Common use of Right of First Clause in Contracts

Right of First. Refusal In the event Licensor receives an offer from any third party to license or commercialize a New Development (an "Outside Offer"), Licensee shall enjoy a right of first refusal (the "Right of First Refusal") as follows: Licensor shall not accept any Outside Offer unless (i) Licensor has first provided the Outside Offer in writing to Licensee; and (ii) Licensee is provided a period of thirty (30) days from its receipt of the Outside Offer to evaluate the Outside Offer (the "Evaluation Period"). If Licensor receives from Licensee before expiration of the Evaluation Period a written offer that meets each of the terms of the Outside Offer or is more advantageous to Licensor than the Outside Offer (a "Qualifying Licensee Offer"), then Licensor shall either (a) reject the Outside Offer, or (b) accept the Qualifying Licensee Offer. Licensor shall not be obligated to accept the Qualifying Licensee Offer (in which event, the Licensor shall not accept the Outside Offer). If a Qualifying Licensee Offer is not received within the Evaluation Period, then the Right of First Refusal shall expire, and Licensor shall be free to accept the Outside Offer.