Right of First Discussion. (a) During the Co-Exclusivity Period, prior to engaging any Additional Development Partner under a Development Partner Agreement for New Versions of the PS OS Software, PalmSource will notify Licensee (subject to Section 3.6 above) of the co-development project which PalmSource desires to pursue with such Additional Development Partner (the “Project”) in a written form with a reasonable summary outlining the general technical and schedule requirements for the development Project. The information to be included in such written notice will be subject to PalmSource’s confidentiality and other obligations to third parties, it being understood that such obligations may restrict PalmSource from disclosing, among other things, the identity of the potential Additional Development Partner and other confidential information of such Additional Development Partner.
Right of First Discussion. If, at any time during the term hereof, Bukwang (a) acquires rights in respect of human uses or applications of L-FMAU outside the Field (a “Non-Field Use”) and (b) decides to license any rights relating to such Non-Field Use, it shall give prompt notice thereof to Triangle. Such notice shall include a description of the rights which Bukwang wishes to license, together with all data and information in Bukwang’s possession relating to the applicable Non-Field Use. Thereafter, Triangle shall have thirty (30) days to notify Bukwang whether Triangle is interested in commencing negotiations to obtain a license to such rights (the “Non-Field License”). If Triangle does not give such notice within such thirty (30) day period, Bukwang shall be entitled to commence negotiations with a third party in respect of the Non-Field License. If Triangle gives such notice within such thirty (30) days, the parties shall commence good faith negotiations in an effort to reach agreement on the terms of the Non-Field License. If such negotiations do not result in the execution of the Non-Field License, Bukwang agrees that, for a period of twelve (12) months after cessation of such negotiations, it will not offer the Non-Field License to a third party containing financial terms more favorable than those last offered to Triangle during such negotiations without first offering the Non-Field License to Triangle on the same terms. In such event, Triangle shall have thirty (30) days to accept the Non-Field License containing such more favorable financial terms and if it fails to do so, it shall have no further rights to such Non-Field Use.
Right of First Discussion. During the Term, MTI shall provide to Abbott an exclusive right of first discussion if MTI elects to consider and/or pursue discussions with third parties on potential commercial collaborations in the Territory for potential peripheral vascular applications of MTI's LES (Embolyx(TM)) embolization product currently under development. If MTI considers and/or desires to pursue potential third party sales, marketing and/or distribution collaborations for peripheral applications of LES in the Territory, MTI shall negotiate first and in good faith with Abbott for a period of not less than [*] ( [*] ) days for distribution rights for such products. If the parties do not execute an agreement for distribution of such products within such [*] ( [*] ) day period (or such longer period as may be mutually agreed upon by the parties), MTI shall have no further obligations to Abbott in this regard. MTI shall give serious consideration to any reasonable commercial terms proposed by Abbott in writing with regard to peripheral LES applications. If the parties are unable to agree on the terms of such written offer, then for a period of [*] ( [*] ) [*] following the above-referenced discussion period, MTI shall not accept a third party offer for commercialization of peripheral LES applications that, in MTI's sole opinion, is less favorable to MTI than Abboxx'x xxxt written offer, considering all relevant factors, including without limitation, any equity components as well as milestones, commissions and/or royalties.
Right of First Discussion. If any of the Dxxxxx Parties determines to sell to a Person other than another Permitted Holder shares of Company Class B Common Stock that are Covered Shares, such party will discuss selling the shares to Lxxxx before selling to another Person.
Right of First Discussion. If, at any time during the term hereof, Bukwang (a) acquires rights in respect of human uses or applications of L-FMAU outside the Field (a “Non-Field Use”) and (b) decides to license any rights relating to such Non-Field Use in the Territory, it shall give prompt notice thereof to Eisai. Such notice shall include a description of the rights which Bukwang wishes to license, together with all data and information in Bukwang’s possession relating to the applicable Non-Field Use. Thereafter, Eisai shall have ninety (90) days to notify Bukwang whether Eisai is interested in commencing negotiations to obtain a license to such rights (the “Non-Field License”). If Eisai does not give such notice within such ninety (90) day period, Bukwang shall be entitled to commence negotiations with a third party in respect of the Non-Field-License and shall be free to license such rights of “the Non-Field License” to the third parties.
