Common use of RIGHT OF FIRST REFUSAL FOR SUPERGEN ACQUISITION Clause in Contracts

RIGHT OF FIRST REFUSAL FOR SUPERGEN ACQUISITION. (a) In the event that SuperGen wishes to initiate an inquiry or solicit an offer, or receives an offer or inquiry, from any Third Party relating to the potential merger with or acquisition of SuperGen or of a controlling portion of the voting securities or substantially all of assets of SuperGen, SuperGen shall first so notify Xxxxxx ("Acquisition Offer Notice") and Xxxxxx shall have the right of first refusal to merge with or acquire SuperGen or a controlling portion of the voting securities or substantially all of assets of SuperGen. (b) The Acquisition Offer Notice shall set forth the principal financial and other terms under consideration by SuperGen. Xxxxxx shall have ninety (90) days from receipt of the Acquisition Offer Notice to respond with either an offer to merger with or acquire SuperGen, or a notice that Xxxxxx is not interested in making any offer to merge with or acquire SuperGen. If Xxxxxx makes an offer to merge with or acquire SuperGen, the Parties shall enter into good faith negotiations for such merger or acquisition, and shall enter into a definitive agreement or agreements in order to effect such merger or acquisition subject to the terms and conditions of such definitive agreement or agreements. If the Parties are unable to reach agreement and to enter into such definitive agreement or agreements within ninety (90) days of the start of negotiations, then SuperGen shall be free to initiate an inquiry or solicit an offer, or to entertain an offer or inquiry, from any Third Party relating to the potential merger with or acquisition of SuperGen or of a controlling portion of the voting securities or substantially all of assets of SuperGen; provided that SuperGen shall not enter into any definitive agreement or agreements with any such Third Party, on terms and conditions equivalent to or more favorable to such Third Party than the terms and conditions last offered to Xxxxxx by SuperGen, without first offering to enter into the definitive agreement or agreements with Xxxxxx. (c) Notwithstanding any other provision of this Section 2.7, if the SuperGen Board of Directors determines in good faith that accepting an offer from Xxxxxx to acquire SuperGen pursuant to this Section 2.7(a) or (b) would not meet the Board's fiduciary duties under applicable laws and regulations, then SuperGen's non-compliance with this Section 2.7(a) or (b) shall not constitute a breach of this Agreement.

RIGHT OF FIRST REFUSAL FOR SUPERGEN ACQUISITION. (a) In the event that SuperGen wishes to initiate an inquiry or solicit an offer, or receives an offer or inquiry, from any Third Party relating to the potential merger with or acquisition of SuperGen or of a controlling portion of the voting 11 <PAGE> CONFIDENTIAL TREATMENT REQUESTED securities or substantially all of assets of SuperGen, SuperGen shall first so notify Xxxxxx Abbott ("Acquisition Offer Notice") and Xxxxxx Abbott shall have the right of first refusal to merge with or acquire SuperGen or a controlling portion of the voting securities or substantially all of assets of SuperGen. (b) The Acquisition Offer Notice shall set forth the principal financial and other terms under consideration by SuperGen. Xxxxxx Abbott shall have ninety (90) days from receipt of the Acquisition Offer Notice to respond with either an offer to merger with or acquire SuperGen, or a notice that Xxxxxx Abbott is not interested in making any offer to merge with or acquire SuperGen. If Xxxxxx Abbott makes an offer to merge with or acquire SuperGen, the Parties shall enter into good faith negotiations for such merger or acquisition, and shall enter into a definitive agreement or agreements in order to effect such merger or acquisition subject to the terms and conditions of such definitive agreement or agreements. If the Parties are unable to reach agreement and to enter into such definitive agreement or agreements within ninety (90) days of the start of negotiations, then SuperGen shall be free to initiate an inquiry or solicit an offer, or to entertain an offer or inquiry, from any Third Party relating to the potential merger with or acquisition of SuperGen or of a controlling portion of the voting securities or substantially all of assets of SuperGen; provided that SuperGen shall not enter into any definitive agreement or agreements with any such Third Party, on terms and conditions equivalent to or more favorable to such Third Party than the terms and conditions last offered to Xxxxxx by SuperGen, without first offering to enter into the definitive agreement or agreements with Xxxxxx. . (c) Notwithstanding any other provision of this Section 2.7, if the SuperGen Board of Directors determines in good faith that accepting an offer from Xxxxxx to acquire SuperGen pursuant to this Section 2.7(a) or (b) would not meet the Board's fiduciary duties under applicable laws and regulations, then SuperGen's non-compliance with this Section 2.7(a) or (b) shall not constitute a breach of this Agreement.

RIGHT OF FIRST REFUSAL FOR SUPERGEN ACQUISITION. (a) In the event that SuperGen wishes to initiate an inquiry or solicit an offer, or receives an offer or inquiry, from any Third Party relating to the potential merger with or acquisition of SuperGen or of a controlling portion of the voting securities or substantially all of assets of SuperGen, SuperGen shall first so notify Xxxxxx Abbott ("Acquisition Offer Notice") and Xxxxxx Abbott shall have the right of first refusal to merge with or acquire SuperGen or a controlling portion of the voting securities or substantially all of assets of SuperGen. (b) The Acquisition Offer Notice shall set forth the principal financial and other terms under consideration by SuperGen. Xxxxxx Abbott shall have ninety (90) days from receipt of the Acquisition Offer Notice to respond with either an offer to merger with or acquire SuperGen, or a notice that Xxxxxx Abbott is not interested in making any offer to merge with or acquire SuperGen. If Xxxxxx Abbott makes an offer to merge with or acquire SuperGen, the Parties shall enter into good faith negotiations for such merger or acquisition, and shall enter into a definitive agreement or agreements in order to effect such merger or acquisition subject to the terms and conditions of such definitive agreement or agreements. If the Parties are unable to reach agreement and to enter into such definitive agreement or agreements within ninety (90) days of the start of negotiations, then SuperGen shall be free to initiate an inquiry or solicit an offer, or to entertain an offer or inquiry, from any Third Party relating to the potential merger with or acquisition of SuperGen or of a controlling portion of the voting securities or substantially all of assets of SuperGen; provided that SuperGen shall not enter into any definitive agreement or agreements with any such Third Party, on terms and conditions equivalent to or more favorable to such Third Party than the terms and conditions last offered to Xxxxxx Abbott by SuperGen, without first offering to enter into the definitive agreement or agreements with XxxxxxAbbott. (c) Notwithstanding any other provision of this Section 2.7, if the SuperGen Board of Directors determines in good faith that accepting an offer from Xxxxxx Abbott to acquire SuperGen pursuant to this Section 2.7(a) or (b) would not meet the Board's fiduciary duties under applicable laws and regulations, then SuperGen's non-compliance with this Section 2.7(a) or (b) shall not constitute a breach of this Agreement.