Rights of First Negotiation. (a) If Solvay develops and obtains Regulatory Approval of Product for a fibromyalgia indication, Solvay shall and hereby does grant to Depomed a right of first negotiation to co-promote the Product in the Field in the Territory solely for the fibromyalgia indication and solely to obstetricians and gynecologists. Solvay shall notify Depomed in writing no later than [***] prior to [***]. If Depomed is interested in negotiating with Solvay the terms under which Depomed would co-promote the Product for such indication to obstetricians and gynecologists in the Territory, it shall so notify Solvay in writing within [***] days after Depomed receives such notice from Solvay. For [***] days after Solvay’s receipt of Depomed’s notice of interest, the Parties shall negotiate in good faith the terms of a co-promotion agreement for such indication in the Territory with respect to obstetricians and gynecologists. If the Parties do not execute a co-promotion agreement within such [***] day period of time, Solvay shall be free to promote itself or with or through Third Parties the Product for such indication to obstetricians and gynecologists in the Territory; provided, however, that Solvay shall not grant to any Third Party the right to co-promote Product for such indication to obstetricians and gynecologists in the Territory [***]. (b) If Depomed desires to offer to Third Parties the opportunity to participate in [***]. Depomed shall so notify Solvay in writing prior to offering such opportunity to any Third Party. If Solvay is interested in negotiating with Depomed the terms under which Solvay would [***], it shall so notify Depomed in writing within [***] days after it receives such notice from Depomed. If Solvay so notifies Depomed, the Parties shall negotiate in good faith during the [***] day period following Depomed’s receipt of Solvay’s notice of interest the terms under which Solvay may [***]. If the Parties do not execute an agreement or [***] within such [***] day time period, or if Solvay does not provide a notice of interest within such [***] day time period, then Depomed shall have no further obligation to Solvay with respect to [***].
Appears in 3 contracts
Samples: Exclusive License Agreement, Exclusive License Agreement, Exclusive License Agreement (Depomed Inc)
Rights of First Negotiation. Cubist hereby grants Chiron (a) If Solvay develops and obtains Regulatory Approval of Product for a fibromyalgia indication, Solvay shall and hereby does grant to Depomed a right of first negotiation to co-promote the Product in the Field in the Territory solely for the fibromyalgia indication and solely to obstetricians and gynecologists. Solvay shall notify Depomed in writing no later than [***] prior to [***]. If Depomed is interested in negotiating with Solvay the terms under which Depomed would co-promote the Product for such indication to obstetricians and gynecologists in the Territory, it shall so notify Solvay in writing within [***] days after Depomed receives such notice from Solvay. For [***] days after Solvay’s receipt of Depomed’s notice of interest, the Parties shall negotiate in good faith the terms of a co-promotion agreement for such indication obtain Commercialization rights in the Territory with respect to obstetricians any and gynecologistsall Additional Daptomycin Products, and (b) a right of first negotiation to obtain Commercialization rights in the Territory to any and all Directly Competitive Products, in each case, on the following terms: In the event that Cubist proposes to grant, sell, assign or otherwise transfer to a Third Party all or any portion of any such Commercialization rights, regardless of whether Cubist or a Third party makes the initial proposal, then Cubist will promptly notify Chiron in writing thereof. As soon as practicable, Chiron will respond to Cubist in writing regarding its interest in entering into negotiations to obtain such rights and the Parties will promptly [*] following the date that Cubist gives such written notice to Chiron. Upon commencement of such negotiations, [*] to grant Commercialization rights with respect to such Additional Daptomycin Product or Directly Competitive Product. If the Parties do not execute a co-promotion agreement Chiron and Cubist are unable to agree on material terms within such [*] after receipt by Chiron of Cubist’s notice of its intent to transfer Commercialization rights, then Cubist will [*]. Chiron shall have an exclusive [*] day period to present (but shall not be obligated to present) to Cubist a revised proposal. If Cubist does not accept Chiron’s revised proposal upon expiration of timesuch exclusive period, Solvay shall in its sole discretion, Cubist will be free to promote itself or enter into negotiations with or through any Third Parties the Product for such indication to obstetricians and gynecologists in the Territory; Party, provided, however, Chiron shall have the non-exclusive right to continue discussions with Cubist. If Cubist determines that Solvay shall not grant it is likely to any accept terms with a Third Party the right to co-promote Product for such indication to obstetricians and gynecologists in the Territory Commercialization rights, Cubist will offer Chiron an opportunity for [*], at Chiron’s headquarters or at any other location that the Parties may mutually agree upon, within [*] of Cubist’s notification to Chiron that it is affording Chiron such opportunity to meet, for the purpose of explaining in reasonable detail the reasons that Cubist is likely to accept such terms. Chiron shall have a period of [*].
