First Negotiation Clause Samples
The First Negotiation clause establishes a party’s right to be the initial entity with whom negotiations are conducted regarding a specific transaction or opportunity. In practice, this means that before the offering party can approach or accept offers from third parties, they must first engage in good faith negotiations with the party granted this right, such as for licensing intellectual property or selling an asset. This clause ensures that the holder has a prioritized opportunity to secure a deal, thereby protecting their interests and potentially rewarding their prior involvement or investment.
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First Negotiation. If Writer is entitled to sole Screenplay Credit on the Picture, and within seven (7) years after the initial general theatrical release of the Picture, Company produces a live action English-language theatrical sequel, live action English-language theatrical prequel, live action English-language theatrical remake, or live action English-language television production based upon the Picture, and if Writer is then active as a professional writer in the theatrical motion picture or television industry, whichever is the applicable medium, then Company shall first negotiate with Writer for Writer’s services in connection with the first such production, provided that: (i) any engagement in connection with a television production shall be subject to licensee and/or distributor and/or financier approval, as applicable; and (ii) Writer's right of first negotiation with respect to a television series shall apply only to the pilot or the first episode if there is no pilot. The foregoing right of first negotiation shall apply to subsequent live action English-language theatrical sequels, live action English-language theatrical prequels, live action English-language theatrical remakes and live action English-language television productions but only if Writer was actually engaged for the first such production and Writer received sole "Screenplay Credit" for the immediately preceding live action English-language theatrical sequel, live action English-language theatrical prequel, live action English-language theatrical remake or live action English-language television production, as applicable. If Company and Writer do not reach an agreement within fifteen (15) business days after commencement of negotiations, Company shall have no further obligation to Writer with respect to such live action English-language theatrical sequels, live action English-language theatrical prequels, live action English-language theatrical remakes or television productions, except as set forth in Paragraph 7B below.
First Negotiation. In the event the parties negotiate and agree to an Annual Fixed Rent and have executed a written agreement establishing same on or before the seventy-fifth (75th) day prior to the Commencement, then said Annual Fixed Rent shall be binding upon the parties commencing with the first (1st) day, but Tenant commences to pay Annual Fixed Rent with respect to such Additional Premises (the "Additional Premises Rent Commencement Date").
First Negotiation. If at any time subsequent to the time periods set forth in Section 10.2 above, Owner intends to license, sell, transfer, assign, hypothecate or in any way convey or dispose of any of the Negotiable Rights or any portion thereof, Owner shall, before offering such Negotiable Right(s) to any other party, give Company written notice ("Notice") identifying the Negotiable Right(s) which Owner wishes to so convey ("Offered Right(s)") and the terms on which Owner wishes to negotiate in respect of such Offered Right(s). Company shall have the right, exercisable by written notice to Owner within ten (10) business days following Company's actual receipt of the Notice, to advise Owner as to whether Company wishes to negotiate regarding the Offered Right(s). If Company notifies Owner in writing that it wishes to so negotiate, Owner and Company shall negotiate in good faith regarding such Offered Right(s). If Owner and Company reach agreement as to financial terms, including any term relating to the consideration to Owner which can be readily reducible to a determinable sum of money, upon which Owner will dispose of such Offered Right(s) to Company, such Offered Right(s) shall vest in Company, and Company and Owner shall be deemed to have an agreement with respect thereto on the same terms and conditions set forth in this Agreement to the extent the same are not inconsistent with the agreed upon financial terms. If either (A) Company fails to give Owner notice of its desire to negotiate within the aforementioned ten (10) business day period or (B) Company and Owner fail to reach an agreement regarding the Offered Right(s) within thirty (30) days following the commencement of their negotiations with respect thereto, Owner shall have the right, subject to Section 10.3.2 below, to offer the Offered Right(s) to other parties.
First Negotiation. If Galderma is the Submitting Party or if NovaBay is the Submitting Party and Galderma notifies NovaBay that it is interested in Developing a Collaboration Product for the Proposed Indication(s) within the Field within [***] days of the applicable Development Proposal, then the Parties shall negotiate for a period of [***] days (the “First Negotiation Period”) the terms and conditions for such Development hereunder, including appropriate economic terms; provided that if proposed by Galderma in writing, NovaBay shall be required to agree to the economic terms set forth in Section 3.5.4. If Galderma proposes the economic terms set forth in Section 3.5.4 for such Proposed Indication(s) or the Parties otherwise agree on different terms and conditions for the Proposed Indication(s), the Parties shall execute an amendment to this Agreement setting forth such terms and conditions (including the Accepted Indication plan for such Proposed Indication(s) (the “Accepted Indication Plan”)) and each such Proposed Indication shall be deemed an “Accepted Indication” for purposes of this Agreement.
