Common use of Exercise of HMR RIGHT OF FIRST OFFER Clause in Contracts

Exercise of HMR RIGHT OF FIRST OFFER. At any time within ninety (90) days after receipt of the MEDICIS NOTICE, HMR may, by giving written notice to MEDICIS, elect to exercise the HMR RIGHT OF FIRST OFFER on the terms set forth in the MEDICIS NOTICE or such other terms as the parties may agree, which shall be documented in a written agreement. During such ninety (90) day period, neither MEDICIS nor its AFFILIATES, or any person acting on their behalf, will directly or indirectly solicit or encourage any inquiries or proposals for, or enter into any discussions with respect to, the license and/or sale outside the TERRITORY of the MEDICIS NEWLY DEVELOPED PRODUCT to any third party.