Negotiation Notice Sample Clauses

Negotiation Notice. If, during the Term of this Agreement, Orphan Medical desires to pursue further development of the Product in the Territory for one or more Indications other than the Licensed Indications, or in the Option Countries or in Australia for the Licensed Indications or one or more Indications other than the Licensed Indications, Orphan Medical shall provide written notice to Celltech (the "NEGOTIATION NOTICE") of its intent to negotiate an agreement therefor. The Negotiation Notice shall identify the relevant country or countries and Indications. Delivery of a Negotiation Notice shall create a mutual obligation to negotiate in good faith on an exclusive basis for the grant to Celltech of exclusive rights to the Product for the specified countries for such Indication(s). If no response is received within ninety (90) days after delivery of the Negotiation Notice to Celltech, the offer shall be deemed declined, and Orphan Medical may then negotiate with any Third Party for the grant of any license for the Product for such countries for such Indication(s) subject, however, to the last sentence of Section 2.3(b).
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Negotiation Notice. If Landlord proposes to lease all or part of the First Negotiation Space at any time after the Effective Date of this Lease and before the expiration or earlier termination of this Right of First Negotiation, Landlord shall notify Tenant in writing (the “Negotiation Notice”) of the following basic business terms upon which Landlord would be willing to lease the First Negotiation Space; (i) the portion of the First Negotiation Space which Landlord propose to lease (the “Offered Space”), (ii) the term of the proposed lease; (iii) the tenant improvements Landlord is willing to construct or that it will require be constructed and the contribution Landlord is willing to make to pay for such tenant improvements; (iv) the rent for the terms of the lease or formula to be used to determine such rent, and (v) any other material business terms Landlord elects to specify.
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Negotiation Notice. If, on or before the last day of the Evaluation Period, Lxxxx provides written notice to Licensee that Lxxxx wishes to seek to negotiate an agreement for the further Development and Commercialization by Lxxxx of the applicable Product (a “Negotiation Notice”), then the Evaluation Period shall be automatically extended by [***] (or such longer period as may be mutually agreed in writing from time to time) and the Parties shall, until the end of the Evaluation Period, negotiate in good faith regarding such an agreement on commercially reasonable terms and conditions. Should the parties fail to agree such an agreement within the agreed timescale, Lxxxx’x right of first negotiation shall be at an end, and the Exclusivity Period shall be deemed to have expired.
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Negotiation Notice. If, during the Term of this Agreement, Jazz Pharmaceuticals desires to pursue further development of the Product in the Territory for one or more Indications other than the Licensed Indications, Jazz Pharmaceuticals shall provide written notice to UCB (the “Negotiation Notice”) of its intent to negotiate an agreement therefore. The Negotiation Notice shall identify the relevant Indication(s). Delivery of a Negotiation Notice shall create a mutual obligation to negotiate in good faith on an exclusive basis for the grant to UCB of exclusive rights to the Product for such Indication(s). If no response (a “Negotiation Response”) is received by Jazz Pharmaceuticals [ * ] after delivery of the Negotiation Notice to UCB, the offer shall be deemed declined, and Jazz Pharmaceuticals may then negotiate with any Third Party for the grant of any license for the Product for such Indication(s) subject, however, to the last sentence of Section 2.3(b). Notwithstanding the foregoing, if UCB does not deliver the Fibromyalgia Notice to Jazz Pharmaceuticals in accordance with this Agreement, the development and commercialization of a product containing the API for the Fibromyalgia Indication by Jazz Pharmaceuticals or a Third Party will not be subject to UCB’s right of first negotiation set forth in this Section 2.3.
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Negotiation Notice. In the event that the Company and/or LHF ------------------ desires to engage in an Acquisition Transaction, it shall give to the Stockholders a written notice thereof (the "Negotiation Notice").
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Negotiation Notice. Licensee shall be under no obligation to renew or extend this Agreement beyond the Term. However, if Licensee receives notice from Clearwire during the period that is twelve (12) to eighteen (18) months prior to expiration of the Maximum Term, which notice includes a bona fide written offer from Clearwire to enter into a new agreement pertaining to sale, lease or assignment of the Licenses or the Channels ("NEGOTIATION NOTICE"), then Licensee shall negotiate with Clearwire, exclusively and in good faith for a period of six (6) months from the date of Licensee's receipt of the Negotiation Notice for the execution of a new agreement. If Clearwire provides a Negotiation Notice, but the Parties do not enter into a new agreement pertaining to the sale, lease or assignment to Clearwire of the Licenses or the Channels then subject to this Agreement within six (6) months [*** Confidential Treatment Requested] of Licensee's receipt of the Negotiation Notice, Licensee shall be free, for the remainder of the Term and thereafter, to solicit or entertain offers from any third party pertaining to the Licenses or the Channels (or any portion thereof); provided, however, that if Licensee receives a Bona Fide Offer during the remainder of the Term or the ROFR Period that Licensee intends to accept, such Bona Fide Offer shall be subject to the ROFR. If Clearwire does not provide Licensee with a Negotiation Notice in accordance with this Section 4(b), then upon expiration of the period for providing such Negotiation Notice, Licensee's exclusivity obligations pursuant to Section 4(a) shall terminate, and Licensee shall be free, for the remainder of the Term and thereafter, to solicit or entertain offers of any nature from any third party concerning the Channels or the Licenses, subject to Clearwire's ROFR in Section 4(c).
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Negotiation Notice. During the period commencing on the Effective Date and ending [**] following the first Marketing Approval of a Licensed Product in the Territory, except in connection with a Change of Control of Mersana, Mersana (and any of its Affiliates) shall neither license nor otherwise grant to any Third Party, nor engage in any negotiations with any Third Party regarding any agreement to license or otherwise grant to any Third Party, any rights to Develop or Commercialize any New HER2 ADC Product (each, a “New HER2 ADC Transaction”) without first (a) notifying GSK in writing that Xxxxxxx intends to enter into a New HER2 ADC Transaction, which notice shall contain (i) a description of the New HER2 ADC Product proposed to be covered by such New HER2 ADC Transaction, and (ii) a confidential summary of the proposed New HER2 ADC Transaction (each, a “Trigger Notice”) and (b) if GSK provides Mersana with written notice (the “Negotiation Notice”) within [**] of its receipt of the Trigger Notice that GSK desires to negotiate with Xxxxxxx regarding such New HER2 ADC Transaction, then the Parties shall negotiate in accordance with Section 4.6.2 (ROFN Negotiation).
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Negotiation Notice. Licensee shall be under no obligation to renew or extend this Agreement beyond the Term. However, if Licensee receives notice from Clearwire during the period that is twelve (12) to eighteen (18) months prior to expiration of the Maximum Term, which notice includes a bona fide written offer from Clearwire to enter into a new agreement pertaining to sale, lease or assignment of the Licenses or the Channels ("NEGOTIATION NOTICE"), then Licensee shall negotiate with Clearwire, exclusively and in good faith for a period of six (6) months from the date of Licensee's receipt of the Negotiation Notice for the execution of a new agreement. If Clearwire provides a Negotiation Notice, but the Parties do not enter into a new agreement pertaining to the sale, lease or assignment to Clearwire of the Licenses or the Channels then subject to this Agreement within six (6) months
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Related to Negotiation Notice

