Right of Negotiation. Landlord hereby grants to Tenant a right of negotiation during the period commencing on the Rent Commencement Date and continuing for the first five (5) Lease Years of the initial Lease Term with respect to any space becoming available on a multi-tenant basis (i.e., available for a lease of less than materially all of a particular building) with respect to the buildings located at 121, 151 or 171 Oyster Point Boulevard, or in the buildings to be constructed at 131, 161 or 181 Oyster Point Boulevard (collectively, the "Negotiation Space"). Notwithstanding the foregoing, such negotiation right of Tenant shall be subordinate to all rights of Superior Right Holders.

Right of Negotiation. In the event that [[EPIZYME:Organization]] or any Affiliate desires to grant to a Third Party rights to Develop or Commercialize (including rights to distribute) any Licensed Compound or Licensed Product in any country in Asia, then [[EPIZYME:Organization]] shall provide EISAI with written notice (a “Third Party Offer Notice”) that [[EPIZYME:Organization]] is soliciting offers from Third Parties for such rights. [[EPIZYME:Organization]] shall not enter into any agreement with respect to such rights with any Third Party until thirty (30) days (or such longer period as the Parties may agree) after delivery of the Third Party Offer Notice to EISAI. If, within such thirty (30) day (or such longer period as the Parties may agree) period, EISAI delivers to [[EPIZYME:Organization]] a written offer proposing financial and other terms for the expansion of this Agreement to include such rights, then [[EPIZYME:Organization]] shall negotiate such offer with EISAI exclusively and in good faith for a period of thirty (30) days (or such longer period as the Parties may agree) (the “Negotiating Period”) and [[EPIZYME:Organization]] shall not discuss or enter into any agreement with respect to such rights with any Third Party during the Negotiating Period. If the Parties do not reach a written agreement for the expansion of rights under this Agreement during the Negotiating Period, then [[EPIZYME:Organization]] and its Affiliates thereafter shall be free to enter into an agreement with a Third Party with respect to such rights on such terms as [[EPIZYME:Organization]] may determine in its sole discretion. If EISAI fails to provide [[EPIZYME:Organization]] with a written offer proposing financial and other terms for the expansion of this Agreement to include such rights during the applicable thirty (30) day (or such longer period as the Parties may agree), then [[EPIZYME:Organization]] and its Affiliates shall be free to enter into an agreement with a Third Party with respect to such rights on such terms as [[EPIZYME:Organization]] may determine in its sole discretion.

Right of Negotiation. In the event that [[Cellectis:Organization]] proposes to enter into any Third Party agreement related to the Development or Commercialization of any product Targeting an Other [[Cellectis:Organization]] Target, [[Cellectis:Organization]] will provide Allogene with written notice of such intent and will negotiate in good faith with Allogene regarding Allogene’s purchase or license of such product Targeting an Other [[Cellectis:Organization]] Target.

Right of Negotiation. Cara grants to VFMCRP a first right of negotiation to obtain an exclusive license to develop and commercialize Licensed Product in the Licensed Territory in therapeutic uses relating to the prevention or treatment of acute pain in hospital settings (the “Additional I.V. Indications”). To exercise such right, VFMCRP shall give Cara written notice of its desire to obtain such license, and such notice shall include its proposed main terms for such license. Upon such exercise of such right by VFMCRP, the Parties shall negotiate exclusively and in good faith the terms of an agreement under which Cara would grant VFMCRP an exclusive license to develop, manufacture and commercialize the Licensed Product in the Additional I.V. Indications in the Licensed Territory, such negotiation for up to ​.

Negotiation. If a dispute or controversy arises under or in connection with this Agreement, the parties agree first to try in good faith to settle the dispute or controversy. Any party may initiate the negotiation process by written notice to the others, identifying the dispute or controversy and the desire for negotiation.

Negotiation. If a dispute between the parties arises under this Agreement, the parties shall negotiate in good faith in an attempt to resolve their differences. The obligation of the parties to negotiate in good faith shall commence immediately, and shall continue for a period of at least thirty (30) days (“Negotiation”). If Negotiation fails to resolve a dispute between the parties within the first thirty (30) days, the parties may proceed to mediation (a “Mediation”).

Negotiation. In the event of any Dispute, the Parties shall promptly seek to resolve any such Dispute by negotiations between senior executives of the Parties who have authority to settle the Dispute. When a Party believes there is a Dispute under this Agreement, then such Party will give the other Parties written notice of the Dispute. Within thirty (30) days after receipt of such notice, the receiving Parties shall submit to the notifying Party a written response to such notice. Both the notice and the response to such notice shall include # a statement of each Party’s position and a summary of the evidence and arguments supporting such position, and # the name, title, fax number, email address and telephone number of the executive or executives who will represent the Party giving such notice or responding thereto. If the Dispute involves a claim arising out of the actions of any Person not a signatory to this Agreement, the receiving Party shall have such additional time as necessary, not to exceed an additional thirty (30) days, to investigate the Dispute before submitting a written response to such notice. The executives shall meet at a mutually acceptable time and place within fifteen (15) days after the date of the response and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute.

Negotiation. The parties recognize that disputes as to certain matters may from time to time arise during the Term, which relate to either party’s rights and/or obligations hereunder (“Disputes”). It is the objective of the parties to establish procedures to facilitate the resolution of Disputes arising under this Agreement in an expedient manner by mutual cooperation and negotiation. The parties agree that prior to any arbitration concerning this Agreement or any court action relating to patent rights, [[Senomyx:Organization]]’s president and [[Firmenich:Organization]]’s Corporate Vice President, Research and Development will meet in person or by video-conferencing in a good faith effort to resolve any disputes concerning this Agreement. Within […​…] of a formal request by either party to the other party, either party may, by written notice to the other party, have such dispute referred to their respective officers designated or their successors, for attempted resolution by good faith negotiations, such good faith negotiations to begin within […​…] after such notice is received.

Termination of Right of Negotiation. The rights contained in this Section 1.4 may only be exercised by Tenant if Tenant occupies the entire Premises. The right of negotiation granted herein shall terminate as to any space described in a Negotiation Notice upon the failure by Tenant to exercise its right of negotiation with respect to such space as offered by Landlord. Tenant shall not have the right to lease Negotiation Space, as provided in this Section 1.4, if, as of the date of the attempted exercise of any right of negotiation by Tenant, Tenant is in default under this Lease or Tenant has previously been in default under this Lease more than once.

Article # OPTION GRANTS 29