ROFN Transaction definition
Examples of ROFN Transaction in a sentence
For [***] days following AMGEN’s timely delivery of the AMGEN Election Notice or such longer time as the Parties may mutually agree in writing (the “Negotiation Exclusivity Period”), AMGEN will have an exclusive right to negotiate such a Proposed ROFN Transaction.
During the Negotiation Exclusivity Period, RBNC shall negotiate exclusively with AMGEN in good faith to reach agreement for such Proposed ROFN Transaction between the Parties.
During the Term, if I-Mab desires to develop any CD38 Product outside the Field in the Territory (a “ROFN Transaction”), I-Mab shall first provide written notice to Everest of its intent to conduct any ROFN Transaction, and upon Everest’s receipt of such written notice and at Everest’s election, Everest shall have the right to discuss and negotiate in good faith for Everest to participate in such ROFN Transaction on terms and conditions to be agreed upon by the Parties in writing (the “Everest ROFN”).
If Spruce exercises its ROFN in accordance with Section 2.7.2, then during the Negotiation Period, the Parties shall exclusively negotiate the terms and conditions of a ROFN Transaction wherein HBM Alpha will grant Spruce the right to Exploit Licensed Products in the HBM Alpha Territory.
Following twelve (12) calendar months from the end of the Negotiation Period, if no agreement has been entered into with any Third Party for the ROFN Transaction, the ROFN Right shall reset and resume.
With respect to clause (a), HBM Alpha will provide the ROFN Notice prior to sharing written terms for such ROFN Transaction with any Third Party, and with respect to clause (b), HBM will provide the ROFN Notice within [***] of receiving such Unsolicited Offer, provided that such ROFN Notice need not disclose the identity of the Third Party or any other confidential information of such Third Party that made the Unsolicited Offer.
During the Review Period, HBM Alpha shall not engage in negotiations with any Third Party regarding a ROFN Transaction.
Such notice shall include the territory that the proposed ROFN Transaction or Unsolicited Offer, as applicable, would cover and such notice shall, subject to Sections 11.1(a), 11.1(b), 11.1(c) and 11.1(d), be deemed Confidential Information of Repare.
If Spruce delivers a ROFN Exercise Notice during the Review Period, then Spruce shall have the exclusive right to exclusively negotiate with HBM Alpha to enter into a ROFN Transaction for a period of [***] after Spruce’s delivery of such ROFN Exercise Notice (the “Negotiation Period”).
During the ROFN Election Period, Fusion and its Affiliates shall not conduct discussions, or negotiate, with any Third Party with respect to such ROFN Transaction.