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RIGHT OF FIRST REVIEW Sample Clauses

RIGHT OF FIRST REVIEW. Except in respect of relationships in existence as of the Effective Date, Genetronics shall provide Ethicon (a) written notice of its intention to license a Drug Delivery System for Gene Therapy applications, and (b) a functional prototype of such Drug Delivery System which demonstrates relevant pre-clinical efficacy, prior to approaching a Third Party to license such Drug Delivery System for Gene Therapy applications. Genetronics shall discuss with Ethicon a possible development and license agreement to use such Drug Delivery System for Gene Therapy applications, but is under no obligation to enter into any such agreement with Ethicon. After providing such written notice and prototype Drug Delivery System to Ethicon, Genetronics shall have no further obligation to Ethicon under this Section 5.4.
RIGHT OF FIRST REVIEW. Section 1.01 As consideration for entering into this Agreement, Roivant agrees not to pursue any potential dementia-related product or investment opportunity (a “Dementia Opportunity”) without first notifying RNL (the “Offer Notice”) of its intention to do so, such Offer Notice to include reasonable details of such opportunity to the extent known or otherwise made available to Roivant, and offering RNL the opportunity to evaluate and independently pursue the Dementia Opportunity. RNL shall have 30 days after receipt of the Offer Notice to inform Roivant of its intent to pursue in good faith the Dementia Opportunity subject to the Offering Notice (the “Acceptance Notice”) in which case Roivant shall not pursue such Dementia Opportunity and shall refer such Dementia Opportunity to RNL. If RNL has not entered into a definitive agreement with respect to the Dementia Opportunity described in the Offer Notice within 60 days of the Acceptance Notice, Roivant shall be free to pursue such Dementia Opportunity.
RIGHT OF FIRST REVIEW. So long as Carilion continues to hold at least 750,000 shares of Common Stock (or Common Stock issuable upon the conversion of the Series A Preferred), and to the extent such technology is not restricted by other contractual arrangements in effect as of August 2, 2005, the Company shall disclose to Carilion Consolidated Laboratory (“CCL”) for review on a confidential basis, that technology developed now or in the future by the employees of the Company or its affiliates which impacts, or has an application to, the clinical laboratory industry, at least sixty (60) days prior to disclosing such technology to any third-party for purpose of commercialization.
RIGHT OF FIRST REVIEW. Baylor grants to the Sponsor the right of first review with respect to any Invention, discovered from the performance of the Project Research, under the following the terms: (a) The Sponsor shall comply with the terms of non-disclosure, as set forth in Section 4 of this Contract. (b) Baylor shall notify the Sponsor, in writing, of the Invention and provide the Sponsor with sufficient detail to evaluate the Invention. (c) The Sponsor shall have forty-five (45) days after such notification to evaluate the Invention and notify Baylor, in writing, that the Sponsor desires to license the Invention. (d) Upon notification by the Sponsor of its desire to acquire rights to the Invention, the Sponsor and Baylor shall negotiate, in good faith, for a period not to exceed sixty (60) days, unless extended by mutual written agreement of Baylor and the Sponsor, in an effort to arrive at terms and conditions satisfactory to Baylor and the Sponsor for the license by the Sponsor of the Invention. (e) If Baylor and the Sponsor do not reach such agreement within said sixty-day (60-day) period, or if the Sponsor fails to notify Baylor within said forty-five-day (45-day) period, or if the Sponsor decides not to acquire the rights to the Invention, Baylor shall be free to deal with the Invention as Baylor in its discretion may decide, and Baylor shall have no further obligations to the Sponsor with respect to the Invention. Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (f) The right of first review, as presented herein, shall terminate at the earlier of the (i) second anniversary of the Effective Date or (ii) the termination of this Contract, but only if Baylor has previously provided Company with written notification of all Inventions arising out of the Project Research. In the event Baylor has not provided such written notification as to an Invention, Baylor will provide Sponsor with written notification and the provisions of this section 5.2 will be carried out.
RIGHT OF FIRST REVIEW. So long as CHS continues to hold any of the Notes or 750,000 shares of Class C Common Stock or Class A Common Stock (or Common Stock issuable upon the conversion thereof), and to the extent such technology is not restricted by other contractual arrangements in effect as of August 2, 2005, the Company shall disclose to Carilion Consolidated Laboratory (“CCL”) for review on a confidential basis, that technology developed now or in the future by the employees of the Company or its affiliates which impacts, or has an application to, the clinical laboratory industry, at least sixty (60) days prior to disclosing such technology to any third-party for purpose of commercialization.
