Right of First Negotiation Clause Samples
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Right of First Negotiation. 2.3.1 If Company seeks to grant a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 842 (or, to the extent Company has de-prioritized AMG 842, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiati...
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. If, ***, ▇▇▇▇▇ seeks to grant a license or a similar transfer of rights, whether or not under the Licensed Patents or Licensed Know-How, to a Third Party for development and/or commercialization of any Royalty-Bearing Product (collectively, an “Out-License”), then ▇▇▇▇▇ will notify ONYX in advance in writing and provide a non-confidential summary of the Royalty-Bearing Product that is the subject of the proposed license, as well as the intended scope (i.e., field and territory) of the Out-License (a “Transaction Notice”). If ONYX has a good faith interest in evaluating such Out-License for the purpose of itself entering into an agreement with respect to the Out-License, then ONYX will notify ▇▇▇▇▇ within *** days of its receipt of the Transaction Notice setting forth that Onyx has a good faith interest in obtaining a license to the Royalty-Bearing Product that is the subject of the Out-License (a “Negotiation Notice”). Promptly after ▇▇▇▇▇’▇ receipt of a Negotiation Notice, ▇▇▇▇▇ will provide ONYX with a confidential summary of the Royalty-Bearing Product (each, a “Summary”), including material clinical and preclinical data (as well as such other information that ONYX may reasonably request), which Summary shall be deemed to be Confidential Information of ▇▇▇▇▇ under this Agreement. For *** days following ONYX’s receipt of a Summary (the “Exclusivity Period”), ONYX will have an exclusive right to negotiate in good faith an exclusive, royalty-bearing license to such Royalty-Bearing Product from ▇▇▇▇▇ within the scope of the transaction described in the Transaction Notice. If ONYX (a) does not deliver a Negotiation Notice to ▇▇▇▇▇ within the applicable *** day period, (b) does not deliver to ▇▇▇▇▇ a written proposal for the terms of an Out-License to ONYX during the Exclusivity Period, or (c) declines in writing the Out-License after review of the Summary, then ONYX shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Royalty-Bearing Product (but solely to the extent materially consistent with the Transaction Notice). Notwithstanding the preceding sentence to the contrary, if ONYX and ▇▇▇▇▇ do not mutually agree on the terms of an Out-License to ONYX within the Exclusivity Period, ▇▇▇▇▇ will be free to negotiate an Out-License for such Royalty-Bearing Product with any Third Party, subject to the terms of Section 2.2.1 (Sublicenses Generally), for a period *** = INDICATES MATERIAL THAT WAS OMITTED ...
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. Isis will notify Alnylam in writing once (i) Isis, on its own with no subsequent rights to Third Parties, intends to initiate [***] for an Isis Product that is a Double Stranded RNA Product or (ii) if a Third Party with which Isis has a Development Collaboration or a collaboration on an [***] an Isis Double Stranded RNA Product before or during clinical development or commercialization with no subsequent rights to Third Parties. Alnylam will have [***] days from the receipt of such notice to notify Isis in writing whether or not Alnylam wishes to negotiate with Isis regarding the development and/or commercialization of such Isis Product. If Alnylam fails to respond to Isis’ notice within the [***] days or if Alnylam declines in writing to exercise its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product. If Alnylam wishes to negotiate a license or development or commercialization rights in such Isis Product, the Parties will negotiate in good faith the terms of the license or collaboration agreement. If, despite good faith negotiations, Alnylam and Isis do not reach agreement within [***] days from Alnylam’s exercise of its right of first negotiation, then Isis will be free to develop and commercialize (either on its own or with a Third Party) the Isis Product; provided that during the period prior to the latest of (x) the initiation of [***] the Isis Product, (y) the [***] anniversary of the commencement of [***] for the Isis Product or (z) in the case of an Isis Product [***] after the commencement of [***], the [***] anniversary of Isis’ notice to Alnylam [***], Isis shall not enter into a license or collaboration agreement with a Third Party for such Isis Product on terms (the “More Favorable Terms”) that are in the aggregate materially more favorable to the Third Party than the terms on which Isis most recently offered in writing to grant such rights to Alnylam without first offering the More Favorable Terms to Alnylam.
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. In the event that SHPI elects to (i) offer to sell to any third party any new product that incorporates any intellectual property solely owned by SHPI pursuant to Section 5.4 and that is an improvement of, or otherwise related to, the Products ("New Products") in the Field, or (ii) offer to license to any third party the right to manufacture and sell any New Product in the Field, SHPI shall notify Tyco Healthcare of its intent. Tyco Healthcare shall have the option, at its discretion, to purchase such New Products in the Field, or license the right to manufacture and sell such New Products in the Field, from SHPI, on an exclusive basis, at a price, and on other terms, mutually acceptable to SHPI and Tyco Healthcare. If Tyco Healthcare elects to exercise such option, SHPI and Tyco Healthcare shall negotiate in good faith appropriate amendments to this Agreement and/or an appropriate license agreement for a period of ninety (90) days after SHPI's receipt of Tyco Healthcare's notice exercising such option (the "Negotiation Period"). If the parties, acting in good faith, are unable to agree upon mutually acceptable terms and conditions to such amendment or license prior to the expiration of the Negotiation Period, SHPI shall be permitted to thereafter offer to sell New Products, or license the right to manufacture New Products in the Field, to any third party. _______________ The "**" marks the location of information that has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
Right of First Negotiation. So long as KFI owns at least 5% of the outstanding Common Stock, KFI will be entitled to notice (which shall set forth all material information) and have a right of first negotiation for a period of 10 business days following such notice in the event that the Company proposes to (i) sell equity securities of the Company in, or agree to, a transaction that would result in a person (other than Softbank) owning 20% or more of the Company's fully diluted share capital after the issue, (ii) sell all or substantially all of its assets to a third party, or (iii) merge with a third party if the Company will not be the surviving person and the holders of the Company's outstanding voting securities immediately prior to such merger hold less than a majority of the outstanding voting securities of the surviving entity. In the event that the Company receives an unsolicited offer for a transaction subject to this Section 10 and the Company determines to consider that offer or other similar transactions, the Company shall send KFI the written notice specified above promptly after having made its determination to consider a transaction, and during the negotiation period shall (i) negotiate with KFI in good faith regarding such unsolicited offer or any offer made by KFI with respect to a similar transaction and (ii) shall not negotiate or enter into any agreement with, provide any information to or solicit any offer from any third party other than KFI. In addition, the Company shall be free to accept or reject any offers made by KFI during the negotiation period in the sole discretion of its Board of Directors or a committee thereof. Any KFI representative on the Company's Board of Directors shall be recused from any discussions or decisions regarding the Company's negotiations with KFI hereunder. In furtherance of the foregoing, the Company shall not be deemed to be in breach of this Section 10 if it subsequently accepts an offer which is equivalent to, or less favorable to the Company and its shareholders than, an offer made by KFI during the negotiation period.
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...