Common use of Negotiation Right Clause in Contracts

Negotiation Right. If technology outside the CellPro Field, but in the field of ex vivo cell therapy, becomes available to Corixa during the First Right Period, Corixa shall promptly but in no event later than [***] after its availability to Corixa, notify CellPro of such potential additional application(s) (the date of such notice is referred to in this Section 4 as the "Notice Date"). Within [***] after the Notice Date, CellPro shall notify Corixa whether or not it is interested in pursuing negotiations with Corixa to expand the CellPro Field to include any such additional applications. Notwithstanding the foregoing, if CellPro notifies Corixa that it cannot reasonably assess such opportunity within the [***] period, Corixa shall extend such period by up to another [***] to allow CellPro to complete its due diligence. If CellPro notifies Corixa of its interest in such application(s), the parties shall negotiate in good faith for [***] the terms and conditions of such expansion of the CellPro Field. If at the end of such [***] period, the parties have not, despite good faith efforts to reach agreement, agreed upon all terms and conditions for such expansion of the CellPro Field, Corixa shall be free to exploit such new application(s) outside of this Agreement except as set forth in Sections 4.2 and 4.3.