BeiGene First Right Sample Clauses

BeiGene First Right. On and after the License Effective Date (i) BeiGene will have the first right, but not the obligation, using trademark counsel of its choice, to Prosecute and Maintain, at BeiGene’s sole cost and expense any BeiGene Trademarks; (ii) BeiGene will keep Novartis informed as to material developments with respect to the Prosecution and Maintenance of such BeiGene Trademarks including by providing copies of all substantive office actions, registration and renewal certificates, examination reports, communications or any other substantive documents to or from any trademark office at least […***…] prior to any deadline to take any action, or if there is no such deadline, no later than […***…] after XxxXxxx receives such materials of communication. On and after the License Effective Date, BeiGene will also provide Novartis with a reasonable opportunity to comment substantively on the Prosecution and Maintenance of such BeiGene Trademark in the Novartis Territory prior to taking material actions (including the filing of initial applications), and will in good faith consider any comments made by, and actions recommended by, Novartis and shall pursue in good faith all reasonable claims requested by Novartis; provided, that, Novartis provides its comments in a timely fashion consistent with any applicable filing deadlines.
Sample 1
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BeiGene First Right. BeiGene will have the first right, but not the obligation, using patent counsel of its choice, to Prosecute and Maintain, at BeiGene’s sole cost and expense any BeiGene Patents. On and after the License Effective Date, BeiGene will keep Novartis informed as to material developments with respect to the Prosecution and Maintenance of such BeiGene Patents including by providing copies of all substantive office actions, examination reports, communications or any other substantive documents to or from any patent office, including notice of all interferences, reissues, re-examinations, inter partes reviews, post grant proceedings, oppositions or requests for patent term adjustments, in all cases at least […***…] prior to any deadline to take any action. On and after the License Effective Date, BeiGene will also provide Novartis with a reasonable opportunity to comment substantively on the Prosecution and Maintenance of such BeiGene Patents in the Novartis Territory prior to taking material actions (including the filing of initial applications), and will in good faith consider any comments made by, and actions recommended by, Novartis and shall pursue in good faith all reasonable claims requested by Novartis; provided, that, Novartis provides its comments in a timely fashion consistent with any applicable filing deadlines.
Sample 1
BeiGene First Right. On and after the License Effective Date, BeiGene will have the first right, but not the obligation, at its sole expense, to institute, prosecute, and control any action or proceeding (which may include settlement or otherwise seeking to secure the abatement of such infringement) in the Novartis Territory, with respect to any Competing Infringement of any BeiGene Patent that is not a BeiGene Core Patent as well as any BeiGene Assumed Patent by counsel of its own choice, in BeiGene’s own name (or, if required, under Novartis’s name upon written authorization from Novartis) and under XxxXxxx’s direction and control, including the right to control the defense of any challenges to such Patents as a counterclaim in such infringement proceeding.
Sample 1
BeiGene First Right. BeiGene will have the first right, but not the obligation, using trademark counsel of its choice, to Prosecute and Maintain, at BeiGene’s sole cost and expense any BeiGene Trademarks. BeiGene will keep Novartis informed as to material developments with respect to the Prosecution and Maintenance of such BeiGene Trademarks including by providing copies of all substantive office actions, registration and renewal certificates, examination reports, communications or any other substantive documents to or from any trademark office at least […***…] prior to any deadline to take any action, or if there is no such deadline, no later than […***…] after BeiGene receives such materials of communication. BeiGene will also provide Novartis with a reasonable opportunity to comment substantively on the Prosecution and Maintenance of such BeiGene Trademark in the Novartis Territory prior to taking material actions (including the filing of initial applications), and will in good faith consider any comments made by, and actions recommended by, Novartis and shall pursue in good faith all reasonable claims requested by Novartis; provided, that, Novartis provides its comments in a timely fashion consistent with any applicable filing deadlines.
Sample 1
BeiGene First Right. BeiGene will have the first right, but not the obligation, using patent counsel of its choice, to Prosecute and Maintain, at BeiGene’s sole cost and expense any BeiGene Patents. BeiGene will keep Novartis informed as to material developments with respect to the Prosecution and Maintenance of such BeiGene Patents including by providing copies of all substantive office actions, examination reports, communications or any other substantive documents to or from any patent office, including notice of all interferences, reissues, re-examinations, inter partes reviews, post grant proceedings, oppositions or requests for patent term adjustments, in all cases at least […***…] prior to any deadline to take any action. BeiGene will also provide Novartis with a reasonable opportunity to comment substantively on the Prosecution and Maintenance of such BeiGene Patents in the Novartis Territory prior to taking material actions (including the filing of initial applications), and will in good faith consider any comments made by, and actions recommended by, Novartis and shall pursue in good faith all reasonable claims requested by Novartis; provided, that, Novartis provides its comments in a timely fashion consistent with any applicable filing deadlines.
Sample 1
BeiGene First Right. BeiGene will have the first right, but not the obligation, at its sole expense, to institute, prosecute, and control any action or proceeding (which may include settlement or otherwise seeking to secure the abatement of such infringement) in the Novartis Territory, with respect to any Competing Infringement of any BeiGene Patent that is not a BeiGene Core Patent as well as any BeiGene Assumed Patent by counsel of its own choice, in BeiGene’s own name (or, if required, under Novartis’s name upon written authorization from Novartis) and under BeiGene’s direction and control, including the right to control the defense of any challenges to such Patents as a counterclaim in such infringement proceeding.
Sample 1
BeiGene First Right. BeiGene will have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding (which may include settlement or otherwise seeking to secure the abatement of such infringement), with respect to any infringement of any BeiGene Controlled Patent as well as any BeiGene Assumed Patent by counsel of its own choice, in BeiGene’s own name (or, if required, under Celgene’s name) and under BeiGene’s direction and control, including the right to control the defense of any challenges to such Patents as a counterclaim in such infringement proceeding.
Sample 1
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Related to BeiGene First Right

  • First Right of Refusal If any Partner shall enter into an agreement to sell their ownership interest in the Partnership with an individual or entity that is not a current Partner, the following parties must be given a first right of refusal before such a transaction can take place:

  • General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.

  • 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.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • Company’s Right of First Refusal Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).

  • Right of Refusal The proposing vendor has the right not to sell under the awarded agreement with a TIPS member at vendor's discretion unless required by law.

  • 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.

  • Right of First Negotiation If during the term of this Agreement, Onconova desires to develop and/or commercialize in the Licensed Territory any product containing a Related Compound (as defined below), either itself or with or through an Affiliate or a Third Party, Onconova shall, prior to the commencement of any such activities in or with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **.

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

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