] from the date of such meeting to present to Cubist [*] and Cubist hereby agrees that it will not accept the Third Party terms until the earlier of (a) the expiration of such [*] period, (b) If Depomed desires the date that Chiron affirmatively declines to make an offer, and (c) the date that Chiron proposes, and Cubist rejects, such offer. For the avoidance of doubt, Cubist is not obligated to offer to Third Parties the foregoing opportunity to participate in for [***]. Depomed shall so notify Solvay Cubist will select the party with which it wishes to enter into negotiations for a definitive agreement in writing prior to offering such opportunity to any Third Party. If Solvay is interested its sole discretion, provided, however, in negotiating with Depomed the terms under which Solvay would making its determination, [***], it shall so notify Depomed in writing within [***] days after it receives such notice from Depomed. If Solvay so notifies Depomed, the Parties shall negotiate in good faith during the [***] day period following Depomed’s receipt of Solvay’s notice of interest the terms under which Solvay may [***]. If the Parties do not execute an agreement or Chiron hereby acknowledges and agrees that [***] within such [***] day time period, or if Solvay does not provide a notice of interest within such [***] day time period, then Depomed shall have no further obligation to Solvay with respect to [***].
Appears in 2 contracts
Samples: License Agreement (Cubist Pharmaceuticals Inc), License Agreement (Cubist Pharmaceuticals Inc)
Rights of First Negotiation. If LICENSEE decides, other than as part of a merger or sale of LICENSEE as a whole or a sale of substantially all of the assets of LICENSEE , to seek to sublicense the Licensed Technology to a Third Party in any one of the following territories: US, UK, Germany, France, Spain, Italy, China or Japan for Development and/or Commercialization of a Product, then LICENSEE shall first notify PFIZER in writing of its plans for such a sublicense, including the specific territory to be covered (a“Transaction Notice”). If PFIZER desires to evaluate whether to seek such sublicense in such notified territory (the “Subject Territory”) If Solvay develops and obtains Regulatory Approval for itself, then PFIZER shall notify LICENSEE within thirty (30) days of Product for a fibromyalgia indicationreceipt of the Transaction Notice (“Negotiation Notice”). For the sixty (60) days following receipt of the Negotiation Notice (“Exclusivity Period”), Solvay PFIZER shall and hereby does grant have the exclusive right to Depomed a right of first negotiation negotiate an exclusive sublicense to co-promote the Product in the Field in the Subject Territory solely for the fibromyalgia indication with LICENSEE, such negotiations to include at least one face-to-face meeting and solely to obstetricians and gynecologists. Solvay shall notify Depomed in writing no later than [***] prior to [***]be conducted on a good faith basis using reasonable efforts. If Depomed is interested in negotiating with Solvay PFIZER does not provide such Negotiation Notice to LICENSEE, does not provide a written proposal during the terms under which Depomed would co-promote Exclusivity Period, or the Product for such indication to obstetricians and gynecologists in the Territory, it shall so notify Solvay in writing within [***] days after Depomed receives such notice from Solvay. For [***] days after Solvay’s receipt of Depomed’s notice of interest, the Parties shall negotiate in good faith the terms of a co-promotion agreement for such indication in the Territory with respect to obstetricians and gynecologists. If the two Parties do not execute a co-promotion come to agreement within such [***] day period of timeduring the Exclusivity Period, Solvay then LICENSEE shall be free to promote itself or pursue such a sublicense with or through any Third Parties the Product for such indication to obstetricians and gynecologists in the TerritoryParty; provided, however, that Solvay LICENSEE shall not be entitled to subsequently grant Development or Commercialization rights to any a Third Party for the right to co-promote Product for such indication to obstetricians and gynecologists Subject Territory unless, in the Territory [***].
