FIRST RIGHT OF NEGOTIATION. Promptly after (a) Dermira receives a term sheet from a Non-Competitor Company proposing a Change of Control for which Dermira’s board of directors desires to pursue negotiations, or (b) if Dermira’s board of directors intends to initiate a process for the purpose of soliciting proposals for a Change of Control, Dermira shall notify UCB in writing (the “M&A Notice”). In the case of sub-Section (a), the M&A Notice shall not be required to identify the party from whom Dermira received the term sheet nor any of its proposed terms, nor in the case of sub-Section (b) shall the M&A Notice specify the Third Parties who Dermira intends to contact nor any proposed terms or processes with respect to such a solicitation or transaction. In the event UCB has a bona fide interest to consummate a Change of Control of Dermira, then UCB may provide Dermira with written notice of such interest within five (5) Business Days of receiving the M&A Notice, in which event Dermira and UCB will negotiate in good faith potential terms and conditions for such a potential transaction, and for a period of twenty (20) Business Days after receiving UCB’s notice of interest, Dermira will not enter into any binding agreement with a Third Party that would prevent Dermira from entering into a definitive agreement providing for a Change of Control with UCB during such period. Following such initial twenty (20) Business Day period, Dermira shall have no further obligations to UCB pursuant to this Section 18.1 with respect to such transaction. This Section 18.1 shall terminate upon the first to occur of (i) the closing of a public offering of Dermira’s common stock under the Securities Act of 1933, as amended, (ii) the registration of any of Dermira’s securities under the Securities Exchange Act of 1934, as amended, (iii) immediately prior to the consummation of a Change of Control of Dermira and (iv) the termination of this Agreement for any reason.
FIRST RIGHT OF NEGOTIATION. Rosetta shall have the first right of negotiation for an exclusive arrangement with Agilent regarding the Agilent New Product.
FIRST RIGHT OF NEGOTIATION. Licensee shall have the first right to negotiate with Licensor to obtain a license to practice any patent Licensor may acquire after the date of this Agreement that is dominated by one or more patents included in the Licensed Patents on such terms and conditions that Licensor and Licensee may agree through negotiations in good faith. If Licensee declines to exercise its right to negotiate or the parties have not entered into a License within six (6) months after Licensor notifies Licensee of the existence of a patent subject to this paragraph, Licensor may negotiate with and grant a License or other rights in such patent to others on terms substantially no more favorable to such other party than were last offered by Licensor to Licensee.
FIRST RIGHT OF NEGOTIATION. 17 7.1.1 [ * ].................................................... 17 7.1.2 [ * ].................................................... 17 7.2 Right of First Refusal................................... 17 7.2.1 [ * ].................................................... 18 7.2.2 [ * ].................................................... 18 7.2.3 [ * ].................................................... 18 8.
FIRST RIGHT OF NEGOTIATION. Provided Tenant is not in material default of the terms and conditions of this Lease, Tenant shall have a first right of negotiation on the terms and conditions described below on all available space on the first and second floors of the Building, subject to any existing renewal, expansion or similar rights of existing tenants. In the event Landlord receives an offer to lease any said available space, Landlord shall notify Tenant of such offer. If Tenant delivers written notice of Tenant's exercise of the right of first negotiation within five (5) business days after delivery of Landlord's notice, Landlord and Tenant shall meet and attempt negotiate in good faith terms which are acceptable to the parties, each in their sole and absolute discretion. If, within fifteen (15) days after Landlord's notice of an offer to Tenant, the