FIRST RIGHT TO NEGOTIATE. (A) Subject to the conditions subsequently set forth in this Section of the Lease, Lessor grants to Lessee and Lessee shall have during the term of this Lease the first right to negotiate to lease additional spaces on the seventh (7th) floor of the Building (each of such areas hereinafter referred to as a "Negotiation Area"), provided that (i) Lessee is not in Material Default of this Lease either on the date Lessee notifies Lessor of its intent to lease the applicable Negotiation Area or at any time t hereafter up to and including the date upon which the term of the Lease with respect to such Negotiation Area is to commence, and (ii) Lessee shall not have the benefit of this first right to negotiate (a) within the period twenty four (24) calendar months prior to the calendar month in which Lessee has the right to terminate the term of this Lease as provided in the Section of this Lease entitled "OPTION TO TERMINATE" unless and until Lessee waives, in a written document delivered to Lessor, Lessee's right to terminate the term of this Lease, (b) within the period January 1, 2004 through December 31, 2006, unless and until Lessee exercises its option to extend the term of this Lease pursuant to the provisions of the Section of this Lease entitled "OPTION TO EXTEND", and (c) within the period January 1, 2010 through December 31, 2011.
(B) Lessee's right to exercise this first right to negotiate with respect to any specific Negotiation Area granted to Lessee pursuant to Subsection (A) of this Section shall be subordinate to and shall arise -only upon the expiration of (i) the term of the lease for such Negotiation Area, including any options to extend, held by the tenant of such Negotiation Area as of the date first hereinabove stated, (ii) options to expand and first rights to negotiate for such Negotiation Area, held by any tenant of the Building as of the date of this Lease first hereinabove stated, including options to extend the term of any lease therefor, and (iii) options to expand applicable to such Negotiation Area, extend the term of any lease or both held by any tenant leasing spaces on the seventh (7th) floor of the Building after the date of this Lease first hereinabove stated (such subsequent tenant of the seventh (7th) floor being hereinafter referred to as a "Generic Tenant"), provided that in the case of item (iii) either such space was offered to Lessee pursuant to the provisions of the Section of this Lease entitled "OPTIONS TO EXPAND" or s...
FIRST RIGHT TO NEGOTIATE. Subject to and subordinate to (i) the right of Sublessor or Xxxxxxxxx's successors and assigns, to use, possess, and/or occupy all or any portion of the Premises pursuant to the Master Lease, and
FIRST RIGHT TO NEGOTIATE. To the extent that Sponsor pays all direct and indirect costs of University’s performance hereunder, and to the extent that the University is legally able, Sponsor will be granted a time-limited first right to negotiate an option or license under University’s rights in any Subject Invention that belongs solely to University or under University’s undivided interest in any Subject Invention that belongs jointly to University and Sponsor. Sponsor will advise the University in writing within sixty (60) days of such disclosure to Sponsor whether or not it wishes to secure an option or commercial license (“Election Period”). Sponsor will have ninety (90) days from the date of election to conclude an option or license agreement with University (“Negotiation Period”). Said license will contain reasonable terms, will require diligent performance by Sponsor for the timely commercial development and early marketing of Subject Inventions, and include Sponsor’s obligation to reimburse University’s reasonable patent costs for all Subject Inventions subject to the license.
FIRST RIGHT TO NEGOTIATE. If (i) there then exists no default by Tenant, (ii) Tenant, any assignee pursuant to a Permitted Transfer or any Affiliate shall be in possession of the entire Leased Premises, (iii) this Lease is still in full force and effect, (iv) the entire fourth floor of the Building (the "ROFR Space") is marketed to lease by Landlord, (v) the Landlord does not elect to use the ROFR Space for its own purposes or lease it to OEM or an Affiliate of Landlord, and (vi) Landlord desires to lease to a third party that is not OEM or an Affiliate of Landlord, then Landlord shall notify Tenant in writing of such offer or desire to lease such "ROFR" Space as soon as reasonably practicable. Any such notice by Landlord shall contain all the relevant terms on which Landlord is willing to lease the "ROFR" Space. Tenant may, by giving notice to Landlord within fifteen (15) days after receipt of such notice from Landlord, elect, at its sole option, to lease the "ROFR" Space on the terms contained in the notice. If Tenant shall have so elected to lease the "ROFR" Space, it shall enter into an amendment of this Lease within thirty (30) days after it shall have received the same from Landlord, confirming the lease of such "ROFR" Space to Tenant on the such terms, which amendment shall be in a commercially reasonable form mutually acceptable by Landlord and Tenant.
