Right of first negotiation clause samples

2. Right of First Negotiation. SutroVax shall notify Lonza in writing the first time SutroVax desires to engage in bona fide term sheet discussions for the engagement of a third party contract manufacturer who is not an acquiror, affiliate or sublicensee of SutroVax (“Third Party Contract Manufacturer”) to provide manufacturing services to SutroVax for the commercial supply of SVX-24 (the “Commercial Services”). The parties agree that Lonza shall have a one-time right of first negotiation for the provision of such Commercial Services, provided that Lonza can manufacture SVX-24 with acceptable quality, at an appropriate scale to meet anticipated capacity requirements, at a price acceptable to the parties and in a time frame that allows SutroVax to meet its corporate objectives. Lonza shall provide SutroVax with written notification of its interest to provide Commercial Services, together with a proposal for such Commercial Services (together with timeline, facility and pricing), within [***] days after receiving such notification (the “Commercial Proposal”). After receiving such Commercial Proposal and so long as such Commercial Proposal provides [***], SutroVax and Lonza will negotiate in good faith the terms and conditions for Lonza to provide such Commercial Services to SutroVax. In the event Lonza does not provide SutroVax with its interest and such Commercial Proposal within such [***]-day period, or in the event Lonza provides SutroVax such Commercial Proposal but SutroVax and Lonza, despite negotiations in good faith for a period of [***] days, do not enter into a services agreement governing the terms and conditions for such Commercial Services (“Commercial Agreement”), SutroVax shall have the right to enter into an agreement with any other Third Party Contract Manufacturer for the provision of Commercial Services by such Third Party Contract Manufacturer, without further obligation to Lonza under this Paragraph 2.

(b) SOLMIC shall respond to PIVOT within forty-five (45) days following its receipt of such notice to indicate its interest in exercising its Right of First Negotiation. For a period of up to sixty (60) days after PIVOT receives notice of SOLMIC’s intention to exercise its Right of First Negotiation, the Parties shall negotiate in good faith a reasonable agreement mutually acceptable to both Parties. In the event that SOLMIC fails to respond within forty-five (45) days, or affirmatively indicates that it is not interested in exercising its Right of First Negotiation, or if the Parties fail to reach a definitive agreement within the ninety (90) days mentioned above, PIVOT shall be free to start negotiations with a Third Party, provided, however that PIVOT shall not make any offer to a Third Party on material terms (such as financial terms, forecasts) more favorable than those previously offered to SOLMIC with respect to such opportunity without first offering such more favorable terms to SOLMIC.

2.5.2. Bio Palette ROFN. If, at any time during the Term, Beam Controls any Patent [**] other than the Beam Patents and intends to grant a license under such Patent [**], prior to entering into negotiations with any Third Party regarding any such license, Beam shall provide notice to Bio Palette identifying such Patent, and Bio Palette shall have an exclusive right of first negotiation for an exclusive license under such Patent to Exploit products [**]. Bio Palette shall have [**] after receipt of each such notice from Beam to provide Beam notice that it desires to exercise such exclusive right of first negotiation. If Bio Palette provides such an exercise notice, the Parties will promptly commence good faith negotiations regarding the terms of an agreement providing for the grant of [**]. In the event that the Parties fail to reach agreement within [**] from the date of Bio Palette’s exercise notice with respect to such agreement, Beam may [**]; provided that (a)Beam may only [**], and (b)Beam shall not [**]. For the avoidance of doubt, if Beam provides notice to Bio Palette for the field and territory described in either, but not both of, clause (a)or clause (b)of the first sentence of this Section2.5.2 with respect to any Patent, then Bio Palette’s right of first negotiation shall continue to apply with respect to such Patent for the field and territory for which Beam has not provided such notice.