parties have not entered into a lease agreement for any expansion, Tenant's first right of negotiation on available space shall be of no further force or effect for said space and Landlord shall have the absolute right at any time thereafter to lease such space free of any rights of Tenant. If Tenant does not elect to exercise its first right of negotiation within five (5) business days after delivery of Landlord's notice, then Tenant's right of first negotiation shall be of no further force or effect as to such space and Landlord shall have the absolute right at any time thereafter to lease such space free of any rights of Tenant. LANDLORD: TENANT: WILLIAMS PROPERTIES I, LLC HNC Software Inc., a Dexxxxxx Xorp. & WILLIAMS PROPERTIES II, LLC, California Limited Liability Companies Xx: /x/ Elizabeth J. Clarquist By: /s/ Raymond V. Thomas ----------------------------- ------------------------ Elizabeth J. Clarquist Raymond V. Thomas Titlx: Xxxx Xxxxxxxxx Titlx: Xxxxx Xxxxxxxxl Officer EXHIBIT "A-1" SITE PLAN [DIAGRAM OF SITE PLAN] SITE PLAN IS FOR ILLUSTRATION PURPOSES ONLY AND ACTUAL SITE PLAN, PARKING, BUILDINGS, LANDSCAPING ETC MAY VARY FROM TIME TO TIME. Initial /s/ EJC -------- EXHIBIT "A-1" 3RD FLOOR PLAN & "AS-BUILTS" [DIAGRAM OF 3RD FLOOR PLAN & "AS-BUILTS"] "AS-BUILT" PLANS ARE FOR REFERENCE PURPOSES ONLY AND ACTUAL FIELD CONDITIONS MAY VARY SLIGHTLY. ALL EQUIPMENT, FURNISHINGS, TRADE FIXTURES ETC BUT NOT LIMITED TO ARE PROVIDED BY TENANT AT ITS COST AND EXPENSE, IF APPLICABLE. Initial /s/ EJC -------- EXHIBIT "A-1" 2ND FLOOR PLAN & "AS-BUILTS" [DIAGRAM OF 2ND FLOOR PLAN & "AS-BUILTS"] "AS-BUILT" PLANS ARE FOR REFERENCE PURPOSE...
FIRST RIGHT OF NEGOTIATION. Gilead grants Anadys a right of first negotiation with respect to Lead Compounds and Licensed Products solely as follows:
(1) If Gilead has made a final determination to terminate all of its existing and planned programs to research, develop and commercialize products based on Target activity, such right shall apply to all Lead Compounds and Licensed Products, other than those, if any, that Gilead is actively researching, developing and/or commercializing for indications based on activities other than activity against the Target.
(2) If Gilead has made a determination to attempt to out-license development and/or commercialization rights to a particular Lead Compound or Licensed Product, then such right of first negotiation shall apply to such particular Lead Compound or Licensed Product.
(3) Gilead will give Anadys written notification within thirty (30) days of making a determination set forth in Section 3(e)(iv)(1) or Section 3(e)(iv)(2). Within thirty (30) days after the date Anadys receives any such notice as to a Lead Compound or Licensed Product, Anadys will notify Gilead in writing (i) whether Anadys wishes to negotiate with Gilead the terms upon which Gilead would grant Anadys the right to clinically and regulatorily develop and/or commercialize such Lead Compound or Licensed Product; and (ii) if so, the commercial terms that Anadys proposes for such rights. Within thirty (30) days after the timely date of such a notice from Anadys to Gilead, the Parties shall commence negotiations in good faith for an agreement on commercially reasonable terms (which shall include appropriate compensation to Gilead for its contributions to the research, clinical and regulatory development, and commercialization of such Lead Compound or Licensed Product) under which Gilead would grant such rights for such Lead Compound or Licensed Product to Anadys. Such negotiation period shall last for at least sixty (60) days unless such an agreement is reached earlier.
(4) With respect to any Lead Compound or Licensed Product for which the Parties do not reach mutually agreeable terms by the end of the sixty (60) day negotiation period as set forth in Section 3(e)(iv)(3), Gilead shall be free to grant to Third Parties license rights to develop and/or commercialize rights to such Lead Compound or Licensed Product without the consent of Anadys, subject to the following sentence. Prior to entering into a license agreement with a Third Party, Gilead will identify to Anadys on a con...