First Negotiation. If Employer desires to continue to utilize Employee's services after the expiration of this Agreement, Employer shall so notify Employee, in writing, at least ninety (90) days prior to the expiration of the term of this Agreement. Upon such written notification, for at least the following sixty (60) days, Employee shall negotiate in good faith exclusively with Employer concerning continuation of Employee's services to Employer in the period following expiration of this Agreement.
First Negotiation. If Employer desires to continue to utilize Employee’s services after the expiration of this Agreement, Employer shall so notify Employee, in writing, no sooner than ninety (90) days prior to the expiration of the Term. Upon such written notification, for at least the following sixty (60) days, Employee shall negotiate in good faith exclusively with Employer concerning continuation of Employee’s services to Employer in the period following expiration of this Agreement. Nothing contained herein shall relieve Employee of Employee’s non-compete and/or right-of-first-refusal obligations under this Section 9 and Section 12.
First Negotiation. The following procedure shall apply to SPE's rights of "First Negotiation" hereunder. Upon Marvel's election to exploit any Subject Right, and prior to negotiating with any other party, Marvel shall offer ("Marvel's Offer") in writing to negotiate in good faith exclusively with SPE regarding the mutually acceptable terms upon which any or all of the Subject Rights may be sold or licensed to SPE. If SPE gives Marvel written notice of SPE's desire to negotiate regarding Marvel's Offer within ten (10) business days thereof, Marvel and SPE shall so negotiate in good faith for a period not to exceed fifteen (15) business days ("Negotiation Period"). If SPE and Marvel reach agreement as to any or all of the Subject Rights within the Negotiation Period, such rights shall vest in SPE and a written agreement conforming to the terms accepted by SPE shall be entered into. If SPE fails to give Marvel written notice of SPE's desire to negotiate regarding Marvel's Offer within ten (10) business days after notice thereof, Marvel shall have the right to offer those Subject Rights not then acquired by SPE to other parties. If SPE and Marvel fail to reach agreement within the Negotiation Period regarding SPE's acquisition of all of the Subject Rights, Marvel shall have the right, subject to Section 35.b below, as applicable, to offer those Subject Rights not then acquired by SPE to other parties.
First Negotiation. Before entering into a lease with anyone else during the Lease Term for the North Space (as depicted on Exhibit J attached hereto) or the South Space (as depicted on Exhibit J attached hereto), Landlord shall notify Tenant of the availability of such space for leasing. Provided Tenant gives written notice to Landlord of its desire to lease such space within five (5) business days after receipt of such notice, for a period of thirty (30) days thereafter Tenant shall have the right to negotiate with Landlord for a lease of such space, Landlord and Tenant agreeing to negotiate in good faith for such space. If Tenant fails to respond to such notice within five (5) business days, or if Tenant gives such notice and Landlord and Tenant fail to enter into a lease within such thirty (30) day period, Tenant's rights hereunder shall be deemed to have been waived, and Landlord shall be free (without any further obligation to Tenant) to lease the space to anyone upon the same or any other terms and without any further obligation to Tenant, whether or not the terms of such lease are more or less favorable than those offered to Tenant. Tenant's first right to negotiate, as aforesaid, is subordinate in all instances to any expansion or renewal rights or options granted to the tenants of such space. The first right to negotiate set forth herein shall be terminated during any period in which Tenant is in default under this Lease until said default has been cured. The period of time in which this first right to negotiate may be exercised shall not be extended or enlarged by reason of the foregoing provision. Time is of the essence. If Tenant fails to exercise its first right to negotiate in any instance when such right may arise, in writing, prior to the expiration of the applicable time period for the exercise of same, Tenant's right hereunder in such instance shall be deemed null and void and of no further force or effect.
First Negotiation. If the parties negotiate and agree on Real Property Purchase Prices for one or more of the Transferred Owned Branch Properties within fifteen (15) days after the Buyer Appraisal Delivery Date (the “First Negotiation Period”), such amounts shall be used for the purpose of determining the Merger Consideration.
First Negotiation. Upon determining to engage in a ROFR Activity, Daré will notify Organon in writing of such determination and identify [***] and [***]. Organon will have an exclusive right, exercisable [***] after receipt of any such written notice from Daré [***], to notify Daré in writing as to whether Organon desires to negotiate exclusively for the rights to such ROFR Product in such jurisdictions (each, a “ROFN Exercise Notice”).
(a) If Organon provides a ROFN Exercise Notice to Daré [***], then (i) upon Organon’s request, Daré will (A) within [***] after Organon’s request, provide Organon with [***]; and (ii) Organon will have the exclusive right for [***] to request, by notice, to enter into an agreement or an amendment to this Agreement, as applicable, with respect to the exploitation by Organon of such ROFR Product in such jurisdiction(s). If Organon notifies Daré within [***] that Organon wishes to enter into such agreement or amendment, then the Parties will [***] for [***] to execute such agreement or amendment (“Negotiation Period”).
(b) If, with respect to a ROFR Product in the applicable jurisdiction(s), [***], such ROFR Product shall [***] and, subject to Section 3.7.2, Daré shall [***].