Common use of PURCHASER RIGHT OF FIRST REFUSAL Clause in Contracts

PURCHASER RIGHT OF FIRST REFUSAL. (a) Except as provided in Section 7.2(c), if, at any time and from time to time, the Seller or any of its Affiliates wishes to or enters into a bona fide agreement to sell a Production Participation Interest to, or receives a legally binding bona fide offer for a Production Participation Interest from, any person at arm’s length to the Seller or such Affiliate, which offer or agreement the Seller or such Affiliate is willing to accept, then the Seller shall give the Purchaser written notice thereof, which notice must include the terms and conditions of such offer or agreement to purchase and, if available, a copy of such offer or draft agreement (the “Seller ROFR Offer”), and the Purchaser shall have the right, within 30 days from the date of delivery to the Purchaser of such notice, to exercise its right of first refusal in respect thereof and to acquire such Production Participation Interest on the same terms and conditions as are set forth in the offer or agreement to purchase. (b) If the Purchaser does not accept the Seller ROFR Offer within 30 days from the date of delivery to the Purchaser of the notice thereof, then the Seller or such Affiliate shall be free to sell the Production Participation Interest to the applicable third party pursuant to terms and conditions that are in the aggregate no more favourable to the applicable third party than those contained in the Seller ROFR Offer. Such sale must be completed within 90 days of the expiry of the 30-day period set forth in Section 7.2(a), failing which, the Seller shall again be required to comply with the terms of this Section 7.2 before selling the Production Participation Interest to a third party. For the avoidance of doubt, the Seller or its Affiliates shall be entitled at any time to negotiate with any third party the terms upon which such third party may purchase the Production Participation Interest, provided that before such terms are accepted, the Seller complies with this Section 7.2. (c) For the avoidance of doubt, this Section 7.2 shall not apply to any (i) gold or silver spot sales, (ii) gold or silver forward sales or options or other gold or silver sales or loans to a financial institution or bullion bank, (iii) internal transfers among any Barrick Group Entities that do not relate, directly or indirectly, to a Production Participation Interest, (iv) private or public offerings of securities that are backed by gold or silver, paid in gold or silver, priced based on gold or silver prices or have payment obligations based on gold or silver prices, (v) transfer otherwise permitted under this Agreement, or (vi)

PURCHASER RIGHT OF FIRST REFUSAL. (a) Except as provided in Section 7.2(c), ifIf the Company proposes to issue or sell, at any time and from time to timetime before the fifth anniversary of the date of this Agreement, to any Designated Investor (as defined below), shares of Common Stock with aggregate voting power of 5% or more of the Total Voting Power (giving effect to such issuance or sale to such Designated Investor), the Seller or any of its Affiliates wishes to or enters into a bona fide agreement to sell a Production Participation Interest to, or receives a legally binding bona fide offer for a Production Participation Interest from, any person at arm’s length to the Seller or such Affiliate, which offer or agreement the Seller or such Affiliate is willing to accept, then the Seller Company shall first give the Purchaser written notice thereofof its intention, which notice must include describing the price per share and general terms and conditions of such offer or agreement to purchase and, if available, a copy of such offer or draft agreement (the “Seller ROFR Offer”), proposed transfer and the identity of the proposed transferee. The Purchaser or its designee shall have the right, within 30 days 15 Business Days from the date of delivery receipt of any such notice to agree to purchase all of the shares of Common Stock proposed to be issued or sold for the price per share and upon the general terms specified in the notice by giving written notice to the Company. If the Company proposes any issuance or sale of shares of Common Stock for consideration other than cash, the Purchaser of such notice, to may exercise its right of first refusal and purchase such shares for cash in respect thereof and an amount equal to acquire such Production Participation Interest on the same terms and conditions as are set forth in fair market value of the offer or agreement to purchase. (b) proposed non-cash consideration. If the Purchaser does not accept exercise its right of first refusal, the Seller ROFR Offer Company may issue and sell the shares of Common Stock not purchased by the Purchaser at the price and upon the general terms described in the notice provided to the Purchaser, provided that if the Company has not transferred such shares within 30 120 days from after the date Purchaser received notice of delivery the Company's intention to sell shares, or entered into a binding agreement within such 120-day period to issue and sell such shares and issued and sold such shares within 120 days after entering into such agreement, the Company shall not thereafter issue and sell any shares without first offering such shares to the Purchaser of the notice thereof, then the Seller or such Affiliate shall be free to sell the Production Participation Interest to the applicable third party pursuant to terms and conditions that are in the aggregate no more favourable to the applicable third party than those contained manner provided above. For purposes hereof, "DESIGNATED INVESTOR" means a pharmaceutical manufacturing or distribution company with operations in the Seller ROFR Offerfield of care covering products specifically used to treat end-stage renal dialysis patients and patients with impaired renal function, such as polycystic disease, anemia, acute renal