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During the term of the Agreement, before X may sel

l the Object to a third party, X shall first offer

the Object to Y following the procedures set forth in t

his Section. Y shall have ten (10) days following thedate X first presents Y such offer to decide whe the

r to try to negotiate an agreement for the purchase

of the Object from X.

“If Y desires to try to negotiate such an agreement

, Y shall, within said 10 day period, deliver to X

written notice thereof. Promptly after receipt of such notice, the parties shall commence good faith

negotiations exclusively with each other for a peri

od not to exceed 90 days after the date Y gives the

requisite notice to X.

“If X does not receive said notice within said 10-d

ay period, or if X receives said notice within said

period but X and Y do not enter into a legally bind

ing, written agreement for the purchase and sale of

the Object within said 90-day period, X shall be fr

ee to enter into an agreement with a third party on

terms (considered as a whole) no more favorable to

the third party than X offered to Y.

“If X does not enter into a legally binding, writte

n agreement with a third party within the 90 day

period, X’s right to sell the Object to a third par

ty shall expire and the procedure described in this

Section shall be applicable again, and X, prior to

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selling the Object to a third party, shall first of

fer to try to negotiate the sale of the Object to Y. For t

he elimination of doubt, upon each repetition of this

procedure, notice shall once again be due.”