Kyorin Right of First Review and Negotiation Sample Clauses

The Kyorin Right of First Review and Negotiation clause grants Kyorin the initial opportunity to review and negotiate terms regarding a specific subject matter, such as a license, partnership, or acquisition, before the offering party can engage with third parties. In practice, this means that if the other party wishes to enter into an agreement covered by this clause, they must first present the terms to Kyorin and allow a defined period for negotiation. This clause ensures that Kyorin has a preferential position to secure favorable terms or maintain involvement in key transactions, thereby protecting its strategic interests and reducing the risk of losing valuable opportunities to competitors.
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Kyorin Right of First Review and Negotiation. If, beginning on the Effective Date and continuing for ten (10) years thereafter, Urovant obtains Japanese rights to any asset(s) for which the primary intended indication at the time of acquisition is Urology, other than Vibegron-related assets (“Urology Rights”), Urovant shall promptly (but in no event later than thirty (30) days after the date of obtaining such Urology Rights), inform Kyorin that it has obtained such Urology Rights. If Kyorin is interested in evaluating such Urology Rights, Kyorin shall promptly (but in no event later than ten (10) days after receiving notice from Urovant) inform Urovant of such interest. Urovant shall then promptly (but in no event later than thirty (30) days after receiving an expression of interest from Kyorin), provide to Kyorin all data and information available to Urovant that is useful or reasonably necessary for evaluating its interest in such Urology Rights. If Kyorin desires to obtain a license to exercise the Urology Rights (“Urology Asset License”), Kyorin shall, within sixty (60) days after the date of the last receipt of such data and information (which date shall not be extended by subsequent questions or requests from Kyorin), submit to Urovant a non-binding term sheet proposing the basic terms for such Urology Asset License. Urovant shall consider such Kyorin term sheet and negotiate in good faith with Kyorin the
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Kyorin Right of First Review and Negotiation. If, beginning on the Effective Date and continuing for ten (10) years thereafter, Urovant obtains Japanese rights to any asset(s) for which the primary intended indication at the time of acquisition is Urology, other than Vibegron-related assets (“Urology Rights”), Urovant shall promptly (but in no event later than thirty (30) days after the date of obtaining such Urology Rights), inform Kyorin that it has obtained such Urology Rights. If Kyorin is interested in evaluating such Urology Rights, Kyorin shall promptly (but in no event later than ten (10) days after receiving notice from Urovant) inform Urovant of such interest. Urovant shall then promptly (but in no event later than thirty (30) days after receiving an expression of interest from Kyorin), provide to Kyorin all data and information available to Urovant that is useful or reasonably necessary for evaluating its interest in such Urology Rights. If Kyorin desires to obtain a license to exercise the Urology Rights (“Urology Asset License”), Kyorin shall, within sixty (60) days after the date of the last receipt of such data and information (which date shall not be extended by subsequent questions or requests from Kyorin), submit to Urovant a non-binding term sheet proposing the basic terms for such Urology Asset License. Urovant shall consider such Kyorin term sheet and negotiate in good faith with Kyorin the terms for the Urology Asset License for ninety (90) days after the date of the Kyorin term sheet. If the Parties fail to enter into a definitive agreement for the Urology Asset License by the end of the ninety (90) day good faith negotiation period, Urovant shall have the right to negotiate and enter into such a definitive agreement with any Third Party without bearing further obligations to Kyorin. If Kyorin fails to submit to Urovant the non-binding term sheet within such sixty (60) day period, then Urovant shall have no further obligation to Kyorin with respect to the Urology Rights. This Section 2.8 (Kyorin Right of First Review and Negotiation) shall expire upon any Change of Control and shall not extend to any of Urovant’s licensees and sublicensees or its Affiliates’ licensees and sublicensees.
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Related to Kyorin Right of First Review and Negotiation

  • Right of First Negotiation If, during the two (2) year period beginning on the First Commercial Sale of a Licensed Product by Proprius, (i) Proprius desires to divest or sublicense all or substantially all of its business relating to the Licensed Products (whether by sale, license or otherwise) to a Third Party, or (ii) a Third Party initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (both (1) and (ii) are collectively referred to as a “Business Opportunity”), then Proprius will promptly notify Prometheus in writing thereof, with such notice containing a reasonably complete summary of reasonably available information necessary to evaluate the Business Opportunity; provided, however, that Proprius shall not be obligated to disclose to Prometheus the identity of any such Third Party, the terms proposed by such Third Party (if confidential) or any other confidential or proprietary information of such Third Party. If Prometheus indicates interest in pursuing the Business Opportunity within [***] business days of Prometheus’ receipt of Proprius’ written notice, the Parties will negotiate in good faith to enter into a definitive agreement. If the Parties are unable to enter into a definitive agreement within [***] days after Proprius’ receipt of Prometheus’ indication of interest, or if Prometheus does not so indicate an interest in pursuing the Business Opportunity within the [***] business day period, Proprius will be free to execute such Business Opportunity with a Third Party provided that Proprius shall not offer the Business Opportunity to a Third Party on terms more favorable then those offered to Prometheus or on terms worth less to Proprius then those offered by Prometheus for the Business Opportunity. In no event shall Proprius be obligated to enter into any such transaction with Prometheus. Notwithstanding anything in this Agreement to the contrary, any Business Opportunity entered into by Proprius with a Third Party will be subject to Prometheus’ rights under this Agreement, including, without limitation, Prometheus’ right to receive the payments set forth in Article 5. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.