Common use of Right of Negotiation Clause in Contracts

Right of Negotiation. If Impax decides to develop a product that is a generic equivalent of a product that is marketed under the XXXXX, XXXXX, XXXXX or XXXXX trademark but is not an XXXXX Product, XXXXX Product, XXXXX Product or XXXXX Product, then Impax shall promptly notify Medicis in writing. If Medicis is interested in co-developing such product with Impax, then Medicis shall provide Impax, within thirty (30) days after Impax’s notice, with a written proposal of the terms under which the parties would co-develop such product. Impax shall notify Medicis within thirty (30) days of receipt of Medicis’ proposal whether, based on such proposal, it is interested in engaging in negotiations with Medicis regarding the terms under which the parties would co-develop such product. Medicis’ right of negotiation pursuant to this Section 5.4 shall expire with respect to a particular product at the earliest of: (1) thirty (30) days after Impax’s first notice pursuant to this Section 5.4, if Medicis has already not provided Impax with the proposal specified above; (2) Medicis’ receipt of notice from Impax that it is not interested in engaging in negotiations with Medicis regarding the terms under which the parties would co-develop such product; (3) sixty (60) days after Medicis’ receipt of notice from Impax that it is interested in engaging in negotiations with Medicis regarding the terms under which the parties would co-develop such product, if the parties have not entered into a written agreement for such co-development (such agreement, a “Co-Development Agreement”) and (4) the date of the parties’ entry into a Co-Development Agreement.

Right of Negotiation. If Impax decides to develop a product that is a generic equivalent of a product that is marketed under the XXXXX***, XXXXX***, XXXXX *** or XXXXX *** trademark but is not an XXXXX *** Product, XXXXX *** Product, XXXXX *** Product or XXXXX *** Product, then Impax shall promptly notify Medicis in writing. If Medicis is interested in co-developing such product with Impax, then Medicis shall provide Impax, within thirty (30) days after Impax’s notice, with a written proposal of the terms under which the parties would co-develop such product. Impax shall notify Medicis within thirty (30) days of receipt of Medicis’ proposal whether, based on such proposal, it is interested in engaging in negotiations with Medicis regarding the terms under which the parties would co-develop such product. Medicis’ right of negotiation pursuant to this Section 5.4 shall expire with respect to a particular product at the earliest of: (1) thirty (30) days after Impax’s first notice pursuant to this Section 5.4, if Medicis has already not provided Impax with the proposal specified above; (2) Medicis’ receipt of notice from Impax that it is not interested in engaging in negotiations with Medicis regarding the terms under which the parties would co-develop such product; (3) sixty (60) days after Medicis’ receipt of notice from Impax that it is interested in engaging in negotiations with Medicis regarding the terms under which the parties would co-develop such product, if the parties have not entered into a written agreement for such co-development (such agreement, a “Co-Development Agreement”) and (4) the date of the parties’ entry into a Co-Development Agreement.