Negotiation Rights. A. The Bellefontaine City Board of Education recognizes the Bellefontaine Education Association (BEA), an affiliate of the Ohio Education Association and the National Education Association, as the sole and exclusive bargaining representative for a bargaining unit, which shall include all full or part-time (18.75 hours or more per week) employees required by law to be certificated/licensed and serving under contract in the position of teacher, counselor, nurse, special area employees, and substitutes serving sixty (60) days in one specific teaching position. (This shall not preclude the Board from non-renewal in accord with R.C. 3319.10).
B. Excluded from the bargaining unit are the Superintendent, principals, tutors, non-certificated employees, supervisors, psychologists, administrators and all positions excluded as per R.C. 4117. As per R.C. 4117.01, department heads, instructional coaches or consulting teachers shall not be deemed supervisors.
Negotiation Rights. After the Closing, BP shall have the exclusive right to negotiate with Syngenta for the assignment to BP of all Verenium’s rights and obligations under the Separation Agreement with respect to the Verenium Intellectual Property (for clarification, the purpose of such negotiation may not be to affect any of Verenium’s rights and obligations under the Separation Agreement, other than with respect to the Verenium Intellectual Property). Verenium shall cooperate with BP’s reasonable requests and, at BP’s cost and expense, use all commercially reasonable efforts to assist BP in obtaining Syngenta’s consent to an assignment of all Verenium’s rights and obligations under the Separation Agreement with respect to the Verenium Intellectual Property to BP, and to amend the Separation Agreement to effectuate the foregoing; provided that, for clarification, Verenium shall not have any obligation to agree to any amendment to the Separation Agreement that adversely affects Verenium’s rights and obligations under the Separation Agreement (other than with respect to the Verenium Intellectual Property).
Negotiation Rights. In any instance where Landlord or the City has retained the right to approve or consent to any action of Tenant, Casino Subtenant or the Casino Manager/Operator, Landlord or the City shall negotiate in good faith and without unreasonable delay, reasonable terms and conditions for Landlord's or the City's approval or consent.
Negotiation Rights. In the event that any time after the Execution Date, the Offerors wish to sell, license or sublicense material rights relating to, or otherwise transfer, any ROFN Assets to any one or more Persons (other than any Affiliate of the Offerors), other than in a Permitted Transaction (a “ROFN Acquisition Transaction”), the Offerors shall provide Buyer with written notice specifying the material terms (including price) of the proposed ROFN Acquisition Transaction (the “ROFN Notice”), and, for a period of twenty (20) days following Buyer’s receipt of the ROFN Notice (the “Exclusive Negotiation Period”), the Offerors shall negotiate with Buyer exclusively and in good faith to reach a definitive agreement pursuant to which Buyer would acquire the ROFN Assets. During the Exclusive Negotiation Period, Seller shall in good xxxxx xxxxx Buyer timely and reasonable access to due diligence materials relating to the ROFN Assets specified in the ROFN Notice to enable Buyer to conduct a reasonable due diligence review and examination regarding its possible acquisition of such ROFN Assets; provided, that such due diligence review shall not unreasonably disrupt Seller’s operations. Except as set forth in Section 6.8(d) below, in the event that the Offerors and Buyer do not reach a definitive agreement within the Exclusive Negotiation Period with respect to the purchase and sale of the ROFN Assets specified in the ROFN Notice, then the Offerors shall have no further obligations to Buyer under this Section 6.8.
Negotiation Rights. In any negotiations described in this Article, neither party shall have any control over the selection of the negotiating representatives of the other party, and each party may select its representatives from outside or within Bay County. It is recognized that no final agreement between the parties may be executed without ratification by a majority of the membership of the Nurses organization and the Employer; but the parties mutually pledge that representatives selected by each shall have the necessary power and authority to make proposals, consider proposals, and make concessions in the course of negotiations, subject only to such ultimate ratification.
Negotiation Rights. Mineracao shall have the right to negotiate and enter into an agreement (a "Major Mining Agreement") with a major mining company (a "Mining Company") to operate, finance and/or construct a mine on the claims owned by Newco and grant the Mining Company at least a 51% interest in Newco, provided that the Mining Company must commit to invest no less than US$250,000,000 in Newco. In the event a Major Mining Agreement is entered into the interests of Diamante and Mineracao shall be diluted pro rata in accordance with their percentage holdings in Newco, provided that, if such Major Mining Agreement is entered into during the 29% Earn In Period, Diamante may elect to exercise the First Right by forthwith paying to Mineracao the amount then remaining to be invested to acquire the Additional 29% Interest.
