Common use of Right of Clause in Contracts

Right of. First Refusal ---------------------- If, at any time during the Term of this Lease, as the same may be extended pursuant to the Extension Option, Landlord shall receive a bona fide offer to purchase the Building Parcel from any unrelated third party on terms and conditions which Landlord wishes to accept (the "Offer"), Landlord agrees that Tenant shall have, and Landlord hereby grants to Tenant, a right of first refusal with respect to such Offer ("Right of First Refusal"), exercisable on the terms and conditions set forth in this Subsection. Landlord shall provide written notice to Tenant that Landlord has received an Offer which it wishes to accept, and shall set forth the basic business terms of such Offer ("Offer Notice"). Under no circumstances shall Landlord be required to provide Tenant with a copy of the actual Offer received by Landlord or to identify the name of the potential purchaser to Tenant. Tenant shall have seven (7) business days from the effective date of the Offer Notice to notify Landlord in writing that Tenant wishes to purchase the Building Parcel on the terms and conditions set forth in the Offer Notice ("Acceptance Notice"). If Tenant shall provide its Acceptance Notice to Landlord in a timely manner, then Landlord and Tenant agree to work together in good faith to prepare and enter into a contract for the purchase and sale of the Building Parcel incorporating the Offer terms and conditions. If Tenant shall fail to exercise its Right of First Refusal by providing its Acceptance Notice in a timely manner, then Tenant's Right of First Refusal shall lapse and be of no further force or effect, and Landlord shall thereafter be free to sell the Building Parcel to such third party offeror. Tenant's Right of First Refusal shall not be exercisable at any time that Tenant is in default under any of its material obligations under this Lease. If the Offer is for the purchase of the Project as a whole or for the purchase of the Building as part of a package which includes another building in the Project, then this Right of First Refusal shall not apply.

Right of. First Refusal ---------------------- If------------------------------------------------ -------------- Refusal. The Company shall not, at directly or indirectly, without the prior ------- written consent of the Buyer, offer, sell, grant any time during option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity- equivalent securities in any transaction that is intended to be exempt from the Term registration requirements of the Securities Act (a "Subsequent Financing") for a period of 75 days after the Effectiveness Date (as defined under the Registration Rights Agreement), except (i) the granting of options or warrants to employees, officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible preferred stock in each case disclosed in Schedule 2(c), (iii) ------------- Warrant Shares and Repricing Common Shares, (iv) shares issued in connection with the capitalization or creation of a joint venture with a strategic partner (a Person whose business is primarily that of investing and selling of securities shall not be deemed a strategic partner), (v) shares issued to pay part or all of the purchase price for the acquisition by the Company of a Person (which, for purposes of this Leaseclause (v), as the same may be extended pursuant to the Extension Option, Landlord shall receive not include an individual or group of individuals) and (vi) shares issued in a bona fide offer public offering by the Company of its (and not of any of its stockholders') securities, unless (A) the Company delivers to purchase the Building Parcel from any unrelated third party on terms and conditions which Landlord wishes to accept Buyer a written notice (the "OfferSubsequent Financing Notice") of its intention effect such Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing shall be affected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Buyer shall not have notified the Company by 5:00 p.m. (Salt Lake City time) on the tenth (10th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to enter into or otherwise provide (or to cause its sole designee to provide), Landlord agrees subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Financing Notice. If the Buyer shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Financing substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Financing Notice; provided, that Tenant the Company shall haveprovide the Buyer with a second Subsequent Financing Notice, and Landlord hereby grants to Tenant, a the Buyer shall again have the right of first refusal with respect to such Offer ("Right of First Refusal"set forth above in this Section 4(h)(i), exercisable if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms and conditions set forth in this Subsection. Landlord shall provide written notice to Tenant that Landlord has received an Offer which it wishes to accept, and shall set forth such Subsequent Financing Notice within thirty (30) Trading Days after the basic business terms of such Offer ("Offer Notice"). Under no circumstances shall Landlord be required