FIRST RIGHT TO NEGOTIATE. In the event the Buyer discontinues the marketing and sale of a particular Product acquired from the Seller hereunder for a continuous period of twelve months during the period of three years after the date hereof, the Buyer agrees to negotiate in good faith with the Seller to sell such Product to the Buyer or the Principal, such sale to be on terms and conditions mutually satisfactory to such parties.
FIRST RIGHT TO NEGOTIATE. Tenant shall have a first right to negotiate to lease the Premises upon expiration of the Term (provided Tenant has exercised all of the options to extend set forth in Section 3.3
FIRST RIGHT TO NEGOTIATE. Sublessor will provide Sublessee with a first right to negotiate to lease the remaining space occupied by Sublessor if Sublessor vacates said space any time during the term of the Sublease.
FIRST RIGHT TO NEGOTIATE. 1.1 In consideration of the first right to negotiate (the “FRTN”) granted by Agenus to GSK in this Section 1 as well as the other rights and licenses provided for in this Agreement, GSK hereby agrees to pay the consideration set forth in Section 4 of this Agreement. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
1.2 If the Agenus Board of Directors (i) determines to initiate a process or to undertake discussions with a third party other than an Affiliate of Agenus (a “Third Party Process”) for either: (a) a negotiated transaction or series of transactions that would result in a Change of Control of Agenus, or (b) a sale, assignment, or other disposition of the License Agreement and Amended Manufacturing Agreement by Antigenics MA (other than to an Affiliate of Antigenics MA), or (c) a sale or other disposition of all or substantially all of the Antigenics MA assets relating to QS-21, or (ii) a third party commences an unsolicited tender offer seeking to effect a Change of Control of Agenus unrelated to a Third Party Process (an “Unsolicited Tender Offer”), in each case of the foregoing Agenus shall comply with this Section 1. For the avoidance of doubt and notwithstanding the foregoing, this Section 1 shall not apply with respect to any sale, assignment or other disposition of that certain [**], [**] or any rights of Antigenics MA of Agenus with respect thereto or thereunder, where such sale, assignment or other disposition does not occur as part of a broader transaction for which a notice requirement would be triggered pursuant to Section 1.2 (i) (a), (b) or (c) or 1.2 (ii) above. For purposes hereof, “Change of Control” shall mean, with respect to a Party, any of the following events: (x) any person (or group of persons acting in concert) becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the total voting power of the capital stock then outstanding of such Party normally entitled to vote in elections of directors; (y) such Party consolidates with or merges into another corporation or entity, or any corporation or entity consolidates with or merges into such Party, in either event pursuant to a transaction in which more than fifty percent (50%) of the total voting power of the capital stock outstanding of the surviving entity entitled to vote in elections of directors is not held by pe...
FIRST RIGHT TO NEGOTIATE. During the term of the Lease, each time Tenant is considering leasing additional or alternative space in the San Diego area, prior to Tenant going out to the market to seek such additional or alternative space, Tenant shall deliver written notice to Landlord, which notice shall include a description of the additional or alternative space desired by Tenant. Landlord or an affiliate of Landlord shall have the opportunity, if it so elects and without obligation to do so, to offer for lease to Tenant, one or more alternative premises at the project or another project owned by an affiliate of Landlord which reasonably satisfies the additional or alternative space being sought by Tenant.
FIRST RIGHT TO NEGOTIATE. In the event that any space on the first floor of the Premises becomes or is reasonably anticipated to become vacant during the Term of this Sublease, Netscape shall notify Subtenant of the availability of such space. Provided that (i) a default does not exist under this Sublease, (ii) no event has occurred which with the passage of time or the giving of notice (or both) would be deemed a default if not cured in the applicable cure period, and (iii) Subtenant provides written notice to Netscape, within ten (10) days after receipt of Netscape's notice, of Subtenant's election to expand the Subleased Premises in the available space, Subtenant shall have the first right to negotiate for such space for a period of twenty (20) days after Netscape's notice. If Netscape and Subtenant do not agree on the terms for the sublease of such space within such twenty (20) day period, Subtenants's right to first negotiate with respect to such space shall terminate and Netscape shall have the right to sublease such space to any other person or entity upon any terms and conditions which Netscape desires, in its sole discretion. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have any such first right to negotiate a lease of any space that is currently vacant ("Initial Space") until after such Initial Space becomes available for lease following the expiration or earlier termination of an initial lease of such Initial Space.
