FIRST RIGHT TO NEGOTIATE Clause Samples

FIRST RIGHT TO NEGOTIATE. In the event the Buyer discontinues the marketing and sale of a particular Product acquired from the Seller hereunder for a continuous period of twelve months during the period of three years after the date hereof, the Buyer agrees to negotiate in good faith with the Seller to sell such Product to the Buyer or the Principal, such sale to be on terms and conditions mutually satisfactory to such parties.

FIRST RIGHT TO NEGOTIATE. During the term of the Lease, each time Tenant is considering leasing additional or alternative space in the San Diego area, prior to Tenant going out to the market to seek such additional or alternative space, Tenant shall deliver written notice to Landlord, which notice shall include a description of the additional or alternative space desired by Tenant. Landlord or an affiliate of Landlord shall have the opportunity, if it so elects and without obligation to do so, to offer for lease to Tenant, one or more alternative premises at the project or another project owned by an affiliate of Landlord which reasonably satisfies the additional or alternative space being sought by Tenant.

FIRST RIGHT TO NEGOTIATE. To the extent that Sponsor pays all direct and indirect costs of University’s performance hereunder, and to the extent that the University is legally able, Sponsor will be granted a time-limited first right to negotiate an option or license under University’s rights in any Subject Invention that belongs solely to University or under University’s undivided interest in any Subject Invention that belongs jointly to University and Sponsor. Sponsor will advise the University in writing within sixty (60) days of such disclosure to Sponsor whether or not it wishes to secure an option or commercial license (“Election Period”). Sponsor will have ninety (90) days from the date of election to conclude an option or license agreement with University (“Negotiation Period”). Said license will contain reasonable terms, will require diligent performance by Sponsor for the timely commercial development and early marketing of Subject Inventions, and include Sponsor’s obligation to reimburse University’s reasonable patent costs for all Subject Inventions subject to the license.

FIRST RIGHT TO NEGOTIATE. Sublessor will provide Sublessee with a first right to negotiate to lease the remaining space occupied by Sublessor if Sublessor vacates said space any time during the term of the Sublease.

FIRST RIGHT TO NEGOTIATE. Tenant shall have a first right to negotiate to lease the Premises upon expiration of the Term (provided Tenant has exercised all of the options to extend set forth in Section 3.3

FIRST RIGHT TO NEGOTIATE. 1.1 In consideration of the first right to negotiate (the “FRTN”) granted by Agenus to GSK in this Section 1 as well as the other rights and licenses provided for in this Agreement, GSK hereby agrees to pay the consideration set forth in Section 4 of this Agreement. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 1.2 If the Agenus Board of Directors (i) determines to initiate a process or to undertake discussions with a third party other than an Affiliate of Agenus (a “Third Party Process”) for either: (a) a negotiated transaction or series of transactions that would result in a Change of Control of Agenus, or (b) a sale, assignment, or other disposition of the License Agreement and Amended Manufacturing Agreement by Antigenics MA (other than to an Affiliate of Antigenics MA), or (c) a sale or other disposition of all or substantially all of the Antigenics MA assets relating to QS-21, or (ii) a third party commences an unsolicited tender offer seeking to effect a Change of Control of Agenus unrelated to a Third Party Process (an “Unsolicited Tender Offer”), in each case of the foregoing Agenus shall comply with this Section 1. For the avoidance of doubt and notwithstanding the foregoing, this Section 1 shall not apply with respect to any sale, assignment or other disposition of that certain [**], [**] or any rights of Antigenics MA of Agenus with respect thereto or thereunder, where such sale, assignment or other disposition does not occur as part of a broader transaction for which a notice requirement would be triggered pursuant to Section 1.2 (i) (a), (b) or (c) or 1.2 (ii) above. For purposes hereof, “Change of Control” shall mean, with respect to a Party, any of the following events: (x) any person (or group of persons acting in concert) becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the total voting power of the capital stock then outstanding of such Party normally entitled to vote in elections of directors; (y) such Party consolidates with or merges into another corporation or entity, or any corporation or entity consolidates with or merges into such Party, in either event pursuant to a transaction in which more than fifty percent (50%) of the total voting power of the capital stock outstanding of the surviving entity entitled to vote in elections of directors is not held by pe...

FIRST RIGHT TO NEGOTIATE. So long as no current Event of Default exists and so long as three (3) Events of Default by Lessee have not occurred during the Lease Term, and subject to any similar rights granted to tenants occupying the Building prior to Lessee, Lessee shall have the first right to negotiate for any second generation space (any space which has previously been occupied by a tenant) that becomes available on the third (3rd) floor of the Building during the initial term of the Lease. Upon Lessor’s notification of the availability of such space, Lessee shall have thirty (30) days to negotiate acceptable leasing terms with Lessor. Failure of the parties to negotiate acceptable terms in good faith within thirty (30) days shall waive Lessee’s rights to the space and Lessor shall be free to lease the space to another tenant without penalty or delay.

FIRST RIGHT TO NEGOTIATE. Subject to and subordinate to (i) the right of Sublessor or ▇▇▇▇▇▇▇▇▇'s successors and assigns, to use, possess, and/or occupy all or any portion of the Premises pursuant to the Master Lease, and

FIRST RIGHT TO NEGOTIATE. If (i) there then exists no default by Tenant, (ii) Tenant, any assignee pursuant to a Permitted Transfer or any Affiliate shall be in possession of the entire Leased Premises, (iii) this Lease is still in full force and effect, (iv) the entire fourth floor of the Building (the "ROFR Space") is marketed to lease by Landlord, (v) the Landlord does not elect to use the ROFR Space for its own purposes or lease it to OEM or an Affiliate of Landlord, and (vi) Landlord desires to lease to a third party that is not OEM or an Affiliate of Landlord, then Landlord shall notify Tenant in writing of such offer or desire to lease such "ROFR" Space as soon as reasonably practicable. Any such notice by Landlord shall contain all the relevant terms on which Landlord is willing to lease the "ROFR" Space. Tenant may, by giving notice to Landlord within fifteen (15) days after receipt of such notice from Landlord, elect, at its sole option, to lease the "ROFR" Space on the terms contained in the notice. If Tenant shall have so elected to lease the "ROFR" Space, it shall enter into an amendment of this Lease within thirty (30) days after it shall have received the same from Landlord, confirming the lease of such "ROFR" Space to Tenant on the such terms, which amendment shall be in a commercially reasonable form mutually acceptable by Landlord and Tenant.