failure or glomerulonephritis, but not including renal transplantation ("RENAL CARE"). Such sale must be completed within 90 days of Notwithstanding the expiry of the 30-day period set forth in Section 7.2(a)foregoing, failing whichhowever, the Seller shall again be required to comply with the terms of Purchaser's rights under this Section 7.2 before selling the Production Participation Interest to a third party. For the avoidance of doubt, the Seller or its Affiliates shall be entitled at any time to negotiate with any third party the terms upon which such third party may purchase the Production Participation Interest, provided that before such terms are accepted, the Seller complies with this Section 7.2. (cSECTION 5(h) For the avoidance of doubt, this Section 7.2 shall not apply to any in the case of a sale of stock by the Company as part of a collaborative relationship involving research, development, manufacturing or marketing activities (ia "PROPOSED COLLABORATION") gold or silver spot salesunless the primary focus of the Proposed Collaboration is Renal Care, (ii) gold or silver forward sales or options or other gold or silver sales or loans to a financial institution or bullion bank, (iii) internal transfers among any Barrick Group Entities that do not relate, directly or indirectly, to a Production Participation Interest, (iv) private or public offerings of securities that are backed by gold or silver, paid in gold or silver, priced based on gold or silver prices or have payment obligations based on gold or silver prices, (v) transfer otherwise permitted which case the Purchaser's rights under this SECTION 5(h) will apply only if the Purchaser, through exercise of its right of first negotiation under Section 2.5 or Section 2.6 of the License Agreement, or (vi)enters into a collaborative agreement with the Company with respect to the Proposed Collaboration, in which case the Purchaser shall have the right pursuant to this SECTION 5(h) to purchase any stock proposed to be sold as part of that Proposed Collaboration.

PURCHASER RIGHT OF FIRST REFUSAL. (a) Except as provided in Section 7.2(c), ifIf the Company proposes to issue or sell, at any time and from time to timetime before the fifth anniversary of the date of this Agreement, to any Designated Investor (as defined below), shares of Common Stock with aggregate voting power of 5% or more of the Total Voting Power (giving effect to such issuance or sale to such Designated Investor), the Seller or any of its Affiliates wishes to or enters into a bona fide agreement to sell a Production Participation Interest to, or receives a legally binding bona fide offer for a Production Participation Interest from, any person at arm’s length to the Seller or such Affiliate, which offer or agreement the Seller or such Affiliate is willing to accept, then the Seller Company shall first give the Purchaser written notice thereofof its intention, which notice must include describing the price per share and general terms and conditions of such offer or agreement to purchase and, if available, a copy of such offer or draft agreement (the “Seller ROFR Offer”), proposed transfer and the identity of the proposed transferee. The Purchaser or its designee shall have the right, within 30 days 15 Business Days from the date of delivery receipt of any such notice to agree to purchase all of the shares of Common Stock proposed to be issued or sold for the price per share and upon the general terms specified in the notice by giving written notice to the Company. If the Company proposes any issuance or sale of shares of Common Stock for consideration other than cash, the Purchaser of such notice, to may exercise its right of first refusal and purchase such shares for cash in respect thereof and an amount equal to acquire such Production Participation Interest on the same terms and conditions as are set forth in fair market value of the offer or agreement to purchase. (b) proposed non-cash consideration. If the Purchaser does not accept exercise its right of first refusal, the Seller ROFR Offer Company may issue and sell the shares of Common Stock not purchased by the Purchaser at the price and upon the general terms described in the notice provided to the Purchaser, provided that if the Company has not transferred such shares within 30 120 days from after the date Purchaser received notice of delivery the Company's intention to sell shares, or entered into a binding agreement within such 120-day period to issue and sell such shares and issued and sold such shares within 120 days after entering into such agreement, the Company shall not thereafter issue and sell any shares without first offering such shares to the Purchaser of the notice thereof, then the Seller or such Affiliate shall be free to sell the Production Participation Interest to the applicable third party pursuant to terms and conditions that are in the aggregate no more favourable to the applicable third party than those contained manner provided above. For purposes hereof, "DESIGNATED INVESTOR" means a pharmaceutical manufacturing or distribution company with operations in the Seller ROFR Offerfield of care covering products specifically used to treat end-stage renal dialysis patients and patients with impaired renal function, such as polycystic disease, anemia, acute renal failure or glomerulonephritis, but not including renal transplantation ("RENAL CARE"). Such sale must be completed within 90 days of Notwithstanding the expiry of the 30-day period set forth in Section 7.2(a)foregoing, failing whichhowever, the Seller shall again be required to comply with the terms of Purchaser's rights under this Section 7.2 before selling the Production Participation Interest to a third party. For the avoidance of doubt, the Seller or its Affiliates shall be entitled at any time to negotiate with any third party the terms upon which such third party may purchase the Production Participation Interest, provided that before such terms are accepted, the Seller complies with this Section 7.2. (c5(h) For the avoidance of doubt, this Section 7.2 shall not apply to any in the case of a sale of stock by the Company as part of a collaborative relationship involving research, development, manufacturing or marketing activities (ia "PROPOSED COLLABORATION") gold or silver spot salesunless the primary focus of the Proposed Collaboration is Renal Care, (ii) gold or silver forward sales or options or other gold or silver sales or loans to a financial institution or bullion bank, (iii) internal transfers among any Barrick Group Entities that do not relate, directly or indirectly, to a Production Participation Interest, (iv) private or public offerings of securities that are backed by gold or silver, paid in gold or silver, priced based on gold or silver prices or have payment obligations based on gold or silver prices, (v) transfer otherwise permitted which case the Purchaser's rights under this Section 5(h) will apply only if the Purchaser, through exercise of its right of first negotiation under Section 2.5 or Section 2.6 of the License Agreement, or (vi)enters into a collaborative agreement with the Company with respect to the Proposed Collaboration, in which case the Purchaser shall have the right pursuant to this Section 5(h) to purchase any stock proposed to be sold as part of that Proposed Collaboration.

PURCHASER RIGHT OF FIRST REFUSAL. If a third party seeks to use SELLER for supply of devices for sublingual delivery of a specific drug product (a) Except as provided in Section 7.2(cother than Off-The-Shelf-Devices), if, at any time and from time SELLER will grant PURCHASER a right of first refusal with respect to time, the Seller or any of its Affiliates wishes to or enters into a bona fide agreement to sell a Production Participation Interest to, or receives a legally binding bona fide offer for a Production Participation Interest from, any person at arm’s length to the Seller or such Affiliate, which offer or agreement the Seller or such Affiliate is willing to accept, then the Seller shall give the Purchaser written notice thereof, which notice must include drug product in accordance with the terms and conditions of this Paragraph 6. When SELLER becomes aware of a request for supply of such offer or agreement to purchase and, if availabledevices for sublingual delivery of drug product (such request, a copy “Proposed Supply Request” and such drug product, a “Proposed Drug Product”), SELLER shall promptly notify PURCHASER in writing of such offer or draft agreement Proposed Supply Request (the “Seller ROFR OfferNotice”), ) and the Purchaser shall have the right, within 30 days from the date of may not commit to supplying such third party with such sublingual delivery device with respect to the Purchaser of such notice, Proposed Drug Product until PURCHASER has declined or failed to exercise its right of first refusal in with respect thereof to such Proposed Drug Product within the allotted exercise period below. For clarity, (a) the ROFR Notice does not apply to Off-The-Shelf-Devices; and to acquire such Production Participation Interest on the same terms and conditions as are set forth in the offer or agreement to purchase. (b) If the Purchaser does ROFR Notice is only required to identify the Proposed Drug Product and not accept any other material terms of the Seller ROFR Offer within 30 Proposed Supply Request or the identity of the applicable third party. PURCHASER shall have [...***...] days from the date of delivery to the Purchaser its receipt of the notice thereof, then the Seller or such Affiliate shall be free ROFR Notice to sell the Production Participation Interest exercise its right of first refusal with respect to the applicable third party pursuant to terms and conditions that are in the aggregate no more favourable Proposed Drug Product. If PURCHASER exercises its right of first refusal with respect to the applicable third party than those contained Proposed Drug Product, the Proposed Drug Product shall be deemed a New Molecule and will be subject to Paragraphs 5(b)(ii) and 5(c) above. If PURCHASER notifies SELLER in writing that it does not intend to exercise its right of first refusal with respect to such Proposed Drug Product or the Seller ROFR Offer. Such sale must be completed within 90 days of the expiry of the 30-applicable […***…] day period set forth in Section 7.2(a)has lapsed and PURCHASER has not notified SELLER of its intent to (or not to) exercise its right of first refusal with respect to such Proposed Drug Product, failing whichthen (a) the right of first refusal with respect to such Proposed Drug Product shall lapse, (b) the Seller applicable Drug Product shall again not be required deemed a New Molecule (i.e., no Exclusivity will be granted to comply PURCHASER with the terms of this Section 7.2 before selling the Production Participation Interest respect to a third party. For the avoidance of doubt, the Seller or its Affiliates shall be entitled at any time to negotiate with any third party the terms upon which such third party may purchase the Production Participation Interest, provided that before such terms are accepted, the Seller complies with this Section 7.2. Drug Product) and (c) For SELLER may enter into agreements with third parties with respect to the avoidance supply of doubt, this Section 7.2 shall not apply to any (i) gold or silver spot sales, (ii) gold or silver forward sales or options or other gold or silver sales or loans to a financial institution or bullion bank, (iii) internal transfers among any Barrick Group Entities that do not relate, directly or indirectly, to a Production Participation Interest, (iv) private or public offerings devices for sublingual delivery of securities that are backed by gold or silver, paid in gold or silver, priced based on gold or silver prices or have payment obligations based on gold or silver prices, (v) transfer otherwise permitted under this Agreement, or (vi)the Proposed Drug Product.

PURCHASER RIGHT OF FIRST REFUSAL. Originator and Seller hereby covenant with Purchaser that, from the date hereof until the first to occur of (a) Except as provided in the Program Termination Date, (b) the date on which an event occurs which relieves the Purchaser from making Purchases hereunder and the Purchaser is not making Purchases hereunder, (c) the date on which an event occurs which relieves Hellxx Xxxancial, Inc. from making Advances under the Warehouse Facility and Hellxx Xxxancial, Inc. is not making Advances thereunder, or (d) an Event of Termination under Section 7.2(c)8.1 of this Agreement, ifPurchaser shall have, at any time and from time to timePurchaser is hereby granted, the right and option, subject to the terms set forth below (the "PURCHASE OPTION") to purchase Receivables and related Assets (which for this purpose shall obligate the Originator and Seller, as well as any Affiliate thereof, to disclose to Purchaser all resorts developed by the Originator and Seller or any Affiliate thereof in order to provide Purchaser the opportunity to make a determination whether such resort may be an Additional Resort). Purchaser shall notify the Originator and Seller within forty-five days of its Affiliates wishes receipt of satisfactory information with respect to a resort whether such resort qualifies as an Additional Resort. The Purchase Option may be exercised or enters into a bona fide agreement not exercised in Purchaser's sole discretion. If Purchaser declines to sell a Production Participation Interest toexercise the Purchase Option, or receives a legally binding bona fide offer for a Production Participation Interest from, any person at arm’s length to the Seller or such Affiliate, which offer or agreement the Seller or such Affiliate is willing to accept, then the Seller shall give the Purchaser written notice thereof, which notice must include the terms and conditions of such offer or agreement to purchase and, if available, a copy of such offer or draft agreement (the “Seller ROFR Offer”), and the Purchaser shall have the right, within 30 days from the date of delivery no further Purchase Option with respect to the Receivables. Notwithstanding anything contained herein to the contrary, it is expressly agreed and understood that any purchase pursuant to the Purchase Option shall be subject to approval by Purchaser's credit committee in accordance with Purchaser's standard credit guidelines and it is further expressly understood and agreed that Purchaser of such notice, is under no obligation to exercise its right of first refusal the Purchase Option and that nothing in respect thereof and to acquire such Production Participation Interest on the same terms and conditions as are set forth in the offer or agreement to purchase. (b) If the Purchaser does not accept the Seller ROFR Offer within 30 days from the date of delivery to the Purchaser of the notice thereof, then the Seller or such Affiliate this Section 12.13 shall be free deemed or construed to sell the Production Participation Interest to the applicable third party pursuant to terms and conditions that are in the aggregate no more favourable to the applicable third party than those contained in the Seller ROFR Offer. Such sale must be completed within 90 days of the expiry of the 30-day period set forth in Section 7.2(a), failing which, the Seller shall again be required to comply with the terms of this Section 7.2 before selling the Production Participation Interest to a third party. For the avoidance of doubt, the Seller or its Affiliates shall be entitled at create any time to negotiate with any third party the terms upon which such third party may purchase the Production Participation Interest, provided that before such terms are accepted, the Seller complies with this Section 7.2obligation. (c) For the avoidance of doubt, this Section 7.2 shall not apply to any (i) gold or silver spot sales, (ii) gold or silver forward sales or options or other gold or silver sales or loans to a financial institution or bullion bank, (iii) internal transfers among any Barrick Group Entities that do not relate, directly or indirectly, to a Production Participation Interest, (iv) private or public offerings of securities that are backed by gold or silver, paid in gold or silver, priced based on gold or silver prices or have payment obligations based on gold or silver prices, (v) transfer otherwise permitted under this Agreement, or (vi)