Negotiation Rights. (a) In the event that the LLC determines to license, engage, or otherwise contract with or authorize a person other than the LLC to engage in marketing activities with respect to a Licensed Product in any territory other than in the North American Territory, the LLC shall so notify CYTOGEN and negotiate in good faith with CYTOGEN the terms of an agreement regarding marketing activities with respect to any such Licensed Product in such territory. As a condition to any such negotiations, CYTOGEN shall demonstrate to the LLC's reasonable satisfaction CYTOGEN's capability to perform the marketing activities desired by the LLC in the relevant territory. If CYTOGEN is unable to satisfy such condition, or if CYTOGEN does not desire to, or is unable to negotiate any such agreement, or any such agreement is subsequently terminated, the LLC shall so notify Progenics and negotiate in good faith with Progenics a marketing agreement as described above. As a condition to any such negotiations, Progenics shall demonstrate to the LLC's reasonable satisfaction Progenics' capability to perform the marketing activities desired by the LLC in the relevant territory. Any such determination as to the capability of CYTOGEN or Progenics shall take into consideration the relevant party's ability to perform the necessary sales and marketing functions based upon an assessment of such party's existing sales, marketing and distribution capabilities compared to those of other companies promoting similar products to similar market segments, as well as such other factors as may be reasonably relevant.
(b) If CYTOGEN elects not to exercise the marketing rights it has been granted under Section 9.1 hereof, or such rights are terminated pursuant to this Agreement or the Marketing Agreement, then the LLC shall so notify Progenics, and Progenics shall be entitled to assume, on a prospective basis, CYTOGEN's marketing rights hereunder and under the Marketing Agreement. As a condition to any such assumption, Progenics must demonstrate to the reasonable satisfaction of the LLC Progenics' capability to perform the marketing activities required to be performed hereunder and under the Marketing Agreement. Such determination shall take into consideration Progenics' ability to perform the necessary sales, marketing and distribution functions based upon an assessment of its existing sales and marketing capabilities compared to those of other companies promoting similar products to similar market segmen...
Negotiation Rights. 5.1 During the period that begins on the Effective Date and ends [*] or earlier as described in clause (b) below (“Exclusive Negotiation Period”), ATHX hereby grants to Healios the exclusive right of first negotiation to expand the “Territory” and the diseases or conditions within the “Licensed Field”, as such terms are defined in the Combination Product License Agreement, as follows. During the Exclusive Negotiation Period, ATHX will not, and will cause its Affiliates not to, negotiate with any other person or entity the terms or conditions of any license under any intellectual property rights of ATHX or its Affiliates to research, develop, manufacture, have manufactured, use, distribute, promote, sell, offer for sale, market, distribute, import, export or otherwise commercialize, anywhere in the world, any MultiStem product that is used in treatment of any disease or condition in combination with iPSC-derived cells by either (i) non-systemic, localized administration of the MultiStem product at the same time and immediate vicinity as the iPSC-derived cell transplantation or (ii) as a combination formulation containing both the MultiStem product and iPSC-derived cells, provided that the foregoing shall not preclude ATHX from negotiating with any other person or entity the terms or conditions of any license to manufacture or have manufactured any standalone MultiStem products (i.e., MultiStem products that are not combined with iPSC-derived cells) or the MultiStem portions of any “Licensed Products”, as such term is defined in the Combination Product License Agreement.
(a) During the period that begins on the Effective Date and ends six (6) months thereafter unless extended by mutual agreement, the Parties will negotiate in good faith with respect to (i) the potential expansion of the “Territory” in the Combination Product License Agreement to be worldwide and (ii) the potential expansion of the diseases or conditions that constitute the “Licensed Field” in the Combination Product License Agreement to include additional diseases or conditions, and other corresponding terms and conditions.
(b) Moreover, during such 6-months (or longer period as agreed), if the Parties do not amend the Combination Product License Agreement in a manner that expands the “Territory” and/or the “Licensed Field” therein, then ATHX will also negotiate in good faith with respect to an amendment to the Initial License Agreement to add another disease or condition in Japan to the fie...
Negotiation Rights. After [**] provides the Applicant with a copy of the [**] Response, [**]. Without limiting the foregoing, within [**] following the exchange of such lists by [**] and the Applicant pursuant to Section 351(l)(5)(B)(i) of the PHSA, [**] will, to the extent permitted by Applicable Law, notify [**] of any [**] included on the combined list(s) referenced in Section 351(l)(6)(A) or (B) of the PHSA that will be the subject of an Immediate Patent Infringement Action.
Negotiation Rights. Both Parties recognize that ACLARA is developing proprietary technology(s) of interest to both Parties, specifically technology for Additional Products defined in 1.9, and the desire of both Parties to commercialize these Additional Products. In consideration of the fee set forth in Subsection 6.15.1, during a period [ * ] agrees that Roche will be given the exclusive first rights of refusal and the right to negotiate [ * ].