Right of First Discussion. In the event Building Corp. (or the applicable Town Bodies) elects to (i) convert to the Parking Lot to a parking garage or (ii) develop property adjacent to the Project Site, Town hereby agrees to meet with Developer to discuss development possibilities of the aforementioned projects prior to issuance of any public request for proposal process. [signatures on following pages]
Right of First Discussion. If DMC Stratex in the future desires to manufacture additional products that are designed or developed by DMC Stratex that are not provided for under the terms and conditions of this Agreement ("ADDITIONAL PRODUCTS"), DMC Stratex shall present to MTI a request for proposal to have such Additional Products manufactured by MTI, prior to providing such request for proposal to a third party, and to discuss with MTI the manufacturing of such Additional Products by MTI.
Right of First Discussion. Valley, West, the ------------------------- Valley Shareholder, and the West Shareholders hereby grant to UCIG a Right of First Discussion with respect to any proposed Transfer of [i] all or substantially all of the assets of Valley not subject of paragraph 2(a), [ii] all or substantially all of the assets of West not subject of paragraph 2(a) and utilized in conjunction with the business and operations of Valley, and [iii] ownership or control of any entity which owns assets of the type described in items (i) and (ii) above and does not own any assets subject to the Right of First Refusal (paragraph items [i], [ii], and [iii] collectively or individually "FIRST DISCUSSION ASSETS"). Prior to any such proposed Transfers of First Discussion Assets, Valley, West, the Valley Shareholder, or the West Shareholders, as the case may be, shall give UCIG prior written notice of each such proposed Transfer and afford UCIG the opportunity to engage in good faith negotiations with such proposed transferor regarding a Transfer of such Right of First Discussion Assets to UCIG. The term of this Right of First Discussion granted to UCIG by Valley, West, the Valley Shareholder and the West Shareholders and all powers, rights and options relative thereto is fifteen (15) years and shall expire at midnight (EDT) on September 29, 2006.
Right of First Discussion. HPS grants to PPC an exclusive right of first discussion regarding collaboration on future innovations in the Field (“Innovation”) as follows: i) upon HPS identifying a compound of potential interest, HPS shall notify PPC. PPC shall have ninety (90) days within which to review the Innovation and notify HPS that it desires to participate in funding development for an assignment of rights to make, use and sell such Innovation, prior to HPS disclosing such Innovation to a third party; or ii) when data sufficient to support an advertising claim for an Innovation, developed solely by HPS, becomes available to HPS, HPS shall notify PPC. PPC shall have ninety (90) days within which to review the Innovation and notify HPS that it desires to discuss the right to make, use and sell such Innovation prior to HPS disclosing such Innovation to a third party.
Right of First Discussion. Licensee agrees that Amgen shall have a right of first discussion with respect to any Distracting Product contemplated to be outlicensed by Licensee or its Affiliate, or rights to which are contemplated to be sold or transferred to a Third Party, or for which Licensee or its Affiliate seeks a development and/or commercialization collaborator (a “Licensee Product”) for North America or Europe (or any portion thereof). Should Licensee determine to seek a licensee or collaborator in such territory for a Licensee Product, it shall give prompt written notice to Amgen thereof, and shall provide Amgen any information reasonably requested by Amgen to allow Amgen to determine its potential interest in such Licensee Product. Should Amgen, within [*] days of receipt of such notice and information, notify Licensee in writing that Amgen is interested in pursuing a potential license or collaboration, then Licensee and Amgen shall discuss such a potential transaction in good faith, and Licensee shall not discuss a potential license or collaboration with respect to such Licensee Product with any Third Party until at least [*] days after initiation of such good-faith discussions. No such license or collaboration shall be effective or binding on either Party unless and until set forth in a definitive written agreement duly executed by the Parties.