(b) If Depomed desires reasonable and informed good faith judgment of the Board of Directors of LICENSEE, the terms and provisions of the proposed agreement with such Third Party are, in the aggregate, more favorable to LICENSEE than the terms and provisions set forth in the last offer to Third Parties the opportunity to participate in [***]. Depomed shall so notify Solvay submitted in writing prior by PFIZER to offering such opportunity to any Third Party. If Solvay is interested LICENSEE in negotiating with Depomed the terms under which Solvay would [***], it shall so notify Depomed in writing within [***] days after it receives such notice from Depomed. If Solvay so notifies Depomed, course of the Parties shall negotiate in good faith during the [***] day period following Depomed’s receipt of Solvay’s notice of interest the terms under which Solvay may [***]. If the Parties do not execute an agreement or [***] within such [***] day time period, or if Solvay does not provide a notice of interest within such [***] day time period, then Depomed shall have no further obligation to Solvay with respect to [***]negotiations between PFIZER and LICENSEE.
Appears in 2 contracts
Samples: License Agreement (Clovis Oncology, Inc.), License Agreement (Clovis Oncology, Inc.)
Rights of First Negotiation. Cubist hereby grants Chiron (a) If Solvay develops and obtains Regulatory Approval of Product for a fibromyalgia indication, Solvay shall and hereby does grant to Depomed a right of first negotiation to co-promote the Product in the Field in the Territory solely for the fibromyalgia indication and solely to obstetricians and gynecologists. Solvay shall notify Depomed in writing no later than [***] prior to [***]. If Depomed is interested in negotiating with Solvay the terms under which Depomed would co-promote the Product for such indication to obstetricians and gynecologists in the Territory, it shall so notify Solvay in writing within [***] days after Depomed receives such notice from Solvay. For [***] days after Solvay’s receipt of Depomed’s notice of interest, the Parties shall negotiate in good faith the terms of a co-promotion agreement for such indication obtain Commercialization rights in the Territory with respect to obstetricians any and gynecologistsall Additional Daptomycin Products, and (b) a right of first negotiation to obtain Commercialization rights in the Territory to any and all Directly Competitive Products, in each case, on the following terms: In the event that Cubist proposes to grant, sell, assign or otherwise transfer to a Third Party all or any portion of any such Commercialization rights, regardless of whether Cubist or a Third party makes the initial proposal, THEN Cubist will promptly notify Chiron in writing thereof. As soon as practicable, Chiron will respond to Cubist in writing regarding its interest in entering into negotiations to obtain such rights and the Parties will promptly [*] following the date that Cubist gives such written notice to Chiron. Upon commencement of such negotiations, [*] to grant Commercialization rights with respect to such Additional Daptomycin Product or Directly Competitive Product. If Chiron and Cubist are unable to agree on material terms within [*] after receipt by Chiron of Cubist's notice of its intent to transfer Commercialization rights, then Cubist will [*]. Chiron shall have an exclusive [*] period to present (but shall not be obligated to present) to Cubist a revised proposal. If Cubist does not accept Chiron's revised proposal upon expiration of such exclusive period, in its sole discretion, Cubist will be free to enter into negotiations with any Third Party, PROVIDED, HOWEVER, Chiron shall have the non-exclusive right to continue discussions with Cubist. If Cubist determines that it is likely to accept terms with a Third Party for such Commercialization rights, Cubist will offer Chiron an opportunity for [*], at Chiron's headquarters or at any other location that the Parties do may mutually agree upon, within [*] of Cubist's notification to Chiron that it is affording Chiron such opportunity to meet, for the purpose of explaining in reasonable detail the reasons that Cubist is likely to accept such terms. Chiron shall have a period of [*] from the date of such meeting to present to Cubist [*] and Cubist hereby agrees that it will not execute a co-promotion agreement within accept the Third Party terms until the earlier of (a) the expiration of such [***] day period of timeperiod, Solvay shall be free to promote itself or with or through Third Parties the Product for such indication to obstetricians and gynecologists in the Territory; provided, however, that Solvay shall not grant to any Third Party the right to co-promote Product for such indication to obstetricians and gynecologists in the Territory [***].
