Solicitation by Company. (a) Company and its Affiliates shall, and shall cause their representatives to, immediately cease and cause to be terminated any discussions, activities or negotiations with any Person (other than an Interested Person) that may be ongoing with respect to a Proposal (including terminating access to any physical or electronic data rooms relating to a possible Proposal) and, if applicable, shall request each Person that has heretofore executed a confidentiality agreement in connection with a possible Proposal to have returned to Company or destroyed any confidential information that has been provided to any Person in any such discussions or negotiations occurring in the *** prior to the Execution Date. From and after the date hereof until the termination of this Agreement pursuant to Article 14, Company and its Affiliates shall not, and shall cause their representatives not to, directly or indirectly, (i) solicit, initiate or encourage, including by way of continuing to provide access to non-public information, or take any other action to facilitate, any inquiry in connection with or the making of any proposal from any Person that constitutes, or may reasonably be expected to lead to, a Proposal, (ii) enter into, explore, maintain, participate in or continue any discussion or negotiation with any Person (other than Licensee or any of its representatives, as applicable) regarding a Proposal, or furnish to any Person (other than Licensee or any of its representatives, as applicable) any information or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person (other than Licensee or its representatives, as applicable) to make or effect a Proposal or (iii) enter into any agreement, arrangement or understanding with respect to, or otherwise endorse, any Proposal; provided, however, that from and after the date hereof and continuing until 11:59 p.m. New York City time on February 19, 2017 (the “No-Shop Start Date”), nothing contained in this Section 11.6 shall prohibit Company (acting under the direction of the Transaction Committee), its Affiliates and its representatives from directly or indirectly: (i) soliciting, initiating and encouraging Proposals from the Interested Parties, including by way of continuing to provide access to non-public information to such Interested Parties (provided that Company shall concurrently provide or make available to Licensee any non-public information concerning Company that is provided or made available to any Person given such access which was not previously provided or made available to Licensee); and (ii) participating in discussions or negotiations with respect to Proposals from Interested Parties or otherwise cooperating with or assisting or participating in, or facilitating any such discussions or negotiations. Notwithstanding the foregoing, Company shall not be permitted to provide this Agreement and any materials related thereto (including term sheets and other materials and communications prepared, used or made by the Parties during the negotiations leading to this Agreement, but excluding any information pertaining to Company), or any materials, proposals, counter-proposals or communications prepared, used or made following the Execution Date relating to any adjustment to the terms of this Agreement, to any Person. (b) If, prior to the No-Shop Start Date, Company receives a Proposal that did not result from a breach by Company of Section 11.6(a), that is fully documented and only requires the countersignature of Company and that the Transaction Committee and the Company Board has determined in good faith constitutes a Superior Proposal, then Company shall provide the terms of such Superior Proposal, including a copy of all proposed agreements relating to such Proposal without any redactions, to Licensee and Licensee shall have a period of *** following the time it has received of all such materials (the “Match Period”) to provide a counter-proposal to Company reflecting terms that are at least as favorable to Company from a financial point of view as compared to the financial terms set forth in such Proposal such that such Proposal no longer constitutes a Superior Proposal. (For the avoidance of doubt, ***.) Any amendment or modification to such Proposal shall be deemed to be a new Proposal for purposes of this Section 11.6(b), and Company shall comply with the provisions of this Section 11.6(b) with respect thereto. In the event that Licensee provides a counter-proposal to Company reflecting terms that are at least as favorable to Company from a financial point of view than the terms set forth in a Proposal such that such Proposal no longer constitutes a Superior Proposal, Company may no longer (i) consider any Proposals or (ii) terminate this Agreement pursuant to Section 14.3(b). Company may only provide the notice provided in the first sentence of this paragraph one time, and after providing such notice may not provide notice with respect to any other Proposals nor terminate the Agreement with respect to such any other Proposals. Following the No-Shop Start CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH THREE ASTERISKS (***), HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Date, Company shall, and shall cause its Affiliates and representatives to, (x) terminate all discussions and negotiations with any Interested Person relating to a Proposal or Possible Proposal and (y) within *** (***) Business Days request each Person who submitted a Proposal to return or destroy any information furnished by Company to such Person in any discussions or negotiations occurring in the twelve (12) month period prior to the No-Shop Start Date. (c) in the event that ***, subject to its confidentiality obligations with such party, Company must notify Licensee within ***, including providing *** relating to such ***, and thereafter keep *** about the status of *** with respect to such ***. Company shall use *** to amend the terms of its then *** with such party in order to permit the ***. Prior to entering into any agreement relating to a ***, Company shall provide Licensee at least *** shall include a copy of ***. Any amendment or modification to a *** shall be deemed to be a *** for purposes of this Section 11.6(c), and Company shall comply with the provisions of this Section 11.6(c) with respect thereto.
