Right of First Negotiation and Right of First Refusal Sample Clauses

Right of First Negotiation and Right of First Refusal. (a) If at any time during the Term, Seller intends to distribute any Alternative Product or HIV Alternative Product for purposes of the Humanitarian Program within the Territory, Seller shall provide a Right of First Negotiation to Parent to manufacture such Alternative Product or HIV Alternative Product by sending a written notice to Parent not less than 18 months before Seller’s intended commencement of such project. During the 3-month period following Parent’s receipt of such written notice, Seller and Parent shall negotiate in good faith regarding Parent’s manufacture of such Alternative Product or HIV Alternative Product (including the terms of a license with respect to any patents owned, held or licensed (with the right to sublicense) held by Seller or its Affiliates which are required for the manufacture of such Alternative Product or HIV Alternative Product, which such license shall be ****); provided, however, that Parent provides reasonable evidence to Seller of its ability to commence manufacturing such Alternative Product or HIV Alternative Product no later than 18 months after receipt of such notice at both a performance level and price comparable to any other potential third-party manufacturer. In the event Parent and Seller reach a definitive agreement for the manufacture of such Alternative Product or HIV Alternative Product , within 6 months of Parent’s receipt of the foregoing notice, Parent shall obtain any license from third parties required to manufacture such Alternative Product or HIV Alternative Product. Seller shall cooperate and assist Parent to obtain any license from any third party required for the manufacture of the Alternative Product or HIV Alternative Product. If Parent and Seller fail to negotiate terms acceptable to both Parties for the manufacture of such Alternative Product or HIV Alternative Product within 3 months after Parent’s receipt of such written notice or Parent’s failure to obtain the third party license within such 6-month period, Seller shall be free to offer the manufacture of such Alternative Product or HIV Alternative Product to any potential third-party manufacturer; provided, however, that solely in the case of an HIV Alternative Product (but not in the case of an Alternative Product), Seller shall promptly pay to Parent the pro rata amount (up to a maximum of $2,500,000) of the net book value of the Line 2 Equipment (based on 5 year depreciation schedule, which such depreciation beginning when the firs...
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Right of First Negotiation and Right of First Refusal. (a) Each of the Borrowers agree that MBL shall have the right of first negotiation with respect to the financing and hedging for the exploration and production of Hydrocarbons within the Area of Mutual Interest by Borrowers, Guarantors or any of their Affiliates. The parties shall have twenty (20) business days from the date of notice to MBL of its intent to seek such financing or hedging to reach a mutually acceptable financing or two (2) business days from the date of notice to MBL of its intent to seek such hedging arrangement. After said periods, this right of first negotiation shall expire. Further, Borrowers hereby grant to MBL a right of first refusal with respect to any additional financing and hedging sought by Borrowers or any of their Affiliates in connection with the exploration and production of Hydrocarbons for properties located within the Area of Mutual Interest. The right of first refusal requires MBL to meet or exceed the financing or hedging terms offered by third parties. In connection with any such financing or hedging sought by Borrowers or any of their respective Affiliates, throughout that each period, Borrowers and each of their Affiliates shall allow MBL access to all relevant geological and engineering information, cost estimates and other information so that MBL can evaluate the proposed project. MBL shall have no obligation to provide funding for any activities unless it expressly agrees to do so in writing.
Sample 1
Right of First Negotiation and Right of First Refusal a. In connection with the Initial Closing, the Company hereby grants Investor an option (the “Option”) for entering into a license agreement to exclusively (even as to the Company) develop, register, and commercialize GB-102 (the “Compound”) solely in the Territories (as defined below) (the “License Agreement”). The term of the Option will commence upon the date of the Initial Closing and continue until the earlier to occur of: (i) 24 months after the Initial Closing and (ii) 60 days after the Company provides a top line data package of the XX-000 Xxxxx 0x clinical trial to Investor (the “Option Period”). The Investor may exercise the Option at any time during the Option Period by providing a written notice (the “Option Notice”) to the Company of its decision to exercise the Option together with a non-binding term sheet (the “Term Sheet”) for the License Agreement reflecting the proposed Market Based Terms (as defined below). If the Investor elects to exercise the Option, the Company shall negotiate exclusively with the Investor in good faith regarding the Term Sheet for up to 30 days after the receipt of the Option Notice. Thereafter, the Term Sheet shall be submitted to the board of directors for consideration. If the board of directors of the Company (the “Board”), by a majority vote of the Board excluding a vote from the director appointed by the Investor, approves the Term Sheet agreed by the Parties, then the Parties will thereupon commence negotiation of the License Agreement in good faith consistent with the terms of such approved Term Sheet for a period of 60 days exclusively with the goal of finalizing and executing the License Agreement within such 60-day period (such 30-day Term Sheet negotiation period and such 60-day License Agreement negotiation period, collectively, the “ROFN Period”). At the conclusion of the ROFN Period, the License Agreement shall be submitted to the Board for consideration. If the Board, by a majority vote of the Board excluding a vote from the director appointed by the Investor, approves the License Agreement, then the Parties will execute the License Agreement. If the Investor does not exercise the Option by providing the Option Notice to Company during the Option Period, then Company shall have no further obligation to Investor after the expiration of the Option Period.
Sample 1
Right of First Negotiation and Right of First Refusal. In the event that Licensor seeks to sell all or part of its assets or any interest in a successor partnership, and seeks to sell a controlling interest in such entity), Licensor shall first negotiate in good faith with MAI for the sale of such assets (or interest) to MAI. If the parties are unable to reach agreement on the terms and conditions of such a sale, Licensor may notify MAI that if any agreement is not reached within ten (10) days of the effective date of such notice, Licensor may enter into negotiations with a third party for the sale of such assets of interest. Prior to entering any agreement to sell all or part of its assets, or any interest in a successor entity, Licensor shall have the right to purchase such assets or interest on substantially the same economic terms and conditions set forth in any bona fide offer made to Licensor. MAI shall have thirty (30) days following the effective date of notice of such offer to elect whether or not to exercise the rights granted herein, and shall have an additional fifteen (15) days within which to complete such transaction. If MAI fails to timely notify Licensor of its intention to purchase, or to timely complete the transaction, Licensor may complete the transaction. If the material economic terms of the transaction are modified following MAI's failure to exercise its rights hereunder, Licensor shall renotice MAI of the transactions and MAI shall have the same time periods within which to exercise the rights granted herein. Any transaction not completed within ninety (90) days after the effective date of MAI's failure to give notice of its intention to complete the transaction shall be deemed to have been abandoned by Licensor.
Sample 1
Right of First Negotiation and Right of First Refusal. 17.1 Party A covenants and agrees that, if Party A at any time intends to sell, market for sale or otherwise transfer its interest in the Hangzhou Real Property during the Term of the Lease, Party A shall deliver to Party B a written notice (the "Right of First Negotiation Notice") thereof and shall negotiate in good faith exclusively with Party B for a period of twenty
Sample 1

