Right of First Refusal

Tenant is granted the right of first refusal to lease all premises in the Building, as set forth in the Lease.

Except for Permitted Transfers described in Section 8.2(a)(i) through (a)(iv), no Member (the "Selling Member") may Transfer all or any portion of its Interest to any Person, unless the Selling Member first provides an offer notice (an "Offer Notice") to the other Member (the "Notified Member") stating that the Selling Member desires to Transfer all or a portion of its Interest, designating the specific portion of the Interest (the "Offered Interest") that the Selling Member desires to Transfer, and specifying the proposed purchase price (the "Offered Price") and all of the other proposed terms and conditions of the proposed Transfer of the Offered Interest (the "Offered Terms")

Tenant shall have the following expansion rights with respect to the full third (3rd) floor, and the full fourth (4th) floor of the Building (each of the third (3rd) floor and the fourth (4th) floor, an "Expansion Premises"). Commencing on the Effective Date, Tenant may, at any time and from time to time, lease the ROFR Premises pursuant to the ROFR Procedure (as defined below).

Tenant shall have the following expansion rights with respect to the full third (3rd) floor, and the full fourth (4th) floor of the Building (each of the third (3rd) floor and the fourth (4th) floor, an "Expansion Premises"). Commencing on the Effective Date, Tenant may, at any time and from time to time, lease the ROFR Premises pursuant to the ROFR Procedure (as defined below).

If Lessor receives a bona fide offer to purchase a Property, Lessor shall provide Lessee with a copy of the offer. Lessee has the right to purchase Lessor's interest in the Property for the same price and on the same terms as the offer, subject to certain conditions.

The right of first refusal set forth in Section 9 of the Second Amendment shall continue to apply during the Lease Term as to the Existing Premises and the Third Expansion Term, provided that the First Refusal Space is hereby modified such that it also includes all or any portion of the building located at 3955 Trust Way which is commonly known as Building H.

Before any Shares held by Purchaser or any transferee of such Shares (either sometimes referred to herein as the "Holder") may be sold or otherwise transferred (including without limitation a transfer by gift or operation of law), the Company and/or its assignee(s) will have a right of first refusal to purchase the Shares to be sold or transferred (the "Offered Shares") on the terms and conditions set forth in this Section (the "Right of First Refusal").

As of the date hereof, Landlord hereby grants to the Tenant originally named herein (the 'Original Tenant') and its Permitted Transferee Assignee a one-time right of first refusal (the 'Right of First Refusal') with respect to the space comprised of

We have agreed to grant Maxim, for the twelve (12) month period following the commencement of sales of this offering, a right of first refusal to act as lead managing underwriter and book runner for any and all future public or private equity, equity-linked offerings during such twelve (12) month period by us, or any successor to or any subsidiary of our company subject to such procedures as agreed upon in the underwriting agreement.

As of the date hereof, Tenant has no further rights, and Landlord has no further obligations, pursuant to Section 6 of the Lease.

If this option to purchase the premises, or portion thereof, is not exercised by the Lessee within the prescribed time, Lessor will be free to sell its interest in the Premises to the person who made the original offer, under the terms and conditions and for the price stated in that original offer, under the terms and conditions and for the price stated in that original offer which had been submitted to the Lessee along with Lessor's notice of intention to sell. If Lessor wishes to sell to such offeror on terms materially more beneficial to the offeror, Lessor shall be required to renotify Lessee of such changed terms pursuant to subparagraph (b) above and Lessee will be entitled to exercise its right of first refusal as to such amended terms.

If Lessor receives a bona fide offer to purchase a Property, Lessor shall provide Lessee with a copy of the offer. Lessee has the right to purchase Lessor's interest in the Property for the same price and on the same terms as the offer, subject to certain conditions.

The right of first refusal set forth in Section 9 of the Second Amendment shall continue to apply during the Lease Term as to the Existing Premises and the Third Expansion Term, provided that the First Refusal Space is hereby modified such that it also includes all or any portion of the building located at 3955 Trust Way which is commonly known as Building H.

Subject to the 'Repurchase Limitation' in Section 8(m), the Option or SAR may include a term whereby the Company may elect to exercise a right of first refusal following receipt of notice from the Participant of the intent to transfer all or any part of the shares of Common Stock received upon the exercise of the Option or SAR. Except as otherwise provided in this Section 5(o) or in the applicable Stock Award Agreement, a right of first refusal will comply with the Company's bylaws.

The property manager, [Company.Name], has a right of first refusal to purchase the [Property.Name]. A Subordination, Non-Disturbance and Attornment Agreement was entered into with [Company.Name], which states that the right of first refusal does not apply to a foreclosure, including judicial and nonjudicial foreclosure and deed-in-lieu of foreclosure, but will apply to subsequent transfers.

The hotel manager, Marriott Hotel Services, Inc., has a right of first refusal in connection with any proposed bona fide offer to purchase the hotel portion of the Mortgaged Property. The hotel management agreement states that such right of first refusal is subordinate to the mortgage so long as (i) in the event the lender comes into possession of the hotel portion of the property by virtue of a foreclosure or deed-in-lieu thereof of the Mortgaged Property, Marriott Hotel Services, Inc. may not be disturbed in its rights under the hotel management agreement, and (ii) no other event has happened or condition exists that allows the borrower to terminate the hotel management.

2.11. Right of First Refusal. Commencing on the Effective Date and expiring on the [***] anniversary thereof ("ROFR Term"), BioNTech on behalf of itself and its Affiliates hereby grants (and procures the grant to) Pfizer the exclusive right of first refusal ("Right of First Refusal") to acquire a worldwide, exclusive license, with the right to sublicense (through multiple tiers), under Intellectual Property Rights Controlled by BioNTech and its Affiliates to use, have used, Develop, have Developed, Manufacture, have Manufactured, Commercialize, have Commercialized and otherwise Exploit immunogenic compositions comprising RNA that encodes at least one Antigen for prophylaxis against respiratory syncytial virus ("RSV") or human cytomegalovirus ("hCMV") in the Territory (each a "Partnered Field" and collectively, the "Partnered Fields") as follows: 2.11.1. During the ROFR Term,BioNTech shall notify Pfizer in writing before

As long as BIOPHYTIS enjoys exclusive exploitation rights over the share of the ESTABLISHMENTS within the SCOPE and the TERRITORY, BIOPHYTIS will have a right of first refusal on any concession of commercial exploitation rights of one or more PATENT(S) outside the SCOPE.

Tenant shall have a Right of First Refusal on the adjacent Suite - 4th floor South, comprised of 2,306 square feet. The current Lease on 4th floor south expires in August 2012.

Landlord hereby grants Tenant a right of first refusal to lease the suite known as "4th Floor South". If Landlord is in negotiations with a proposed tenant for such suite, and such negotiations result in a letter of intent, Landlord shall provide Tenant with a copy of such letter of intent, together with a copy of the proposed lease. Tenant may elect to lease all, but not less than all, of the space which is the subject of the letter of intent and proposed lease, on the same terms and conditions set forth therein, by giving Landlord written notice thereof within five (5) days after receipt of such documents.

If a Member intends to transfer their Interest, they must provide written notice to the other Member and offer to sell the Interest at the price intended for a third-party transaction. The other Member has the option to accept the offer within a specified period and purchase the Interest.