I understand all that, but ...
The problem is that someone having the right of first negotiatin can be an impediment to negotiations with other parties. In your example, while Abe and Carl are trying to reach an agreement all other prospects are blocked out, and that is not good. It is particularly not good in GTC's case because time (spelled money) is running out on them.
A right of first refusal, as opposed to a right of first negotiation, woud be better for GTC. However, even that has a chilling effect on other negotiations. Ask any real estate agent.
Moreover, GTC even says as much in their last 10-K.
