Common use of First Negotiation Clause in Contracts

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. 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 Within ten (10) business days following after the receipt by Distributor of such First Offer to Distributor from Company's actual receipt of the Notice, to advise Owner as to Distributor shall notify Company in writing whether Company wishes or not Distributor desires to negotiate regarding for the Offered Right(s). If acquisition of any such rights, (such notice will propose a commencement date for such negotiations) and if Distributor does not give Company notifies Owner notice in writing that it wishes Distributor desires to so negotiatenegotiate for said rights, 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 Distributor shall be deemed to have an agreement with respect thereto on elected not to negotiate therefor. (I) If Distributor elects, or is deemed to have elected, not to negotiate for said rights, then Company shall have the same right to sell or otherwise dispose of such Remake Rights, but only to a third party who is willing to accept the terms and conditions specified in the First Offer to Distributor (and thereafter Distributor shall have no further right in and to the Remake Rights granted hereunder if such sale to the third party is consummated within ninety (90) days thereof); but if Company is willing to accept any different terms and conditions that are less beneficial to Company than the terms set forth is the First Offer to Distributor, or prior to closing any such deal with a third party, there are any changed, new or additional elements which are material, ((e.g., lead actor, a director, a material change in story line not previously discussed) Company shall again offer the same to Distributor in accordance with the same procedures as set forth in this Agreement to the extent the same are not inconsistent with the agreed upon financial terms. subparagraph. (II) If either (A) Company fails to give Owner notice of its desire Distributor shall elect to negotiate within the aforementioned ten (10) business day period or (B) for said rights and such negotiations shall not result in a written agreement between Company and Owner fail to reach an agreement regarding the Offered Right(s) Distributor within a period of thirty (30) days following from the commencement of their negotiations with respect theretosuch negotiations, Owner then Company may negotiate elsewhere for the sale or disposition of said rights, but Distributor shall have the rightright to meet any written bona fide offer (which offer includes the material terms thereof; including, subject to Section 10.3.2 belowwithout limitation, to offer the Offered Right(sname of the offeror) to other parties.received by Company (“Third Party Proposal”) as follows: