ROFN Clause Samples

ROFN. (a) The Company shall deliver to the ROFN Holder the ROFN Notice (as defined in the ROFN Side Letter) no later than 24 hours after the public announcement of this Agreement and, if the ROFN Holder delivers a ROFN Exercise Notice in accordance with (and as defined in) the ROFN Side Letter within the time period set forth therein, the Company shall comply with its obligations under the ROFN Side Letter and, notwithstanding any other provision of this Agreement requiring written consent of Parent, shall be permitted to enter into the ROFN Purchase Documents and consummate the ROFN Sale. (b) If the ROFN Holder delivers a ROFN Exercise Notice in accordance with (and as defined in) the ROFN Side Letter, the Company shall: (i) not disclose in connection with the potential ROFN Sale any information of the Company or any of its Subsidiaries related to the RemainCo Business, any RemainCo Assets or any RemainCo Liabilities, keep Parent informed in reasonable detail of developments in connection with the potential ROFN Sale, including by promptly providing Parent with the ROFN Notice, the ROFN Exercise Notice, drafts of any ROFN Purchase Agreement or other ROFN Purchase Documents and summaries of substantive communications relating thereto that are exchanged between the ROFN Holder and the Company (or their respective Representatives) relating in any way to the ROFN; (ii) promptly respond to Parent’s reasonable requests for, and regularly discuss, updates on the status of the potential ROFN Sale; (iii) if the ROFN Purchase Documents are entered into by the Company, use its reasonable best efforts to ensure that the ROFN Sale is consummated prior to the anticipated Closing Date and to satisfy on a timely basis all conditions precedent to the transactions contemplated by the ROFN Purchase Documents; (iv) provide Parent with prompt written notice of any material default or material breach (or any event that, with or without notice, lapse of time or both, would give rise to any material default or material breach) under the ROFN Purchase Documents of which the Company becomes aware that would reasonably be expected to result in termination of the ROFN Purchase Agreement or any rights with respect to the ROFN or the incurrence of a material liability or other material obligation of the Company. (c) If the Company or SpinCo, as applicable, (i) does not receive from the ROFN Holder a ROFN Exercise Notice prior to expiry of the ROFN Exercise Period (each as defined in the ROF...

ROFN. If Alnylam intends to grant to any Third Party an exclusive license to any particular additional field which has not yet been acquired by Roche, Alnylam must first offer Roche the right to extend its non-exclusive licenses into such additional field upon payment of a specified field option fee.

ROFN. Within [**] days after Tetraphase receives the final clinical study report for its first multiple ascending dose Phase 1 Clinical Trial of TP-6076, Tetraphase shall provide to Licensee (a) a true and complete copy of such clinical study report, (b) all material pre-clinical data with respect to TP-6076 in Tetraphase’s possession and Control at such time, and (c) pursuant to, and under the terms of, a material transfer agreement to be mutually agreed by the Parties, the TP-6076 needed for Licensee to conduct China-strain minimum inhibitory concentration (MIC) testing of TP-6076 to support an IND filing in PRC for TP-6076, which testing shall be at Licensee’s sole cost and expense (“TP-6076 Data Package”). Within [**] days after receipt of the complete TP-6076 Data Package, Licensee may provide written notice to Tetraphase of Licensee’s interest in negotiating a license to Develop and Commercialize TP-6076 in the Territory (the “TP-6076 Negotiation Notice”); provided that Tetraphase shall respond to Licensee’s inquiries with respect to TP-6076 (including with regard to the contents of the TP-6076 Data Package) during such [**] day exercise period, to the extent Tetraphase determines that such inquiries are reasonable. If Licensee provides such notice, the Parties shall enter into good faith negotiations with respect to such license, on such terms as may be mutually agreeable, which terms shall include Licensee sharing in the costs for any Tetraphase Entity’s Phase 2 Clinical Trials of TP-6076 that supports registration in the Territory. If (a) Licensee does not provide the TP-6076 Negotiation Notice to Tetraphase within such [**] period or (b) Licensee provides the TP-6076 Negotiation Notice to Tetraphase during such [**] day period but the Parties are unable to reach mutual agreement and execute a definitive agreement with respect to the Development and Commercialization of TP-6076 in the Territory within [**] days from the date of the TP-6076 Negotiation Notice (or such extended period as may be approved in writing by the Parties) (“Exclusive Negotiation Period”), Licensee shall have no rights with respect to TP-6076. During the Exclusive Negotiation Period, Tetraphase shall neither license or otherwise grant to any Third Party, nor engage in any negotiations or other discussions with any Third Party regarding any agreement to license or otherwise grant to any Third Party, any rights to Develop and Commercialize TP-6076 in the Territory.

