Option to Negotiate. If the Parties determine that to resolve the FTO Action it is necessary or useful to obtain a license under one or more Patent Rights or other Intellectual Property Rights Controlled by a Third Party, then [***]; will negotiate and enter into a license or other agreement with such Third Party in close coordination with the other Party. If the Parties do not agree that a license from a Third Party is necessary or useful to resolve the FTO Action, the Party who considers a license is necessary or useful to resolve the FTO Action shall be entitled to negotiate and enter into a license or other agreement with such Third Party, but shall do so keeping the other Party reasonably informed. [***] [***].
Option to Negotiate. Licensor grants to Licensee a right of first offer to obtain (to the extent available) a license to the Materials and Know How for use in commercializing the Licensor’s Lp-PLA2 Activity Assay in the Territory, subject to the following: In the event that Licensor is offering a third party the opportunity to license its Lp-PLA2 Activity Assay for commercialization in the Territory, Licensor shall give notice to the Licensee, stating (i) its bona fide intention to offer a license to the Lp-PLA2 Activity Assay, and (ii) [*]. The Licensee shall notify Licensor, within twenty (20) days after notice is given, of whether the Licensee desires to obtain such a commercial license in the Territory for the Lp-PLA2 Activity Assay. If Licensee provides such notice requesting such a license, then the Parties shall negotiate in good faith thereafter to seek to agree on the terms of the license, for up to [*] days of the Licensee’s exercise of the negotiation rights in this paragraph. If the license agreement is not agreed to and executed by the Parties by the end of such negotiation period, then Licensor shall not have further obligations under this paragraph 2.3.
Option to Negotiate. WARF xxxeby grants Geron the first option to negotiate an exclusive license for addition of cell types to the Licensed Field. Geron may exercise its option under this Section 2C by providing WARF xxxh written notice of its desire to add a cell type to the License Field including a Development Plan detailing Geron's plan and timeline for bringing Products to market incorporating the new cell type and by paying WARF xx upfront license fee to be negotiated in good faith between the parties factoring in commercially reasonable terms given the advancement of cell therapy in therapeutics and diagnostics and the value added by Geron. The terms of the exclusive license, other than the upfront license fee, shall be identical to the terms set forth in this Agreement, unless otherwise negotiated and agreed to by the parties. If the parties fail to agree on an upfront license fee for an additional cell type, WARF xxxees that it will not offer such cell type to any third party on terms more favorable as a whole to such licensee than were offered to Geron hereunder for a period of [...***...] ([...***...]) months from the date Geron first exercised its option to add a cell type to the Licensed Field. In the context of this Agreement, "terms more favorable as a whole" shall mean that the combination of the commercial terms, for example the license fee, royalty rate, milestones, minimum royalties, and other fees required as consideration for the rights granted under the license are not more favorable when taken together than the package offered to Geron. The option to add cell types shall expire on [...***...] unless extended for an additional period by written agreement on terms mutually agreeable to the parties.
