Common use of Consideration other than Monetary Clause in Contracts

Consideration other than Monetary. Company and its Affiliates and Sublicensees will have no right to sell, license or otherwise distribute Products or commercialize Processes for no consideration or in exchange for non-monetary compensation without CHMC’s prior written consent. Upon any such approved sale, license or other distribution or disposal other than for monetary consideration or at a discounted price substantially lower than the customary price, such Product will be deemed to be sold or Process used exclusively for money at the average price during the applicable reporting period generally achieved in arms’ length transactions for such Product or Process in the country in which such sale, license or other distribution or disposal occurred when such Product is sold or Process used alone and not with other products (or, in the absence of such sales or licenses, at the fair market value of the Product or Process).