Rights of First Negotiation. For a period of 18 months from the date hereof, if the Company intends to raise additional capital by the issuance or sale of capital stock of the Company, including without limitation shares of any class of common stock, any class of preferred stock, options, warrants or any other securities convertible or exercisable into shares of common stock (whether the offering is conducted by the Company, underwriter, placement agent or any third party) the Company shall be obligated to offer to the Buyers such issuance or sale of capital stock, by providing in writing the principal amount of capital it intends to raise and outline of the material terms of such capital raise, prior to the offering such issuance or sale of capital stock to any third parties including, but not limited to, current or former officers or directors, current or former shareholders and/or investors of the obligor, underwriters, brokers, agents or other third parties. The Buyers shall have five (5) business days from receipt of such notice of the sale or issuance of capital stock to accept or reject all or a portion of such capital raising offer.
Rights of First Negotiation. (a) If Solvay develops and obtains Regulatory Approval of Product for a fibromyalgia indication, Solvay shall and hereby does grant to Depomed a right of first negotiation to co-promote the Product in the Field in the Territory solely for the fibromyalgia indication and solely to obstetricians and gynecologists. Solvay shall notify Depomed in writing no later than [***] prior to [***]. If Depomed is interested in negotiating with Solvay the terms under which Depomed would co-promote the Product for such indication to obstetricians and gynecologists in the Territory, it shall so notify Solvay in writing within [***] days after Depomed receives such notice from Solvay. For [***] days after Solvay’s receipt of Depomed’s notice of interest, the Parties shall negotiate in good faith the terms of a co-promotion agreement for such indication in the Territory with respect to obstetricians and gynecologists. If the Parties do not execute a co-promotion agreement within such [***] day period of time, Solvay shall be free to promote itself or with or through Third Parties the Product for such indication to obstetricians and gynecologists in the Territory; provided, however, that Solvay shall not grant to any Third Party the right to co-promote Product for such indication to obstetricians and gynecologists in the Territory [***].
Rights of First Negotiation. From the First Amendment Date until the earlier of (a) the tenth anniversary of the First Amendment Date or (b) the date on which all or substantially all of AquaBeam’s assets, stock or business is acquired by a non-Affiliate third party, if AquaBeam or its Affiliate desires to grant to a non-Affiliate third party any license rights under the Licensed Patents in any field of use other than the Field (“Other Field”), AquaBeam or such Affiliate shall grant to Procept a first right of negotiation for such license rights in the Other Field. If AquaBeam desires to grant such license rights in the Other Field, AquaBeam or such Affiliate shall give Procept written notice of the same. Procept shall have thirty (30) days to determine and to notify AquaBeam or such Affiliate in writing whether Procept desires to negotiate license rights in such Other Field. Failure by Procept to provide such written notice to AquaBeam or such Affiliate within such thirty (30) day period shall be deemed to be a rejection by Procept of AquaBeam’s or its Affiliate’s offer to negotiate license rights in such Other Field. If Procept rejects (or is deemed to reject) AquaBeam’s or such Affiliate’s offer to negotiate for license rights in the Other Field, or if Procept accepts AquaBeam’s or such Affiliate’s offer to negotiate for such license rights within the 30-day period but AquaBeam (or its Affiliate, as the case may be) and Procept are unable, after negotiating in good faith, to reach agreement on license rights in such Other Field within sixty (60) days of the date Procept notified AquaBeam or its Affiliate of Procept’s desire to negotiate license rights in such Other Field, then AquaBeam or its Affiliate shall have no further obligation to Procept with respect to license rights in such Other Field and AquaBeam or its Affiliate may, at any time thereafter, grant any license rights in such Other Field to any third party, subject to Section 5.4 hereof. AquaBeam shall ensure any agreement under which it grants rights to any Affiliate in any Licensed Patents requires such Affiliate agree to the provisions of this Section 2.5.
