Common use of EFFECT OF REFUSAL Clause in Contracts

EFFECT OF REFUSAL. In the event the parties cannot reach agreement with respect to MEDICIS' acquisition or license of an HMR NEWLY DEVELOPED PRODUCT in accordance with this Section 5.1, HMR and/or an AFFILIATE may license or sell such HMR NEWLY DEVELOPED PRODUCT to a third party which is not an AFFILIATE of HMR (but shall not themselves directly sell, market, promote or distribute such HMR NEWLY DEVELOPED PRODUCT), provided that (i) the terms and conditions of any such license or sale are no less favorable to HMR than those offered by HMR to MEDICIS pursuant to this Section 5.1, in which case no consent or approval by, or right of first refusal for, MEDICIS shall be required for HMR to enter into a written agreement with such third party, or (ii) if the terms and conditions of any such license or sale are less favorable to HMR than those offered by HMR to MEDICIS pursuant to this Section 5.1, MEDICIS shall have a right of first refusal, exercisable within thirty (30) calendar days after HMR provides notice of such less favorable terms and conditions to MEDICIS, to license or acquire the HMR NEWLY DEVELOPED PRODUCT on such terms and conditions.

EFFECT OF REFUSAL. In the event the parties cannot reach agreement with respect to MEDICIS' HMR's acquisition or license of an HMR a MEDICIS NEWLY DEVELOPED PRODUCT in accordance with this Section 5.15.2, HMR MEDICIS and/or an AFFILIATE may license or sell such HMR MEDICIS NEWLY DEVELOPED PRODUCT to a third party which is not an AFFILIATE of HMR MEDICIS (but shall not themselves directly sell, market, promote or distribute such HMR MEDICIS NEWLY DEVELOPED PRODUCT), provided that (i) the terms and conditions of any such license or sale are no less favorable to HMR MEDICIS than those offered by MEDICIS to HMR to MEDICIS pursuant to this Section 5.15.2, in which case no consent or approval by, or right of first refusal for, MEDICIS HMR shall be required for HMR MEDICIS to enter into a written agreement with such third party, or (ii) if the terms and conditions of any such license or sale are less favorable to HMR MEDICIS than those offered by MEDICIS to HMR to MEDICIS pursuant to this Section 5.15.2, MEDICIS HMR shall have a right of first refusal, exercisable within thirty (30) calendar days after HMR MEDICIS provides notice of such less favorable terms and conditions to MEDICISHMR, to license or acquire the HMR MEDICIS NEWLY DEVELOPED PRODUCT on such terms and conditions.

EFFECT OF REFUSAL. In the event the parties cannot reach agreement with respect to MEDICIS' HMR's acquisition or license of an HMR a MEDICIS NEWLY DEVELOPED PRODUCT in accordance with this Section 5.15.2, HMR MEDICIS and/or an AFFILIATE may license or sell such HMR MEDICIS NEWLY DEVELOPED PRODUCT to a third party which is not an AFFILIATE of HMR MEDICIS (but shall not themselves directly sell, market, promote or distribute such HMR MEDICIS NEWLY DEVELOPED PRODUCT), provided that (i) the terms and conditions of any such license or sale are no less favorable to HMR MEDICIS than those offered by MEDICIS to HMR to MEDICIS pursuant to this Section 5.12.5, in which case no consent or approval by, or right of first refusal for, MEDICIS HMR shall be required for HMR MEDICIS to enter into a written agreement with such third party, or (ii) if the terms and conditions of any such license or sale are less favorable to HMR MEDICIS than those offered by MEDICIS to HMR to MEDICIS pursuant to this Section 5.1, MEDICIS 5.2 HMR shall have a right of first refusal, exercisable within thirty (30) calendar days after HMR MEDICIS provides notice of such less favorable terms and conditions to MEDICISHMR, to license or acquire the HMR MEDICIS NEWLY DEVELOPED PRODUCT on such terms and conditions.