{'index': 9, 'text': '2. Right of First Negotiation. SutroVax shall notify Lonza in writing the first time SutroVax desires to engage in bona fide term sheet discussions for the engagement of a third party contract manufacturer who is not an acquiror, affiliate or sublicensee of SutroVax (“Third Party Contract Manufacturer”) to provide manufacturing services to SutroVax for the commercial supply of SVX-24 (the “Commercial Services”). The parties agree that Lonza shall have a one-time right of first negotiation for the provision of such Commercial Services, provided that Lonza can manufacture SVX-24 with acceptable quality, at an appropriate scale to meet anticipated capacity requirements, at a price acceptable to the parties and in a time frame that allows SutroVax to meet its corporate objectives. Lonza shall provide SutroVax with written notification of its interest to provide Commercial Services, together with a proposal for such Commercial Services (together with timeline, facility and pricing), within [***] days after receiving such notification (the “Commercial Proposal”). After receiving such Commercial Proposal and so long as such Commercial Proposal provides [***], SutroVax and Lonza will negotiate in good faith the terms and conditions for Lonza to provide such Commercial Services to SutroVax. In the event Lonza does not provide SutroVax with its interest and such Commercial Proposal within such [***]-day period, or in the event Lonza provides SutroVax such Commercial Proposal but SutroVax and Lonza, despite negotiations in good faith for a period of [***] days, do not enter into a services agreement governing the terms and conditions for such Commercial Services (“Commercial Agreement”), SutroVax shall have the right to enter into an agreement with any other Third Party Contract Manufacturer for the provision of Commercial Services by such Third Party Contract Manufacturer, without further obligation to Lonza under this Paragraph 2.', 'document_name': 'EX-10.17 18 d802328dex1017.htm EX-10.17'}
Does the clause grant one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?

Clause: In the event Moelis Holdings proposes to undertake an issuance of Additional Units to which clause (x) of Section 12.2(a) applies, it shall give SMBC written notice of its intention describing the price and terms upon which Moelis Holdings proposes to issue the same.
Label: Yes

Clause: Upon termination of this Agreement by Pretzel Time in accordance with its terms and conditions or by Franchisee without cause or upon expiration of this Agreement (unless the franchise has been renewed), Pretzel Time, its Affiliates or its assignee shall have the option (not the obligation), exercisable by giving written notice thereof within sixty (60) days from the date of such expiration or termination, to acquire from Franchisee all the assets in the Unit including the equipment, furnishings, signs, leasehold improvements, usable inventory of Products, materials, supplies and other tangible assets of the Unit and an assignment of the lease for the Unit.
Label: Yes

Clause: Any material change in the terms of an offer before closing will make it a new offer, revoking any previous approval or previously made election to purchase and giving us a new right of first refusal effective as of the day we receive formal notice of a material change in the terms.
Label: Yes

Clause: This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, excluding its conflict-of-laws rules.
Label: No

Clause: In the event of a Supply Failure, Miltenyi shall grant Bellicum's Second-Source Supplier a limited, non-exclusive, non-transferable, one-site production license, without the right to sublicense, under Miltenyi's Intellectual Property Rights solely to the extent reasonably necessary to manufacture the Affected Miltenyi Product for the Permitted Use by Bellicum at Bellicum's cost.
Label: No

Clause: In addition, if Neoforma sells Advertising to a third party on the Neoforma Sites independently from VerticalNet and if Neoforma previously rejected Advertising by such party when proposed by VerticalNet pursuant to Section 7.1.3 [ADVERTISEMENTS ON THE NEOFORMA SITE], or terminated without cause a prior agreement with such third party that had resulted from such a proposal by VerticalNet, then Neoforma shall pay [*] of the Net Advertising Revenue resulting from such Advertising during the Term to VerticalNet.
Label: No

Clause: {{text}}
Label:
Does the clause grant one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?
Clause: 2. Right of First Negotiation. SutroVax shall notify Lonza in writing the first time SutroVax desires to engage in bona fide term sheet discussions for the engagement of a third party contract manufacturer who is not an acquiror, affiliate or sublicensee of SutroVax (“Third Party Contract Manufacturer”) to provide manufacturing services to SutroVax for the commercial supply of SVX-24 (the “Commercial Services”). The parties agree that Lonza shall have a one-time right of first negotiation for the provision of such Commercial Services, provided that Lonza can manufacture SVX-24 with acceptable quality, at an appropriate scale to meet anticipated capacity requirements, at a price acceptable to the parties and in a time frame that allows SutroVax to meet its corporate objectives. Lonza shall provide SutroVax with written notification of its interest to provide Commercial Services, together with a proposal for such Commercial Services (together with timeline, facility and pricing), within [***] days after receiving such notification (the “Commercial Proposal”). After receiving such Commercial Proposal and so long as such Commercial Proposal provides [***], SutroVax and Lonza will negotiate in good faith the terms and conditions for Lonza to provide such Commercial Services to SutroVax. In the event Lonza does not provide SutroVax with its interest and such Commercial Proposal within such [***]-day period, or in the event Lonza provides SutroVax such Commercial Proposal but SutroVax and Lonza, despite negotiations in good faith for a period of [***] days, do not enter into a services agreement governing the terms and conditions for such Commercial Services (“Commercial Agreement”), SutroVax shall have the right to enter into an agreement with any other Third Party Contract Manufacturer for the provision of Commercial Services by such Third Party Contract Manufacturer, without further obligation to Lonza under this Paragraph 2.
Label: