ROFN Negotiation Sample Clauses

ROFN Negotiation. If GSK delivers a Negotiation Notice to Mersana during the applicable [**] period as set forth in Section 4.6.1 (Negotiation Notice), then, for a period of [**] following the date of the receipt by Xxxxxxx of such Negotiation Notice (or such shorter or longer time as may be mutually agreed in writing by the Parties) (the “Negotiation Period”), the Parties shall negotiate exclusively and in good faith and on commercially reasonable terms concerning such New HER2 ADC Transaction and Mersana shall cooperate and provide all information reasonably requested by GSK (or customary to provide in connection with such transactions) to enable GSK to evaluate any such New HER2 ADC Transaction; provided, however, that (a) if (i) GSK does not deliver the Negotiation Notice prior to the expiration of the applicable [**] period as set forth in Section 4.6.1 (Negotiation Notice), (ii) at any time during such [**] period or the Negotiation Period, GSK notifies Xxxxxxx in writing that it does not wish to enter into such New HER2 ADC Transaction or (iii) the Parties do not execute a binding agreement with respect to such New HER2 ADC Product prior to the expiration of the Negotiation Period, as applicable, then, for a period of [**] thereafter, Mersana shall be permitted to (A) engage in discussions or negotiations with any Third Party regarding such New HER2 ADC Transaction and (B) enter into any agreement with any such Third Party with respect to such New HER2 ADC Transaction, with respect to such New HER2 ADC Transaction, in each case without any further obligations to GSK with respect thereto; provided that the terms and conditions of such Third Party agreement, taken as a whole, are not more favorable to such Third Party than the terms and conditions offered to GSK in the Trigger Notice or during the Negotiation Period, as applicable. Following the expiration of such [**] tail period, Mersana shall be permitted to enter into any agreement with any Third Party with respect to such New HER2 ADC Transaction and will not have any further obligations to GSK with respect thereto.
Sample 1
AutoNDA by SimpleDocs
ROFN Negotiation. If ETON elects to exercise its ROFN Right, the Parties shall commence a good-faith negotiation, on an exclusive basis, under the following terms and conditions.
Sample 1

Related to ROFN Negotiation

  • No Negotiation Until such time, if any, as this Agreement is terminated pursuant to Section 9, Sellers will not, and will cause each Acquired Company and each of their Representatives not to, directly or indirectly solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any Person (other than Buyer) relating to any transaction involving the sale of the business or assets (other than in the Ordinary Course of Business) of any Acquired Company, or any of the capital stock of any Acquired Company, or any merger, consolidation, business combination, or similar transaction involving any Acquired Company.

  • Joint Negotiation The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, the parties intend that this Agreement be construed as if drafted jointly by the parties and that no presumption or burden of proof arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

  • Good Faith Negotiation The Parties shall attempt in good faith to achieve consensus with respect to all matters arising under this Agreement and to use reasonable efforts through good faith discussion and negotiation to avoid and resolve disputes that could delay or impede a Party from receiving the benefits of this Agreement. These dispute resolution procedures apply to any dispute that arises from either Party’s performance of, or failure to perform, in compliance with this Agreement and which the Parties are unable to resolve prior to invocation of these procedures.

  • Exclusive Negotiations The State will not bargain collectively or meet with any employee organization other than MSEA-SEIU with reference to terms and conditions of employment of employees covered by this Agreement. If any such organizations request meetings they will be advised by the State to transmit their requests concerning terms and conditions of employment to MSEA-SEIU.

  • Right of Negotiation (i) If Voyager or any Affiliate, successor, assign thereof decides not to Exploit the Product for any reason, including any such decision by Voyager following a decision by a licensee of Voyager to abandon its rights under a license from Voyager, (which Voyager shall promptly notify DURECT in writing as soon as practicable but no later than thirty (30) days after such decision) or (ii) if DURECT shall have terminated the Agreement pursuant to Section 11.2(c)(ii), DURECT shall have a right of first negotiation to obtain from Voyager an exclusive license, with the right to sublicense, under the Voyager Patents and Project Information and Inventions, and the right to use all regulatory filings, Clinical Trial data and CMC data and all other intellectual property owned by Voyager, in each case to the extent solely related to the Product, and the right to cross-reference any and all regulatory filings with respect to the Product, solely for purposes of Exploiting the Product. No later than twenty (20) days after DURECT's receipt of notice from Voyager under (i) above or the effective date of termination under (ii) above, DURECT shall notify Voyager whether it wishes to exercise its right of first negotiation. If DURECT notifies Voyager that its wishes to exercise its right of first negotiation, then Voyager shall allow DURECT to conduct reasonable diligence including providing to DURECT all information as reasonably requested by DURECT, and the Parties shall negotiate in good faith a definitive agreement covering such license to DURECT for a period not to exceed 180 days from the date of DURECT's notice of exercise. In the event that the Parties have not executed a definitive agreement within such 180-day period, then Voyager shall have no further obligations to DURECT. Prior to the exhaustion of DURECT's right under this Section 8.7, Voyager may not offer nor negotiate with any third Person any license or assignment of subject matter covered by this right of negotiation.

  • Prior Negotiations This Agreement supersedes all prior negotiations with respect to the subject matter hereof.

  • Mutual Negotiations This Agreement and the other Transaction Documents are the product of mutual negotiations by the parties thereto and their counsel, and no party shall be deemed the draftsperson of this Agreement or any other Transaction Document or any provision hereof or thereof or to have provided the same. Accordingly, in the event of any inconsistency or ambiguity of any provision of this Agreement or any other Transaction Document, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.

Time is Money Join Law Insider Premium to draft better contracts faster.