  • Negotiation Period Any dispute, controversy or claim arising out of or relating to this Agreement, or any alleged breach hereof, will be subject to binding arbitration in accordance with this Section 7.11. If such a dispute, controversy or claim exists, the parties shall attempt for a 30-day period (the "Negotiation Period") from the date any party gives any one or more of the other parties notice (a "Dispute Notice") pursuant to this Section, to negotiate in good faith, a resolution of the dispute. The Dispute Notice shall set forth with specificity the basis of the dispute. During the Negotiation Period, representatives of each party involved in the dispute who have authority to settle the dispute shall meet at mutually convenient times and places and use their best efforts to resolve the dispute.

  • Termination Notice If either Party, having become entitled to do so, decides to terminate this Agreement pursuant to the preceding Clause 8.2 (a) (i) or 8.2 (a) (ii), it shall issue Termination Notice setting out:

  • Arbitration Notice BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. Agency Agency-Assisted Contractor

  • Legal Action Notice A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($100,000) or more; and

  • Termination Notice and Procedure Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 24:

  • Dispute Notice If there is a dispute between the parties, then either party may give a notice to the other succinctly setting out the details of the dispute and stating that it is a dispute notice given under this clause 17.1.

  • Notice of Dispute The party wishing to commence the dispute resolution process must give written notice (Notice of Dispute) to the other parties of:

  • CAFA Notice Pursuant to 28 U.S.C. § 1715, not later than ten (10) days after the Agreement is filed with the Court, the Settlement Administrator shall cause to be served upon the Attorneys General of each U.S. State in which Settlement Class members reside, the Attorney General of the United States, and other required government officials, notice of the proposed settlement as required by law, subject to Paragraph 5.1 below.

  • Termination Notices If at any time prior to 5:00 p.m. (Eastern time) on June 21, 2016 (the “Property Approval Period”), the Title Company receives a notice from Purchaser that Purchaser has exercised its termination right under Section 5.4, the Title Company, within three (3) Business Days after the receipt of such notice, will deliver the Xxxxxxx Money Deposit to Purchaser. If at any time, except as provided in the preceding sentence, the Title Company receives a certificate of either Sellers or of Purchaser (for purposes of this Section 4.6, the “Certifying Party”) stating that: (a) the Certifying Party is entitled to receive the Xxxxxxx Money Deposit pursuant to the terms of this Agreement, and (b) a copy of the certificate was delivered as provided herein to the other party (for purposes of this Section 4.6, the “Other Party”) prior to or contemporaneously with the giving of such certificate to the Title Company, then, the Title Company shall notify the Other Party in writing of the Title Company’s receipt of such certificate. Unless the Title Company has then previously received, or receives within five (5) Business Days after such written notification to the Other Party of the Title Company’s receipt of the Certifying Party’s certificate, contrary instructions from the Other Party, the Title Company, within one (1) Business Day after the expiration of the foregoing five (5) Business Day period, will deliver the Xxxxxxx Money Deposit to the Certifying Party, and thereupon the Title Company will be discharged and released from any and all liability hereunder. If the Title Company receives contrary instructions from the Other Party within five (5) Business Days following such written notification to the Other Party of the Title Company’s receipt of said certificate, the Title Company will not so deliver the Xxxxxxx Money Deposit, but will continue to hold the same pursuant hereto, subject to Section 4.7.

  • Negotiation Process (a) If either the Chief Executive Officer of ICANN (“CEO”) or the Chairperson of the Registry Stakeholder Group (“Chair”) desires to discuss any revision(s) to this Agreement, the CEO or Chair, as applicable, shall provide written notice to the other person, which shall set forth in reasonable detail the proposed revisions to this Agreement (a “Negotiation Notice”). Notwithstanding the foregoing, neither the CEO nor the Chair may

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