MEDICIS RIGHT OF FIRST OFFER Sample Clauses

MEDICIS RIGHT OF FIRST OFFER. If at any time during the TERM, HMR or its AFFILIATES shall develop or cause to be developed any human dermatology product containing an ACTIVE INGREDIENT, including without limitation any LINE EXTENSION but excluding (i) IMPROVEMENTS and (ii) the DEVELOPMENT STAGE PRODUCT (each, an "HMR NEWLY DEVELOPED PRODUCT"), MEDICIS shall have a right of first offer to (i) license on an exclusive basis all patents, patent applications and proprietary know-how solely related thereto (but not to the ACTIVE INGREDIENTS) necessary for the manufacture and sale in the TERRITORY of the HMR NEWLY DEVELOPED PRODUCT (except for intellectual property rights constituting shared know-how relating to the HMR NEWLY DEVELOPED PRODUCT, which shall be licensed to MEDICIS on a non-exclusive basis) subject to the terms set forth in this Section 5.1 below; and (ii) if the OPTION is or has been exercised pursuant to Section 4.1 hereof, purchase and/or license all of such rights on the terms set forth in the PURCHASE AGREEMENT (the "MEDICIS RIGHT OF FIRST OFFER"): (a) Notice of an HMR NEWLY DEVELOPED PRODUCT. Upon completion of Phase III clinical trials for an HMR NEWLY DEVELOPED PRODUCT and no later than upon submission of an NDA for such HMR NEWLY DEVELOPED PRODUCT, HMR shall give to MEDICIS written notice (the "HMR NOTICE") setting forth: (i) a description of the HMR NEWLY DEVELOPED PRODUCT, (ii) the terms and conditions, which shall be commercially reasonable, of the proposed license and/or sale to MEDICIS and (iii) the payment terms, which shall be commercially reasonable, of the proposed license and/or sale to MEDICIS.