Negotiation Right. (a) Landlord hereby grants Tenant a one-time right to negotiate the lease of the Negotiation Space (defined below) if and to the extent such space is Available (defined below) during the period beginning on the Execution Date of this Amendment and expiring April 30, 2010 (the “Negotiation Period”), upon and subject to the terms and conditions of this Section (the “Negotiation Right”), and provided that at the time of exercise of such right: (i) Tenant must be conducting regular, active, ongoing business in, and be in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of the entire Premises, (ii) there has been no material adverse change in Tenant’s financial position from such position as of the date of execution of the Lease, as certified by Tenant’s independent certified public accountants, and as supported by Tenant’s certified financial statements, copies of which shall be delivered to Landlord with Tenant’s written notice exercising its right hereunder, and (iii) Tenant has duly exercised the Option to Extend for the Existing Premises pursuant to Section 26.21 of the Original Lease. Without limiting the generality of the foregoing, Landlord may reasonably conclude there has been a material adverse change if Tenant’s independent certified public accountants do not certify there has been no such change.
Negotiation Right. In the event that either Party desires to obtain an exclusive license to use any [***] that is included within Joint Technology or Joint Patent Rights for a purpose other than in connection with a Research Compound or a Licensed Product, such Party shall provide written notice to the other Party, which notice shall identify the [***] and the proposed field of use. As promptly as possible following the delivery of such notice, the Parties shall commence the negotiation in good faith of the terms under which the other Party would grant an exclusive license under its interest in the applicable Joint Technology and/or Joint Patent Rights to the notifying Party with respect to the [***] and field of use identified in the notice, which negotiations shall continue for a period not to exceed [***] from the date of the notice. If the Parties are unable to reach agreement on the terms of any such exclusive license on or before the expiration of such [***] negotiation period (as such period may be extended by mutual agreement of the Parties), the other Party shall have no further obligation to negotiate with the notifying Party with respect to the grant of such exclusive license.
(l) A revised Schedule 5-C is hereby added to the Agreement in substantially the form of Schedule 5-C attached hereto in substitution of the existing Schedule 5-C attached to the Agreement.
Negotiation Right. In addition, Ziopharm shall negotiate in good faith with Precigen, and shall assist Precigen in any good faith negotiations with applicable Third Parties, to permit Precigen the opportunity to obtain license to any Patents owned by Ziopharm or Third Parties Covering the Exclusive Products but that was not assigned or licensed to Precigen pursuant to Section 11.4(a), in which case the Parties may enter into a separate agreement or an amendment to this Agreement to reflect any such agreed terms.
Negotiation Right. Commencing on the Effective Date and until the completion of a Phase 2 Clinical Trial for a Licensed Product, if Fulcrum wishes to sublicense to any Third Party any of the rights granted to Fulcrum by GSK under Section 2.2 in any country(ies) in the Territory other than the United States, Fulcrum shall, prior to entering into a sublicense agreement with any Third Party, notify GSK in writing of Fulcrum’s desire to sublicense its rights to a Third Party and the terms on which Fulcrum proposes to grant such sublicense; provided, however, that the terms of this Section 4.1 shall not apply to any sublicense to any Service Provider. GSK shall have [**] from receipt of such notice to decide whether to enter into further negotiations with Fulcrum for GSK or its Affiliate to Exploit Licensed Product in the applicable country(ies) in the Territory other than the United States. If GSK does not elect for it or its Affiliate to Exploit Licensed Product in the applicable country(ies) in the Territory other than the United States or does not respond to Fulcrum’s notice within such [**] period, subject to Section 2.3, Fulcrum may sublicense the rights granted to Fulcrum by GSK under Section 2.2 in the applicable country(ies) in the Territory other than the United States to any Third Party, subject to Section 2.3. If GSK elects within such [**] period to negotiate for it or its Affiliate to Exploit Licensed Product in the applicable country(ies) in the Territory other than the United States, then the Parties shall negotiate in good faith for a period of not more than [**] after such election by GSK. If the Parties have not reached an agreement within such [**] period, then Fulcrum shall have the right to (i) enter into negotiations with any Third Party for the sublicense of its rights granted to Fulcrum by GSK under Section 2.2 in the applicable country(ies) in the Territory other than the United States and (ii) grant sublicenses in the applicable country(ies) in the Territory without further obligations to negotiate with GSK, provided that any such sublicense (x) is subject to Section 2.3 and (y) does not include terms that are in the aggregate less favorable than those offered by GSK. For the avoidance of doubt, GSK’s right of first negotiation under this Section 4.1 shall expire upon the first completion of a Phase 2 Clinical Trial for a Licensed Product.
