Right of First Negotiation Clause Samples

Right of First Negotiation. (a) If, at any time during the Term, Braeburn or any of its Affiliates intends to license or sublicense its right to develop or Commercialize a ROFN Product in the Territory (or any part thereof) to any Third Party in order to permit such Third Party to develop or Commercialize the ROFN Product in the Territory (but not including any Excluded Transaction), then prior to negotiating with any Third Party to license or sublicense such development or commercialization right, Braeburn shall first notify Knight of its intent, provide to Knight a copy of material data with respect to the development and commercialization of such ROFN Product in Braeburn’s possession and Control not previously provided to Knight and that shall be reasonably sufficient to assess the ROFN Product (the “Data Package”), and shall, unless Knight notifies Braeburn in writing during the ROFN Negotiation Period that it is not interested in acquiring rights to a particular ROFN Product (a “Knight Waiver Notice”), negotiate solely and in good faith with Knight for [***]) with respect to mutually agreeable binding financial terms (“Binding Financial Terms”) for the acquisition by Knight, by license, sublicense, or otherwise, of the right to develop or Commercialize the ROFN Product in the Territory (or the applicable part thereof). [***]. All CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information provided by Braeburn to Knight pursuant to this Section 2.9 shall constitute Confidential Information of Braeburn. (b) If Knight delivers a Knight Waiver Notice regarding a ROFN Product, then Braeburn may subsequently offer a Third Party, or solicit offers from Third Parties for, and take any action in furtherance of (including providing information, participating in discussions, and/or engaging advisors or agents), a license, sublicense or other transfer of its rights to develop or Commercialize such ROFN Product in the Territory (or any part thereof) (a “Third Party Offer”), and Braeburn shall have no further obligations to Knight regarding such ROFN Product. (c) If Knight does not provide a Knight Waiver Notice and the Parties do not sign a letter related the Binding Financial Terms wit...

Right of First Negotiation. If during the Inhaled Option Period and/or Vaccines Option Period, Liquidia desires to grant a non-exclusive license to its interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How as described in Section 11.4(b)(iii), then it shall first notify GSK and GSK Bio of such desire in writing, describing in reasonable detail the scope of the license it is interested in granting to a Third Party from whom Liquidia has received a term sheet or letter of intent (the “ROFN Notice”) and GSK and/or GSK Bio thereafter shall have the exclusive right of first negotiation to obtain an exclusive, worldwide, sublicensable license to Liquidia’s interest in the Joint Inhaled Collaboration Know-How or Joint Vaccines Collaboration Know-How, as applicable, and any other intellectual property rights (which may include Liquidia Technology) then controlled by Liquidia that are necessary or reasonably useful for the making, having made, use, sale, offering for sale or importation of products in the applicable field (i.e. a field outside vaccines applications and/or the Inhaled Field). GSK or GSK Bio shall have thirty (30) days from the receipt of the ROFN Notice to inform Liquidia in writing of its election to negotiate the terms of such exclusive license, and another thirty (30) days to submit to Liquidia an initial proposal for the terms of such exclusive license. If GSK or GSK Bio delivers such notice during the first thirty (30) day period and submits the initial proposal within the second thirty (30) day period, Liquidia shall negotiate exclusively in good faith with GSK or GSK Bio, for a period not to exceed six (6) months from GSK’s or GSK Bio’s receipt of the ROFN Notice (the “Negotiation Period”), the terms under which Liquidia will grant such exclusive license to GSK or GSK Bio. If GSK or GSK Bio and Liquidia fail to reach a binding written agreement for the exclusive license by the end of the Negotiation Period, then Liquidia shall be free to negotiate with any Third Party for a non-exclusive license within the same applicable field that was the subject of negotiations with GSK or GSK Bio, and to grant such non-exclusive license to any Third Party; provided, that if Liquidia grants such non-exclusive license to a Third Party within nine (9) months after the expiration of Negotiation Period, then the terms of such Third Party license shall be no less favorable to Liquidia than the terms last proposed by GSK or GSK Bio to Liquidia. Notwi...

