First Negotiation. If Galderma is the Submitting Party or if NovaBay is the Submitting Party and Galderma notifies NovaBay that it is interested in Developing a Collaboration Product for the Proposed Indication(s) within the Field within [***] days of the applicable Development Proposal, then the Parties shall negotiate for a period of [***] days (the “First Negotiation Period”) the terms and conditions for such Development hereunder, including appropriate economic terms; provided that if proposed by Galderma in writing, NovaBay shall be required to agree to the economic terms set forth in Section 3.5.4. If Galderma proposes the economic terms set forth in Section 3.5.4 for such Proposed Indication(s) or the Parties otherwise agree on different terms and conditions for the Proposed Indication(s), the Parties shall execute an amendment to this Agreement setting forth such terms and conditions (including the Accepted Indication plan for such Proposed Indication(s) (the “Accepted Indication Plan”)) and each such Proposed Indication shall be deemed an “Accepted Indication” for purposes of this Agreement.
First Negotiation. If Employer desires to continue to utilize Employee's services after the expiration of this Agreement, Employer shall so notify Employee, in writing, at least ninety (90) days prior to the expiration of the term of this Agreement. Upon such written notification, for at least the following sixty (60) days, Employee shall negotiate in good faith exclusively with Employer concerning continuation of Employee's services to Employer in the period following expiration of this Agreement.
First Negotiation. If at any time subsequent to the time periods set forth in Section 10.2 above, Owner intends to license, sell, transfer, assign, hypothecate or in any way convey or dispose of any of the Negotiable Rights or any portion thereof, Owner shall, before offering such Negotiable Right(s) to any other party, give Company written notice ("Notice") identifying the Negotiable Right(s) which Owner wishes to so convey ("Offered Right(s)") and the terms on which Owner wishes to negotiate in respect of such Offered Right(s). Company shall have the right, exercisable by written notice to Owner within ten (10) business days following Company's actual receipt of the Notice, to advise Owner as to whether Company wishes to negotiate regarding the Offered Right(s). If Company notifies Owner in writing that it wishes to so negotiate, Owner and Company shall negotiate in good faith regarding such Offered Right(s). If Owner and Company reach agreement as to financial terms, including any term relating to the consideration to Owner which can be readily reducible to a determinable sum of money, upon which Owner will dispose of such Offered Right(s) to Company, such Offered Right(s) shall vest in Company, and Company and Owner shall be deemed to have an agreement with respect thereto on the same terms and conditions set forth in this Agreement to the extent the same are not inconsistent with the agreed upon financial terms. If either (A) Company fails to give Owner notice of its desire to negotiate within the aforementioned ten (10) business day period or (B) Company and Owner fail to reach an agreement regarding the Offered Right(s) within thirty (30) days following the commencement of their negotiations with respect thereto, Owner shall have the right, subject to Section 10.3.2 below, to offer the Offered Right(s) to other parties.
First Negotiation. In the event the parties negotiate and agree to an Annual Fixed Rent and have executed a written agreement establishing same on or before the seventy-fifth (75th) day prior to the Commencement, then said Annual Fixed Rent shall be binding upon the parties commencing with the first (1st) day, but Tenant commences to pay Annual Fixed Rent with respect to such Additional Premises (the "Additional Premises Rent Commencement Date").
First Negotiation. If Employer desires to continue to utilize Employee’s services after the expiration of this Agreement, Employer shall so notify Employee, in writing, no sooner than ninety (90) days prior to the expiration of the Term. Upon such written notification, for at least the following sixty (60) days, Employee shall negotiate in good faith exclusively with Employer concerning continuation of Employee’s services to Employer in the period following expiration of this Agreement. Nothing contained herein shall relieve Employee of Employee’s non-compete and/or right-of-first-refusal obligations under this Section 9 and Section 12.
First Negotiation. Within ten (10) business days after the receipt by Distributor of such First Offer to Distributor from Company, Distributor shall notify Company in writing whether or not Distributor desires to negotiate for the acquisition of any such rights, (such notice will propose a commencement date for such negotiations) and if Distributor does not give Company notice in writing that Distributor desires to negotiate for said rights, Distributor shall be deemed to have elected not to negotiate therefor.
First Negotiation. Before entering into a lease with anyone else during the Lease Term for the North Space (as depicted on Exhibit J attached hereto) or the South Space (as depicted on Exhibit J attached hereto), Landlord shall notify Tenant of the availability of such space for leasing. Provided Tenant gives written notice to Landlord of its desire to lease such space within five (5) business days after receipt of such notice, for a period of thirty (30) days thereafter Tenant shall have the right to negotiate with Landlord for a lease of such space, Landlord and Tenant agreeing to negotiate in good faith for such space. If Tenant fails to respond to such notice within five (5) business days, or if Tenant gives such notice and Landlord and Tenant fail to enter into a lease within such thirty (30) day period, Tenant's rights hereunder shall be deemed to have been waived, and Landlord shall be free (without any further obligation to Tenant) to lease the space to anyone upon the same or any other terms and without any further obligation to Tenant, whether or not the terms of such lease are more or less favorable than those offered to Tenant. Tenant's first right to negotiate, as aforesaid, is subordinate in all instances to any expansion or renewal rights or options granted to the tenants of such space. The first right to negotiate set forth herein shall be terminated during any period in which Tenant is in default under this Lease until said default has been cured. The period of time in which this first right to negotiate may be exercised shall not be extended or enlarged by reason of the foregoing provision. Time is of the essence. If Tenant fails to exercise its first right to negotiate in any instance when such right may arise, in writing, prior to the expiration of the applicable time period for the exercise of same, Tenant's right hereunder in such instance shall be deemed null and void and of no further force or effect.
First Negotiation. If the parties negotiate and agree on Real Property Purchase Prices for one or more of the Transferred Owned Branch Properties within fifteen (15) days after the Buyer Appraisal Delivery Date (the “First Negotiation Period”), such amounts shall be used for the purpose of determining the Merger Consideration.
First Negotiation. If an Owner (the “Offering Owner”) desires to engage in a Permitted Transfer pursuant to Section 10.2.4 (Transfer to a Third Party), then it will give the other Owner who is a Non-Defaulting Owner (the “ROFN Offeree Owner”) written notice of (i) the Ownership Percentage it desires to Transfer (the “Offered Percentage”), (ii) the terms on which the Offering Owner desires to Transfer the Offered Percentage, including the aggregate purchase price and payment terms for the Offered Percentage (collectively, the “Offered Terms”) and (iii) with respect to the proposed transferee, (a) the name, address and description of the proposed transferee, (b) any terms of Transfer agreed upon by the Offering Owner and the proposed transferee, even if such terms are not binding on either party and (c) with respect to the Third Party proposed transferee, evidence that the Third Party satisfies the conditions in Section 10.2.4 (the “ROFN Trigger Notice”). Upon receipt of the ROFN Trigger Notice, the ROFN Owner will have the following right of first negotiation with regard to the Offered Percentage (the “ROFN”):
First Negotiation. Dynavax and RBNV agree that, for [ * ] after the Closing Date, neither Party nor their Affiliates, shall negotiate with any third parties, without first negotiating and discussing in good faith with each other, any possible joint development, research, collaboration and/or marketing agreement for [ * ] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 8. CONFIDENTIAL