Option to Negotiate. An option, exercisable by written notice to Company within [***] after notice of the development of any Captisol Improvement is provided by Company to CyDex pursuant to this Section 2.2, to negotiate with Company for a period of [***] after Company’s receipt of the option exercise notice, for a nonexclusive, transferable, perpetual, worldwide and royalty-free license, with the right to grant sublicenses (through multiple tiers of sublicensees), under Company’s and its Affiliates’ and Sublicensees’ rights in and to such Captisol Improvement, to develop, make, have made, use, market, distribute, import, sell and offer for sale Captisol and products formulated with Captisol other than products comprising Company proprietary materials (for clarity, Company is under no obligation to grant any license to CyDex under this Section 2.2(ii)); and Company shall provide prompt notice (within [***]) of the development of any Captisol Information or Captisol Improvement. Information relating to Captisol Improvements shall be deemed Confidential Information of Company. LICENSE AND SUPPLY AGREEMENT PAGE 6
Option to Negotiate. LGLS hereby grants to Anadys an exclusive option to negotiate with LGLS for a license in the Anadys Territory to the Compounds for purposes of [...***...], exercisable during the Option Period. 3. ACTIONS DURING THE OPTION PERIOD
Option to Negotiate. In the event that a Party determines that it may be desirable to obtain a license under one or more patents or patent applications or other intellectual property rights Controlled by a Third Party (collectively, “Third Party IP Rights”), which Third Party IP Rights (i) relate to any Compound or any Product and (ii) if valid and issued, may, in the absence of a license from such Third Party, be infringed by the Development, Manufacture, use or Commercialization of any Compound or Product by or on behalf of Wyeth or any of its Affiliates or Sublicensees in the Territory or outside of the Territory pursuant to the exercise of rights granted by ADLS to Wyeth hereunder, such Party shall have the right, but not the obligation, to negotiate and enter into an agreement with such Third Party, whereby such Party is granted a license under such Third Party IP Rights permitting such Party to practice such Third Party IP Rights in connection with the Development, Manufacture, use or Commercialization of any Compounds or Products and the performance of any of its obligations or the exercise of any of its rights under this Agreement; provided, however, that if such Party proceeds in negotiating and entering into such license agreement with such Third Party, then (a) if such Party is Wyeth, and the license agreement with such Third Party includes the grant of rights outside of the Territory, Wyeth shall use Commercially Reasonable Efforts to obtain the right under such license agreement to sublicense such Third Party IP Rights outside of the Territory to ADLS, and (b) if such Party is ADLS, and the license agreement with such Third Party includes the grant of rights in the Territory, ADLS shall use Commercially [***] Confidential Treatment Requested Confidential portion omitted and filed separately with the Commission Reasonable Efforts to obtain the right under such license agreement to sublicense such Third Party IP Rights in the Territory to Wyeth. The provisions of this Section 6.2.3(b) are subject to the provisions of Sections 5.3.4 and 5.3.5.
Option to Negotiate. If at any time during the Term of tills Lease, including any Extended Term, Landlord decides to offer for lease additional space at the present site to unrelated third parties, Landlord shall notify Tenant of its decision and of the terms, covenants and conditions under which Landlord is willing to lease such additional space. Tenant shall have the right of first negotiation to lease the additional space under such disclosed terms, covenants and conditions; provided, however, if Tenant and Landlord fail to reach agreement to lease such additional space within thirty (30) days after receiving Landlord's written notice, Landlord shall be free to lease such additional space to any third person or entity under substantially similar terms, covenants and conditions set forth in Landlord's written notice.
Option to Negotiate. SP Ltd. shall in the first --------------------------- instance have the right to negotiate with said third party for a suitable license or assignment provided, however, that SP Ltd. shall enter into no -------- ------- such agreement unless it has first obtained Zonagen's approval (which approval shall not be unreasonably withheld) of any royalties or payments which are to be deducted from payments to be made to Zonagen hereunder. In the event that such negotiation results in a consummated agreement, then any lump sum payment made *** This portion has been omitted based on a request for confidential treatment pursuant to Rule 24b-2 of the Exchange Act. The omitted portion has been separately filed with the Commission. thereunder shall be paid by SP Ltd. and shall offset any royalties due Zonagen hereunder, but only to the extent of reducing royalties due Zonagen by *** in any Calendar Quarter. Any unused amounts not so offset can be carried over to subsequent quarters.
Option to Negotiate. Subject to Section 6.2.3(c) (Third Party Infringement Suit), in the event that a Party, pursuant to Section 6.2.3(a) (Infringement of Third Party Patents - Course of Action), notifies the other Party that it has determined that it may be desirable to obtain a license under one or more patents or patent applications or other intellectual property rights owned or Controlled by a Third Party (collectively, “Third Party IP Rights”), which Third Party IP Rights (i) relate to any ** and (ii) if valid and issued, may, in the absence of a license from such Third Party, be infringed by the Development or Commercialization of any ** by or on behalf of ** or any of its Affiliates or sublicensees, ** will have the first right, but not the obligation, to negotiate and enter into an agreement with such Third Party, whereby ** is granted a license under such Third Party IP Rights permitting ** to practice such Third Party IP Rights.
Option to Negotiate. On October 1, 2012 the Association has the option to negotiate with respect to two subjects (economic or no-economic) that are not included in the total compensation formula described in Appendix A and Appendix B. ARTICLE THREE PAID TIME BENEFITS
