Grant of ROFN Sample Clauses

Grant of ROFN. With respect to each ROFN Target, Morphic hereby grants to AbbVie a fully-paid up, irrevocable and exclusive one-time (except as provided in Section 3.2.3(b)) right of first negotiation regarding an amendment to this Agreement to provide for the amount of the upfront license fee, milestones and royalties payable with respect to the Licensed Compounds Directed to such ROFN Target and corresponding Licensed Products or other consideration as may be mutually agreed by the Parties (a “ROFN”).
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Grant of ROFN. Subject to the terms of this Section 8.1, during the ROFN Term, Epizyme will have a one-time exclusive right of first negotiation (“ROFN”) with respect to Hutchmed Dual Inhibitor ​ Products outside of the Territory. In the event Epizyme provides written notice to Hutchmed during the ROFN Term that it wishes to obtain the exclusive or co-exclusive (with Hutchmed) right to Develop and Commercialize Hutchmed Dual Inhibitor Products outside of the Territory (“ROFN Notice”), Hutchmed will provide Epizyme with data and information regarding the status of the Development and Commercialization of the Hutchmed Dual Inhibitor Products.
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Grant of ROFN. As of the Amendment Effective Date, the Parties mutually agree that Biogen also hereby irrevocably waives all of Biogen’s rights to the rights of first negotiation under Section 3.1.1 of the ROFN, Option, and License Agreement, including without limitation any rights to negotiate any ROFN Definitive Agreement with Denali, and Denali shall have no further obligations to Biogen under Article 3 of the ROFN, Option, and License Agreement, including without limitation to provide to Biogen any ROFN Initial Notice under Section 3.1.1 or ROFN Update Report under Section 3.2.2, or otherwise with respect to the ROFN Programs. [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. In addition, the definition of “ROFN Term” in Section 1.242 of the ROFN, Option, and License Agreement is hereby deleted, and in its place, the following is inserted: “‘ROFN Term’ means the period beginning on the Provisional Agreement Effective Date and expiring on the Amendment Effective Date.” In light of the termination of the ROFN, Option, and License Agreement with respect to all ROFN Programs as of the Amendment Effective Date, the terms of Section 14.6.2 of the ROFN, Option, and License Agreement shall apply. Denali hereby directs that Biogen destroy all tangible items bearing, containing, or contained in, any of the Confidential Information of Denali that is solely related to the ROFN Programs.
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Grant of ROFN. LFB hereby grants to rEVO a right of first negotiation to obtain an exclusive license to develop and commercialize ATryn for any and all indications in each country in the LFB Territories excluding [***], France [***]. If and when LFB desires to entrust to a Third Party rights to develop and/or commercialize ATryn in a country in the LFB Territories, LFB shall first so notify rEVO of the such decision. Upon receipt of such notice, rEVO shall have a period of [***] to notify LFB of its desire to exercise the right of first negotiation set forth in this Section 4(a). If rEVO timely provides such notice to LFB, the Parties will negotiate in good faith, for a period of up to [***] after LFB’s initial notice to rEVO regarding such rights, towards an agreement pursuant to which rEVO would develop and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. commercialize ATryn for all indications in such country. If the Parties are unable to reach agreement during such [***] period, such right of first negotiation may be extended by the Parties or such right of first negotiation shall lapse and shall be of no further force or effect with respect to the indications and the countries identified in LFB’s notice to rEVO.
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Grant of ROFN. Subject to the terms and conditions of this Agreement, Licensee hereby grants, on behalf of itself and its Affiliates, to Xxxxxxx an exclusive right of first ***Confidential Treatment Requested
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Grant of ROFN. Subject to the terms and conditions of this Agreement, Licensee hereby grants, on behalf of itself and its Affiliates, to Xxxxxxx an exclusive right of first negotiation with respect to the NIK Program on the terms set forth in this Section 3.4.1 (the “Right of First Negotiation” or “ROFN”).
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Grant of ROFN 
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Related to Grant of ROFN

  • Grant of Right In addition to the demand right of registration described in Section 5.1 hereof, the Holder shall have the right, for a period of no more than two (2) years from the Initial Exercise Date in accordance with FINRA Rule 5110(g)(8)(D), to include the Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Shares which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.

  • Grant of RSUs The Company hereby grants to the Grantee the Award of RSUs, as set forth in the Award letter. An RSU is the right, subject to the terms and conditions of the Plan and this Agreement, to receive a distribution of a share of Common Stock for each RSU as described in Section 6 of this Agreement.

  • Grant of Rights The Company hereby grants registration rights to the Designated Holders upon the terms and conditions set forth in this Agreement.

