Common use of Right of Last Refusal Clause in Contracts

Right of Last Refusal. If CPT offers to license a Derivative Work on terms less favorable than the terms for which the Program is licensed under this Agreement, TCCSL will be free to make and/or receive offers from third parties with respect to such Derivative Work (“Third Party Offer”); provided that before accepting a Third Party Offer, TCCSL must notify CPT in writing of the terms thereof (“Last Refusal Notice”) and allow CPT ten (10) business days after receipt of such Last Refusal Notice within which to match such Third Party Offer. If CPT materially matches such Third Party Offer within ten (10) business days of receipt of the Last Refusal Notice, CPT will be granted the Rights to such derivative work. If TCCSL has not received notice from CPT within ten (10) business days of CPT’s receipt of such Last Refusal Notice, then TCCSL will have the right to license such rights to such other third party on terms and conditions no more favorable to such other party than those notified to CPT in the Last Refusal Notice; provided, further, that if there is a change in any item set forth in the Last Refusal Notice, TCCSL will provide a revised Last Refusal Notice to CPT, and CPT will again have the option to acquire the rights to such derivative work in accordance with the foregoing procedure.

Right of Last Refusal. If CPT offers to license a Derivative Work on terms less favorable than the terms for which the Program is licensed under this Agreement, TCCSL Infinity will be free to make and/or receive offers from third parties with respect to such Derivative Work (“Third Party Offer”); provided that before accepting a Third Party Offer, TCCSL Infinity must notify CPT in writing of the terms thereof (“Last Refusal Notice”) and allow CPT ten (10) business days after receipt of such Last Refusal Notice within which to match such Third Party Offer. If CPT materially matches such Third Party Offer within ten (10) business days of receipt of the Last Refusal Notice, CPT will be granted the Rights to such derivative work. If TCCSL Infinity has not received notice from CPT within ten (10) business days of CPT’s receipt of such Last Refusal Notice, then TCCSL Infinity will have the right to license such rights to such other third party on terms and conditions no more favorable to such other party than those notified to CPT in the Last Refusal Notice; provided, further, that if there is a change in any item set forth in the Last Refusal Notice, TCCSL Infinity will provide a revised Last Refusal Notice to CPT, and CPT will again have the option to acquire the rights to such derivative work in accordance with the foregoing procedure.