RIGHT OF FIRST REVIEW. Should TLC Ventures Corp. or any of its subsidiaries (collectively, the "Company") intend to transfer, assign, option or joint venture a Project owned or controlled by the Company to an arms' length third party directly or indirectly, Gold Fields shall have an exclusive right of first review of the Project Data. The Company will give Gold Fields written notice of its intention to offer a Project for transfer, assignment, option or joint venture. Within 5 business days of receipt of the notice, Gold Fields may execute and deliver to the Company a confidentiality agreement in form reasonably acceptable to the parties and will then have the exclusive right to review all Project Data for a 10-business day period, after which the Company may contact other potential transferees, assignees, optionees or joint venture partners. The 10-business day review period will be deemed to have started on the business day that the Project Data is received by Gold Fields. The Company will not (a) make known to any third party its intention to transfer, assign, option or joint venture a Project; or (b) make any Project Data available to any such third party until the 10-business day period has elapsed. Should Gold Fields intend to transfer, assign, option or joint venture a Non-Strategic Project to an arms' length third party directly or indirectly, the Company shall have an exclusive right of first review of the Project Data. Gold Fields will give the Company written notice of its intention to offer a Non-Strategic Project for transfer, assignment, option or joint venture. Within 5 business days of receipt of the notice, the Company may execute and deliver to Gold Fields a confidentiality agreement in form reasonably acceptable to the parties and will then have the exclusive right to review all Project Data for a 10-business day period, after which Gold Fields may contact other potential transferees, assignees, optionees or joint venture partners. The 10-business day review period will be deemed to have started on the business day that the Project Data is received by the Company. Gold Fields will not (a) make known to any third party its intention to transfer, assign, option or joint venture a Project; or (b) make any Project Data available to any such third party until the 10-business day period has elapsed.
RIGHT OF FIRST REVIEW. If at any time following the Closing and during the Measurement Period the Seller or Harvest, LLC decides to explore the possibility of selling, licensing or transferring any interest in technologies or products that it develops or acquires following the Closing, the Seller and Harvest, LLC each hereby covenants and agrees to use reasonable efforts to give written notice to the Purchaser of the same in order to provide the Purchaser with an opportunity to evaluate such technologies or products and express an interest which it may have in any such transaction before proceeding beyond a preliminary phase of discussions with any third party (the “ROFR”). It is expressly understood and agreed that neither the Seller nor Harvest, LLC has any obligation to the Purchaser under this Section 4.8 other than as expressed herein and neither party is obligated to proceed with any negotiations or transactions or accept any terms or conditions which are not fully acceptable to the parties in their sole discretion.
RIGHT OF FIRST REVIEW. (a) Each Affiliated Entity hereby acknowledges and agrees that until the Expiration Date (as defined in Section 3), the Covered Officers shall be entitled to present any investment or acquisition opportunity whose fair market value the Company reasonably believes is at least $500 million (each, a “Company Opportunity”) first to the Company prior to presenting such opportunity to any Affiliated Entity; provided, that Company Opportunity shall exclude any opportunity involving (i) targets that are focused primarily on real estate, (ii) targets in or related to the locomotive or railcar leasing industries or (iii) targets in or related to the dry bulk ocean transportation, inland marine transportation and bulk-storage and transfer terminal industries. (b) If a majority of the Company’s independent directors determine not to pursue any Company Opportunity, then the Covered Officers shall be entitled to present such business opportunity to any of the Affiliated Entities.