ROFN. Until the first dosing of the first patient with a CFTR MRT Product in a Phase 3 Trial, the Buyer shall notify the Seller in writing (each such notice, a “ROFN Notice”) (i) promptly after (x) the Buyer or any of its Affiliates receives from a third party (other than (1) any Affiliate of the Buyer or (2) any academic or non-profit research institution, hospital, contract research organization, contract manufacturer, contract employee, consultant or other third party, in the case of both clauses (1) and (2) in connection with licenses granted solely to conduct development activities on behalf of the Buyer or any of its Affiliates) of a proposal that the Buyer license or otherwise grant to such third party any rights to develop or sell any CFTR MRT Product in any country or group of countries (a “License Opportunity”), or sell (other than through a change of control of the Buyer) all or a substantial portion of the Transferred Assets or other assets of the Buyer and its Affiliates that are necessary for or related to the development and commercialization of CFTR MRT Products (a “Sale Opportunity”; each License Opportunity for a CFTR MRT Product and each Sale Opportunity, an “Opportunity”) and (y) the board of directors of the Buyer directs the Buyer to pursue the Opportunity referenced in such proposal and (ii) prior to the Buyer or any of its Affiliates commencing negotiations with a third party with respect to an Opportunity. For clarity, this Section 1.11(k) shall not prevent the Buyer or any of its Affiliates from executing any confidentiality agreement or participating in general discussions with prospective partners, investors, licensors, licensees or other third parties, provided that such agreement or discussion does not relate to an Opportunity. The Seller shall have thirty (30) calendar days after receipt of the relevant ROFN Notice (the relevant “Notice Period”) to notify the Buyer in writing of its interest in negotiating an agreement with the Buyer with respect to the relevant Opportunity. If the Seller notifies the Buyer in writing within the Notice Period that it desires to negotiate such an agreement (a “Negotiation Notice”), then the Seller and the Buyer shall negotiate exclusively with respect to such Opportunity for up to ninety (90) calendar days after the Buyer’s receipt of such Negotiation Notice, which period may be extended by mutual written agreement of the parties (the relevant “Negotiation Period”) and, for the avoidance of doubt, n...

ROFN. The Company shall have executed the ROFN.

ROFN. Upon Oncoheroes’ written notice to Notable of the ROFN in accordance with this Section 3.6, Notable may exercise the ROFN by providing written notice of exercise within thirty (30) days after receipt thereof to Oncoheroes. Upon receipt of said written notice exercising such ROFN by O▇▇▇▇▇▇▇▇▇, the Parties shall commence good faith negotiations in an effort to agree on commercially reasonable terms and conditions concerning disposition of Oncoheroes’ rights in the Licensed Products in accordance with Section 3.6. If, after ninety (90) days of such good faith discussions, the Parties have not reached mutually-agreeable terms, or if Notable does not timely exercise the ROFN, there shall be no further obligation to continue such discussions or to grant any rights to Notable.

ROFN. If, within [***] days following its receipt of the Required ROFN Information from Sangamo, Shire notifies Sangamo that Shire desires to negotiate with respect to such Sangamo Program License, then the Parties will exclusively negotiate in good faith regarding the terms under which Shire might obtain a Sangamo Program License with respect to such Sangamo ZF Product, which terms may include an [***] days commencing upon Shire’s receipt of such Required ROFN Information (the “ROFN”). In addition, Sangamo shall provide any updates to the Required ROFN Information to Shire that come into Sangamo’s Control during the applicable ROFN period.

ROFN. Beginning on the Effective Date and until the Licensee ROFN Expiration Date, with respect to any Candidate that is (i) researched, discovered, developed, or conceived of by Licensee or its Affiliates (each a “Licensee Developed ROFN Asset”) or(ii) in-licensed or acquired by Licensee or its Affiliates from a Third Party (other than a license or acquisition under terms that would be breached by Licensee’s entering into such license agreement with Chinook for such asset) (each a “Licensee Acquired ROFN Asset and together with any Licensee Developed ROFN Asset, each such Candidate, a “Licensee ROFN Asset”), Chinook shall have an exclusive right of first negotiation (the “Licensee ROFN”) to enter into a license agreement [***] to Develop, Manufacture and Commercialize such Licensee ROFN Asset in the Field outside the Territory (a “Licensee Transaction”).

ROFN. During the Term and subject to the other terms of this ARTICLE 2 (Right of First Negotiation), in consideration for the ROFN Payment, beginning on the Effective Date and until June 30, 2023 (the “Initial ROFN Period”, and together with any extension to the Initial ROFN Period pursuant to Section 2.4 (Extension of ROFN Period by Sanofi Election) or 2.5 (Extension of ROFN Period by Default), if any, the “ROFN Period”), Sanofi or its Affiliates shall have an exclusive, one-time right of first negotiation to obtain exclusive rights to research, develop and Commercialize the Product in the ROFN Field throughout the world and to manufacture the Product in support thereof (collectively, the “ROFN”). During the ROFN Period, except as permitted under Section 2.7 (Exceptions; Consent to Related Transactions), Provention shall not: 2.1.1 engage in any discussions with any Third Party concerning any transaction pursuant to which Provention would grant rights to a Third Party to research, develop or Commercialize the Product in the ROFN Field anywhere in the world or to manufacture in support thereof; or 2.1.2 enter into any agreement or consummate any transaction pursuant to which Provention would grant rights to a Third Party to research, develop, manufacture or Commercialize the Product in the ROFN Field anywhere in the world (each of the transactions described in Section 2.1.1 and Section 2.1.2, a “Third Party Transaction”).