Step Five: Final Offer Decision Sample Clauses
The 'Step Five: Final Offer Decision' clause establishes the process by which a final decision is made between competing offers in a negotiation or dispute resolution context. Typically, this clause outlines that after prior negotiation steps have failed to produce agreement, each party submits their best and final offer for consideration. An appointed decision-maker, such as an arbitrator or panel, then selects one of the submitted offers in its entirety, rather than crafting a compromise. This approach encourages both parties to make reasonable proposals and expedites resolution by preventing prolonged bargaining or deadlock.
Step Five: Final Offer Decision. Licensee shall have *** from the date of receipt of the Final Offer from Bayer to notify Bayer whether Licensee accepts or rejects the Final Offer.
5.4.5.1 If Licensee accepts the Final Offer, then Licensee shall notify Bayer in writing of Licensee’s acceptance of the Final Offer. The First Offer Right Procedure shall automatically expire upon delivery of such written notice by Licensee and the Parties shall thereafter be obligated to conclude a definitive written agreement on the basis of the terms and conditions set forth in the Final Offer. The Parties shall further be obligated to utilize Commercially Reasonable Efforts to diligently conclude such a written agreement within *** after delivery to Bayer of Licensee’s written notification accepting the Final Offer.
5.4.5.2 Licensee shall only have the right to reject the Final Offer on the grounds that the Preferred Third Party Offer is Substantially Better than the Final Offer. If Licensee rejects the Final Offer on this basis, then Licensee shall notify Bayer of its rejection of the Final Offer in writing and the First Offer Right Procedure shall continue to “Step Six: Independent Audit”, as set forth in Section 5.4.6 below.