Appears in 2 contracts
Samples: Development and License Agreement (Immunomedics Inc), Development and License Agreement (Immunomedics Inc)
Solicitation by Company. (a) Company and its Affiliates shall, and shall cause their representatives to, immediately cease and cause to be terminated any discussions, activities or negotiations with any Person (other than an Interested Person) that may be ongoing with respect to a Proposal (including terminating access to any physical or electronic data rooms relating to a possible Proposal) and, if applicable, shall request each Person that has heretofore executed a confidentiality agreement in connection with a possible Proposal to have returned to Company or destroyed any confidential information that has been provided to any Person in any such discussions or negotiations occurring in the *** prior to the Execution Date. From and after the date hereof until the termination of this Agreement pursuant to Article 14, Company and its Affiliates shall not, and shall cause their representatives not to, directly or indirectly, (i) solicit, initiate or encourage, including by way of continuing to provide access to non-public information, or take any other action to facilitate, any inquiry in connection with or the making of any proposal from any Person that constitutes, or may reasonably be expected to lead to, a Proposal, (ii) enter into, explore, maintain, participate in or continue any discussion or negotiation with any Person (other than Licensee or any of its representatives, as applicable) regarding a Proposal, or furnish to any Person (other than Licensee or any of its representatives, as applicable) any information or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person (other than Licensee or its representatives, as applicable) to make or effect a Proposal or (iii) enter into any agreement, arrangement or understanding with respect to, or otherwise endorse, any Proposal; provided, however, that from and after the date hereof and continuing until 11:59 p.m. New York City time on February 19, 2017 (the “No-Shop Start Date”), nothing contained in this Section 11.6 shall prohibit Company (acting under the direction of the Transaction Committee), its Affiliates and its representatives from directly or indirectly: (i) soliciting, initiating and encouraging Proposals from the Interested Parties, including by way of continuing to provide access to non-public information to such Interested Parties (provided that Company shall concurrently provide or make available to Licensee any non-public information concerning Company that is provided or made available to any Person given such access which was not previously provided or made available to Licensee); and (ii) participating in discussions or negotiations with respect to Proposals from Interested Parties or otherwise cooperating with or assisting or participating in, or facilitating any such discussions or negotiations. Notwithstanding the foregoing, Company shall not be permitted to provide this Agreement and any materials related thereto (including term sheets and other materials and communications prepared, used or made by the Parties during the negotiations leading to this Agreement, but excluding any information pertaining to Company), or any materials, proposals, counter-proposals or communications prepared, used or made following the Execution Date relating to any adjustment to the terms of this Agreement, to any Person.
