Common use of Option Terms and Conditions Clause in Contracts

Option Terms and Conditions. 6.1 ENDOGEN hereby grants BECTON an option to take an exclusive license, without the right to grant sublicense, in and to the Licensed Patents to make, use, have made, sell, have sold and import the Product for all IVD applications only (hereinafter referred to as "Option"). Such Option shall continue from the Effective Date until the expiration of the last to expire of the Licensed Patents, providing that Becton continues to pay the annual Option renewal fees as provided in Paragraph 6.5 below. 6.2 BECTON hereby accepts the Option granted herein by executing this Option Agreement and paying ENDOGEN a non-returnable, non-creditable option fee of [CONFIDENTIAL TREATMENT REQUESTED]* within thirty (30) days of the Effective Date. 6.3 At any time following the Effective Date BECTON may exercise the Option for each IVD Product by one of the following mechanisms, promptly thereafter the parties shall amend this Agreement to include the IVD Products and any terms and conditions related thereto. Promptly following exercise of the Option the parties shall agree in writing as to the claim coverage provided by the Licensed Patents pertaining to the IVD Products. (i) Initiation of a clinical trial, which initiation shall include the parties mutually agreeing to a definitive protocol to be initiated for the purpose of ---------------- *[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL WHICH HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. obtaining data for U.S. Food and Drug Administration ("FDA") filing or any equivalent foreign agency or regulatory body filing, to obtain regulatory approval for the sale of a specific product for sale as an IVD Product and by payment to ENDOGEN, within thirty (30) days of such initiation, a [CONFIDENTIAL TREATMENT REQUESTED]* or (ii) In the event ENDOGEN identifies, in writing to BECTON, a proposed specific IVD Product, the use of which is supported by at least one publication in a leading scientific journal or other mutually agreed to support, BECTON shall [CONFIDENTIAL TREATMENT REQUESTED]* from receipt of such notice initiate pre-clinical development, which shall consist of the proposal of a development plan for IVD Product production, seeking regulatory approval and marketing forecasts and proposals of the specific IVD Products, such development plan must be approved by ENDOGEN, however, ENDOGEN's approval shall not be unreasonably denied or delayed. Also, to complete BECTON's exercising of the Option, BECTON shall, within thirty (30) days following the expiration of such [CONFIDENTIAL TREATMENT REQUESTED]*, pay ENDOGEN a one time exercise fee for that IVD Product [CONFIDENTIAL TREATMENT REQUESTED]*. 6.4 Upon approval of such IVD Product under subparagraphs 6. 3 (i) or (ii), above, by the FDA or other equivalent foreign agency or regulatory body, BECTON shall [CONFIDENTIAL TREATMENT REQUESTED]* within thirty (30) days of such approval. It is the intention of the parties that such fees are to be paid [CONFIDENTIAL TREATMENT REQUESTED]* IVD Product and regardless of the number of regulatory approved uses or applications for that IVD Product. 6.5 To maintain the Option for the time period set in Paragraph 6.1; BECTON shall pay to ENDOGEN an annual Option renewal fee of [CONFIDENTIAL TREATMENT REQUESTED]* ---------------- *[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL WHICH HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. within thirty (30) days of the anniversary date of the Effective Date. Such annual Option renewal fee shall be paid yearly beginning on the first anniversary of the Effective Date and continuing thereafter for a period of [CONFIDENTIAL TREATMENT REQUESTED]* years.