  • Consideration for Grant of Rights (a) License Issue Fee and Patent Cost Reimbursement. COMPANY shall deliver to M.I.T. a license issue fee of Five Thousand Dollars ($5,000) on the EFFECTIVE DATE and shall pay actual unreimbursed patent expenses as described in Section 6.3. These payments are nonrefundable.

  • Grant of PSUs For valuable consideration, receipt of which is hereby acknowledged, Hovnanian Enterprises, Inc., a Delaware Corporation (the "Company"), hereby grants the target number (“Target Number”) of performance share units ("PSUs") listed above to the Participant, on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms and conditions of the 2020 Company Second Amended and Restated Stock Incentive Plan (the "Plan"), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Agreement. The actual number of PSUs, if any, that the Participant will be eligible to earn with respect to this Agreement (the “Earned PSUs”), subject to meeting the applicable service and performance vesting requirements, will equal the Target Number multiplied by the applicable “Performance Multiplier” as defined in Exhibit A hereto. Each Earned PSU represents the unfunded, unsecured right of the Participant to receive a Share on the date(s) specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

  • Grant of Award The Grantee is hereby granted a Restricted Stock Award under the Plan (this “Award”), subject to the terms and conditions hereinafter set forth, with respect to a maximum ________________________________________________(__________) restricted shares of Common Stock. Restricted shares of Common Stock covered by this Award (the “Performance-Based Shares”) shall be represented by a stock certificate registered in the Grantee’s name, or by uncertificated shares designated for the Grantee in book-entry form on the records of the Company’s transfer agent subject to the restrictions set forth in this Agreement. Any stock certificate issued shall bear the following or a similar legend: “The transferability of this certificate and the shares of Common Stock represented hereby are subject to the terms, conditions and restrictions (including forfeiture) contained in the Pier 1 Imports, Inc. 2006 Stock Incentive Plan, as restated and amended, and the Restricted Stock Award Agreement entered into between the registered owner and Pier 1 Imports, Inc. A copy of such plan and agreement is on file in the offices of Pier 1 Imports, Inc., 000 Xxxx 0 Xxxxx, Xxxx Xxxxx, Xxxxx 00000.” Any Common Stock certificates or book-entry uncertificated shares evidencing such shares shall be held in custody by the Company or, if specified by the Committee, with a third party custodian or trustee, until the restrictions thereon shall have lapsed, and, as a condition of this Award, the Grantee shall deliver a stock power, duly endorsed in blank, relating to any certificated restricted shares of Common Stock covered by this Award.

  • Grant of Units On the Date of Grant, the Participant shall acquire, subject to the provisions of this Agreement, the Total Number of Units set forth in the Grant Notice, subject to adjustment as provided in Section 9. Each Unit represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock.

  • Grant of SAR The Company hereby grants to the Grantee under the Plan, as a separate incentive in connection with his or her employment and not in lieu of any salary or other compensation for his or her services, a Stock Appreciation Right (“SAR”) pertaining to all or any part of an aggregate of Shares shown on the attached notice of grant, which SAR entitles the Grantee to exercise the SAR in exchange for Shares in the amount determined under Paragraph 9 below.

  • Grant of Put Option Purchaser hereby grants to the Company the Option (the "Option") exercisable on or before October 5, 1995 (the 43rd day following the Effective Date) to put to the Purchaser the exercise of Purchaser's Basic Subscription Privileges and Oversubscription Privileges as hereinafter provided. Upon the exercise by the Company of the Option, the Purchaser shall, in accordance with the covenants, representations and warranties herein contained, on or prior to 5:00 p.m. New York time on October 5, 1995, exercise the Basic Subscription Privilege and the Oversubscription Privilege under Equity Rights held by the Purchaser to subscribe for, in the aggregate, not fewer than 1,972,671 shares (the "Committed Shares") of Common Stock of the Company by executing and delivering to American Stock 3 Transfer and Trust Company as agent (the "Subscription Agent") properly completed Subscription Forms, with any required signatures guaranteed, together with payment in full of the Subscription Price for each of the Committed Shares in accordance with the terms of the Equity Rights and the Plan. The Option may be exercised by the Company by sending notice in writing to Purchaser by facsimile transmission to the Purchaser's address, as initially stated in Section 9, on or before 3:00 p.m. New York time on October 5, 1995. In no event shall Purchaser be required to subscribe for more than 1,972,671 shares of Common Stock in the aggregate pursuant to its own exercise of the Equity Rights and the exercise by the Company of the Option.

  • 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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