Right of First Negotiation. Subject to the terms and conditions of this Agreement, ORGENTEC hereby grants to Proprius the right of first negotiation to obtain a license with respect to one or more Additional Products in the Field in the Territory in accordance with this Section 2.2. If, during the Term, ORGENTEC proposes to introduce (either directly or through an Affiliate or Third Party licensee or distributor) in the Territory any Additional Product, then ORGENTEC shall promptly notify Proprius thereof in writing of such intent and shall provide to Proprius any and all available scientific data, patent filings and other relevant information regarding such Additional Product (“Diligence Information”). At any time during the 30-day period commencing on the date of such notice, provided that all available Diligence Information regarding an Additional Product has been provided within [***] days following such notice (the “Review Period”), Proprius, at its sole discretion, may exercise its right of first negotiation with respect to such Additional Product by delivering written notice of exercise to ORGENTEC. If Proprius exercises such right of first negotiation prior to expiration of the Review Period, the parties shall negotiate in good faith for up to an additional [***] days (the “Negotiation Period”) regarding the terms upon which ORGENTEC would exclusively license such Additional Product to Proprius in the Field in the Territory. Until the expiration of the Negotiation Period with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant of a license with respect to such Additional Product. If Proprius does not exercise its right of first negotiation with respect to an Additional Product prior to expiration of the Review Period, or if Proprius exercises such right of first negotiation with respect to an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional Product, then ORGENTEC shall be free to offer such Additional Product to, and to negotiate and enter into a license with, any Third Party with respect to such Additional Product in the Field in the Territory, except that ORGENTEC shall not license such Additional Product to any Third *** 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 por...

Right of First Negotiation. In addition to the license stated in Section 2.1(f), Immune Design shall have an exclusive right of first negotiation as described in this Section with respect to the grant of an exclusive license to Results of Continuing Work. Prior to entering into negotiations or discussions with a Third Party to license (other than with respect to products containing *** or services using ***) any Results of Continuing Work in the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a designated portion thereof, if less than all), IDRI shall follow the procedures set forth in this Section 4. IDRI shall notify Immune Design in writing of the indication and territory of the proposed license it desires to negotiate with Third Parties and provide data and information reasonably necessary for Immune Design to evaluate the Results of Continuing Work subject to license; provided, that IDRI shall not provide such notice or enter into negotiations or discussions with a Third Party to license any Results of Continuing Work (other than with respect to products containing *** or services using ***) during the *** period following the Restated Effective Date. Thereafter, Immune Design shall have a period of *** days to provide written notice to IDRI (an “ID Notice” under this Section) that it desires to enter into negotiations for an exclusive license to such Results of Continuing Work in the designated portion (or all, as the case may be) of the Immune Design Exclusive Field or in the *** Field outside the IDRI Territory (or a portion thereof, as designated by Immune Design). Upon receipt of the ID Notice by IDRI, the Parties shall negotiate in good faith over a period of *** days (or a longer or shorter period, as they may mutually agree) to reach agreement on the principal terms of an exclusive license to such Results of Continuing Work in such field, it being understood that a drafting period of up to an additional *** days (or a longer or shorter period, as the Parties may mutually agree) may be required to reach agreement on a definitive license agreement reflecting such principal terms. If the Parties are unable to reach agreement on such principal terms during the negotiation period, or if they are unable to reach agreement on such definitive license agreement during the drafting period, IDRI shall be free to negotiate and to enter into one or more nonexclusive licenses to Third Party(ies) with respect to such Results of Continuing Work in the Im...

Right of First Negotiation. If at any time through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) m...

Right of First Negotiation. If any Member desires to transfer all or any part of his, her or its Membership Interest, such Member shall notify the Company and the other Members in writing of such desire and, for a period of thirty (30) days thereafter, the Members and the Company shall negotiate with respect to the purchase of such Member's Membership Interest. During such period, the Member desiring to transfer such Membership Interest may not solicit a transferee for such Membership Interest.

