respect to such Failed Target (an “ROFN Notice”); provided thatthe applicable Metformin Product Rights. If Santarus is interested in obtaining the Metformin Product Rights, if TAKEDA determines not to give an it Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission shall so notify Depomed in writing prior to the expiration of the Notice Evaluation Period, it and upon Depomed’s receipt of such notice Santarus and Depomed shall in good promptly commence good-faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall negotiate in good faith an agreement with respect to the grant of rights to TAKEDA with respect to such Failed Target for a period of up to [***] days from and such longer period as may be mutually agreed upon by the end parties in writing in the event the parties have made material progress in the negotiations (the “Negotiation Period”), regarding the commercially reasonable terms of an agreement pursuant to which Santarus shall obtain the Metformin Product Rights. If Depomed and Santarus fail to enter into an agreement for the Metformin Product Rights prior to the expiration of the Notice Negotiation Period. If , then Depomed shall thereafter have the Parties do not agree upon right to negotiate and enter into an agreement with a Third Party granting the terms with respect Metformin Product Rights to such agreement within the a Third Party; provided that, for a period of [***] day negotiation period], ARCHEMIX any such agreement may not be on terms and conditions materially more favorable to the Third Party than the terms and conditions last offered by Santarus prior to the termination of discussions with Depomed. The provisions of this Section 13.1 shall thereafter not apply to, and Depomed shall have no obligations obligation to TAKEDA with Santarus under this Section 13.1 in respect to such Failed Target. For purposes of, any acquisition of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Depomed by a Third Party, and/or negotiate and execute agreements any merger or consolidation with or involving Depomed, any acquisition by a Third PartyParty of any material portion of the stock of Depomed, with respect or any acquisition by a Third Party of a material portion of the assets of Depomed in addition to the Failed TargetProducts or any Combination Product (“Merger Transaction”).