Common use of Procedure of Negotiations Clause in Contracts

Procedure of Negotiations. The parties shall have ninety (90) days from the date Orphan Medical receives Celltech’s response to the Negotiation Notice to negotiate in good faith (and on a confidential basis), and enter into a letter of intent, term sheet or final agreement with regard to, as applicable, Celltech’s distribution of the Product in the Territory for the new Indication(s) or in the Option Countries or Australia for the Licensed Indications or one or more Indications other than the Licensed Indications. In the event that (i) Celltech shall have failed to have responded to the Negotiation Notice within the 90-day period provided in paragraph (a) above or (ii) within the 90-day period provided in this paragraph (b) Orphan Medical and Celltech have not entered into such letter of intent, term sheet or final agreement, Orphan Medical shall have no further obligation to undertake or continue negotiations with Celltech for such license, and Orphan Medical shall be free to commence negotiations for a license to the Product for such countries for such Indication(s) with any Third Party subject to the following: (i) if a letter of intent, term sheet or final agreement with a Third Party shall not have been signed by Orphan Medical and such Third Party within two hundred seventy (270) days of the termination of Celltech’s right of first negotiation, then Celltech’s right of first negotiation shall again become effective on the terms herein provided and (ii) without Celltech’s prior written consent, the terms and conditions agreed by Orphan Medical with such Third Party may not be in the aggregate materially more favorable to such Third Party than those last offered to Celltech.

Procedure of Negotiations. The parties shall have ninety (90) days from the date Orphan Medical receives Celltech’s 's response to the Negotiation Notice to negotiate in good faith (and on a confidential basis), and enter into a letter of intent, term sheet or final agreement with regard to, as applicable, Celltech’s 's distribution of the Product in the Territory for the new Indication(s) or in the Option Countries or Australia for the Licensed Indications or one or more Indications other than the Licensed Indications. In the event that (i) Celltech shall have failed to have responded to the Negotiation Notice within the 90-day period provided in paragraph (a) above or (ii) within the 90-day period provided in this paragraph (b) Orphan Medical and Celltech have not entered into such letter of intent, term sheet or final agreement, Orphan Medical shall have no further obligation to undertake or continue negotiations with Celltech for such license, and Orphan Medical shall be free to commence negotiations for a license to the Product for such countries for such Indication(s) with any Third Party subject to the following: (i) if a letter of intent, term sheet or final agreement with a Third Party shall not have been signed by Orphan Medical and such Third Party within two hundred seventy (270) days of the termination of Celltech’s 's right of first negotiation, then Celltech’s 's right of first negotiation shall again become effective on the terms herein provided and (ii) without Celltech’s 's prior written consent, the terms and conditions agreed by Orphan Medical with such Third Party may not be in the aggregate materially more favorable to such Third Party than those last offered to Celltech.