Related to Right of First Negotiation and Right of First Refusal

  • Right of First Negotiation If during the term of this Agreement, Onconova desires to develop and/or commercialize in the Licensed Territory any product containing a Related Compound (as defined below), either itself or with or through an Affiliate or a Third Party, Onconova shall, prior to the commencement of any such activities in or with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **.

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11.

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • 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").

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • Right of First Offer So long as (i) there then exists no Default of Tenant, (ii) the initially named Tenant pursuant to Section 1.1 hereof (and any successor of Tenant by merger or any other entity which controls, is controlled by or is under common control with the Tenant set forth in Section 1.1 above) shall occupy the entire Premises, and (iii) this Lease is still in full force and effect, then if Landlord shall desire to lease all or any space within the Building for a period commencing on or after the Commencement Date, Landlord shall so notify Tenant, and shall identify the space available (the "Offered Space") together with the rental rate and other terms and conditions (collectively, the "Terms") under which in good faith it intends to offer such space to third parties and the date on which such Offered Space is expected to be available. Tenant may irrevocable elect to lease the Offered Space on the Terms by giving notice thereof to Landlord within five (5) days after Tenant's receipt of notice from Landlord of the Terms. If Tenant shall have so elected to lease the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant on the Terms, Tenant acknowledging, however, that the term applicable to such Offered Space may not coincide with the term applicable to the Premises initially demised hereunder. If Tenant shall fail to give notice of its election to lease the Offered Space within the aforesaid 5-day period, then Tenant shall have no further rights under this Section and Landlord shall thereafter be free to lease any or all of such Offered Space or any other space in the Building to a third party or parties from time to time on such terms and conditions as it may deem appropriate, it being agreed that time is of the essence with respect to the exercise of Tenant's rights under this Section. For purposes of the first sentence of this Section, the term "lease" shall not include (a) the leasing of any space then leased to or occupied by, or the extension or renewal of a lease with, any then existing tenant or occupant, (b) the exercise of any expansion option, right of first offer, or right of first refusal by any tenant of the Industrial Center pursuant to a lease in effect prior to the date of this Lease, or (c) the lease of any space to any entity controlling, controlled by or under common control with, or otherwise affiliated with Landlord. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. LANDLORD: TENANT: KEEP YOUR DAY JOB, LLC XXXXXXXXXXX.XXX, a Delaware corporation a Delaware limited liability company Name: By: MANSFIELD LAND LLC Title: a Massachusetts limited liability company Its: Manager By: NDNE REALTY, INC. a Massachusetts corporation Its: Manager By:_____________________________ Name: Its: AMB PROPERTY, L.P. a Delaware limited partnership By: AMB PROPERTY CORPORATION a Maryland corporation By: ________________________ Name: Xxxxxxx X. Xxxxxx Its: Vice President Attention: Xxxxxx Xxxxxx, CFO 00-00 Xxxxxxxx Xxxxxx Needham, MA 02192 Telephone: ( ) Telephone: ( ) Facsimile: ( ) Facsimile: ( ) Executed at: Executed at: LANDLORD'S REMEDIES IN EVENT OF TENANT DEFAULT ADDENDUM This Remedies Addendum is part of the Lease dated ______________________ by and between KEEP YOUR DAY JOB LLC and XXXXXXXXXXX.XXX for the premises known as 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

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