Lessons From SIGA Technologies V. PharmAthene

Law360, New York (October 8, 2013, 6:08 PM EDT) -- A preliminary agreement, usually referred to as a letter of intent, term sheet, memorandum of understanding or heads of agreement, is often used in a private M&A transaction. The preliminary agreement normally summarizes the key commercial terms of the contemplated transaction and, except for certain terms that are specified as binding (e.g., confidentiality and exclusivity), are normally stated to be “nonbinding.” In some cases, preliminary agreements also contain an express obligation to negotiate in good faith.

A recent opinion from the Delaware Supreme Court — SIGA...
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