(b) If Depomed desires the date that Chiron affirmatively declines to make an offer, and (c) the date that Chiron proposes, and Cubist rejects, such offer. For the avoidance of doubt, Cubist is not obligated to offer to Third Parties the foregoing opportunity to participate in for [***]. Depomed shall so notify Solvay Cubist will select the party with which it wishes to enter into negotiations for a definitive * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION agreement in writing prior to offering such opportunity to any Third Party. If Solvay is interested its sole discretion, PROVIDED, HOWEVER, in negotiating with Depomed the terms under which Solvay would making its determination, [***], it shall so notify Depomed in writing within [***] days after it receives such notice from Depomed. If Solvay so notifies Depomed, the Parties shall negotiate in good faith during the [***] day period following Depomed’s receipt of Solvay’s notice of interest the terms under which Solvay may [***]. If the Parties do not execute an agreement or Chiron hereby acknowledges and agrees that [***] within such [***] day time period, or if Solvay does not provide a notice of interest within such [***] day time period, then Depomed shall have no further obligation to Solvay with respect to [***].
Appears in 1 contract
Rights of First Negotiation. 2.6.1 If Somaxon initiates a Phase III clinical trial in the US (or its equivalent in a country within the Territory) during the Initial Term or any Extension Term involving any drug product or drug treatment containing (a) If Solvay develops and obtains Regulatory Approval doxepin (other than the Licensed Product) in any field of Product for a fibromyalgia indication, Solvay shall and hereby does grant to Depomed a right of first negotiation to co-promote the Product in use outside the Field in the Territory solely for or (b) any doxepin isomers (other than the fibromyalgia indication and solely Licensed Product) in any field of use in the Territory (each, an “Other Doxepin Product”), Somaxon shall provide written notice to obstetricians and gynecologists. Solvay shall notify Depomed in writing no later than [***] prior to [***]Paladin of such initiation. If Depomed is interested in negotiating with Solvay the terms under which Depomed would co-promote the Product for such indication to obstetricians and gynecologists in the Territory, it shall so notify Solvay Paladin notifies Somaxon in writing within [***] 45 days after Depomed receives receipt of such notice from Solvay. For [***] days after Solvay’s receipt of Depomed’s notice of interest(each, a “Doxepin Evaluation Period”) that Paladin is not interested in obtaining rights in and to the Parties shall negotiate in good faith the terms of a co-promotion agreement for such indication applicable Other Doxepin Product in the Territory with respect to obstetricians and gynecologists. If the Parties do not execute a co-promotion agreement within (such [***] day period of timerights, Solvay shall be free to promote itself or with or through Third Parties the “Other Doxepin Product for such indication to obstetricians and gynecologists in the Territory; provided, however, that Solvay shall not grant to any Third Party the right to co-promote Product for such indication to obstetricians and gynecologists in the Territory [***].