(b) If, prior to the No-Shop Start Date, Company receives a Proposal that did not result from a breach by Company of Section 11.6(a), that is fully documented and only requires the countersignature of Company and that the Transaction Committee and the Company Board has determined in good faith constitutes a Superior Proposal, then Company shall provide the terms of such Superior Proposal, including a copy of all proposed agreements relating to such Proposal without any redactions, to Licensee and Licensee shall have a period of *** following the time it has received of all such materials (the “Match Period”) to provide a counter-proposal to Company reflecting terms that are at least as favorable to Company from a financial point of view as compared to the financial terms set forth in such Proposal such that such Proposal no longer constitutes a Superior Proposal. (For the avoidance of doubt, ***.) Any amendment or modification to such Proposal shall be deemed to be a new Proposal for purposes of this Section 11.6(b), and Company shall comply with the provisions of this Section 11.6(b) with respect thereto. In the event that Licensee provides a counter-proposal to Company reflecting terms that are at least as favorable to Company from a financial point of view than the terms set forth in a Proposal such that such Proposal no longer constitutes a Superior Proposal, Company may no longer (i) consider any Proposals or (ii) terminate this Agreement pursuant to Section 14.3(b). Company may only provide the notice provided in the first sentence of this paragraph one time, and after providing such notice may not provide notice with respect to any other Proposals nor terminate the Agreement with respect to such any other Proposals. Following the No-Shop Start CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH THREE ASTERISKS (***), HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Date, Company shall, and shall cause its Affiliates and representatives to, (x) terminate all discussions and negotiations with any Interested Person relating to a Proposal or Possible Proposal and (y) within *** (***) Business Days request each Person who submitted a Proposal to return or destroy any information furnished by Company to such Person in any discussions or negotiations occurring in the twelve (12) month period prior to the No-Shop Start Date.
(c) in the event that ***, subject to its confidentiality obligations with such party, Company must notify Licensee within ***, including providing *** relating to such ***, and thereafter keep *** about the status of *** with respect to such ***. Company shall use *** to amend the terms of its then *** with such party in order to permit the ***. Prior to entering into any agreement relating to a ***, Company shall provide Licensee at least *** shall include a copy of ***. Any amendment or modification to a *** shall be deemed to be a *** for purposes of this Section 11.6(c), and Company shall comply with the provisions of this Section 11.6(c) with respect thereto.
Appears in 1 contract
Samples: Development and License Agreement (Immunomedics Inc)
Solicitation by Company. (a) Company and its Affiliates shall, and shall cause their representatives to, immediately cease and cause to be terminated any discussions, activities or negotiations with any Person (other than an Interested Person) that may be ongoing with respect to a Proposal (including terminating access to any physical or electronic data rooms relating to a possible Proposal) and, if applicable, shall request each Person that has heretofore executed a confidentiality agreement in connection with a possible Proposal to have returned to Company or destroyed any confidential information that has been provided to any Person in any such discussions or negotiations occurring in the **[ * ] prior to the Execution Date. From and after the date hereof until the termination of this Agreement pursuant to Article 14, Company and its Affiliates shall not, and shall cause their representatives not to, directly or indirectly, (i) solicit, initiate or encourage, including by way of continuing to provide access to non-public information, or take any other action to facilitate, any inquiry in connection with or the making of any proposal from any Person that constitutes, or may reasonably be expected to lead to, a Proposal, (ii) enter into, explore, maintain, participate in or continue any discussion or negotiation with any Person (other than Licensee or any of its representatives, as applicable) regarding a Proposal, or furnish to any Person (other than Licensee or any of its representatives, as applicable) any information or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person (other than Licensee or its representatives, as applicable) to make or effect a Proposal or (iii) enter into any agreement, arrangement or understanding with respect to, or otherwise endorse, any Proposal; provided, however, that from and after the date hereof and continuing until 11:59 p.m. New York City time on February 19, 2017 (the “No-Shop Start Date”), nothing contained in this Section 11.6 shall prohibit Company (acting under the direction of the Transaction Committee), its Affiliates and its representatives from directly or indirectly: (i) soliciting, initiating and encouraging Proposals from the Interested Parties, including by way of continuing to provide access to non-public information to such Interested Parties (provided that Company shall concurrently provide or make available to Licensee any non-public information concerning Company that is provided or made available to any Person given such access which was not previously provided or made available to Licensee); and (ii) participating in discussions or negotiations with respect to Proposals from Interested Parties or otherwise cooperating with or assisting or participating in, or facilitating any such discussions or negotiations. Notwithstanding the foregoing, Company shall not be permitted to provide this Agreement and any materials related thereto (including term sheets and other materials and communications prepared, used or made by the Parties during the negotiations leading to this Agreement, but excluding any information pertaining to Company), or any materials, proposals, counter-proposals or communications prepared, used or made following the Execution Date relating to any adjustment to the terms of this Agreement, to any Person.
