Rights of First Offer. If at any time after the end of the Term, a Stockholder shall desire to Transfer any Shares owned by it (a "SELLING STOCKHOLDER"), in any transaction or series of related transactions other than a Transfer to an Affiliate or subsidiary or to an off-balance sheet special purpose entity established by EIS or Celtrix, as the case may be, then such Selling Stockholder shall deliver prior written notice of its desire to Transfer (a "NOTICE OF INTENTION") (i) to Newco and (ii) to the Stockholders who are not the Selling Stockholder (and any transferee thereof permitted hereunder, if any), as applicable, setting forth such Selling Stockholder's desire to make such Transfer, the number of Shares proposed to be transferred (the "OFFERED SHARES") and the proposed form of transaction (the "TRANSACTION PROPOSAL"), together with any available documentation relating thereto and the price at which such Selling Stockholder proposes to Transfer the Offered Shares (the "OFFER PRICE"). The "
Appears in 2 contracts
Samples: Development and Operating Agreement (Insmed Inc), Joint Development and Operating Agreement (Celtrix Pharmaceuticals Inc)
Rights of First Offer. If at any time after the end of the Term, a Stockholder shall desire to Transfer any Shares owned by it (a "SELLING STOCKHOLDER"), in any transaction or series of related transactions other than a Transfer to an Affiliate or subsidiary or in the case of EIS to an off-balance sheet special purpose entity established by EIS or Celtrix, as the case may beEIS, then such Selling Stockholder shall deliver prior written notice of its desire to Transfer (a "NOTICE OF INTENTION") (i) to Newco and (ii) to the Stockholders who are not the Selling Stockholder (and any transferee thereof permitted hereunder, if any), as applicable, setting forth such Selling Stockholder's desire to make such Transfer, the number of Shares proposed to be transferred (the "OFFERED SHARES") and the proposed form of transaction (the "TRANSACTION PROPOSAL"), together with any available documentation relating thereto and the price at which such Selling Stockholder proposes to Transfer the Offered Shares (the "OFFER PRICE"). The "
Appears in 2 contracts
Samples: Development and Operating Agreement (Isis Pharmaceuticals Inc), Development and Operating Agreement (Isis Pharmaceuticals Inc)
Rights of First Offer. If If, at any time after the end of the Research and Development Term, a Stockholder shall desire to Transfer any Shares owned by it (a "SELLING STOCKHOLDERSelling Stockholder"), in any transaction or series of related transactions other than a Transfer to an Affiliate or subsidiary or in the case of EIS permitted by the Agreement to an off-balance sheet a special purpose financing or similar entity established by EIS or Celtrix, as the case may beEIS, then such Selling Stockholder shall deliver prior written notice of its desire to Transfer (a "NOTICE OF INTENTIONNotice of Intention") (i) to Newco and (ii) to the Stockholders who are not the Selling Stockholder (and any transferee thereof permitted hereunder, if any), as applicable, setting forth such Selling Stockholder's desire to make such Transfer, the number of Shares proposed to be transferred (the "OFFERED SHARESOffered Shares") and the proposed form of transaction (the "TRANSACTION PROPOSALTransaction Proposal"), together with any available documentation relating thereto thereto, if any, and the price consideration to be paid and the terms and conditions, at which such Selling Stockholder proposes to Transfer the Offered Shares (the "OFFER PRICEOffer Price"). The "
Appears in 2 contracts
Samples: Subscription, Joint Development and Operating Agreement (Sheffield Pharmaceuticals Inc), Sheffield Pharmaceuticals Inc
Rights of First Offer. If at any time after the end of the Term, Research and Development Term a Stockholder shall desire to Transfer any Shares owned by it (a "SELLING STOCKHOLDER"), in any transaction or series of related transactions other than a Transfer to an Affiliate or subsidiary or in the case of EIS to an off-balance sheet a special purpose financing or similar entity established by EIS or Celtrix, as the case may beEIS, then such Selling Stockholder shall deliver prior written notice of its desire to Transfer (a "NOTICE OF INTENTION") (i) to Newco and (ii) to the Stockholders who are not the Selling Stockholder (and any transferee thereof permitted hereunder, if any), as applicable, setting forth such Selling Stockholder's desire to make such Transfer, the number of Shares proposed to be transferred (the "OFFERED SHARES") and the proposed form of transaction (the "TRANSACTION PROPOSAL"), together with any available documentation relating thereto thereto, if any, and the price at which such Selling Stockholder proposes to Transfer the Offered Shares (the "OFFER PRICE"). The "
Appears in 1 contract
Samples: Joint Development and Operating Agreement (Atrix Laboratories Inc)
Rights of First Offer. If at any time after the end of the Term, R&D Term a Stockholder shall desire to Transfer any Shares owned by it (a "SELLING STOCKHOLDER"), in any transaction or series of related transactions other than a Transfer to an Affiliate or subsidiary or in the case of EIS to an off-balance sheet a special purpose financing or similar entity established by EIS or Celtrix, as the case may beEIS, then such Selling Stockholder shall deliver prior written notice of its desire to Transfer (a "NOTICE OF INTENTION") (i) to Newco and (ii) to the Stockholders who are not the Selling Stockholder (and any transferee thereof permitted hereunder, if any), as applicable, setting forth such Selling Stockholder's desire to make such Transfer, the number of Shares proposed to be transferred (the "OFFERED SHARES") and the proposed form of transaction (the "TRANSACTION PROPOSAL"), together with any available documentation relating thereto thereto, if any, and the price at which such Selling Stockholder proposes to Transfer the Offered Shares (the "OFFER PRICE"). The "Offered
Appears in 1 contract
Samples: Photogen Technologies Inc