Negotiation Right. If technology outside the CellPro Field, but in the field of ex vivo cell therapy, becomes available to Corixa during the First Right Period, Corixa shall promptly but in no event later than [***] after its availability to Corixa, notify CellPro of such potential additional application(s) (the date of such notice is referred to in this Section 4 as the "Notice Date"). Within [***] after the Notice Date, CellPro shall notify Corixa whether or not it is interested in pursuing negotiations with Corixa to expand the CellPro Field to include any such additional applications. Notwithstanding the foregoing, if CellPro notifies Corixa that it cannot reasonably assess such opportunity within the [***] period, Corixa shall extend such period by up to another [***] to allow CellPro to complete its due diligence. If CellPro notifies Corixa of its interest in such application(s), the parties shall negotiate in good faith for [***] the terms and conditions of such expansion of the CellPro Field. If at the end of such [***] period, the parties have not, despite good faith efforts to reach agreement, agreed upon all terms and conditions for such expansion of the CellPro Field, Corixa shall be free to exploit such new application(s) outside of this Agreement except as set forth in Sections 4.2 and 4.3.
Negotiation Right. ZGEN shall not, at any time after the Effective Date of the Master Agreement and prior to the [ * ] of the Effective Date, enter into an agreement with a Third Party whereby the Third Party gains any rights to any of the [ * ] Gene, the [ * ] Protein, the [ * ] Gene, the [ * ] Protein, the [ * ] Gene or the [ * ] Protein in North America (but not rights that relate solely to (i) research purposes, (ii) a contract whose only purpose is to retain personnel to be utilized as a sales force (i.e., a contract for a contract sales organization), (iii) a contract with a Distributor or (iv) a manufacturing arrangement), without first providing Serono with a right to negotiate an [ * ] Agreement pursuant to Section 6.2 (the “Negotiation Right”).
Negotiation Right a. During the Negotiation Period defined in Section 3(a) below, NPS and Developer shall negotiate diligently and in good faith to complete the tasks and prepare the agreements set forth in Section 4 below, including the negotiation of Part II of this Agreement for the Rehabilitation, development and operation of the Historic Boat Shop (as defined below) as a waterfront center with community meeting and program space and supporting food and beverage service.
b. During the Negotiation Period, NPS shall not negotiate with any person or entity, other than Developer, regarding entering into an LDDA (as defined below) or long-term lease for the Rehabilitation, development, management and operation of the Historic Boat Shop as a waterfront center with community meeting and program space and supporting food and beverage service, or solicit or entertain bids or proposals to do so.
Negotiation Right. Landlord and Tenant acknowledge and agree that the Negotiation Right with respect to 000 Xxxxxxxxxx Xxxxx has terminated.
Negotiation Right. Within ten (10) business days of the date on which the Guidant Notification was delivered to Guidant, Guidant shall provide the Company with written notice (the “Guidant Interest Notice”) of Guidant’s intention to negotiate a Material Transaction (a “Guidant Transaction”). In the event Guidant delivers the Guidant Interest Notice within the ten (10) day period, the Company and Guidant shall use reasonable best efforts to negotiate definitive documentation regarding such Guidant Transaction within twenty (20) business days following the Company’s Receipt of the Guidant Interest Notice (the “Guidant Negotiation Period”). During the Guidant Negotiation Period, the Company may simultaneously negotiate a Material Transaction with a Third Party. If a Guidant Transaction is not successfully negotiated and documented during the Guidant Negotiation Period, the Company may continue to pursue the Material Transaction with a Third Party.
Negotiation Right. During the Term, Pro Elite shall have the exclusive right to negotiate for all Ancillary Projects that RWE is currently contemplating, discussing or negotiating with other parties as of the Effective Date (which such Projects are listed in Schedule 3), other than Events with respect to which the Company has rights pursuant to Section 2. Only upon receipt of written notice from Pro Elite pursuant to Section 13 of this Agreement that Pro Elite has chosen to waive its right to all or part of the Ancillary Project may RWE then have the exclusive right to the part of the Ancillary Project so waived. Such waiver shall not constitute a blanket waiver of all Ancillary Projects, but shall be limited to that one Ancillary Project specified in the waiver. RWE shall advise Pro Elite with as much advance notice as possible as to all projects it is contemplating to undertake. If Pro Elite elects to undertake an Ancillary Project of RWE (other than related to an Event), it must do so on reasonable terms consistent with industry standards and must do so without delay. If it appears that Pro Elite is delaying such Project(s), RWE shall provide Pro Elite with written notice of the delay and a formal request to move such Project along within thirty (30) days or RWE can reclaim the Project and shop it elsewhere.