FIRST RIGHT OF NEGOTIATION. Kinex hereby grants to Hanmi a one time, right of first negotiation to purchase all of Kinex’s rights in Oraxol under this Agreement and a one time, right of first negotiation to purchase all of Kinex’s rights in Oratecan under this Agreement. Such rights must be exercised with respect to Oraxol or Oratecan during Development of the applicable product and prior to (i) First Commercial Sale of the applicable product or (ii) receipt by Hanmi of written notice from Kinex of the Sublicense of the applicable product to a Third Party under Section 2.1. The purchase price for such rights in Oraxol or Oratecan shall be determined by an internationally recognized investment banking firm with an office in Hong Kong selected by mutual agreement of the Parties. With respect to the right of first negotiation, Hanmi shall send written notice of its intent to purchase all rights under this Agreement in Oraxol or Oratecan to Kinex together with a list of at least five internationally recognized investment banking firms acceptable to Hanmi (“Notice of Intent”). Kinex shall have thirty (30) days from the date of the Notice of Intent to agree to one of the investment banking firms proposed by Hanmi. If Kinex disagreed with all the investment banking firms proposed by Hanmi, Hanmi shall have fourteen (14) days to provide another list of five (5) such firms, and Kinex shall have fourteen (14) days after receipt of the second list to agree to one of the investment banking firms proposed by Hanmi on the first or second list. This process can repeat for a third cycle, but during the third cycle, Kinex must agree to one of the investment banking firms on the first, second or third list. The investment banking firm shall be retained to value Kinex’s rights in the applicable product under this Agreement. After receipt of the valuation of the investment banking firm, the Kinex and Hanmi shall negotiate in good faith for an additional thirty (30) days thereafter in an effort to execute a definitive purchase or sublicense agreement. If the parties fail to enter into a definitive purchase or sublicense agreement within sixty (60) days of the date of the valuation of the investment banking firm, then Kinex shall be free to sublicense the applicable product or Develop and Commercialize the product for its own account under this Agreement and Hanmi’s right under this Section 2.3 with respect to such product shall expire and be of no further force or effect; provided, however, in the event ...
FIRST RIGHT OF NEGOTIATION. In addition to the foregoing licenses under Sections 2.1 through 2.4 above, Licensor (itself and on behalf of its Affiliates) shall not offer or grant, directly or indirectly, any license or other transfer of rights under any Ganeden After-Arising Intellectual Property to any Third Party, whether by assignment, license, option, merger or otherwise, unless and until Licensor first offers Licensee the right to negotiate for such rights as follows: Prior to entering into any confidentiality arrangement with a Third Party to discuss a potential offer or grant of such rights to such Third Party, Licensor shall provide Licensee with written notice thereof referencing this Section 2.7 together with such other information reasonably requested by Licensee. Licensee may exercise its first right of negotiation by promptly (but in no event later than thirty (30) days after receipt of such notice and information) providing Licensor written notice thereof and then the Parties shall negotiate terms and conditions for the grant of such rights under the Licensed Intellectual Property. In the event the Parties cannot agree upon such terms and conditions within ninety (90) days of Licensor’s receipt of Licensee’s notice to exercise such right of first negotiation (“Negotiation Period”), then Licensor shall be free to grant such rights to a Third Party under terms and conditions that are the same as, or more favorable to Licensor than, those offered to Licensee; provided that Licensor is negotiating with such Third Party for such rights under such terms and conditions within one hundred twenty (120) days following expiration of the Negotiation Period and continues to actively negotiate with such Third Party to complete an agreement on such terms and conditions within a reasonable period thereafter.
FIRST RIGHT OF NEGOTIATION. Paragraph 2.8 of the Agreement is hereby stricken in its entirety and the following substituted therefor:
FIRST RIGHT OF NEGOTIATION. Licensee shall have the first right to -------------------------- negotiate with Licensors to obtain a license to practice any patent Licensors may acquire after the date of this Agreement (other than any patent included or to be included within Licensed Patents) that is dominated by one or more patents included in the Licensed Patents on such terms and conditions that Licensors and Licensee may agree through negotiations in good faith. If Licensee declines to exercise its right to negotiate or the parties have not entered into a License within six (6) months after Licensors notify Licensee of the existence of a patent subject to this paragraph, Licensors may negotiate with and grant a license or other rights in such patent to others (a "Third Party Grant") on ----------------- terms substantially no more favorable to such other party than were last offered by Licensors to Licensee. Notwithstanding any Third Party Grant, Licensors' grant and license to Licensee (set forth at paragraph 2.1 of the Agreement) shall continue as an exclusive right and license, and shall not be affected by any Third Party Grant."