to provide Tenant with a copy of the actual Offer received by Landlord or to identify the name of the potential purchaser to Tenant. Tenant shall have seven (7) business days from the effective date of the Offer initial Subsequent Financing Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Financing Notice. The rights granted to notify Landlord the Buyer in writing this Section 4(h)(i) are subject to the prior right of first refusal granted to the purchasers of the Company's Series D and Series E preferred stock, to the extent, if any, that Tenant wishes to purchase the Building Parcel they exist on the terms and conditions set forth in the Offer Notice ("Acceptance Notice"). If Tenant shall provide its Acceptance Notice to Landlord in a timely mannerdate hereof, then Landlord and Tenant agree to work together in good faith to prepare and enter into a contract for the purchase and sale but not any modifications, extensions or assignments of the Building Parcel incorporating the Offer terms and conditions. If Tenant shall fail to exercise its Right of First Refusal by providing its Acceptance Notice in a timely manner, then Tenant's Right of First Refusal shall lapse and be of no further force or effect, and Landlord shall thereafter be free to sell the Building Parcel such rights to such third party offeror. Tenant's Right of First Refusal Persons, the parties hereto agreeing that such rights shall not be exercisable at any time that Tenant is in default under any of its material obligations under this Lease. If extended or modified except with the Offer is for the purchase consent of the Project as a whole or for the purchase of the Building as part of a package which includes another building in the Project, then this Right of First Refusal shall not applyBuyer.

Right of. First Refusal ---------------------- IfIf Nucryst receives from a competitor of S&N in the wound care market a bona fide offer (“Qualifying Offer”) to purchase the Technology Assets and Nucryst desires to accept the Qualifying Offer, Nucryst shall give written notice (the “First Refusal Transfer Notice”) to S&N of that desire. The First Refusal Transfer Notice shall describe the Technology Assets and the proposed price (“Offered Purchase Price”) for the sale of the Technology Assets and the proposed terms (“Offered Purchase Terms”) for such sale as set forth in the Qualifying Offer. Nucryst shall not be obligated to provide to S&N a copy of the Qualifying Offer or disclose the name of the competitor of S&N that made the Qualifying Offer. S&N shall have the option (the “Purchase Option”) to purchase all of the Technology Assets for the Offered Purchase Price and on the Offered Purchase Terms. The Purchase Option shall be and remain irrevocable for a period (the “First Refusal Transfer Period”) ending on the earlier of (i) 11:59 p.m. Calgary time on the [***] following the date the First Refusal Transfer Notice is given by Nucryst to S&N; and (ii) 11:59 p.m. Calgary time on the business day prior to the day the Qualifying Offer expires pursuant to its terms. S&N may elect to exercise the Purchase Option by giving written notice of its election to Nucryst, which exercise shall be maintained in confidence by Nucryst. If S&N elects to exercise the Purchase Option, S&N’s notice of election shall fix a closing date (the “First Refusal Transfer Closing Date”) for the purchase of the Technology Assets, which shall not be later than the business day prior to the expiry of the Qualifying Offer. The Offered Purchase Price shall be paid in cash by S&N on the First Refusal Transfer Closing Date. If S&N does not exercise the Purchase Option or if the Purchase Option is exercised but the transition does not close by the expiry of the First Refusal Transfer Period for any reason other than the default of Nucryst, Nucryst shall be permitted to accept the Qualifying Offer or another offer on substantially similar or better terms at any time during the Term period ending [***] (the “First Refusal Free Transfer Period”) after the expiry of this Lease, as the same may be extended First Refusal Transfer Period. If Nucryst does not transfer the Technology Assets pursuant to the Extension Option, Landlord shall receive Qualifying Offer or another offer on substantially similar or better terms within a bona fide offer to purchase the Building Parcel from any unrelated third party on terms and conditions which Landlord wishes to accept (the "Offer"), Landlord agrees that Tenant shall have, and Landlord hereby grants to Tenant, a right of first refusal with respect to such Offer ("Right of First Refusal"), exercisable on the terms and conditions set forth in this Subsection. Landlord shall provide written notice to Tenant that Landlord has received an Offer which it wishes to accept, and shall set forth the basic business terms of such Offer ("Offer Notice"). Under no circumstances shall Landlord be required to provide Tenant with a copy of the actual Offer received by Landlord or to identify the name of the potential purchaser to Tenant. Tenant shall have seven (7) business days from the effective date of the Offer Notice to notify Landlord in writing that Tenant