Right if first refusal ended February 5 2016 for APPLE:
It’s the facts in black and white Jack!
A. Rights of First Notice and First Refusal.
“(a)
Apple’s rights under this Section 9A will commence February 6, 2014 and expire February 5, 2016.
(b)
Apple will have the right of first notice by LMT of any of the following activities that LMT may pursue with any third party (including any Affiliate of LMT), which right of first notice may be exercised in accordance with Section 9A(c) below:
“(i)
the sale, transfer or other assignment (except by non-exclusive license or exclusive license) of any Intellectual Property Rights by LMT that have not been licensed by LMT to Apple; or
“(ii)
the exclusive or non-exclusive license by LMT of any Intellectual Property Rights in any field of use relating to Consumer Electronic Products owned, acquired, invented, conceived of, or otherwise developed in whole or in part by LMT or any of its Affiliates after the Capture Period Extension.
2
“(c)
Prior to LMT commencing any discussions covered by Apple’s rights described in Section 9A(b) with any third party, LMT must first inform Apple (in writing) of its desire to enter into such discussions, and provide Apple ten (10) business days to inform LMT whether it wishes to enter into such a transaction, and engage in good faith discussions with Apple for at least thirty (30) business days (after Apple informs LMT of its desire to enter into such a transaction) toward such an agreement.
“(d)
Apple will have the right of first refusal in the event of any of the following activities that LMT may agree to undertake with any with any third party (including any Affiliate of LMT), which right of first refusal may be exercised in accordance with Section 9A(e) below:
“(i)
the sale, transfer or other assignment (except by non-exclusive license or exclusive license) of any Intellectual Property Rights by LMT that have not been licensed by LMT to Apple; or
“(ii)
the exclusive or non-exclusive license by LMT of any Intellectual Property Rights in any field of use relating to Consumer Electronic Products owned, acquired, invented, conceived of, or otherwise developed in whole or in part by LMT or any of its Affiliates after the Capture Period Extension.
“(e)
Prior to LMT entering into any agreement with any third party related, in whole or in part, to Apple’s rights described in Section 9A(d), LMT must first present Apple (in writing) a proposal to enter into an agreement on the same terms that LMT has finally agreed with such third party; provide Apple with a full, complete and identical set of such agreement terms, and provide Apple ten (10) business days to inform LMT whether it wishes to enter into such agreement with LMT on substantially the same or better terms, when taken as a whole, as were offered to the third party, in which case LMT will, at Apple’s option, enter into the proposed transaction with Apple (provided that, in the case of a non-exclusive license, the exercise of Apple’s option will not preclude LMT from also entering into the proposed agreement with the third party).”
