Celgene Sample Clauses

Celgene. Notwithstanding the limitations in Section 9.4.1, Celgene Corp. and Celgene RIVOT may assign this Jounce Lead Co-Co Agreement, or any rights or obligations hereunder in whole or in part, to (a) one or more Affiliates solely as provided in this Section 9.4.2 or (b) its successor in interest in connection with the merger, consolidation, or sale of all or substantially all of its assets or that portion of its business pertaining to the subject matter of this Jounce Lead Co-Co Agreement; provided however that, except in the case where Celgene Corp., or Celgene RIVOT, as applicable, [***], (i) Celgene Corp. or Celgene RIVOT, as applicable, provides Jounce with written notice of any such assignment(s) [***], (ii) prior to such assignment(s), Celgene Corp. or Celgene RIVOT, as applicable, agrees in a written agreement delivered to Jounce (and upon which Jounce may rely) to remain fully liable for the performance of its obligations under this Jounce Lead Co-Co Agreement by its assignee(s), and (iii) the assignee(s) agree in a written agreement delivered to Jounce (and upon which Jounce may rely) to assume performance of all such assigned obligations. If Celgene Corp. or Celgene RIVOT, as applicable, wishes to assign [***], with respect to the assets so assigned.
Celgene. Notwithstanding the limitations in Section 12.4.1, but subject to Section 6.4.2, Celgene may assign or transfer this Agreement, or any rights or obligations hereunder in whole or in part, to (a) one or more Affiliates (provided, however, that Celgene shall remain fully and unconditionally liable and responsible to the non-assigning Party hereto for the performance and observance of all such duties and obligations by such Affiliate); or (b) its successor in interest in connection with its merger, consolidation, or sale of all or substantially all of its assets or that portion of its business pertaining to the subject matter of this Agreement.
Celgene. Celgene shall have the sole right and option to Prosecute the Celgene Patents.
Celgene. As between the Parties (including their respective Affiliates), Celgene (or its Affiliate) will retain all right, title and interest in and to all Celgene IP, including all rights to Prosecute and Maintain, and enforce any such Celgene IP, and no rights or licenses are granted to Prothena hereunder with respect to any Celgene IP.
Celgene. As between the Parties (including their respective Affiliates), Celgene (or its Affiliate) will retain all right, title and interest in and to all Celgene IP, except as otherwise expressly set forth herein, including all rights to Prosecute and Maintain, and enforce any such Celgene IP, and no rights or licenses are granted to Prothena hereunder with [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. respect to any Celgene IP except as expressly provided in Section 7.2. In the event that Prothena desires to utilize any Celgene IP not subject to Section 7.2 for the performance of a Program, then Prothena may request such right in writing from Celgene (which writing shall identify the particular Celgene IP that Prothena would like to use), and if Celgene agrees, in its sole discretion, the Parties shall negotiate and enter into a separate agreement setting for the terms and conditions under which Prothena may utilize such Celgene IP.
Celgene. Notwithstanding the limitations in Section 14.4.1, but subject to the remaining provisions of this Section 14.4.2, Celgene Corp. and Celgene LLC may assign or transfer this Agreement, or any rights or obligations hereunder in whole or in part, to (a) one or * Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission. more Affiliates (provided, however, that a Party assigning to an Affiliate will remain fully and unconditionally liable and responsible to the non-assigning Party hereto for the performance and observance of all such duties and obligations by such Affiliate); or (b) its successor in interest in connection with the merger, consolidation, or sale of all or substantially all of its assets or that portion of its business pertaining to the subject matter of this Agreement. In the event of an assignment or transfer pursuant to the foregoing clause (b), BeiGene will have the right, in its sole discretion, by written notice delivered to Celgene (or its successor) at any time following such assignment or transfer to (i) no longer provide to Celgene and its successor any information or reports relating to activities contemplated by this Agreement, other than the reports as required by ARTICLE 8; and (ii) require Celgene and its successor to adopt reasonable procedures to be approved by BeiGene in writing to prevent disclosure of Confidential Information of BeiGene, which shall thereafter be implemented and followed by Celgene (and its successor)).
Celgene. Celgene hereby represents and warrants to NPI that (i) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) it is the owner of all proprietary information, or the holder of licenses thereto, necessary to allow NPI to Manufacture the Products, and, to its knowledge, no Products, when Manufactured in accordance with the Specifications, will infringe upon the rights of any third party; and (iii) it has all licenses, permits, and other authorizations necessary to fulfill its obligations under this Agreement.