Common use of RIGHTS OF FIRST Clause in Contracts

RIGHTS OF FIRST. refusal If a Party, within a period of 4 (four) months from the point in time at which the information required for the registration of an IP Right is available, fails to register an IP Right, or if a Party is no longer interested in maintaining an IP Right, it shall immediately notify the other Parties thereof in writing. Within 6 (six) weeks from this notification, the other Parties shall have the opportunity to state, in writing, their interest in assuming or taking over and continuing the IP Right. The holder of the IP Right shall transfer it to the interested Party or Parties based on its/their shares or have it re-registered in the latter’s/latters’ name at the latter’s/latters’ cost and shall hand over the required documents. The conditions for the transfer of the IP Right shall be separately agreed upon in writing between the Parties, in line with all necessary formal requirements, including, without limitation, signing in notarised form. Should a Party wish to register or maintain an IP Right connected with Foreground in a country for which the other Party does not intend to assume or to maintain any rights, any and all rights regarding the corresponding foreign IP Right shall pass on to the Party that is in favour of the registration or maintenance of the IP Right in the relevant country. In the event of successful exploitation, the Party who took over the relevant IP Right shall reimburse the Party who transferred the relevant IP Right for the proportionate historic costs for the IP Right. The other provisions of the preceding paragraph shall apply analogously. If a co-owner wishes to sell or transfer its co-ownership share to Third Parties, it must offer this share, in writing, to the other co-owners for acquisition beforehand, at arm’s-length conditions. The aforementioned rights of first refusal shall also apply analogously to the co-owners’ relations among themselves in the event that a co-owner refuses the registration of IP Rights or the registration of IP Rights in particular countries. 7.4.1.2. Costs of registering and maintaining IP Rights The costs of registering and maintaining IP Rights shall be borne by the owner of the relevant IP Right. In the event of the exploitation of IP Rights, separate pertinent agreements may be concluded. 7.4.2. Access to Foreground 7.4.2.1. Access to Foreground for the implementation of the Project The owner of Foreground which is necessary for the project-related work of a Party shall grant to said Party a free, non-transferable and non-exclusive Access Right that is limited to the duration and purposes of its project-related work. 7.4.2.2.

RIGHTS OF FIRST. refusal If a Party, within a period of 4 (four) months from the point in time at which the information required for the registration of an IP Right is available, fails to register an IP Right, or if a Party is no longer interested in maintaining an IP Right, it shall immediately notify the other Parties thereof in writing. Within 6 (six) weeks from this notification, the other Parties shall have the opportunity to state, in writing, their interest in assuming or taking over and continuing the IP Right. The holder of the IP Right shall transfer it to the interested Party or Parties based on its/their shares or have it re-registered in the latter’s/latters’ name at the latter’s/latters’ cost and shall hand over the required documents. The conditions for the transfer of the IP Right shall be separately agreed upon in writing between the Parties, in line with all necessary formal requirements, including, without limitation, signing in notarised form. Should a Party wish to register or maintain an IP Right connected with Foreground in a country for which the other Party does not intend to assume or to maintain any rights, any and all rights regarding the corresponding foreign IP Right shall pass on to the Party that is in favour of the registration or maintenance of the IP Right in the relevant country. In the event of successful exploitation, the Party who took over the relevant IP Right shall reimburse the Party who transferred the relevant IP Right for the proportionate historic costs for the IP Right. The other provisions of the preceding paragraph shall apply analogously. If a co-owner wishes to sell or transfer its co-ownership share to Third Parties, it must offer this share, in writing, to the other co-owners for acquisition beforehand, at arm’s-length conditions[ at the price which the Third Party is willing to pay]. The aforementioned rights of first refusal shall also apply analogously to the co-owners’ relations among themselves in the event that a co-owner refuses the registration of IP Rights or the registration of IP Rights in particular countries. 7.4.1.2. Costs of registering and maintaining IP Rights The costs of registering and maintaining IP Rights shall be borne by the owner of the relevant IP Right. In the event of the exploitation of IP Rights, separate pertinent agreements may be concluded. 7.4.2. Access to Foreground 7.4.2.1. Access to Foreground for the implementation of the Project The owner of Foreground which is necessary for the project-related work of a Party shall grant to said Party a free, non-transferable and non-exclusive Access Right that is limited to the duration and purposes of its project-related work. 7.4.2.2.

RIGHTS OF FIRST. refusal If a Party, within a period of 4 (four) months from the point in time at which the information required for the registration of an IP Right is available, fails to register an IP Right, or if a Party is no longer interested in maintaining an IP Right, it shall immediately notify the other Parties thereof in writing. Within 6 (sixsix weeks) weeks from this notification, the other Parties shall have the opportunity to state, in writing, their interest in assuming or taking over and continuing the IP Right. The holder of the IP Right shall transfer it to the interested Party or Parties based on its/their shares or have it re-registered in the latter’s/latters’ name at the latter’s/latters’ cost and shall hand over the required documents. The conditions for the transfer of the IP Right shall be separately agreed upon in writing between the Parties, in line with all necessary formal requirements, including, without limitation, signing in notarised form. Should a Party wish to register or maintain an IP Right connected with Foreground in a country for which the other Party does not intend to assume or to maintain any rights, any and all rights regarding the corresponding foreign IP Right shall pass on to the Party that is in favour of the registration or maintenance of the IP Right in the relevant country. In the event of successful exploitation, the Party who took over the relevant IP Right shall reimburse the Party who transferred the relevant IP Right for the proportionate historic costs for the IP Right. The other provisions of the preceding paragraph shall apply analogously. If a co-owner wishes to sell or transfer its co-ownership share to Third Parties, it must offer this share, in writing, to the other co-owners for acquisition beforehand, at arm’s-length conditionsconditions [at the price which the Third Party is willing to pay]. The aforementioned rights of first refusal shall also apply analogously to the co-owners’ relations among themselves in the event that a co-owner refuses the registration of IP Rights or the registration of IP Rights in particular countries. 7.4.1.2. Costs of registering and maintaining IP Rights The costs of registering and maintaining IP Rights shall be borne by the owner of the relevant IP Right. In the event of the exploitation of IP Rights, separate pertinent agreements may be concluded. 7.4.2. Access to Foreground 7.4.2.1. Access to Foreground for the implementation of the Project The owner of Foreground which is necessary for the project-related work of a Party shall grant to said Party a free, non-transferable and non-exclusive Access Right that is limited to the duration and purposes of its project-related work. 7.4.2.2.

RIGHTS OF FIRST. refusal If a Party, within a period of 4 (four) months from the point in time at which the information required for the registration of an IP Right is available, fails to register an IP Right, or if a Party is no longer interested in maintaining an IP Right, it shall immediately notify the other Parties thereof in writing. Within 6 (six) weeks from this notification, the other Parties shall have the opportunity to state, in writing, their interest in assuming or taking over and continuing the IP Right. The holder of the IP Right shall transfer it to the interested Party or Parties based on its/their shares or have it re-registered reregistered in the latter’s/latters’ name at the latter’s/latters’ cost and shall hand over the required documents. The conditions for the transfer of the IP Right shall be separately agreed upon in writing between the Parties, in line with all necessary formal requirements, including, without limitation, signing in notarised form. Should a Party wish to register or maintain an IP Right connected with Foreground in a country for which the other Party does not intend to assume or to maintain any rights, any and all rights regarding the corresponding foreign IP Right shall pass on to the Party that is in favour of the registration or maintenance of the IP Right in the relevant country. In the event of successful exploitation, the Party who took over the relevant IP Right shall reimburse the Party who transferred the relevant IP Right for the proportionate historic costs for the IP Right. The other provisions of the preceding paragraph shall apply analogously. If a co-owner wishes to sell or transfer its co-ownership share to Third Parties, it must offer this share, in writing, to the other co-owners for acquisition beforehand, at arm’s-length conditions. The aforementioned rights of first refusal shall also apply analogously to the co-owners’ relations among themselves in the event that a co-owner refuses the registration of IP Rights or the registration of IP Rights in particular countries. 7.4.1.2. Costs of registering and maintaining IP Rights The costs of registering and maintaining IP Rights shall be borne by the owner of the relevant IP Right. In the event of the exploitation of IP Rights, separate pertinent agreements may be concluded. 7.4.2. Access to Foreground 7.4.2.1. Access to Foreground for the implementation of the Project The owner of Foreground which is necessary for the project-related work of a Party shall grant to said Party a free, non-transferable and non-exclusive Access Right that is limited to the duration and purposes of its project-related work. 7.4.2.2.