Common use of Dry Workflow Rights for ATMI Clause in Contracts

Dry Workflow Rights for ATMI. Commencing with the Addendum Effective Date, and continuing until [*], IM agrees to provide ATMI a Right of First Negotiation (“ROFN”) before selling or licensing its [*] based Workflow (“Dry Workflow”) to a Competitor. Under this ROFN, IM [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. agrees to offer its Dry Workflow to ATMI no earlier than [*] from its initial availability and negotiate in good faith with ATMI for [*] to come to terms on the sale and licensing of IM’s Dry Workflow to ATMI. During this [*] period, IM shall not negotiate, or enter into an agreement, to sell or license its Dry Workflow to a Competitor. Nothing in this Addendum shall A) preclude IM from (i) shipping a Dry Workflow in whole or in part to a company that is not a Competitor, or (ii) selling or licensing a Dry Workflow in whole or in part to a Competitor on or after the [*] of the ROFN negotiation period or after [*], whichever occurs first; or B) require IM to provide ATMI a ROFN if IM does not sell or license its Dry Workflow in whole or in part to a Competitor prior to [*].