Negotiation Right. (a) Landlord hereby grants Tenant a one-time right to negotiate the lease of the 600 Galveston Negotiation Space (defined below). if and to the extent such space is Available (defined below) during the period beginning on the Execution Date of this Amendment and expiring twenty-four (24) months prior to the Expiration Date of the Building 2 Term (the “Negotiation Period”), upon and subject to the terms and conditions of this Section (the “Negotiation Right”), and provided that at the time of exercise of such right: (i) Tenant must be conducting regular, active, ongoing business in, and be in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of the entire Building 2 Space; and (ii) there has been no material adverse change in Tenant’s financial position from such position as of the date of execution of the Lease, as certified by Tenant’s independent certified public accountants, and as supported by Tenant’s certified financial statements, copies of which shall be delivered to Landlord with Tenant’s written notice exercising its right hereunder. Without limiting the generality of the foregoing, Landlord may reasonably conclude there has been a material adverse change if Tenant’s independent certified public accountants do not certify there has been no such change.
Negotiation Right. In the event that either Party desires to obtain an exclusive license to use any [***] that is included within Joint Technology or Joint Patent Rights for a purpose other than in connection with a Research Compound or a Licensed Product, such Party shall provide written notice to the other Party, which notice shall identify the [***] and the proposed field of use. As promptly as possible following the delivery of such notice, the Parties shall commence the negotiation in good faith of the terms under which the other Party would grant an exclusive license under its interest in the applicable Joint Technology and/or Joint Patent Rights to the notifying Party with respect to the [***] and field of use identified in the notice, which negotiations shall continue for a period not to exceed [***] from the date of the notice. If the Parties are unable to reach agreement on the terms of any such exclusive license on or before the expiration of such [***] negotiation period (as such period may be extended by mutual agreement of the Parties), the other Party shall have no further obligation to negotiate with the notifying Party with respect to the grant of such exclusive license.
Negotiation Right. Commencing on the Effective Date and until the completion of a Phase 2 Clinical Trial for a Licensed Product, if Fulcrum wishes to sublicense to any Third Party any of the rights granted to Fulcrum by GSK under Section 2.2 in any country(ies) in the Territory other than the United States, Fulcrum shall, prior to entering into a sublicense agreement with any Third Party, notify GSK in writing of Fulcrum’s desire to sublicense its rights to a Third Party and the terms on which Fulcrum proposes to grant such sublicense; provided, however, that the terms of this Section 4.1 shall not apply to any sublicense to any Service Provider. GSK shall have [**] from receipt of such notice to decide whether to enter into further negotiations with Fulcrum for GSK or its Affiliate to Exploit Licensed Product in the applicable country(ies) in the Territory other than the United States. If GSK does not elect for it or its Affiliate to Exploit Licensed Product in the applicable country(ies) in the Territory other than the United States or does not respond to Fulcrum’s notice within such [**] period, subject to Section 2.3, Fulcrum may sublicense the rights granted to Fulcrum by GSK under Section 2.2 in the applicable country(ies) in the Territory other than the United States to any Third Party, subject to Section 2.3. If GSK elects within such [**] period to negotiate for it or its Affiliate to Exploit Licensed Product in the applicable country(ies) in the Territory other than the United States, then the Parties shall negotiate in good faith for a period of not more than [**] after such election by GSK. If the Parties have not reached an agreement within such [**] period, then Fulcrum shall have the right to (i) enter into negotiations with any Third Party for the sublicense of its rights granted to Fulcrum by GSK under Section 2.2 in the applicable country(ies) in the Territory other than the United States and (ii) grant sublicenses in the applicable country(ies) in the Territory without further obligations to negotiate with GSK, provided that any such sublicense (x) is subject to Section 2.3 and (y) does not include terms that are in the aggregate less favorable than those offered by GSK. For the avoidance of doubt, GSK’s right of first negotiation under this Section 4.1 shall expire upon the first completion of a Phase 2 Clinical Trial for a Licensed Product.
Negotiation Right. In addition, Ziopharm shall negotiate in good faith with Precigen, and shall assist Precigen in any good faith negotiations with applicable Third Parties, to permit Precigen the opportunity to obtain license to any Patents owned by Ziopharm or Third Parties Covering the Exclusive Products but that was not assigned or licensed to Precigen pursuant to Section 11.4(a), in which case the Parties may enter into a separate agreement or an amendment to this Agreement to reflect any such agreed terms.