(b) If, prior to the No-Shop Start Date, Company receives a Proposal that did not result from a breach by Company of Section 11.6(a), that is fully documented and only requires the countersignature of Company and that the Transaction Committee and the Company Board has determined in good faith constitutes a Superior Proposal, then Company shall provide the terms of such Superior Proposal, including a copy of all proposed agreements relating to such Proposal without any redactions, to Licensee and Licensee shall have a period of **[ * ] following the time it has received of all such materials (the “Match Period”) to provide a counter-proposal to Company reflecting terms that are at least as favorable to Company from a financial point of view as compared to the financial terms set forth in such Proposal such that such Proposal no longer constitutes a Superior Proposal. (For the avoidance of doubt, ***[ * ].) Any amendment or modification to such Proposal shall be deemed to be a new Proposal for purposes of this Section 11.6(b), and Company shall comply with the provisions of this Section 11.6(b) with respect thereto. In the event that Licensee provides a counter-proposal to Company reflecting terms that are at least as favorable to Company from a financial point of view than the terms set forth in a Proposal such that such Proposal no longer constitutes a Superior Proposal, Company may no longer (i) consider any Proposals or (ii) terminate this Agreement pursuant to Section 14.3(b). Company may only provide the notice provided in the first sentence of this paragraph one time, and after providing such notice may not provide notice with respect to any other Proposals nor terminate the Agreement with respect to such any other Proposals. Following the No-Shop Start CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH THREE ASTERISKS (***), HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Date, Company shall, and shall cause its Affiliates and representatives to, (x) terminate all discussions and negotiations with any Interested Person relating to a Proposal or Possible Proposal and (y) within **[ * (***) ] Business Days request each Person who submitted a Proposal to return or destroy any information furnished by Company to such Person in any discussions or negotiations occurring in the twelve (12) month period prior to the No-Shop Start Date.
(c) [ * ], in the event that ***[ * ], subject to its confidentiality obligations with such party, Company must notify Licensee within ***[ * ], including providing **[ * ] relating to such ***[ * ], and thereafter keep **[ * ] about the status of **[ * ] with respect to such ***[ * ]. Company shall use **[ * ] to amend the terms of its then **[ * ] with such party in order to permit the ***[ * ]. Prior to entering into any agreement relating to a ***[ * ], Company shall provide Licensee at least **[ * ] shall include a copy of ***[ * ]. Any amendment or modification to a **[ * ] shall be deemed to be a **[ * ] for purposes of this Section 11.6(c), and Company shall comply with the provisions of this Section 11.6(c) with respect thereto.