RIGHT OF FIRST REVIEW. Provided Infotopia is (i) not in breach of any term, condition, provision, covenant, warranty or representation of this Agreement, (ii) executes a confidentiality and non-disclosure agreement in a form acceptable to DTCP in their sole and absolute discretion; and (iii) executes such other documentation as is reasonably requested by DTCP to protect their pecuniary and proprietary interests, then DTCP shall present all other direct response televison fitness products owned and/or controlled by DTCP which have been sufficiently developed for marketing, distribution, sale and exploitation to Infotopia for review and inspection prior to showing such products to any competitor of Infotopia. Infotopia shall have seventy-two (72) hours from the receipt of such product(s) to present an acceptable written offer to license for manufacture, use, distribution, sale, advertisement, promotion and exploitation, such products from DTCP. Following the expiration of such seventy-two (72) hour period, DTCP shall have no further obligation to Infotopia with respect to such product(s). DTCP shall be free to show, market, license, distribute and/or exploit in any manner whatsoever such product(s) in any manner which it chooses without any obligation or liability of any kind to Infotopia with respect to such product(s)." Section 18.1 Section 18.1 shall be added to the Agreement. Section 18.1 shall read as follows: "Contemporaneous with the execution of this Addendum 3, National Boston shall exchange the stock of National Boston issued to DTCP pursuant to the terms of the Agreement to stock in Infotopia, Inc., a subsidiary of National Boston." Section 18.2 Section 18.2 shall be added to the Agreement. Section 18.2 shall read as follows: The stock in National Boston which is to be issued to DTCP pursuant to the terms of Section 18 of the Agreement shall instead be issued in Infotopia, Inc. Such stock shall be issued on the dates, amounts and proportions, without dilution, as those set forth in Section 18 of the Agreement. These shares will carry a piggyback registration rights as described in paragraph 18 of the Agreement" 19.1 The address of DTCP is changed as follows: DTCP 4000 Xxxxxxx, Xxxx 0 Xxxxxx xxx Xxx, XX 00000 Attention: Dxxx Xxxxxxxxx (Fax No. 300-000-0000) Copy to:

Related to RIGHT OF FIRST REVIEW

  • Right of First Refusal From and after the date hereof and during the Term, Landlord shall not sell, transfer or otherwise dispose of or convey all or part of Landlord’s fee interest in the Premises to any third party until and unless Landlord shall have obtained a bona fide offer therefor (the “Landlord’s Offer”), delivered written notice thereof to Tenant, which notice shall contain a true and accurate copy of Landlord’s Offer, and offered to sell, transfer or otherwise dispose of such fee interest to Tenant at the same price and, except as hereafter provided, upon the same terms and conditions as contained in Landlord’s Offer, and Xxxxxx has not elected to exercise its right of first refusal in accordance herewith. If Tenant shall either deliver written notice of rejection of Landlord’s Offer to Landlord or fail to deliver written notice of acceptance of Landlord’s Offer within thirty (30) days after the date of receipt of Landlord’s notice, Xxxxxxxx’s fee interest in the Premises may, during the one hundred eighty (180) days thereafter, be sold, transferred or otherwise disposed of to the original offeror at the same price and upon the same terms and conditions as contained in Landlord’s Offer. In the event Tenant rejects Xxxxxxxx’s Offer or fails to accept Xxxxxxxx’s Offer in accordance herewith, this Lease and all of its terms and conditions (including this right of first refusal) shall nevertheless remain in full force and effect and Landlord and any purchaser or purchasers of the Premises shall be bound thereby. Failure of Tenant to exercise its right of first refusal on one or more occasions shall not affect Tenant’s right to exercise it on any subsequent occasion. Any sale or transfer of the Premises, or any part thereof, other than in strict compliance with the terms of this Section shall be null and void and of no effect as to Tenant, and Tenant shall be entitled to purchase the Premises from the purchaser upon the same terms and conditions and at the same price specified in Landlord’s Offer, provided Tenant notifies Landlord of its election thirty (30) days after receipt of notice that complies with the requirements hereof. The making of Lease Payments to such purchaser or otherwise treating such purchaser as Landlord shall not be deemed to be a waiver of Tenant’s right of first refusal or any other right or privilege of Tenant and shall not create an estoppel with respect thereto. Any sale or transfer of Landlord’s interest in the Premises, or any part thereof shall be expressly made subject to all of the terms, covenants and conditions of this Lease. In the event Landlord’s Offer provides for the sale and purchase of Landlord’s interest in the Premises and other property, Tenant shall only be required to purchase all the Premises in the event it desires to exercise its right of first refusal hereunder. In the event Tenant exercises its right of first refusal then, notwithstanding the terms of Landlord’s Offer (i) Landlord shall convey title to the Premises by warranty deed approved by Tenant and the title company; (ii) title to the Premises shall be free and clear of any liens and encumbrances except the lien for current taxes which are not delinquent at the time of closing and such other exceptions to title as may have been created by Tenant during the Term or as existed on the date hereof and/or were approved by Tenant thereafter; and (iii) title to the Premises shall otherwise comply with the terms of this Lease as they pertain to condition of title. Upon such election by Xxxxxx, Landlord and Xxxxxx agree to act in good faith to consummate a purchase agreement for the Premises incorporating the express terms of Landlord’s Offer and other customary terms and provisions for similar transactions of similar property located in the same geographic area as the Premises.

