Common use of Right of First Discussion Clause in Contracts

Right of First Discussion. (a) During the Co-Exclusivity Period, prior to engaging any Additional Development Partner under a Development Partner Agreement for New Versions of the PS OS Software, PalmSource will notify Licensee (subject to Section 3.6 above) of the co-development project which PalmSource desires to pursue with such Additional Development Partner (the “Project”) in a written form with a reasonable summary outlining the general technical and schedule requirements for the development Project. The information to be included in such written notice will be subject to PalmSource’s confidentiality and other obligations to third parties, it being understood that such obligations may restrict PalmSource from disclosing, among other things, the identity of the potential Additional Development Partner and other confidential information of such Additional Development Partner. (b) If Licensee provides written notice within ten (10) days after receipt of the above mentioned notice from PalmSource and offers terms under which Licensee would agree to conduct such Project or a reasonable alternate project with PalmSource, then PalmSource will discuss in good faith the possibility of conducting such Project(s) with Licensee in such manner as mutually agreed, for a period of up to twenty (20) days after receipt of such notice. If Licensee does not provide such notice, or the parties do not mutually agree in writing within such twenty (20) day period that Licensee should conduct such Project(s), PalmSource shall have the right to engage the Additional Development Partner for the Project. It is understood that PalmSource may also be engaged in discussions with its existing Development Partner and the potential Additional Development Partner with respect to such Project during such period. (c) PalmSource shall not be required to enter into a good faith discussion with Licensee pursuant to the aforementioned procedure (“First Notice Procedure”) more than once with respect to each Additional Development Partner, except that PalmSource will enter into the First Notice Procedure again if PalmSource desires to enter into a new co-development agreement with the Additional Development Partner for a completely separate and distinct project that does not use, and is not related to, any of the co-development for the prior Project conducted with the Additional Development Partner (where the First Notice Procedure was followed) or extensions thereof. (d) It is understood that Sections 4.1 and 4.2 are limited to potential Additional Development Partners. However, if PalmSource enters into a joint development agreement with a non-Affiliate third party who is not a PalmSource Licensee during the Co-Exclusivity Period that would otherwise qualify as an Additional Development Partner, PalmSource will notify Licensee, subject to Section 3.6. Such notification may be made by disclosure at the periodic meetings to be held pursuant to Section 3.2 or other appropriate manner.