wishes to purchase the Building Parcel on the terms and conditions set forth in the Offer Notice ("Acceptance Notice"). If Tenant shall provide its Acceptance Notice to Landlord in a timely manner, then Landlord and Tenant agree to work together in good faith to prepare and enter into a contract for the purchase and sale of the Building Parcel incorporating the Offer terms and conditions. If Tenant shall fail to exercise its Right of First Refusal by providing its Acceptance Notice in a timely mannerFree Transfer Period, then Tenant's Right of First Refusal shall lapse and be of no further force or effect, and Landlord shall thereafter be free Nucryst’s right to sell the Building Parcel to such third party offeror. Tenant's Right of First Refusal shall not be exercisable at any time that Tenant is in default under any of its material obligations under this Lease. If the Offer is for the purchase of the Project as a whole or for the purchase of the Building as part of a package which includes another building in the Project, then this Right of First Refusal shall not apply.transfer the

Right of. First Refusal ---------------------- IfProvided that the Tenant has not been (and is not then) in breach of its covenants and obligations under this lease, at any time during the Term of this Lease, as the same may be extended pursuant to the Extension Option, Landlord shall receive a bona fide offer to purchase the Building Parcel from any unrelated third party on terms and conditions which Landlord wishes to accept (the "Offer"), Landlord agrees that Tenant shall have, and Landlord hereby grants to Tenant, a right of first refusal with respect to such Offer ("the Tenant the Right of First Refusal")Refusal from November 15, exercisable 1993 up to and including June 30, 2004, on the terms and conditions set forth in this Subsectionof any bona fide Offer to Purchase acceptable to the Landlord. The Landlord shall provide written notice agrees to Tenant that Landlord has received an Offer which it wishes to accept, and shall set forth the basic business terms of such Offer ("Offer Notice"). Under no circumstances shall Landlord be required to provide Tenant with deliver a true copy of any such bona fide Offer to Purchase to the actual Offer received by Landlord or to identify the name of the potential purchaser to Tenant. The Tenant shall have seven (7) 5 business days from such delivery within which to exercise the effective date Right of First Refusal. The Right of First Refusal may only be exercised within such time as is set out above, by the Tenant delivering a notice in writing to the Landlord of the Tenant’s intention to exercise the Right of First Refusal, together with a certified cheque payable to the Landlord for the deposit contemplated by the Offer Notice to notify Landlord in writing that Tenant wishes Purchase, whereupon a binding agreement to purchase the Building Parcel Premises shall exist between the Landlord and Tenant on the terms and conditions set forth contained in the said bona fide Offer Notice ("Acceptance Notice")to Purchase. If the Tenant does not deliver the above deposit cheque and a notice in writing to the Landlord indicating the Tenant’s intention to exercise this Right of First Refusal, the Premises may thereafter be sold by the Landlord subject to the financial terms and conditions contained therein, but not otherwise, and failing selling the Premises as aforesaid, the provisions of this Section shall provide its Acceptance Notice apply to any future bona fide Offers to Purchase. If the Premises are sold by the Landlord to the persons identified in a timely mannerthe said bona fide Offer to Purchase, subject to the terms and conditions contained therein, then Landlord and Tenant agree to work together in good faith to prepare and enter into a contract for the purchase and sale of the Building Parcel incorporating the Offer terms and conditionsthis Section shall have no further effect. If Tenant shall fail to exercise its This Right of First Refusal by providing its Acceptance Notice in a timely manner, then Tenant's Right of First Refusal shall lapse and may only be of no further force or effect, and Landlord shall thereafter be free to sell the Building Parcel to such third party offeror. Tenant's Right of First Refusal shall not be exercisable at any time that Tenant is in default under any of its material obligations under this Lease. If the Offer is for the purchase of the Project as a whole or for the purchase of the Building as part of a package which includes another building in the Project, then this Right of First Refusal shall not apply.exercised by:

