Common use of Right to Engage Third Parties Clause in Contracts

Right to Engage Third Parties. (a) In the course of ----------------------------- its business, CTI regularly uses Third Parties to perform certain Development activities. CTI may continue to do so during the course of this Agreement and expenses relating to such Third Party Development will be included in Development Expenses; provided, however, that CTI shall enter into such Third -------- ------- Party contracts on an arm's-length basis at reasonable rates customary in the U.S. pharmaceutical industry. (b) CTI shall notify ORTHO in writing fifteen (15) days prior to entering into a material contract with a Third Party to perform any Development activities, unless such contract may be cancelled or terminated by CTI without penalty on less than sixty (60) days notice. During the fifteen (15) day period following such notice from CTI, ORTHO shall have the right to offer to perform itself such Development activities that CTI proposed to contract to a Third Party. If ORTHO decides to offer to perform such Development activities, it shall notify CTI in writing during such fifteen (15) day period and shall include with such notice the terms of its offer to perform such Development activities. CTI shall have no obligation to accept such offer, but shall consider such offer in good faith and negotiate towards entering into an agreement with ORTHO if ORTHO's offer and capabilities are economically equivalent to those of such Third Party. All other things being equal, CTI shall accept ORTHO's offer if it is less expensive than such Third Party's offer.

Right to Engage Third Parties. (a) In Subject to the course advance written approval of ----------------------------- its businessSchering, CTI regularly uses Techniclone shall be entitled to contract with Third Parties to perform certain any Development activities. CTI may continue to do so during the course of this Agreement and expenses relating to such Third Party Development will be included in Development Expenses; provided, however, that CTI shall enter into such Third -------- ------- Party contracts on an arm's-length basis at reasonable rates customary in the U.S. pharmaceutical industry. (b) CTI Techniclone shall notify ORTHO Schering in writing fifteen thirty (1530) days prior to entering into a material any contract with a Third Party to perform any Development activities, unless activities where such Third Party contract may be cancelled or terminated has not been unanimously approved by CTI without penalty on less than sixty (60) days noticethe JDC. During the fifteen thirty (1530) day period following such notice from CTITechniclone, ORTHO Schering shall have the right to (i) offer to perform itself such Development activities or (ii) propose an alternative Third Party to perform such Development activities. If Schering decides to offer to perform itself such Development activities that CTI proposed or to contract to a propose an alternative Third Party. If ORTHO decides to offer Party to perform such Development activities, it shall notify CTI Techniclone in writing during such fifteen thirty (1530) day period and shall include with such notice the terms of its offer to perform such Development activities or the identification of such alternative Third Party or the terms of the proposal for such alternative Third Party to perform such Development activities, as the case may be. CTI Techniclone shall have no obligation to accept such offeroffer or proposal, but shall consider such offer or proposal in good faith and negotiate towards entering into an agreement with ORTHO Schering or the alternative Third Party proposed by Schering if ORTHOSchering's offer or proposal and the capabilities of Schering or such alternative Third Party, as the case may be, are economically equivalent to those of such the Third PartyParty proposed by Techniclone. All other things being equal, CTI Schering or its alternative Third Party shall be the preferred provider of such Development activities, and Techniclone shall accept ORTHOSchering's offer or proposal if it is not materially more expensive or otherwise materially less beneficial than the offer of the Third Party proposed by Techniclone. (b) In the event that Schering shall not exercise its right pursuant to Section 3.06(a) to offer to perform itself such Development activities or to propose an alternative Third Party to perform such Development activities, or if Techniclone shall have failed to accept any such offer or proposal by Schering and such offer or proposal is not materially more expensive or otherwise materially less beneficial than the offer of the Third Party proposed by Techniclone, Techniclone shall not use any Third Party to perform any Development without the prior written approval of Schering (which will not be unreasonably withheld). (c) Each contract related to the Development or Commercialization of any Product entered into by Techniclone shall expressly provide for the automatic assignment of such contract to Schering at Schering's option upon written notice to such Third Party's offerParty not more than one hundred eighty (180) days following the termination of this Agreement for any reason, other than a termination by Schering pursuant to Section 12.02(a).