  • Right of First Offer Subject to the provisions of this Section 2.8, Tenant shall have a one-time right of first offer (the “Right of First Offer”) on the then-available portions of Floor 1 of Building A (each, a “ROFO Space”) upon the following terms and conditions. This Right of First Offer is subject and subordinate to (i) the rights of third parties existing as of the date of this Lease, (ii) the rights, if any, of each tenant in such ROFO Space granted in the Initial Lease-Up (as defined below) with respect to a ROFO Space, and (iii) the right of Landlord or any affiliate of Landlord to use or occupy such ROFO Space. Landlord will notify Tenant of its plans to market a ROFO Space (the “ROFO Notice”) for lease to any party unrelated to Landlord (it being acknowledged and agreed that the Right of First Offer shall not be applicable to space Landlord intends to occupy and/or provide to affiliates of Landlord), which ROFO Notice shall specify the location and square footage for such ROFO Space, Landlord’s estimate of the fair market rent for such ROFO Space, the date of availability of such ROFO Space and all other material terms and conditions which will apply to such ROFO Space. The term of any ROFO Space shall be coterminous with the Lease Term for the Premises; provided, however, that in the event less than thirty (30) full calendar months remain in the Lease Term as of the date of availability of such ROFO Space, then (i) if the Extension Term has not yet been exercised, Tenant’s exercise of such Right of First Offer shall be subject to Tenant’s simultaneous exercise of the Extension Term (which shall thereupon be applicable to such ROFO Space) and (ii) if no Extension Term remains or is exercisable by Tenant, then this Section 2.8 shall be of no force or effect and Tenant shall have no further Rights of First Offer. Within ten (10) Business Days following its receipt of any ROFO Notice, Tenant shall have the right to accept the same by written notice to Landlord (the “ROFO Acceptance Notice”), provided that if Tenant disputes Landlord’s estimate of the fair market rent in the ROFO Acceptance Notice, the fair market rent for such space shall be determined as set forth in Section 4.7 below. If Tenant timely delivers a ROFO Acceptance Notice, Landlord and Tenant shall execute an amendment to the Lease incorporating the ROFO Space into the Premises upon the terms contained in the ROFO Notice within ten (10) Business Days following Landlord’s delivery to Tenant of a form therefor (and if the Landlord’s determination of fair market rent was disputed in the ROFO Notice and not agreed to as of the commencement of the term for such ROFO Space, then rent shall be Landlord’s determination of fair market rent until the finalization of the fair market rent appraisal, and any change in such rent amount shall be adjusted — with applicable credits or reimbursement for any underpayment or overpayment - thereafter). If Tenant fails to timely deliver a ROFO Acceptance Notice within said ten (10) Business Day period or fails to execute Landlord’s form of amendment for such ROFO Space within ten (10) Business Days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to a ROFO Space and Landlord shall be entitled, but not required, to lease all or any portion of such ROFO Space to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Right of First Offer with respect to such ROFO Space in such ROFO Notice shall be of no further force or effect. Notwithstanding any contrary provision of this Lease, any Right of First Offer, and any exercise by Tenant of any Right of First Offer shall be void and of no effect unless on the date Tenant timely delivers a ROFO Acceptance Notice to Landlord and on the commencement date of the amendment for a ROFO Space (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transfer, Tenant shall not have assigned this Lease and there shall not be any sublease or subleases then in effect. Tenant acknowledges and agrees that Tenant’s Right of First Offer with respect to any space that is not subject to a third-party lease on the date hereof (the “Vacant Space”) shall not be of any force or effect until such time as such Vacant Space has been initially leased to a third-party tenant after the date hereof (the “Initial Lease-Up”) and such lease (and any rights held by such tenant in any part of the Building consisting of a ROFO Space) has subsequently expired.

  • Right of First Negotiation 2.3.1 If Company seeks to grant a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 842 (or, to the extent Company has de-prioritized AMG 842, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 842 (or, to the extent Company has de-prioritized AMG 842, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.3 Upon the completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.