The "Right of First Negotiation" clause requires a party to engage in good faith discussions with a specified party before negotiating with others, typically regarding a sale or partnership. This clause ensures the specified party has a preliminary opportunity to negotiate terms before the deal is offered externally.
Right of First Negotiation. (a) FibroBiologics’ Right of First Negotiation. At any time prior to the fifth anniversary of the date of this Agreement, if SpinalCyte or any subsidiary of SpinalCyte (i) decides to start a process to sell or otherwise transfer or license to a third party any of the intellectual property of SpinalCyte, or (ii) receives an offer from a third party to buy any of the intellectual property of FibroBiologics then within three business days, SpinalCyte shall provide FibroBiologics with written notice (a “Transfer Notice”) that either (A) it intends to start or effect such sale, transfer or license, or (B) it is in receipt of such offer.
Offer Notice. To exercise its Right of First Negotiation under this Section 1.1, FibroBiologics must deliver a written notice of its intent to negotiate to SpinalCyte (the “ROFN Notice”) within ten business days of receiving a Transfer Notice written notice of the transfer or license. Upon receipt of the ROFN Notice, subject to Section 1.1(d), SpinalCyte shall for a period of thirty days, provide FibroBiologics with reasonable access to the management team of SpinalCyte and such information as FibroBiologics may reasonably request to negotiate on an exclusive basis the terms of a potential transfer or license of the intellectual property to FibroBiologics.
The term “Purchaser Right of First Negotiation” means that if, Seller desires to develop and/or produce any Subsequent Production, then Seller shall by written notice notify Purchaser of such desire and immediately thereafter negotiate in good faith exclusively with Purchaser with respect to the Purchaser Subsequent Production Attachment (on terms to be negotiated in good faith in accordance with customary industry standards for comparable projects), and if, after the expiration of 30 days following such notice from Seller ( to Purchaser, no agreement has been reached, or if Purchaser elects not to render said services, Purchaser shall have no further rights, and Seller shall have no further obligations to Purchaser pertaining to such Subsequent Production pursuant to this Agreement. The Purchaser Right of First Negotiation shall be a rolling right provided, that Purchaser has been engaged as the production company of record on immediately preceding Subsequent Production of the Seller Retained Project.
Seller Right of First Negotiation for AVOD/FAST Rights: In the event Purchaser develops, finances, and/or produces any Seller Attached Projects, Purchased Projects and/or any derivative project thereto (e.g., spinoff, remake, sequel, prequel, television series, etc.) (each, a “Seller Attached Projects Production”), then solely to the extent Purchaser does not enter into an “all rights” sale or license of the worldwide distribution rights to such Seller Attached Products Production solely with Netflix, AmazonPrime, Hulu, , HBO+, or Disney+), Seller shall have the Seller Right of First Negotiation (defined below) to acquire the “AVOD” and “FAST” (as such are defined below) window and rights to reproduce, display, transmit, distribute, promote and otherwise exploit each Seller Attached Projects Production through advertiser supported video on demand (“AVOD”) and streaming via free advertiser supported television (“FAST”). Such AVOD/FAST distribution agreements (“AVOD/FAST Distribution Agreement”) shall provide, without limitation, that Purchaser shall be granted an exclusive AVOD/FAST window (which window for clarity shall include premiere rights or a premiere window) and that Seller shall pay Purchaser fifty percent (50%) of one hundred percent (100%) of the “Net Revenues” as defined below for such exploitations. “Gross Receipts” means all gross monies or other consideration received by or credited to or for the benefit of the distribution entity, currently Screen Media Ventures, LLC (“Screen Media”) and/or its in connection with the exploitation of each Seller Attached Projects Production, including without limitation from the sale of advertising inventory. “Net Revenues” shall mean all Gross Receipts less only all direct actual, out of pocket expenses actually paid in connection with the exploitation of such Seller Attached Projects Production, including, without limitation, hosting fees, platforms fees, ad serving fees, promotional and advertising expenses, and sales commission, to the extent customarily treated as distribution expenses under customary accounting procedures in the entertainment industry. In the event Purchaser enters into an “all rights” license as described above, upon the expiration of the term of such license the Seller Right of First Negotiation shall apply, unless Seller enters into an extension of the then-current license.
(i) The term “Seller Right of First Negotiation” means that if, Purchaser desires to sell/license or otherwise exploit a Seller Attached Projects Production, then Purchaser shall by written notice notify Seller of such desire and immediately thereafter negotiate in good faith exclusively with Seller with respect to the licensing rights to the Seller Attached Projects Production as set forth above, and if, after the expiration of sixty (60) days following such notice from Purchaser to Seller, no agreement has been reached, or if Seller elects not to license such rights, Seller shall have no further rights, and Purchaser shall have no further obligations to Seller, pertaining to such Seller Attached Projects Production pursuant to this Agreement, except as set forth in Paragraph 4(b) below.
Subject to a right of first negotiation granted to Zydus to acquire rights to the Drug Candidate world-wide outside of the Zydus Territory (the “XOMA Territory”), which expires 180 days following the completion of the Drug Candidate’s first Phase 2 clinical study, the Company retains the rights to develop and commercialize the Drug Candidate in the XOMA Territory itself or through one or more third party sublicensees. The Company’s development and commercialization of the Drug Candidate in the XOMA Territory would be subject to the payment of low to mid teen-digit royalties to Zydus on the aggregate net sales of the Drug Candidate, or sharing with Zydus revenue received from third party sublicensees.
