A "Right of First Offer (ROFO) to Purchase clause" in contracts grants a party the privilege to purchase a specified asset or property before it is offered to third parties. It provides the party with a preemptive opportunity to acquire the subject matter on agreed terms.

The key elements of a right to first offer (ROFO) of purchase clause in a commercial contract include:

• Notice Requirement: It specifies the conditions under which the party with the ROFO must be notified when the asset or property becomes available for sale.
• Offer Terms: It defines the terms and conditions under which the party with the ROFO can purchase the asset, ensuring clarity and fairness.
• Timeframe for Acceptance: It establishes the duration within which the party with the ROFO must accept or decline the offer, facilitating timely decision-making.
• Exclusivity Period: It may include a provision granting the party with the ROFO an exclusive period to negotiate and finalize the purchase before the seller engages with third parties.

Examples of right to first offer of purchase clauses in a commercial contract include:

• In a real estate contract, a ROFO clause may allow a tenant to purchase the leased property before the owner considers selling it to external buyers.
• A shareholder agreement might include a ROFO clause, giving existing shareholders the first opportunity to buy additional shares before they are offered to external investors.
• In an IP license agreement, a ROFO clause may provide the licensee the first right to purchase the licensor's intellectual property if the licensor decides to sell it.

The Right of First Offer to Purchase clause is a strategic provision allowing a party to preemptively acquire an asset. With defined notice requirements, offer terms, acceptance timeframe, and potential exclusivity, it offers a fair and structured process for asset acquisition.

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