Rights of First Negotiation. If LICENSEE decides, other than as part of a merger or sale of LICENSEE as a whole or a sale of substantially all of the assets of LICENSEE , to seek to sublicense the Licensed Technology to a Third Party in any one of the following territories: US, UK, Germany, France, Spain, Italy, China or Japan for Development and/or Commercialization of a Product, then LICENSEE shall first notify PFIZER in writing of its plans for such a sublicense, including the specific territory to be covered (“Transaction Notice”). If PFIZER desires to evaluate whether to seek such sublicense in such notified territory (the “Subject Territory”) for itself, then PFIZER shall notify LICENSEE within thirty (30) days of receipt of the Transaction Notice (“Negotiation Notice”). For the sixty (60) days following receipt of the Negotiation Notice (“Exclusivity Period”), PFIZER shall have the exclusive right to negotiate an exclusive sublicense to the Product in the Subject Territory with LICENSEE, such negotiations to include at least one face-to-face meeting and to be conducted on a good faith basis using reasonable efforts. If PFIZER does not provide such Negotiation Notice to LICENSEE, does not provide a written proposal during the Exclusivity Period, or the two Parties do not come to agreement during the Exclusivity Period, then LICENSEE shall be free to pursue such a sublicense with any Third Party; provided, however, that LICENSEE shall not be entitled to subsequently grant Development or Commercialization rights to a Third Party for the Subject Territory unless, in the reasonable and informed good faith judgment of the Board of Directors of LICENSEE, the terms and provisions of the proposed agreement with such Third Party are, in the aggregate, more favorable to LICENSEE than the terms and provisions set forth in the last offer submitted in writing by PFIZER to LICENSEE in the course of the negotiations between PFIZER and LICENSEE.
Rights of First Negotiation. CPLB and Novavax hereby grant rights of first negotiation (each a “ROFN”) to each other for certain Products as follows:
Rights of First Negotiation. (a) From and after the Closing Date, if Buyer or any of its Affiliates proposes to Out-License any Clinical Candidate, subject to the limitations set forth in Section 6.01(f), or Existing Candidate, or to enter into substantive discussions or negotiations with any non-Affiliated Person relating to the Out-License of any such Clinical Candidate or Existing Candidate, Buyer shall give Sellers written notice thereof. Such notice shall include (i) a description in reasonable detail of the Candidate, including the status of its development and the status of any discussions with Regulatory Authorities relating thereto and (ii) the territory to which such Out-License would apply.
Rights of First Negotiation. As provided in Section 2.5(b) below, Sciona shall grant to Genaissance and its Affiliates rights of first negotiation during the Access Period: (i) to develop genotyping assays for any and all Sciona Genetic Tests, and (ii) subject to any pre-existing Sciona arrangement described on Schedule 2.4 (as amended from time to time), to perform any and all Sciona Genetic Tests sold in a Genaissance Territory. Sciona shall pay Genaissance fees for such assay development services and for such performance of the Sciona Genetic Tests, which fees shall be determined in accordance with Section 5.3.
Rights of First Negotiation. 7.1. [ * ] NQV shall have a Right of First Negotiation with respect to continuation of the NBC Rights and Services Terms for the [ * ] Confidential Treatment Requested
Rights of First Negotiation. [Reserved].
Rights of First Negotiation. (a) Company hereby grants Distributor an exclusive right of first negotiation to expand the Territory to include the right to distribute, market and sell the Product in each of the countries of [***] for a period of [***] months from the Effective Date. During such [***] month period, Distributor may exercise such right at any time by sending notice of its interest in acquiring such rights in any of the foregoing countries to Company; provided however, that the period for entering into a mutually agreeable amendment to this Agreement to include such distribution rights shall expire at the end of the [***] period. Notwithstanding the foregoing, the Parties may mutually agree to extend said period. In the event that the Parties agree to add any such countries to the Territory, the definition of “Territory” shall be deemed to have been expanded to include such additional country(ies), subject to any amendment to this Agreement to revise the terms of this Agreement to reflect such expanded Territory.
