Negotiation Rights. A. The Bellefontaine City Board of Education recognizes the Bellefontaine Education Association (BEA), an affiliate of the Ohio Education Association and the National Education Association, as the sole and exclusive bargaining representative for a bargaining unit, which shall include all full or part-time (18.75 hours or more per week) employees required by law to be certificated/licensed and serving under contract in the position of teacher, counselor, nurse, special area employees, and substitutes serving sixty (60) days in one specific teaching position. (This shall not preclude the Board from non-renewal in accord with R.C. 3319.10).
Negotiation Rights. After the Closing, BP shall have the exclusive right to negotiate with Syngenta for the assignment to BP of all Verenium’s rights and obligations under the Separation Agreement with respect to the Verenium Intellectual Property (for clarification, the purpose of such negotiation may not be to affect any of Verenium’s rights and obligations under the Separation Agreement, other than with respect to the Verenium Intellectual Property). Verenium shall cooperate with BP’s reasonable requests and, at BP’s cost and expense, use all commercially reasonable efforts to assist BP in obtaining Syngenta’s consent to an assignment of all Verenium’s rights and obligations under the Separation Agreement with respect to the Verenium Intellectual Property to BP, and to amend the Separation Agreement to effectuate the foregoing; provided that, for clarification, Verenium shall not have any obligation to agree to any amendment to the Separation Agreement that adversely affects Verenium’s rights and obligations under the Separation Agreement (other than with respect to the Verenium Intellectual Property).
Negotiation Rights. In any instance where Landlord or the City has retained the right to approve or consent to any action of Tenant, Casino Subtenant or the Casino Manager/Operator, Landlord or the City shall negotiate in good faith and without unreasonable delay, reasonable terms and conditions for Landlord's or the City's approval or consent.
Negotiation Rights. Mineracao shall have the right to negotiate and enter into an agreement (a "Major Mining Agreement") with a major mining company (a "Mining Company") to operate, finance and/or construct a mine on the claims owned by Newco and grant the Mining Company at least a 51% interest in Newco, provided that the Mining Company must commit to invest no less than US$250,000,000 in Newco. In the event a Major Mining Agreement is entered into the interests of Diamante and Mineracao shall be diluted pro rata in accordance with their percentage holdings in Newco, provided that, if such Major Mining Agreement is entered into during the 29% Earn In Period, Diamante may elect to exercise the First Right by forthwith paying to Mineracao the amount then remaining to be invested to acquire the Additional 29% Interest.
Negotiation Rights. As a condition of this payment arrangement, SPONSOR agrees that for [*] years after the Amendment Effective Date, MEDPACE, including its parent(s), subsidiaries, affiliates, and successors, shall have the exclusive right to negotiate for the conduct of all clinical trials for one or more fixed-dose combination products containing both perindopril and either indapamide, amlodipine and indapamide and/or any other active pharmaceutical ingredient (such products, the “Additional Combination Products”) pursuant to a financing arrangement substantially similar to that reflected in this Amendment. SPONSOR shall not conduct any negotiations or enter into any agreement with any third party regarding the provision of services related to the design and execution of clinical development programs for Additional Combination Products without first either conducting negotiations with MEDPACE in accordance with this Section 4A.7 (“Negotiations”) or receiving a written waiver from MEDPACE of its rights under this Section 4A.7, provided that MEDPACE is then in compliance with its obligations under the Master Services Agreement and any Task Orders thereunder. The Parties agree to conduct all Negotiations in good faith, with reasonable diligence and for a period of not more than [*] days after the date of such notice or such other period as the Parties shall then agree in writing (the “Exclusivity Period”). In the event Negotiations are conducted in accordance with this Section 4A.7 but the Parties have not reached written agreement at the end of the Exclusivity Period, SPONSOR shall be free to negotiate with third parties regarding the provision of services related to the design and execution of clinical development programs for Additional Combination Products. In the event the Parties reach such an agreement, the terms agreed to by the Parties with respect thereto shall be set forth in an amendment to this Agreement or a separate agreement, as the Parties shall determine. All MEDPACE work will be charged at the rates offered to MEDPACE preferred customers. MEDPACE and SPONSOR will negotiate in good faith the scope of each project.
Negotiation Rights. The Board agrees not to negotiate with any organization other than that designated as the representative pursuant to Chapter 123, New Jersey Laws of 1974, for the duration of this Agreement.
Negotiation Rights. The Union retains its right to negotiate any mandatory subjects of negotiations under Government Code section 3543.2 not addressed by provisions of this Agreement.
Negotiation Rights. (a) In the event that the LLC determines to license, engage, or otherwise contract with or authorize a person other than the LLC to engage in marketing activities with respect to a Licensed Product in any territory other than in the North American Territory, the LLC shall so notify CYTOGEN and negotiate in good faith with CYTOGEN the terms of an agreement regarding marketing activities with respect to any such Licensed Product in such territory. As a condition to any such negotiations, CYTOGEN shall demonstrate to the LLC's reasonable satisfaction CYTOGEN's capability to perform the marketing activities desired by the LLC in the relevant territory. If CYTOGEN is unable to satisfy such condition, or if CYTOGEN does not desire to, or is unable to negotiate any such agreement, or any such agreement is subsequently terminated, the LLC shall so notify Progenics and negotiate in good faith with Progenics a marketing agreement as described above. As a condition to any such negotiations, Progenics shall demonstrate to the LLC's reasonable satisfaction Progenics' capability to perform the marketing activities desired by the LLC in the relevant territory. Any such determination as to the capability of CYTOGEN or Progenics shall take into consideration the relevant party's ability to perform the necessary sales and marketing functions based upon an assessment of such party's existing sales, marketing and distribution capabilities compared to those of other companies promoting similar products to similar market segments, as well as such other factors as may be reasonably relevant.
Negotiation Rights. For a period of six months from the date of this Agreement, subject only to the fiduciary duties of the Board (as determined in the judgment of the Company's outside counsel), prior to entering into negotiations regarding or otherwise considering a proposal that would be likely to result in a change of control of the Company, the Company will provide Pyxis with a two week period in which to exclusively evaluate a strategic transaction between the Company and Pyxis or one of its Affiliates.
Negotiation Rights. 5.1 During the period that begins on the Effective Date and ends [*] or earlier as described in clause (b) below (“Exclusive Negotiation Period”), ATHX hereby grants to Healios the exclusive right of first negotiation to expand the “Territory” and the diseases or conditions within the “Licensed Field”, as such terms are defined in the Combination Product License Agreement, as follows. During the Exclusive Negotiation Period, ATHX will not, and will cause its Affiliates not to, negotiate with any other person or entity the terms or conditions of any license under any intellectual property rights of ATHX or its Affiliates to research, develop, manufacture, have manufactured, use, distribute, promote, sell, offer for sale, market, distribute, import, export or otherwise commercialize, anywhere in the world, any MultiStem product that is used in treatment of any disease or condition in combination with iPSC-derived cells by either (i) non-systemic, localized administration of the MultiStem product at the same time and immediate vicinity as the iPSC-derived cell transplantation or (ii) as a combination formulation containing both the MultiStem product and iPSC-derived cells, provided that the foregoing shall not preclude ATHX from negotiating with any other person or entity the terms or conditions of any license to manufacture or have manufactured any standalone MultiStem products (i.e., MultiStem products that are not combined with iPSC-derived cells) or the MultiStem portions of any “Licensed Products”, as such term is defined in the Combination Product License Agreement.
