The right of last refusal clause grants a party the opportunity to match any offer that another party is prepared to accept before a deal is finalized. This ensures that they have the final chance to secure the deal under the same terms offered by another potential buyer or partner.
Right of Last Refusal: KindredBio shall have a right of last refusal to manufacture [*] of Elanco’s other [*]products (to be agreed upon by the Parties in the Final License Agreement). The right of last refusal is subject to KindredBio’s manufacturing site having appropriate certifications and standards as required for the products at the time the offer is made and shall exclude any rights with respect to manufacture of any products where (a) Elanco manufactures themselves or (b) where the third party licensor of patents, pending patent applications, formulations, proprietary processes, methods, know-how or other intellectual property rights will also serve as the manufacturer of such product.
if H&P has provided (or is deemed to have provided) a Declination Notice, Tamboran may solicit offers and enter into negotiations with third parties regarding such Future Transaction on the same Future Transaction Terms (but Tamboran remains subject to the right of last refusal provisions as set out in Sections 3(e) and 3(f));
Right of Last Refusal means that prior to accepting any bona fide offer to enter into an agreement or arrangement for a Proposed Project, Nikola shall notify GNH in writing of the name of the third-party offeror and the proposed terms and conditions of such Proposed Project. GNH shall have the option (exercisable within thirty (30) days of receipt of such written notice) to lead such Proposed Project on the same terms and conditions as set forth in such notice. If GNH declines to exercise such option, but Nikola fails to execute a definitive agreement on the terms and conditions set forth in the notice within thirty (30) days, the Right of Last Refusal shall revive and apply to each and every further offer or offers received by Nikola with respect to such Proposed Project.
The Company also granted Astellas a right of first negotiation and a right of last refusal if it entered into any negotiation or agreement of any kind (other than an acquisition of all of the stock or assets of the Company) with any third party under which such third party would obtain the right to develop, manufacture, or commercialize Astellas Licensed Products in the United States.
Upon opting in, a portion of the Funds will be used to pay for development and commercialization costs of such product and Pfizer will thereafter have a right of first negotiation and right of last refusal to obtain the commercialization rights of such product in Greater China, in each instance for additional, separate financial consideration.
We also granted Astellas a right of first negotiation and a right of last refusal if we enter into any negotiation or agreement of any kind (other than an acquisition of all of our stock or assets) with any third party under which such third party would obtain the right to develop, manufacture, or commercialize Astellas licensed products in the United States.
If GTC does not enter into that agreement with the Third Person within such period, then SMIG’s right of last refusal will revest and shall pertain to subsequent offers received by GTC.
The Right of Last Refusal (RLR), also known as the “Last Look” right, is a contractual right that gives its holder the opportunity to enter into a business transaction with an entity before the entity is able to enter into that transaction with a third party. This provision ensures that the holder of the right is given the final offer to match or improve upon a bid or proposal from third parties. It is often seen in real estate agreements, supply contracts, and business partnerships.
The Right of Last Refusal should be used when:
When writing a Right of Last Refusal clause, consider the following key elements:
Identification of Parties: Clearly state who holds the Right of Last Refusal and which parties are obligated under this right.
Scope of Right: Define which transactions the right applies to (e.g., sale, lease, distribution deals).
Notification Process: Outline the process for notifying the holder about third-party offers, including timelines and the information that must be disclosed.
Response Timeframe: Specify the duration the holder has to decide whether or not to exercise the right.
Terms Matching: Describe how the holder can match the third-party offer and the steps to finalize the transaction.
Termination Conditions: Include conditions under which the Right of Last Refusal can be terminated or waived.
Example:
“The Grantor hereby grants to the Grantee the exclusive Right of Last Refusal to purchase the property described herein. Upon receiving a bona fide offer from a third party, the Grantor shall provide the Grantee with written notice of the offer, including all material terms. The Grantee shall have 30 days from receipt of such notice to exercise its right to purchase the property on the same terms, failing which, the Grantor may proceed with the third-party transaction.”
The Right of Last Refusal is commonly found in:
Real Estate Agreements: Such as those between buyers, sellers, and landlords to maintain priority in property transactions.
Licensing and Distribution Agreements: Where companies want to ensure they have the first opportunity to take on a new product line or service before others.
Partnership Agreements: To allow existing partners the chance to acquire a departing partner’s interest before outside parties.
Supply and Procurement Contracts: Ensuring that existing clients or suppliers have the first opportunity to continue or expand a deal under competitive terms before opening up to new entrants.
Try our AI contract analysis and extract important clauses and information from existing contracts.
< <
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The "Right of Reversion" clause refers to a contractual provision that allows property, rights, or interests to revert back to the original owner or grantor after certain conditions are met or upon the occurrence of specific events. This clause is often used in agreements to ensure that the original party retains future control over the asset if the terms of the agreement are not fulfilled or if certain triggers, like the expiration of a lease, come into effect.
The right of set-off is a contractual clause allowing one party to offset mutual debts with another party by deducting the owed amount against any obligations the other party has to them. This provision helps reduce the risk of default by enabling both parties to net out their liabilities and receivables.
The "Right to Audit" clause grants a party the ability to review and examine the financial records, systems, and practices of another party to ensure compliance with contractual terms and accuracy of financial reporting. This clause is often included to provide transparency and accountability, and to safeguard against fraud or mismanagement.
Fill out the form and we will get in touch with you to give you a personal, customized demo of fynk.
Greetings!
I'm Markus, co-founder of fynk. After you've submitted the form, I'll swiftly get in touch with you.
Also, right after you submit your details, you can pick a time that works best for you for our meeting.
