definiens: ) Dear David : Words and expressions defined or interpreted in the Agreement shall have the same meanings and interpretations when used in this letter ( the ) . The Agreement is hereby amended to insert the following as Section 2.10 : " 2.10 [ Second - Generation Interferon Gamma Product ] : ( a ) [COMPANY] [ grants ] BI a [ right of first negotiation ] for the [ development ] of any [ Second - Generation Interferon Gamma Product ] ( as defined in Section 2.10(b » of [ [COMPANY] ] as follows : If [ [COMPANY] pursues the development ] of any [ Second­Generation Interferon Gamma Product in Territory No.1 ] for which it [ wishes to seek a corporate partner, ] then prior to [ negotiating with any corporate partner to develop such Second - Generation Interferon Gamma Product in Territory No.1, [COMPANY] ] shall notify [ BI ] in writing, and shall provide [ BI ] with all [ relevant data in [COMPANY] 's possession and control ] reasonably necessary for [ BI 's evaluation of its interest in developing and/or marketing such Second - Generation Interferon Gamma Product . ] If [ [COMPANY] ] also intends such [ corporate partner to participate concurrently in a research program for Second - Generation Interferon Gamma Products ( a ), then 403385 v2 / HN 8n9502!.DOC 1