Appears in 1 contract
Samples: Development and License Agreement (Seattle Genetics Inc /Wa)
Solicitation by Company. (a) Company and its Affiliates shall, and shall cause their representatives to, immediately cease and cause to be terminated any discussions, activities or negotiations with any Person (other than an Interested Person) that may be ongoing with respect to a Proposal (including terminating access to any physical or electronic data rooms relating to a possible Proposal) and, if applicable, shall request each Person that has heretofore executed a confidentiality agreement in connection with a possible Proposal to have returned to Company or destroyed any confidential information that has been provided to any Person in any such discussions or negotiations occurring in the [*** ] prior to the Execution Date. From and after the date hereof until the termination of this Agreement pursuant to Article 14, Company and its Affiliates shall not, and shall cause their representatives not to, directly or indirectly, (i) solicit, initiate or encourage, including by way of continuing to provide access to non-public information, or take any other action to facilitate, any inquiry in connection with or the making of any proposal from any Person that constitutes, or may reasonably be expected to lead to, a Proposal, (ii) enter into, explore, maintain, participate in or continue any discussion or negotiation with any Person (other than Licensee or any of its representatives, as applicable) regarding a Proposal, or furnish to any Person (other than Licensee or any of its representatives, as applicable) any information or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person (other than Licensee or its representatives, as applicable) to make or effect a Proposal or (iii) enter into any agreement, arrangement or understanding with respect to, or otherwise endorse, any Proposal; provided, however, that from and after the date hereof and continuing until 11:59 p.m. New York City time on February 19, 2017 (the “No-Shop Start Date”), nothing contained in this Section 11.6 shall prohibit Company (acting under the direction of the Transaction Committee), its Affiliates and its representatives from directly or indirectly: (i) soliciting, initiating and encouraging Proposals from the Interested Parties, including by way of continuing to provide access to non-public information to such Interested Parties (provided that Company shall concurrently provide or make available to Licensee any non-public information concerning Company that is provided or made available to any Person given such access which was not previously provided or made available to Licensee); and (ii) participating in discussions or negotiations with respect to Proposals from Interested Parties or otherwise cooperating with or assisting or participating in, or facilitating any such discussions or negotiations. Notwithstanding the foregoing, Company shall not be permitted to provide this Agreement and any materials related thereto (including term sheets and other materials and communications prepared, used or made by the Parties during the negotiations leading to this Agreement, but excluding any information pertaining to Company), or any materials, proposals, counter-proposals or communications prepared, used or made following the Execution Date relating to any adjustment to the terms of this Agreement, to any Person.
(b) If, prior to the No-Shop Start Date, Company receives a Proposal that did not result from a breach by Company of Section 11.6(a), that is fully documented and only requires the countersignature of Company and that the Transaction Committee and the Company Board has determined in good faith constitutes a Superior Proposal, then Company shall provide the terms of such Superior Proposal, including a copy of all proposed agreements relating to such Proposal without any redactions, to Licensee and Licensee shall have a period of [*** ] following the time it has received of all such materials (the “Match Period”) to provide a counter-proposal to Company reflecting terms that are at least as favorable to Company from a financial point of view as compared to the financial terms set forth in such Proposal such that such Proposal no longer constitutes a Superior Proposal. (For the avoidance of doubt, [***].) Any amendment or modification to such Proposal shall be deemed to be a new Proposal for purposes of this Section 11.6(b), and Company shall comply with the provisions of this Section 11.6(b) with respect thereto. In the event that Licensee provides a counter-proposal to Company reflecting terms that are at least as favorable to Company from a financial point of view than the terms set forth in a Proposal such that such Proposal no longer constitutes a Superior Proposal, Company may no longer (i) consider any Proposals or (ii) terminate this Agreement pursuant to Section 14.3(b). Company may only provide the notice provided in the first sentence of this paragraph one time, and after providing such notice may not provide notice with respect to any other Proposals nor terminate the Agreement with respect to such any other Proposals. Following the No-Shop Start CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH THREE ASTERISKS (***), HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Date, Company shall, and shall cause its Affiliates and representatives to, (x) terminate all discussions and negotiations with any Interested Person relating to a Proposal or Possible Proposal and (y) within [*** (***) ] Business Days request each Person who submitted a Proposal to return or destroy any information furnished by Company to such Person in any discussions or negotiations occurring in the twelve (12) month period prior to the No-Shop Start Date.
(c) [*], in the event that [***], subject to its confidentiality obligations with such party, Company must notify Licensee within [***], including providing [*** ] relating to such [***], and thereafter keep [*** ] about the status of [*** ] with respect to such [***]. Company shall use [*** ] to amend the terms of its then [*** ] with such party in order to permit the [***]. Prior to entering into any agreement relating to a [***], Company shall provide Licensee at least [*** ] shall include a copy of [***]. Any amendment or modification to a [*** ] shall be deemed to be a [*** ] for purposes of this Section 11.6(c), and Company shall comply with the provisions of this Section 11.6(c) with respect thereto.
Appears in 1 contract
Samples: Development and License Agreement (Seattle Genetics Inc /Wa)