Option Terms and Conditions. 6.1 ENDOGEN hereby grants BECTON Exercise of the Option shall be governed by the following: a. If the MLP desires to exercise the Option, it shall notify Quicksilver (the “Option Notice”) of such desire. The Option Notice shall include: i. the MLP’s proposed purchase price for the Option Assets, which shall not be less than the MLP’s good faith estimate of the fair market value of the Option Assets (the “Purchase Price”); and ii. the form of a definitive agreement, containing commercially reasonable terms, to effectuate the purchase and sale of the Option Assets (the “PSA”). b. As soon as practicable, but in any event within 30 days after receipt of the Option Notice, Quicksilver shall notify the MLP (the “Option Response”) whether Quicksilver agrees with the proposed Purchase Price and PSA. c. If Quicksilver agrees with the proposed Purchase Price and the PSA, the MLP and all applicable Quicksilver Entities and Partnership Entities shall, as soon as commercially reasonable, execute the PSA and proceed to close the sale of the Option Assets. d. If Quicksilver and the MLP are unable to agree on either the Purchase Price or the terms and conditions of the PSA within 30 days after the MLP’s receipt of the Option Response, Quicksilver and the MLP shall engage a mutually acceptable independent banking firm or other independent Person that is an option to take an exclusive licenseexpert in valuing midstream assets like the Option Assets (the “Option Assets Valuation Expert”). Quicksilver and the MLP shall each bear ½ of the costs and expenses associated with the engagement and employment of the Option Assets Valuation Expert. The Option Assets Valuation Expert shall determine, without the right to grant sublicense, in and to the Licensed Patents extent that the Parties are unable to make, use, have made, sell, have sold and import agree: i. the Product for all IVD applications only (hereinafter referred to as "Option"). Such Option shall continue from the Effective Date until the expiration fair market value of the last to expire Option Assets, which shall be their Purchase Price; and ii. commercially reasonable terms and conditions of the Licensed PatentsPSA. The Option Assets Valuation Expert shall provide his final determination within 30 days of being engaged by Quicksilver and the MLP. The Option Assets Valuation Expert’s determination regarding the Purchase Price and PSA shall be final and binding upon the Parties. As soon as practicable after such determination, providing that Becton continues the MLP shall: i. execute the PSA along with the other Parties and proceed Option, Right of First Refusal, and Waiver in Amendment to pay Omnibus Agreement and Gas Gathering and Processing Agreement to close the annual Option renewal fees as provided in Paragraph 6.5 below. 6.2 BECTON hereby accepts sale of the Option granted herein by executing this Option Agreement and paying ENDOGEN a non-returnable, non-creditable option fee of [CONFIDENTIAL TREATMENT REQUESTED]* Assets; or ii. should the MLP fail to execute the PSA within thirty (30) 10 days of the Effective DateOption Assets Valuation Expert’s determination, this Agreement, including the Option and the ROFR (defined in Section 6), shall terminate and be of no further force or effect. 6.3 At e. The Option shall not be affected by any time following failure to close the Effective Date BECTON may exercise sale of the Option for each IVD Product by one Assets pursuant to the PSA, so long as the failure is not due to the fault of the following mechanismsMLP or any of the Partnership Entities. f. Notwithstanding the other provisions of this Agreement, promptly thereafter any PSA executed by the parties shall amend this Agreement Parties pursuant to include the IVD Products and any terms and conditions related thereto. Promptly following MLP’s exercise of the Option shall require the parties shall agree in writing as MLP to the claim coverage provided by the Licensed Patents assume and be liable for all then-existing duties, obligations, and liabilities pertaining to the IVD ProductsOption Assets. (i) Initiation of a clinical trial, which initiation shall include the parties mutually agreeing to a definitive protocol to be initiated for the purpose of ---------------- *[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL WHICH HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. obtaining data for U.S. Food and Drug Administration ("FDA") filing or any equivalent foreign agency or regulatory body filing, to obtain regulatory approval for the sale of a specific product for sale as an IVD Product and by payment to ENDOGEN, within thirty (30) days of such initiation, a [CONFIDENTIAL TREATMENT REQUESTED]* or (ii) In the event ENDOGEN identifies, in writing to BECTON, a proposed specific IVD Product, the use of which is supported by at least one publication in a leading scientific journal or other mutually agreed to support, BECTON shall [CONFIDENTIAL TREATMENT REQUESTED]* from receipt of such notice initiate pre-clinical development, which shall consist of the proposal of a development plan for IVD Product production, seeking regulatory approval and marketing forecasts and proposals of the specific IVD Products, such development plan must be approved by ENDOGEN, however, ENDOGEN's approval shall not be unreasonably denied or delayed. Also, to complete BECTON's exercising of the Option, BECTON shall, within thirty (30) days following the expiration of such [CONFIDENTIAL TREATMENT REQUESTED]*, pay ENDOGEN a one time exercise fee for that IVD Product [CONFIDENTIAL TREATMENT REQUESTED]*. 6.4 Upon approval of such IVD Product under subparagraphs 6. 3 (i) or (ii), above, by the FDA or other equivalent foreign agency or regulatory body, BECTON shall [CONFIDENTIAL TREATMENT REQUESTED]* within thirty (30) days of such approval. It is the intention of the parties that such fees are to be paid [CONFIDENTIAL TREATMENT REQUESTED]* IVD Product and regardless of the number of regulatory approved uses or applications for that IVD Product. 6.5 To maintain the Option for the time period set in Paragraph 6.1; BECTON shall pay to ENDOGEN an annual Option renewal fee of [CONFIDENTIAL TREATMENT REQUESTED]* ---------------- *[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL WHICH HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. within thirty (30) days of the anniversary date of the Effective Date. Such annual Option renewal fee shall be paid yearly beginning on the first anniversary of the Effective Date and continuing thereafter for a period of [CONFIDENTIAL TREATMENT REQUESTED]* years.