(b) If Depomed desires to offer to Third Parties the opportunity to participate in [***]. Depomed shall so notify Solvay in writing prior to offering such opportunity to any Third Party. If Solvay is interested in negotiating with Depomed the terms under which Solvay would [***], it shall so notify Depomed in writing within [***] days after it receives such notice from Depomed. If Solvay so notifies Depomed, the Parties shall negotiate in good faith during the [***] day period following Depomed’s receipt of Solvay’s notice of interest the terms under which Solvay may [***]. If the Parties do not execute an agreement or [***] within such [***] day time periodRights”), or if Solvay does not provide a notice Paladin fails to notify Somaxon of Paladin’s interest within such [***] day time periodin obtaining the Other Doxepin Product Rights prior to the expiration of the Doxepin Evaluation Period, then Depomed Somaxon shall have no further obligation to Solvay Paladin with respect to [***]the applicable Other Doxepin Product Rights. If Paladin is interested in obtaining the Other Doxepin Product Rights, it shall so notify Somaxon in writing prior to the expiration of the Doxepin Evaluation Period, and upon Somaxon’s receipt of such notice, Paladin and Somaxon shall promptly commence good-faith negotiations, for a period of 60 days and such longer period as may be mutually agreed upon by the parties in writing in the event the parties have made material progress in the negotiations (the “Doxepin Negotiation Period”), regarding the commercially reasonable terms of an agreement pursuant to which Paladin shall obtain such Other Doxepin Product Rights. If Somaxon and Paladin have failed to enter into an agreement for the Other Doxepin Product Rights upon the expiration of the Doxepin Negotiation Period, then Somaxon shall thereafter have the right to negotiate and enter into an agreement with a Third Party following the Doxepin Negotiation Period granting the Other Doxepin Product Rights to a Third Party on terms that are no less favourable to Somaxon than those that were contained in the last offer by Paladin to Somaxon.
2.6.2 During the Initial Term and any Extension Term, subject to the primary rights of Procter & Xxxxxx with respect to an OTC Product (as defined herein), Somaxon shall, after compliance with the obligations to Procter & Xxxxxx under Section 13.1 of the Co-Promotion Agreement dated August 24, 2010, as amended from time to time, provide written notice to Paladin if Somaxon desires, either alone or with a Third Party, to develop or commercialize in any country in the Territory a pharmaceutical product containing doxepin as the sole active pharmaceutical ingredient and for which a prescription from a physician or other professional who is permitted by law to prescribe pharmaceutical products is not required in order to dispense, purchase or use such product (an “OTC Product”). If Paladin notifies Somaxon in writing within 45 days after receipt of such notice (the “OTC Evaluation Period”) that Paladin is not interested in obtaining rights in and to the OTC Product (such rights, “OTC Product Rights”), or if Paladin fails to notify Somaxon of Paladin’s interest in obtaining the OTC Product Rights prior to the expiration of the OTC Evaluation Period, then Somaxon shall have no further obligation to Paladin with respect to the applicable OTC Product Rights. If Paladin is interested in obtaining the OTC Product Rights, it shall so notify Somaxon in writing prior to the expiration of the OTC Evaluation Period, and upon Somaxon’s receipt of such notice, Paladin and Somaxon shall promptly commence good-faith negotiations, for a period of 60 days and such longer period as may be mutually agreed upon by the parties in writing in the event the parties have made material progress in the negotiations (the “OTC Negotiation Period”), regarding the commercially reasonable terms of an agreement pursuant to which Paladin shall obtain such OTC Product Rights. If Somaxon and Paladin have failed to enter into an agreement for the OTC Product Rights upon the expiration of the OTC Negotiation Period, then Somaxon shall thereafter have the right to negotiate and enter into an agreement with a Third Party following the OTC Negotiation Period granting the OTC Product Rights to a Third Party on terms that are no less favourable to Somaxon than those that were contained in the last offer by Paladin to Somaxon.
2.6.3 During the Initial Term and any Extension Term, Somaxon shall provide written notice to Paladin if Somaxon desires, either alone or with a Third Party, to commercialize the Licensed Product in Mexico. If Paladin notifies Somaxon in writing within 45 days after receipt of such notice (the “Mexico Evaluation Period”) that Paladin is not interested in obtaining rights in and to the Licensed Product in Mexico (such rights, the “Mexico Rights”), or if Paladin fails to notify Somaxon of Paladin’s interest in obtaining the Mexico Rights prior to the expiration of the Mexico Evaluation Period, then Somaxon shall have no further obligation to Paladin with respect to the Mexico Rights. If Paladin is interested in obtaining the Mexico Rights, it shall so notify Somaxon in writing prior to the expiration of the Mexico Evaluation Period, and upon Somaxon’s receipt of such notice, Mexico shall thereafter be included as a “Key Territory” and as a country within the “Territory.”
Appears in 1 contract