Right of. SECOND REFUSAL - 15440 LAGUNA CANYON ROAD. In the event Tenant has previously added or irrevocably committed to add all of 47 Discovery to the Premises whether by exercise of its Expansion Right or First Refusal ---------------------- IfRight, and whether or not the Commencement Date for all of 47 Discovery has yet occurred or in the event some third party has leased all of 47 Discovery, Tenant shall have a one-time right applicable to the initial leasing only, which is subject and subordinate to the prior rights of The Boeing Company ("Boeing"), of refusal ("Second Right") to lease any space within the building located at 00000 Xxxxxx Xxxxxx Xxxx (the "Second Right Space"). At any time during after the Term date of this LeaseLease and provided Tenant has already irrevocably committed to add all of the space in 47 Discovery to the Premises by exercise of its Expansion Right or First Right, as but prior to leasing the same Second Right Space, or any portion thereof to any third party, if Landlord has reached a tentative agreement (which may be extended pursuant a nonbinding, tentative agreement) to lease any of the Extension OptionSecond Right Space to a third party, Landlord shall receive a bona fide offer to purchase give Tenant written notice describing the Building Parcel from any unrelated third party on terms and conditions which Landlord wishes to accept space (the "OfferDesignated Second Right Space") and the basic economic terms including but not limited to the Basic Rent, term, operating expenses, and tenant improvement allowance (collectively, the "Second Right Economic Terms"), tentatively agreed upon for such lease. It is understood that should Landlord agrees that intend to lease other space in addition to the Second Right Space as part of a single transaction, then Landlord's notice shall so provide and all such space shall collectively be subject to the following provisions. If the Designated Second Right Space is less than one complete floor, Tenant's Second Right shall be exercisable at a minimum with respect to the entire floor which contains the Designated Second Right Space. Landlord may elect, in its sole discretion, to give notice concurrently to Boeing and to Tenant of any proposed transaction for the Second Right Space and Tenant's right to lease such Second Right Space shall have, and Landlord hereby grants be conditioned on Boeing electing not to Tenant, a right of first refusal exercise its rights with respect to such Offer Second Right Space but Tenant shall have the right (assuming Boeing declines to exercise its prior right) to exercise its Second Right with respect to any of the Second Right Space then remaining unleased upon the Economic Terms set forth in Landlord's notice given pursuant to this paragraph. Within five (5) business days after receipt of Landlord's notice of Second Right Economic Terms, Tenant shall give Landlord written notice ("Tenant's Second Right Acceptance Notice") pursuant to which Tenant shall elect to: (i) lease the Designated Second Right Space but in no event less than one complete floor of First Refusal")the Second Right Space or to lease all remaining Second Right Space upon the same Economic Terms; or (ii) decline to lease the Designated Second Right Space, exercisable on in which event Landlord may lease the Designated Second Right Space to any third party upon the Economic Terms and such other terms and conditions as it deems appropriate. In the event that Tenant fails to respond in writing to Landlord's notice within said five (5) business day period, Tenant shall be deemed to have elected clause (ii) above. In the event Tenant elects not to lease the Designated Second Right Space or fails to respond, Tenant's Second Right as set forth in this Subsectionsubsection shall terminate as to any remaining Second Right Space. In the event that Landlord shall provide written notice to Tenant that Landlord has received an Offer which it wishes to acceptnot enter into a lease for the Designated Second Right Space, and shall set forth the basic business terms of such Offer ("Offer Notice"). Under no circumstances shall Landlord be required to provide Tenant or a portion thereof, with a copy of third party within one hundred eighty (180) days following Landlord's notice described above, then prior to leasing the actual Offer received by Designated Second Right Space to any third party thereafter, Landlord or to identify shall repeat the name of the potential purchaser to Tenant. Tenant shall have seven (7) business days from the effective date of the Offer Notice to notify Landlord in writing that Tenant wishes to purchase the Building Parcel on the terms and conditions procedures set forth in the Offer Notice ("Acceptance Notice"). If Tenant shall provide its Acceptance Notice to Landlord in a timely manner, then Landlord and Tenant agree to work together in good faith to prepare and enter into a contract for the purchase and sale of the Building Parcel incorporating the Offer terms and conditions. If Tenant shall fail to exercise its Right of First Refusal by providing its Acceptance Notice in a timely manner, then Tenant's Right of First Refusal shall lapse and be of no further force or effect, and Landlord shall thereafter be free to sell the Building Parcel to such third party offeror. Tenant's Right of First Refusal shall not be exercisable at any time that Tenant is in default under any of its material obligations under this Lease. If the Offer is for the purchase of the Project as a whole or for the purchase of the Building as part of a package which includes another building in the Project, then this Right of First Refusal shall not applysubsection one final time.

