Common use of Option to Clause in Contracts

Option to. CENTOCOR ------------------------------- 6.01 In view of CENTOCOR's support for research hereunder and for research which was subject to the October 18, 1981 Agreement, ▇▇▇▇-▇▇▇▇▇▇ grants to CENTOCOR a non-exclusive, world-wide, irrevocable royalty-bearing license under all ▇▇▇▇-▇▇▇▇▇▇ rights including patent rights (rights arising from patent applications and/or issued patents) in this Field and funded under this Agreement or the October 18, 1981 Agreement and ▇▇▇▇-▇▇▇▇▇▇ know-how covering products and/or methods arising out of this research. The royalty shall be [**] of the NET selling price. The NET selling price shall mean the sales price of products actually charged by CENTOCOR, its affiliates, or licensees in the Field of this Agreement. In the event ▇▇▇▇-▇▇▇▇▇▇ grants a license to any third party with respect to the Field of interest which provides for a lower rate of royalties with respect to the practice of such ▇▇▇▇-▇▇▇▇▇▇ invention, the royalty payable by CENTOCOR shall be reduced to the rate paid by the third party. The ▇▇▇▇-▇▇▇▇▇▇ further grants to CENTOCOR an option based on an agreement negotiated in good faith by the parties to obtain, whenever possible and desired by CENTOCOR, an exclusive, world-wide, royalty-bearing license in the Field for a maximum period possible under any or all of said ▇▇▇▇-▇▇▇▇▇▇ patent rights and know-how to make, have made, use and/or sell products and to practice methods developed in this research. If such option is exercised, the royalty shall be [**] of the NET selling price, defined as previously noted. Royalties shall be paid to the ▇▇▇▇-▇▇▇▇▇▇ as long as the product is marketed by CENTOCOR and/or by another corporation as noted in other areas of this Agreement CENTOCOR shall not have the right to sublicense or assign its rights or delegate its obligations under licenses resulting from this Agreement, without ▇▇▇▇-▇▇▇▇▇▇'▇ prior approval, except that CENTOCOR may assign this Agreement to an entity with which it merges or consolidates or to a corporation of which it owns at least 50% of the equity. 6.02 If ▇▇▇▇-▇▇▇▇▇▇ and CENTOCOR are unable to agree upon suitable terms for any particular license, and ▇▇▇▇-▇▇▇▇▇▇ has a bona fide offer of license from a third party, CENTOCOR shall have the right to match this offer within one (1) month from the date of notification of such offer from a third party and to thereby receive the license upon the same terms in lieu of said third party. 6.03 The ▇▇▇▇-▇▇▇▇▇▇ further agrees, in view of CENTOCOR's support, to make any somatic cell hybrids developed under this research program available for use in medical diagnostics and therapeutics to CENTOCOR upon request or if to a CENTOCOR's designee, then upon the agreement of the parties. If ▇▇▇▇-▇▇▇▇▇▇ has patent protection for such somatic cell hybrids, CENTOCOR shall have the right to receive an exclusive, world-wide license to use each of said somatic cell hybrids in the Field for a licensing fee of [**] Dollars [**] per somatic cell hybrid line. Such license shall include the right to sublicense these rights within the Field upon approval of ▇▇▇▇-▇▇▇▇▇▇ which shall not be unreasonably withheld. 6.04 If CENTOCOR makes payment to one or more third parties under patents and/or know-how which CENTOCOR reasonably believes covers a product or process licensed hereunder, the payments due under this Agreement shall be reduced by the amount of payments actually made to said third parties by CENTOCOR; providing, however, that the payments from CENTOCOR to the ▇▇▇▇-▇▇▇▇▇▇ due under this Agreement shall not be reduced, in any event, to less than [**] of the NET selling price due to such payments to said third parties. The return of any payments to CENTOCOR because of an invalidated patent or know-how in the public domain shall be paid to the ▇▇▇▇-▇▇▇▇▇▇ in an amount necessary to restore the reduced royalty payment. 6.05 The option previously exercised by CENTOCOR pursuant to the October 18, 1981 Agreement and incorporated therein as Appendix C shall remain effective and is therefore incorporated herein as Appendix B.