Common use of HMR RIGHT OF FIRST OFFER Clause in Contracts

HMR RIGHT OF FIRST OFFER. If at any time on or after the PURCHASE DATE, MEDICIS or its AFFILIATES shall develop or cause to be developed any human dermatology product containing an ACTIVE INGREDIENT of any PRODUCT, including without limitation a LINE EXTENSION but excluding IMPROVEMENTS (each, a "MEDICIS NEWLY DEVELOPED PRODUCT"), HMR shall have a right of first offer on the terms and conditions set forth in this Section 5.2 to license on an exclusive basis or purchase all patents, patent applications and proprietary know-how owned by MEDICIS or its AFFILIATES and necessary for the manufacture and sale outside the TERRITORY of such MEDICIS NEWLY DEVELOPED PRODUCT (except for intellectual property constituting shared know-how relating to the MEDICIS NEWLY DEVELOPED PRODUCT, which shall be licensed to HMRI on a non-exclusive basis) (the "HMR RIGHT OF FIRST OFFER"): (a) Notice of a MEDICIS NEWLY DEVELOPED PRODUCT. Upon completion of Phase III clinical trials for a MEDICIS NEWLY DEVELOPED PRODUCT and no later than upon submission of an NDA for such MEDICIS NEWLY DEVELOPED PRODUCT, MEDICIS shall give to HMRI on behalf of HMR written notice (the "MEDICIS NOTICE") setting forth: (i) a description of the MEDICIS NEWLY DEVELOPED PRODUCT, (ii) the terms and conditions, which shall be commercially reasonable, of the proposed sale to HMR and (iii) the payment terms, which shall be commercially reasonable, of the proposed sale to HMR.

HMR RIGHT OF FIRST OFFER. If at any time on or after during the PURCHASE DATETERM, MEDICIS or its AFFILIATES shall develop or cause to be developed any human dermatology product containing an ACTIVE INGREDIENT of any PRODUCTINGREDIENT, including without limitation a any LINE EXTENSION but excluding IMPROVEMENTS (each, a "MEDICIS NEWLY DEVELOPED PRODUCT"), HMR shall have a right of first offer on the terms and conditions set forth in this Section 5.2 to (i) license on an exclusive basis or purchase all patents, patent applications and proprietary know-how owned by MEDICIS or its AFFILIATES and solely related thereto necessary for the manufacture and sale outside the TERRITORY of such MEDICIS NEWLY DEVELOPED PRODUCT (except for intellectual property rights constituting shared know-how relating to the MEDICIS NEWLY DEVELOPED PRODUCT, which shall be licensed to HMRI on a non-exclusive basis) subject to the terms of this Section 5.2 below; and (ii) if the OPTION has been exercised pursuant to Section 4.1 hereof, to purchase and/or license all of such rights, on the terms and conditions set forth in the PURCHASE AGREEMENT (the "HMR RIGHT OF FIRST OFFER"): (a) Notice of a MEDICIS NEWLY DEVELOPED PRODUCT. Upon completion of Phase III clinical trials for a MEDICIS NEWLY DEVELOPED PRODUCT and no later than upon submission of an NDA for such MEDICIS NEWLY DEVELOPED PRODUCT, MEDICIS shall give to HMRI on behalf of HMR written notice (the "MEDICIS NOTICE") setting forth: (i) a description of the MEDICIS NEWLY DEVELOPED PRODUCT, (ii) the terms and conditions, which shall be commercially reasonable, of the proposed license and/or sale to HMR and (iii) the payment terms, which shall be commercially reasonable, of the proposed license and/or sale to HMR.