Right of. First Refusal ---------------------- If------------------------------------------------ -------------- Refusal. The Company shall not, at directly or indirectly, without the prior ------- written consent of the Buyer, offer, sell, grant any time during option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity- equivalent securities in any transaction that is intended to be exempt from the Term registration requirements of the Securities Act (a "Subsequent Financing") for a period of 75 days after the Effectiveness Date (as defined under the Registration Rights Agreement), except (i) the granting of options or warrants to employees, officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible preferred stock in each case disclosed in Schedule 2(c), (iii) ------------- Warrant Shares and Repricing Common Shares, (iv) shares issued in connection with the capitalization or creation of a joint venture with a strategic partner (a Person whose business is primarily that of investing and selling of securities shall not be deemed a strategic partner), (v) shares issued to pay part or all of the purchase price for the acquisition by the Company of a Person (which, for purposes of this Leaseclause (v), as the same may be extended pursuant to the Extension Option, Landlord shall receive not include an individual or group of individuals) and (vi) shares issued in a bona fide offer public offering by the Company of its (and not of any of its stockholders') securities, unless (A) the Company delivers to purchase the Building Parcel from any unrelated third party on terms and conditions which Landlord wishes to accept Buyer a written notice (the "OfferSubsequent Financing Notice") of its intention effect such Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing shall be affected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Buyer shall not have notified the Company by 5:00 p.m. (Salt Lake City time) on the tenth (10th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to enter into or otherwise provide (or to cause its sole designee to provide), Landlord agrees subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Financing Notice. If the Buyer shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Financing substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Financing Notice; provided, that Tenant the Company shall haveprovide the Buyer with a second Subsequent -------- Financing Notice, and Landlord hereby grants to Tenant, a the Buyer shall again have the right of first refusal with respect to such Offer ("Right of First Refusal"set forth above in this Section 4(h)(i), exercisable if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms and conditions set forth in this Subsection. Landlord shall provide written notice to Tenant that Landlord has received an Offer which it wishes to accept, and shall set forth such Subsequent Financing Notice within thirty (30) Trading Days after the basic business terms of such Offer ("Offer Notice"). Under no circumstances shall Landlord be required to provide Tenant with a copy of the actual Offer received by Landlord or to identify the name of the potential purchaser to Tenant. Tenant shall have seven (7) business days from the effective date of the Offer initial Subsequent Financing Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Financing Notice. The rights granted to notify Landlord the Buyer in writing this Section 4(h)(i) are subject to the prior right of first refusal granted to the purchasers of the Company's Series D and Series E preferred stock, to the extent, if any, that Tenant wishes to purchase the Building Parcel they exist on the terms and conditions set forth in the Offer Notice ("Acceptance Notice"). If Tenant shall provide its Acceptance Notice to Landlord in a timely mannerdate hereof, then Landlord and Tenant agree to work together in good faith to prepare and enter into a contract for the purchase and sale but not any modifications, extensions or assignments of the Building Parcel incorporating the Offer terms and conditions. If Tenant shall fail to exercise its Right of First Refusal by providing its Acceptance Notice in a timely manner, then Tenant's Right of First Refusal shall lapse and be of no further force or effect, and Landlord shall thereafter be free to sell the Building Parcel such rights to such third party offeror. Tenant's Right of First Refusal Persons, the parties hereto agreeing that such rights shall not be exercisable at any time that Tenant is in default under any of its material obligations under this Lease. If extended or modified except with the Offer is for the purchase consent of the Project as a whole or for the purchase of the Building as part of a package which includes another building in the Project, then this Right of First Refusal shall not applyBuyer.