2.4 Ovid hereby grants Lundbeck a right of first negotiation, [*] to enter into an agreement to Develop and/or Commercialise Compound and/or Product in [*] (the “Right of First Negotiation”). If Ovid intends to enter into a Partnership to Develop and/or Commercialise Compound and/or Product in [*], Ovid shall notify Lundbeck in writing of Ovid’s intention, including a brief description of the intended Partnership and the [*] (“Ovid’s Negotiation Notice”). Lundbeck shall have [*] following the date of Ovid’s Negotiation Notice to notify Ovid in writing that Lundbeck wishes to exercise its Right of First Negotiation (the “Exercise Notice”). If Ovid’s Negotiation Notice pertains to [*], then the Exercise Notice shall specify [*] Lundbeck wishes to exercise its Right of First Negotiation. If Lundbeck delivers the Exercise Notice within such [*] period, then the Parties shall engage in exclusive good faith negotiations for a period of up to [*] to enter into definitive agreements for the proposed agreement (the “Negotiation Period”).

its right of first negotiation. On November 2, 2015, Regeneron notified the Company that it was not exercising this right of first negotiation.

2.3 Right of First Negotiation. For the ninety (90) day period commencing on the Voting Shares Closing Date (the “ROFN Period”), the Trust hereby unconditionally and irrevocably grants to ADMA Biologics an exclusive right of first negotiation for the purchase of all of the ADMA Voting Shares at such price and upon such terms as the Trust and ADMA Biologics may mutually agree; provided however, that a definitive agreement concerning the purchase of the ADMA Voting Shares shall require that the closing of the purchase of such shares by ADMA shall (i) be in cash paid in full at closing and (ii) occur no later than the earlier of: (x) three (3) months from date on which a definitive agreement for the sale of the ADMA Voting Shares is executed by the Trust and ADMA Biologics or (y) six (6) months from the Voting Shares Closing Date. ADMA Biologics and the Trust agree to negotiate in good faith during the ROFN Period.

Right of First Negotiation.On an Optioned Product-by-Optioned Product basis, Bayer will have the right of first negotiation for a license agreement (with CRISPR) (each, a “License Agreement”) for such Optioned Product (such right, a “ROFN”), which ROFN may be exercised by Bayer providing written notice of such exercise to CRISPR during (i) the period beginning on the effective date of a Co-Commercialization Agreement and ending on the three (3) month anniversary of such effective date, or (ii) the Option Negotiation Period and prior to entering into a Co-Commercialization Agreement. For the avoidance of doubt, (A) Bayer may only exercise a ROFN with respect to an Optioned Product and (B) each Optioned Product for which Bayer has exercised its ROFN may be subject to a separate License Agreement.

Section2.7 Right of First Negotiation. Following completion of Milestone 1, Pineworld will have a 30 day right of first negotiation to manufacture HSC in the Territory, in the event that Histogen decides to use a Third Party to manufacture HSC in the Territory during the Term.

Right of First Negotiation.Tenant shall have a right of first negotiation to further extend the Term of this Lease after the expiration of the last extension period granted to Tenant under the Lease.In the event that Tenant notifies Landlord in writing [***] that Tenant desires to exercise its Right of First Negotiation, then for a period of [***] from the date Tenant notifies Landlord that it is exercising its Right of First Negotiation ("Negotiation Period"), Landlord shall negotiate exclusively and in good faith with Tenant with respect to an extension of the Term of the Lease.In the event the parties are unable to reach agreement within the Negotiation Period, despite using commercially reasonable efforts to do so, this Right of First Negotiation shall expire.

3.4 Right of First Negotiation. Biogen shall have a right of first negotiation, as provided in this Section3.4, to negotiate with Kiniksa for an agreement providing for the grant to Biogen or its Affiliates of the right to Exploit any Product in the Field and in the Territory under the circumstances described below (each, a “Right of First Negotiation”).

3.4.4 Termination of Right of First Negotiation. Biogen’s Right of First Negotiation described in this Section3.4 will terminate and be of no further effect on the earliest of (a)the date upon which Kiniksa has a first commercial sale of the Product in the United States; (b)the [***] year anniversary of the Effective Date; or (c)with respect to a Change of Control Transaction, upon the consummation of a bonafide Change of Control Transaction between Kiniksa and a Third Party that has [***] after application of any of subsections 3.4.1(e)(i)(A), (e)(i)(B)or (e)(ii), to the extent applicable, and within the time periods specified in subsection 3.4.1(e).