Unless earlier terminated, the Agreement will remain in effect until the expiration of all payment obligations by either party with respect to the Drug Candidate. The Agreement may be terminated (i) by mutual agreement, (ii) by either party for the other party’s uncured material breach, bankruptcy or competitive change of control, (iii) by Zydus prior to expiration of its right of first negotiation due to safety or technical infeasibility or (iv) by Zydus following expiration of its right of first negotiation for convenience upon 90 days prior notice if prior to the first commercial sale of the Drug Candidate in the Zydus Territory or upon 180 days prior notice if after such first commercial sale.
Right of First Negotiation. Licensor shall have an exclusive right of first negotiation during the ROFN Period to acquire development and commercial rights to AN659 Products as provided in this Section 2.
We are providing Arena a right of first negotiation, for a specified period of time following the date of the Second Amendment, to acquire certain development and commercial rights to LP659 products subject to Arena and we mutually agreeing on terms. This right of first negotiation is triggered by our announcing Phase 2 clinical results relating to an LP659 product for an indication that was not in the original field of the license or if we otherwise intend to commence discussions or negotiations to license or partner rights to LP659 in such field.
Right of First Negotiation. Rani grants to Celltrion an exclusive right of first negotiation (“ROFN”) for the clinical development and commercialization of Product worldwide. Following completion of the first Phase 1 Trial of Product that meets its primary endpoint(s), Rani will provide to Celltrion a data package consisting of topline safety information, pharmacokinetic results and device performance, and the raw data (e.g., excel, SAS file, etc.) related to topline results, from such Phase 1 Trial (the “Phase 1 Data”). Celltrion will have thirty (30) days from delivery of the Phase 1 Data (the “ROFN Exercise Period”) to exercise its ROFN by giving Rani written notice thereof (a “ROFN Exercise Notice”), which will specify the country(ies) with respect to which the ROFN is being exercised (the “ROFN Territory”). Prior to and during the ROFN Exercise Period and, if the ROFN is validly exercised, during the ROFN Negotiation Period, Rani will not negotiate with Third Parties with respect to a license to commercialize Product and will not provide to Third Parties confidential information about Product for such purpose.
The Company respectfully advises the Staff that the ROFN Agreement was made in the ordinary course of business and it is not substantially dependent on the ROFN Agreement. As part of the Company’s licensing model, the Company seeks to enter into various licensing agreements, including any related right of first negotiation agreement similar to the ROFN Agreement, with multiple medical imaging device manufacturers.
Such termination also includes termination of the right of first negotiation and the exclusivity right granted to BMS thereunder.
RIGHT OF FIRST NEGOTIATION. For a period commencing on the Effective Data and terminating upon the earlier of (a) the [***] anniversary of an initial closing set forth in the Stock Purchase Agreement of the same date hereof between Maruho, Upstream and other investors on share purchase of Upstream; or (b) the occurrence of a merger and acquisition of Upstream by a third party, neither Upstream nor its Affiliates shall enter into any agreement with a third party (or engage in negotiations thereof), directly or indirectly (whether by contract, at law or otherwise), to sell, assign or otherwise transfer any or all of Upstream’s asset relating to the Product in the event of an actual liquidation of Upstream, except deemed liquidation events such as a merger and acquisition by third parties, without first giving to Maruho express written notice thereof, and Upstream hereby grants to Maruho the right to first negotiate to purchase all such asset of Upstream in such event. If, within [***] after receipt of such written notice from Upstream, Maruho gives written notice to Maruho of its exercise of such right of first negotiation, then the parties shall negotiate in good faith, for a period not to exceed [***], and attempt to reach mutual agreement regarding terms and conditions of a mutually acceptable agreement to sell, assign or otherwise transfer such asset relating to the Product. If Maruho fails to timely give Upstream written notice of its exercise of such right of first negotiation, or if the parties fail to timely reach mutual agreement and enter into a written agreement to sell, assign or otherwise transfer such rights under this Agreement prior to the expiration of such [***] period, thereafter Upstream shall have the right to reach mutual agreement and enter into an agreement with any third party to sell, assign or otherwise transfer such rights under this Agreement, provided that the terms and conditions of such agreement are not more favorable to such third party than the terms and conditions last offered by Maruho to Upstream (taken as a whole). Any purported sale, assignment or other transfer in violation of this Section shall be void.
A Right of First Negotiation is a contractual provision that grants a party the opportunity to negotiate terms before the agreement or offering is made available to others. This right obligates one party to negotiate terms with another before considering any external offers. It is often used to maintain preferential treatment in a business relationship without guaranteeing a final agreement.
You should consider using a Right of First Negotiation in the following scenarios:
When drafting a Right of First Negotiation clause, consider addressing the following elements:
Example of a Right of First Negotiation clause:
“The Seller hereby grants the Buyer a Right of First Negotiation with respect to the sale of the Property. The Seller agrees to notify the Buyer in writing of any intention to sell, after which the Buyer shall have 30 days to negotiate a purchase agreement with the Seller in good faith. If no agreement is reached within this period, the Seller may pursue negotiations with other parties.”
Right of First Negotiation clauses commonly appear in the following contracts:
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A "Right of First Offer to Purchase" clause grants a party the initial opportunity to negotiate the purchase of a specified asset before the owner offers it to third parties. If the parties cannot agree on terms, the owner is then free to seek other buyers.
The "Right of First Offer" clause grants a party the opportunity to make an initial offer on an asset or business interest before the owner offers it to third parties. This ensures the holder of the right can negotiate terms without external competition, potentially securing a favorable deal.
The "Right of First Refusal to Lease" clause grants an individual or entity the first opportunity to lease a property before the owner can offer it to other potential tenants. This provision ensures the holder has the priority to either accept the lease terms or waive the opportunity, allowing the owner to proceed with other parties.
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