Negotiation Right. If technology outside the CellPro Field, but in the field of ex vivo cell therapy, becomes available to Corixa during the First Right Period, Corixa shall promptly but in no event later than [***] after its availability to Corixa, notify CellPro of such potential additional application(s) (the date of such notice is referred to in this Section 4 as the "Notice Date"). Within [***] after the Notice Date, CellPro shall notify Corixa whether or not it is interested in pursuing negotiations with Corixa to expand the CellPro Field to include any such additional applications. Notwithstanding the foregoing, if CellPro notifies Corixa that it cannot reasonably assess such opportunity within the [***] period, Corixa shall extend such period by up to another [***] to allow CellPro to complete its due diligence. If CellPro notifies Corixa of its interest in such application(s), the parties shall negotiate in good faith for [***] the terms and conditions of such expansion of the CellPro Field. If at the end of such [***] period, the parties have not, despite good faith efforts to reach agreement, agreed upon all terms and conditions for such expansion of the CellPro Field, Corixa shall be free to exploit such new application(s) outside of this Agreement except as set forth in Sections 4.2 and 4.3.
Negotiation Right. (a) Landlord and Tenant confirms that the Negotiation Right with respect to 000 Xxxxxxxxxx Xxxxx (as set forth in Section 6 of the Second Amendment) continues to be in effect. As provided in Section 7(b)(ii) above, the Negotiation Right with respect to the 600 Galveston Negotiation Space (as set forth in Section 7 of the Third Amendment) is terminated.
Negotiation Right. So long as CIBA holds an exclusive license under this Agreement, PRESBY shall not offer or enter into any negotiations or definitive agreements with any third party concerning the sale or license of any product or technology with applications for the treatment of presbyopia, hyperopia, ocular hypertension or glaucoma (but outside of the scope of this license) unless PRESBY has first notified CIBA in writing of its intent to sell or license such product or technology and CIBA has failed to make a bona fide offer to purchase or license such product or technology within twenty (20) business days following receipt of such notice. In the event CIBA delivers such a bona fide offer prior to the expiration of such twenty (20) day period, PRESBY agrees to negotiate in good faith with CIBA, provided that if the parties are unable to reach a definitive agreement within twenty (20) business days after CIBA delivers such bona fide offer, PRESBY shall be released from any further obligations under this Section 9.
Negotiation Right. Landlord and Tenant acknowledge and agree that the Negotiation Right with respect to 000 Xxxxxxxxxx Xxxxx has terminated.
Negotiation Right. In the event that the Company desires to Issue any time after December 31, 2005 but during the term hereof any Company Equity, the Company will give to Xxxxxx a written notice (the "Proposed Issuance Notice") setting forth the terms upon which it proposes to Issue such Company Equity, the price (which may be denominated solely in U.S. dollars) and the nature and amount of the Company Equity it desires to Issue. Unless Xxxxxx consents to the contrary in writing, the Company shall upon Xxxxxx'x request negotiate exclusively with Xxxxxx as to the terms the purchase of such Company Equity by Xxxxxx or its affiliates for a period of thirty (30) days following delivery of the Proposed Issuance Notice. The foregoing shall not be deemed to apply to a proposed Issuance to employees or outside business consultants of the Company of shares of or options for common stock of the Company in the ordinary course of business under compensation arrangements or stock option plans.
Negotiation Right. ZGEN shall not, at any time after the Effective Date of the Master Agreement and prior to the [ * ] of the Effective Date, enter into an agreement with a Third Party whereby the Third Party gains any rights to any of the [ * ] Gene, the [ * ] Protein, the [ * ] Gene, the [ * ] Protein, the [ * ] Gene or the [ * ] Protein in North America (but not rights that relate solely to (i) research purposes, (ii) a contract whose only purpose is to retain personnel to be utilized as a sales force (i.e., a contract for a contract sales organization), (iii) a contract with a Distributor or (iv) a manufacturing arrangement), without first providing Serono with a right to negotiate an [ * ] Agreement pursuant to Section 6.2 (the “Negotiation Right”).
