Rights of First Refusal and Negotiation Sample Clauses

Rights of First Refusal and Negotiation. (a) ROFR for Licensed Product in the ROFR Territory. Gilead desires to have a right of first refusal to develop and Commercialize Licensed Products in the countries included in the ROFR Territory, which are countries of [*]. Accordingly, Cubist hereby grants Gilead a right of first refusal for [*] Licensed Products in the ROFR Territory as follows: if Cubist intends to [*] to [*] in any country [*], Cubist shall so [*] prior to entering into an agreement with such Third Party with respect to [*] and shall first [*] with respect to such [*] upon the same [*] with respect to such [*], on the other terms and conditions set forth in this Agreement, prior to entering into such [*]. If, within [*] after Cubist shall have made such offer to Gilead, Gilead shall not have agreed in writing to [*] with respect to such Licensed Product upon such [*], then Cubist shall be free to enter into such agreement with such Third Party on such [*] and shall have no further obligation under this Section 6.5(a) to offer or grant such terms to Gilead in each case for a period of [*] after the earlier of [*]. Without limiting the generality of the foregoing, this Section 6.5(a) shall apply if [*] with a Third Party for the [*] in any country within the ROFR Territory during the Term. If Gilead accepts [*] pursuant to this Section 6.5(a), then such country shall be included in the Gilead Territory and excluded from the ROFR Territory for the remainder of the Term. For purposes of this Section 6.5(a), [*]. (b) ROFN for [*]. Cubist hereby grants Gilead a right of first negotiation for [*] in the Gilead Territory and ROFR Territory on the following terms: If Cubist wishes to contract with a Third Party [*], Cubist shall so notify Gilead, such notice to reference the relevant [*]. If Gilead requests within [*] after its receipt of such notice to discuss with Cubist the terms upon which Cubist would grant Gilead the right to include such [*] within the definition of Licensed Product (and therefore the licenses of Sections 6.1 and 6.3 pursuant to this Agreement) and Commercialize, or to otherwise grant Gilead the right to Commercialize, such [*], then the Parties shall negotiate in good faith for a period of [*] such terms. If the Parties are unable to agree upon such terms within such [*] period, Cubist shall be free for a period of [*] after the end of the Parties' good faith negotiation period to contract with a Third Party [*]; provided, however, that in no event shall Cubist enter i...
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Rights of First Refusal and Negotiation. (a) At such time or times as the Company proposes to enter into any Transaction (as hereinafter defined) relating to the "Product" (as defined in that certain Development and License Agreement dated as of the date hereof between the Company and the Purchaser), excluding screw augmentation and vertebroplasty, with any third party, the Company shall first notify Purchaser with respect to each such Transaction. For a period not to exceed 60 days from the date of such notice, the Company shall negotiate in good faith exclusively with Purchaser with respect to such Transaction. If Purchaser and the Company have not entered into an agreement in principle (subject to necessary corporate approvals by each of the parties) regarding such Transaction within such 60-day period, or if such Transaction has not been consummated within 45 days from the date of such agreement in principle, the Company shall be free to consummate a Transaction relating to the Product, with any third party, provided, however, any such Transaction with any third party shall be on principal terms, taken as a whole, not materially less favorable to the Company than the least favorable terms (to the Company) last proposed by or to Purchaser. If during said 60-day period the Company propose terms to Purchaser and Purchaser does not respond with alternative terms within said 60-day period, the Company may thereafter enter into the Transaction with a third party without further obligation to Purchaser. If following the 60 and 45 day periods specified above, a change in the principal terms of the Transaction requires the Company to propose the Transaction to Purchaser again, the 60 and 45 day periods, specified above, shall each be reduced to 30 days. (b) At such time or times as the Company proposes to enter into any Transaction relating to other technologies (hereinafter called "Other Technologies"), excluding Vitagraft with any third party, the Company shall first notify Purchaser with respect to each such
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Rights of First Refusal and Negotiation 
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Related to Rights of First Refusal and Negotiation

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

  • Fees and Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Right of First Refusal (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.