Common use of Right of First Consideration Clause in Contracts

Right of First Consideration. With respect to continued research in the Field of Use, Prometheus shall consider CSMC and UCLA as its external research facilities of first choice, for research contracts in excess of [***] Dollars ($[***]) for research in the Field of Use, where CSMC or UCLA, as the case may be, is generally considered to have demonstrated expertise in the area of research (excluding therefrom clinical trials in which CSMC or UCLA could be considered to be an inappropriate choice by reason of the relationships of the parties hereto to ▇▇▇▇▇▇ and ▇▇▇▇▇). Prometheus shall notify CSMC and UCLA in each case where Prometheus intends to fund such external research in the Field of Use. Such notice shall specify the general criteria upon which Prometheus intends to choose the appropriate facility to conduct the proposed research, and CSMC or UCLA, as applicable, shall promptly provide such information to Prometheus as shall be relevant in demonstrating its ability to meet such criteria. Upon the presentation of such information, CSMC or UCLA, as the case may require, and Prometheus shall negotiate in good faith the proposed terms of a research contract, to be consummated within forty-five (45) days after receipt of detailed written notice from Prometheus specifying the research to be conducted.