Right of last refusal clause samples

(b)Provided that Valeant has timely complied with all the terms set forth in Section 2.4(a), Valeant shall have [***] from the date Eyegate notifies Valeant of its intent to enter into any binding proposed agreement as set forth in Section 2.4(a), to provide Eyegate written notice of its decision with respect to the exercise of its Right of Last Refusal. If Valeant exercises its Right of Last Refusal within such [***] period, Valeant and Eyegate shall negotiate, in good faith and acting reasonably, enter into an agreement for substantially the same rights and on substantially the same or equivalent terms as set forth in the draft agreement provided to Valeant pursuant to the terms of Section 2.4(a). If and only if Valeant fails to exercise its Right of Last Refusal within such [***] period, Eyegate will be free to enter into such agreement with such Third Party; it being understood and acknowledged by Eyegate that any material modification of the terms of such proposed agreement with the Third Party after it had been declined by Valeant shall reinstate Eyegate’s obligations under this Section 2.4. If Eyegate or any of its Affiliates fails to enter into such agreement with such Third Party within [***], Valeant’s Right of Last Refusal shall be reinstated.