FIRST RIGHT OF NEGOTIATION. Rosetta shall have the first right of negotiation for an exclusive arrangement with Agilent regarding the Agilent New Product.
FIRST RIGHT OF NEGOTIATION. Licensee shall have the first right to negotiate with Licensors to obtain a license to practice any patent Licensors may acquire after the date of this Agreement that is dominated by one or more patents included in the Licensed Patents on such terms and conditions that Licensors and Licensee may agree through negotiations in good faith. If Licensee declines to exercise its right to negotiate or the parties have not entered into a License within six (6) months after Licensors notify Licensee of the existence of a patent subject to this paragraph, Licensors may negotiate with and grant a License or other rights in such patent to others on terms substantially no more favorable to such other party than were last offered by Licensors to Licensee.
FIRST RIGHT OF NEGOTIATION. 17 7.1.1 [ * ].................................................... 17 7.1.2 [ * ].................................................... 17 7.2 Right of First Refusal................................... 17 7.2.1 [ * ].................................................... 18 7.2.2 [ * ].................................................... 18 7.2.3 [ * ].................................................... 18 8.
FIRST RIGHT OF NEGOTIATION. Promptly after (a) Dermira receives a term sheet from a Non-Competitor Company proposing a Change of Control for which Dermira’s board of directors desires to pursue negotiations, or (b) if Dermira’s board of directors intends to initiate a process for the purpose of soliciting proposals for a Change of Control, Dermira shall notify UCB in writing (the “M&A Notice”). In the case of sub-Section (a), the M&A Notice shall not be required to identify the party from whom Dermira received the term sheet nor any of its proposed terms, nor in the case of sub-Section (b) shall the M&A Notice specify the Third Parties who Dermira intends to contact nor any proposed terms or processes with respect to such a solicitation or transaction. In the event UCB has a bona fide interest to consummate a Change of Control of Dermira, then UCB may provide Dermira with written notice of such interest within five (5) Business Days of receiving the M&A Notice, in which event Dermira and UCB will negotiate in good faith potential terms and conditions for such a potential transaction, and for a period of twenty (20) Business Days after receiving UCB’s notice of interest, Dermira will not enter into any binding agreement with a Third Party that would prevent Dermira from entering into a definitive agreement providing for a Change of Control with UCB during such period. Following such initial twenty (20) Business Day period, Dermira shall have no further obligations to UCB pursuant to this Section 18.1 with respect to such transaction. This Section 18.1 shall terminate upon the first to occur of (i) the closing of a public offering of Dermira’s common stock under the Securities Act of 1933, as amended, (ii) the registration of any of Dermira’s securities under the Securities Exchange Act of 1934, as amended, (iii) immediately prior to the consummation of a Change of Control of Dermira and (iv) the termination of this Agreement for any reason.
FIRST RIGHT OF NEGOTIATION. Gilead grants Anadys a right of first negotiation with respect to Lead Compounds and Licensed Products solely as follows:
FIRST RIGHT OF NEGOTIATION. Kinex hereby grants to Hanmi a one time, right of first negotiation to purchase all of Kinex’s rights in Oraxol under this Agreement and a one time, right of first negotiation to purchase all of Kinex’s rights in Oratecan under this Agreement. Such rights must be exercised with respect to Oraxol or Oratecan during Development of the applicable product and prior to (i) First Commercial Sale of the applicable product or (ii) receipt by Hanmi of written notice from Kinex of the *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. EXECUTION COPY Sublicense of the applicable product to a Third Party under Section 2.1. The purchase price for such rights in Oraxol or Oratecan shall be determined by an internationally recognized investment banking firm with an office in Hong Kong selected by mutual agreement of the Parties. With respect to the right of first negotiation, Hanmi shall send written notice of its intent to purchase all rights under this Agreement in Oraxol or Oratecan to Kinex together with a list of at least five internationally recognized investment banking firms acceptable to Hanmi (“Notice of Intent”). Kinex shall have thirty (30) days from the date of the Notice of Intent to agree to one of the investment banking firms proposed by Hanmi. If Kinex disagreed with all the investment banking firms proposed by Hanmi, Hanmi shall have fourteen (14) days to provide another list of five (5) such firms, and Kinex shall have fourteen (14) days after receipt of the second list to agree to one of the investment banking firms proposed by Hanmi on the first or second list. This process can repeat for a third cycle, but during the third cycle, Kinex must agree to one of the investment banking firms on the first, second or third list. The investment banking firm shall be retained to value Kinex’s rights in the applicable product under this Agreement. After receipt of the valuation of the investment banking firm, the Kinex and Hanmi shall negotiate in good faith for an additional thirty (30) days thereafter in an effort to execute a definitive purchase or sublicense agreement. If the parties fail to enter into a definitive purchase or sublicense agreement within sixty (60) days of the date of the valuation of the investment banking firm, then Kinex shall be free to sublicense the applicable product or Develop and Commercialize the pro...
FIRST RIGHT OF NEGOTIATION. Paragraph 2.8 of the Agreement is hereby stricken in its entirety and the following substituted therefor:
FIRST RIGHT OF NEGOTIATION. Licensee shall have the first right to negotiate with Licensors to obtain a license to practice any patent Licensors may acquire after the date of this Agreement (other than any patent included or to be included within Licensed Patents) that is dominated by one or more patents included in the Licensed Patents on such terms and conditions that Licensors and Licensee may agree through negotiations in good faith. If Licensee declines to exercise its right to negotiate or the parties have not entered into a License within six (6) months after Licensors notify Licensee of the existence of a patent subject to this paragraph, Licensors may negotiate with and grant a license or other rights in such patent to others (a “Third Party Grant”) on terms substantially no more favorable to such other party than were last offered by Licensors to Licensee. Notwithstanding any Third Party Grant, Licensors’ grant and license to Licensee (set forth at paragraph 2.1 of the Agreement) shall continue as an exclusive right and license, and shall not be affected by any Third Party Grant.”
FIRST RIGHT OF NEGOTIATION. Provided Tenant is not in material default of the terms and conditions of this Lease, Tenant shall have a first right of negotiation on the terms and conditions described below on all available space on the first and second floors of the Building, subject to any existing renewal, expansion or similar rights of existing tenants. In the event Landlord receives an offer to lease any said available space, Landlord shall notify Tenant of such offer. If Tenant delivers written notice of Tenant's exercise of the right of first negotiation within five (5) business days after delivery of Landlord's notice, Landlord and Tenant shall meet and attempt negotiate in good faith terms which are acceptable to the parties, each in their sole and absolute discretion. If, within fifteen (15) days after Landlord's notice of an offer to Tenant, the parties have not entered into a lease agreement for any expansion, Tenant's first right of negotiation on available space shall be of no further force or effect for said space and Landlord shall have the absolute right at any time thereafter to lease such space free of any rights of Tenant. If Tenant does not elect to exercise its first right of negotiation within five (5) business days after delivery of Landlord's notice, then Tenant's right of first negotiation shall be of no further force or effect as to such space and Landlord shall have the absolute right at any time thereafter to lease such space free of any rights of Tenant. LANDLORD: TENANT: WILLXXXX XXXPERTIES I, LLC HNC Software Inc., a Delaware Corp. & WILLXXXX XXXPERTIES II, LLC, California Limited Liability Companies By: /s/ Elizxxxxx X. Xxxxxxxxx By: /s/ Raymxxx X. Xxxxxx ----------------------------- ------------------------ Elizxxxxx X. Xxxxxxxxx Raymxxx X. Xxxxxx Xxtle: Vice President Title: Chief Financial Officer Initial /s/ EJC -------- Initial --------
FIRST RIGHT OF NEGOTIATION. 4.1. Alliance’s license of Imavist to Schering is terminated. Alliance will give Bracco a first right of negotiation for any rights to Imavist returned to Alliance as a result of such termination, which right of negotiation will be for ninety (90) days starting at the time Alliance informs Bracco that it desires a development/marketing partner for Imavist II.