Right of First Negotiation. (a) If, at any time within 24 months following the Closing Date, (i) Buyer determines that it desires to engage in a Sale Transaction (other than a result of or in response to an unsolicited bona fide offer to engage in a Sale Transaction) and (ii) at the time of such determination, all or substantially all of the assets and business of the Company continue to be held and operated by the Buyer as a stand-alone operation and not integrated with the businesses or assets owned or operated prior to the Closing by Yell Group Ltd. or any of its Subsidiaries, then prior to engaging in any negotiations with any third party for a Sale Transaction with such third party, the Buyer will deliver written notice (the "Sale Transaction Determination Notice") to the Seller of such determination. If, within five business days following the date of delivery of the Sale Transaction Determination Notice, the Seller delivers written notice to the Buyer that the Seller desires to negotiate with the Buyer regarding a possible Sale Transaction, then the Buyer and the Seller agree to promptly make available their appropriate representatives to engage in such negotiations. In such event, the Buyer will not, for a period of ten business days following the date of delivery of the notice from Seller described in the immediately preceding sentence (the "Exclusive Negotiation Period"), engage in any negotiations with any third party for a Sale Transaction. (b) Notwithstanding the provisions of Section 4.9(a), (i) neither the Buyer nor the Seller is obligated to agree to or enter into any Sale Transaction with the other party and (ii) the Buyer will not be prohibited from agreeing to or entering into a Sale Transaction with a third party following the expiration of the Exclusive Negotiation Period, regardless of whether the terms of such Sale Transaction with such third party are more favorable to the Buyer, less favorable to the Buyer or the same as any terms offered by the Seller or discussed by the Buyer and the Seller during the Exclusive Negotiation Period. (c) For purposes of this Section 4.9, a "Sale Transaction" is (i) any sale (whether in one or a series of related transactions) of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, other than any such sale to an Excluded Purchaser (as defined below), (ii) any sale of 50% or more of the capital stock of the Company, other than any such sale to an Excluded Purchaser or (iii) any merger, co...

Right of First Negotiation. Buyer shall have a right of first negotiation on all Reserved Rights. The term "Right of First Negotiation" means that if, after the expiration of an applicable time limitation, Script Owner desires to dispose of or exercise a particular right reserved to Script Owner herein ("Reserved Right"), whether directly or indirectly, then Script Owner shall notify Buyer in writing and immediately negotiate with Buyer regarding such Reserved Right. If, after the expiration of thirty (30) days following the receipt of such notice, no agreement has been reached, then Script Owner may negotiate with third parties regarding such Reserved Right subject to Section 12 infra.

Right of First Negotiation. (a) In the event that the Company proposes to undertake an issuance of any Equity Securities, other than an issuance of Equity Securities pursuant to the Company’s equity incentive plans that are in effect as of the date hereof or have been approved by the Board, it shall give each Minority Shareholder prior written notice of its intention to do so, describing the number of Equity Securities and the material terms and conditions, including the price, upon which the Company proposes to issue such Equity Securities (a “Notice of Issuance”). Each Minority Shareholder shall have 30 days from the date on which a Notice of Issuance is deemed duly given to agree to purchase up to a pro rata portion of such Equity Securities equal to such Minority Shareholder’s ownership percentage of the Company’s then outstanding Equity Securities calculated on a fully diluted basis giving effect to any securities, warrants, options or other rights convertible into or exchangeable or exercisable for equity securities of the Company, for the price specified in the Notice of Issuance. On or prior to the expiration of such 30 day period, each Minority Shareholder shall deliver a written notice to the Company stating the quantity of Equity Securities to be purchased by such Minority Shareholder (each, a “Response”), which written notice shall be binding on the Company and such Minority Shareholder subject only to the completion of the issuance of the Equity Securities, in the quantity and on the material terms and conditions, including at the price, described in the applicable Notice of Issuance. (b) The Company shall have 120 days following the earlier of (i) the expiration of the 30-day period described in Section 4.6(a) and (ii) the delivery of a Response from each Minority Shareholder, to sell or enter into an agreement to sell all of the Equity Securities that were not elected to be purchased by the Minority Shareholders pursuant to Section 4.6(a), on the material terms and conditions, including at the price, specified in the Notice of Issuance. If the Company does not sell such Equity Securities or enter into an agreement to sell such Equity Securities within such 120-day period, then the Company shall not thereafter issue or sell any Equity Securities without first offering such Equity Securities to the Minority Shareholders in the manner provided in this Section. (c) If at any time (i) the Minority Shareholders beneficially own, in the aggregate, less than 10% of the then ou...