Common use of RIGHTS TO ADDITIONAL PRODUCTS Clause in Contracts

RIGHTS TO ADDITIONAL PRODUCTS. (a) AVI hereby grants to SuperGen, and SuperGen hereby accepts, a right of first discussion with respect to all oncology compounds (except those covered by the certain existing license agreement between AVI and Abgenix dated January 6, 1999 other than the Compound, which are licensed to, owned by and/ or developed by AVI (regardless of their stage of development) as provided herein. If AVI desires to sell, or grant any rights relating to, any such compound, AVI shall first notify SuperGen in writing, and shall provide to SuperGen a data package which shall consist of all material information relating to such compound in the possession or control of AVI at such time, and shall also provide any other information in its possession or control reasonably requested by SuperGen for the evaluation of the compound and the business opportunity. Within sixty (60) days after the receipt of the data package and such other information, SuperGen shall notify AVI whether it is interested in such compound. (b) If SuperGen notifies AVI that it is not interested in a particular compound, AVI shall have the right to commercialize such compound, by itself or with a Third Party, without restriction. (c) If SuperGen notifies AVI of SuperGen's interest, the Parties shall, in good faith, negotiate the terms of an agreement under which AVI shall grant such rights to SuperGen. If the Parties are unable to agree to the terms of such an agreement, after good faith negotiations, within sixty (60) days from AVI's receipt of such notice pursuant to this Article 2.6(c), then AVI shall be free to grant such rights to any Third Party, provided that AVI shall not enter into an agreement which grants any rights to such compound to any Third Party on terms which, taken as a whole, are more favorable to such Third Party than those offered to SuperGen, without first offering such terms to SuperGen. If AVI offers such terms to SuperGen, then SuperGen shall have thirty (30) days in which to notify AVI as to whether SuperGen accepts such terms. If SuperGen accepts such terms, then the Parties shall promptly enter into such agreement, granting such rights to SuperGen. (d) In licensing any compounds from Third Parties, AVI shall use its reasonable efforts to ensure that such compound can be offered to SuperGen in accordance with the provisions of this Article 2.6. (e) The Right to Additional Products (Article 2.6) can not be transferred or assigned to another Party without the written consent of AVI; provided, SuperGen may assign or transfer such rights without AVI's consent (a) to its Affiliates, and (b) to an entity that acquires all or substantially all of the business or assets of SuperGen to which this Agreement pertains, whether by merger, reorganization, acquisition, sale or otherwise.

RIGHTS TO ADDITIONAL PRODUCTS. (a) AVI SuperGen hereby grants to SuperGenAbbott, and SuperGen Abbott hereby accepts, a right of first discussion with respect to all oncology compounds (except those covered by the certain existing license agreement between AVI and Abgenix dated January 6pharmaceutical compounds, 1999 other than the Compound, which are licensed to, owned by and/ or developed by AVI SuperGen (regardless of their stage of development) as provided herein. If AVI SuperGen desires to sell, or grant any rights relating to, any such compound, AVI SuperGen shall first notify SuperGen Abbott in writing, and shall provide to SuperGen Abbott a data package which shall consist of all material information relating to such compound in the possession or control of AVI SuperGen at such time, and shall also provide any other information in its possession or control reasonably requested by SuperGen Abbott for the evaluation of the compound and the business opportunity. Within sixty ninety (6090) days after the receipt of the data package and such other information, SuperGen Abbott shall notify AVI SuperGen whether it is interested in such compound. (b) If Abbott notifies SuperGen notifies AVI that it is not interested in a particular compound, AVI shall have the right to commercialize such compound, SuperGen shall be free to grant the rights declined by itself or with a Abbott to any Third Party, Party without restriction, or may commercialize directly. (c) If Abbott notifies SuperGen notifies AVI of SuperGen's Xxxxxx'x interest, the Parties shall, in good faith, negotiate the terms of an agreement under which AVI SuperGen shall grant such rights to SuperGenAbbott. If the Parties are unable to agree to the terms of such an agreement, after good faith negotiations, within sixty ninety (6090) days from AVISuperGen's receipt of such notice pursuant to this Article 2.6(c), then AVI SuperGen shall be free to grant such rights to any Third Party, provided that AVI SuperGen shall not enter into an agreement which grants any rights to such compound to any Third Party on terms which, taken as a whole, are more favorable to such Third Party than those offered to SuperGenAbbott, without first offering such terms to SuperGenAbbott. If AVI SuperGen offers such terms to SuperGenAbbott, then SuperGen Xxxxxx shall have thirty (30) days in which to notify AVI SuperGen as to whether SuperGen Xxxxxx accepts such terms. If SuperGen Xxxxxx accepts such terms, then the Parties shall promptly enter into such agreement, granting such rights to SuperGenXxxxxx. (d) In licensing any compounds from Third Parties, AVI SuperGen shall use its reasonable efforts to ensure that such compound can be offered to SuperGen Xxxxxx in accordance with the provisions of this Article Section 2.6. (e) The Right to Additional Products (Article 2.6) can not be transferred or assigned to another Party without the written consent of AVI; provided, SuperGen may assign or transfer such rights without AVI's consent (a) to its Affiliates, and (b) to an entity that acquires all or substantially all of the business or assets of SuperGen to which this Agreement pertains, whether by merger, reorganization, acquisition, sale or otherwise.

