This right of first opportunity agreement commercialization template has 4 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our right of first opportunity agreement commercialization template:
RIGHT OF FIRST OPPORTUNITY AGREEMENT This Right of First Opportunity Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "First Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the "Second Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [YOUR COMPANY NAME] carries on, as part of its businesses, the business of manufacturing, distributing, warehousing, selling, marketing and promoting [SPECIFY]; WHEREAS [SECOND PARTY NAME] carries on, as part of its businesses, research and development in the field of [SPECIFY]; AND WHEREAS the parties wish to enter into this agreement to provide for the right of first opportunity in favor of [YOUR COMPANY NAME] to manufacture, distribute, sell, market and promote any new Products developed by [SECOND PARTY NAME], the whole on the terms and conditions contained herein. NOW THEREFORE, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows: 1. INTERPRETATION 1.1 Definitions In this Agreement, unless something in the subject matter or context is inconsistent therewith: "Agreement" means this agreement and all amendments made hereto by written agreement between the parties. "Business Day" means a day other than a Saturday, Sunday or statutory holiday in the [State/Province] of [STATE/PROVINCE]. "New Product" means any new product developed by [SECOND PARTY NAME] or any of its Affiliates on or after the date hereof, being similar to or in the nature of the Products, but does not include any product listed below: [SPECIFY, IF ANY RESTRICTIONS] 1.2 Headings The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement. 1.3 Extended Meanings In this Agreement words importing the singular number only include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations and corporations. 2. RIGHT OF FIRST OPPORTUNITY [SECOND PARTY NAME] shall not offer to any person the opportunity to manufacture, distribute, market or promote in [STATE/PROVINCE] any New Product without first offering to [YOUR COMPANY NAME] the opportunity to do so. With respect to any New Product that [SECOND PARTY NAME] intends to license others to commercialize, [SECOND PARTY NAME] shall give to [YOUR COMPANY NAME] a written notice of such intention together with sufficient details on the nature and the characteristics of the New Product and the terms and conditions offered to [YOUR COMPANY NAME] with respect to the right to manufacture, distribute, market and promote the New Product. On or before the expiry of a [NUMBER IN LETTERS] ([NUMBER]) day delay from the date of receipt of [SECOND PARTY NAME]'s notice, [YOUR COMPANY NAME] shall notify [SECOND PARTY NAME] in writing of its acceptance of the terms and conditions offered by [SECOND PARTY NAME], failing which it shall be deemed to have rejected [SECOND PARTY NAME]'s offer. If [YOUR COMPANY NAME] accepts [SECOND PARTY NAME]'s offer, then the parties shall act diligently and in good faith to execute all documentation required to give effect to the agreement resulting from the acceptance of [SECOND PARTY NAME]'s offer. In the event that [YOUR COMPANY NAME] did not accept the terms and conditions offered by [SECOND PARTY NAME] in connection with such New Product, then [SECOND PARTY NAME] may license others to commercialize such New Product, provided however that [SECOND PARTY NAME] shall not enter into an agreement with such third party in respect of such New Product on terms and conditions which are equal or more favorable than the terms and conditions offered to [YOUR COMPANY NAME]. If [SECOND PARTY NAME] enters into an agreement with a third party in connection with any New Product, then, within [NUMBER] days from the date of execution of such agreement, [SECOND PARTY NAME] shall notify [YOUR COMPANY NAME] of such event and such notice shall contain a statement that the terms and conditions of such agreement with the third party are not equal or more favorable to the terms and conditions offered to [YOUR COMPANY NAME]. 3. ARBITRATION