RIGHTS TO ADDITIONAL PRODUCTS. (a) AVI SuperGen hereby grants to SuperGenAbbott, and SuperGen Abbott hereby accepts, a right of first discussion with respect to all oncology compounds (except those covered by the certain existing license agreement between AVI and Abgenix dated January 6pharmaceutical compounds, 1999 other than the Compound, which are licensed to, owned by and/ or developed by AVI SuperGen (regardless of their stage of development) as provided herein. If AVI SuperGen desires to sell, or grant any rights relating to, any such compound, AVI SuperGen shall first notify SuperGen Abbott in writing, and shall provide to SuperGen Abbott a data package which shall consist of all material information relating to such compound in the possession or control of AVI SuperGen at such time, and shall also provide any other information in its possession or control reasonably requested by SuperGen Abbott for the evaluation of the compound and the business opportunity. Within sixty ninety (6090) days after the receipt of the data package and such other information, SuperGen Abbott shall notify AVI SuperGen whether it is interested in such compound. (b) If Abbott notifies SuperGen notifies AVI that it is not interested in a particular compound, AVI shall have the right to commercialize such compound, SuperGen shall be free to grant the rights declined by itself or with a Abbott to any Third Party, Party without restriction, or may commercialize directly. (c) If Abbott notifies SuperGen notifies AVI of SuperGen's Xxxxxx'x interest, the Parties shall, in good faith, negotiate the terms of an agreement under which AVI SuperGen shall grant such rights to SuperGenAbbott. If the Parties are unable to agree to the terms of such an agreement, after good faith negotiations, within sixty ninety (6090) days from AVISuperGen's receipt of such notice pursuant to this Article 2.6(c), then AVI SuperGen shall be free to grant such rights to any Third Party, provided that AVI SuperGen shall not enter into an agreement which grants any rights to such compound to any Third Party on terms which, taken as a whole, are more favorable to such Third Party than those offered to SuperGenAbbott, without first offering such terms to SuperGenAbbott. If AVI SuperGen offers such terms to SuperGenAbbott, then SuperGen Abbott shall have thirty (30) days in which to notify AVI SuperGen as to whether SuperGen Abbott accepts such terms. If SuperGen Abbott accepts such terms, then the Parties shall promptly enter into such agreement, granting such rights to SuperGenAbbott. (d) In licensing any compounds from Third Parties, AVI SuperGen shall use its reasonable efforts to ensure that such compound can be offered to SuperGen Abbott in accordance with the provisions of this Article Section 2.6. (e) The Right to Additional Products (Article 2.6) can not be transferred or assigned to another Party without the written consent of AVI; provided, SuperGen may assign or transfer such rights without AVI's consent (a) to its Affiliates, and (b) to an entity that acquires all or substantially all of the business or assets of SuperGen to which this Agreement pertains, whether by merger, reorganization, acquisition, sale or otherwise.