Celgene Parties. The Parties hereby acknowledge and agree that (a) Celgene Corp is the party to this License Agreement with respect to all rights and obligations under this License Agreement in the United States, provided that with respect to payment obligations under this License Agreement, Celgene Corp is the responsible party with respect to all such payment obligations; (b) Celgene Europe is the party to this License Agreement with respect to all rights and obligations under this License Agreement outside of the United States, provided that with respect to payment obligations under this License Agreement, Celgene Europe is not a responsible party with respect to any such payment obligations; and (c) as between Bluebird, on the one hand, and Celgene Corp and Celgene Europe, on the other, Celgene Corp shall undertake all actions permitted or required to be taken by Celgene Corp and/or Celgene Europe.
Celgene Parties. The Parties hereby acknowledge and agree that (a) Celgene Corp. is the party to this Agreement with respect to all rights and obligations under this Agreement in the United States; and (b) Celgene RIVOT is the party to this Agreement with respect to all rights and obligations under this Agreement outside of the United States. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Celgene Parties. The Parties hereby acknowledge and agree that (a) Celgene Corp. is the party to this Agreement with respect to all rights and obligations (including payment obligations) under this Agreement in the United States; and (b) Celgene RIVOT is the party to this Agreement with respect to all rights and obligations (including payment obligations and the right to enter into any [***] Co-Co Agreement or any License Agreement) under this Agreement outside of the United States.
Celgene Parties. The Parties hereby acknowledge and agree that (a) Celgene Corp. is the party to this Agreement with respect to all rights and obligations under this Agreement in the United States, provided that with respect to payment obligations under this Agreement, Celgene Corp. is the responsible party with respect to all such payment obligations; (b) Celgene Alpine is the party to this Agreement with respect to all rights and obligations under this Agreement outside of the United States, provided that with respect to payment obligations under this Agreement, Celgene Alpine is not a responsible party with respect to any such payment obligations; and (c) as between OncoMed, on the one hand, and Celgene Corp. and Celgene Alpine, on the other, Celgene Corp. shall undertake all actions permitted or required to be taken by Celgene Corp. and/or Celgene Alpine. [Signature Page Follows] [***] 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.
Celgene Parties. The Parties hereby acknowledge and agree that (a) Celgene Corp is the party to this License Agreement with respect to all rights and obligations under this License Agreement in the United States, provided that with respect to payment obligations under this License Agreement, Celgene Corp is the responsible party with respect to all such payment obligations; (b) Celgene Europe is the party to this License Agreement with respect to all rights and obligations under this License Agreement outside of the United States, provided that with respect to payment obligations under this License Agreement, Celgene Europe is not a responsible party with respect to any such payment obligations; and (c) as between Bluebird, on the one hand, and Celgene Corp and Celgene Europe, on the other, Celgene Corp shall undertake all actions permitted or required to be taken by Celgene Corp and/or Celgene Europe. [Remainder of this Page Intentionally Left Blank] Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.
Celgene Parties. [***] [Remainder of this Page Intentionally Left Blank] Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.
Celgene Parties. The Company and the Celgene Parties hereby acknowledge and agree that (a) Celgene Switzerland is the party to this Agreement with respect to all rights and obligations (including payment obligations) under this Agreement with respect to the Shares; and (b) Celgene Corp., Celgene Switzerland or Celgene RIVOT, at the discretion of Celgene Corp., shall undertake all other actions permitted or required to be taken by Celgene. Notwithstanding the foregoing, Celgene Corp. shall cause Celgene Switzerland and Celgene RIVOT to perform Celgene Switzerland and Celgene RIVOT’s obligations hereunder, as applicable.
Celgene Parties. The Parties hereby acknowledge and agree that (a) Celgene Corp. is the party to this Agreement with respect to all rights and obligations under this Agreement in the United States, provided that with respect to payment obligations under this Agreement, Celgene Corp. is the responsible party with respect to all such payment obligations except those under Section 6.1(b); (b) Celgene Alpine is the party to this Agreement with respect to all rights and obligations under this Agreement outside of the United States, provided that with respect to payment obligations under this Agreement, Celgene Alpine is not a responsible party with respect to any such payment obligations except those under Section 6.1(b); and (c) as between OncoMed, on the one hand, and Celgene Corp. and Celgene Alpine, on the other, Celgene Corp. shall undertake all actions permitted or required to be taken by Celgene Corp. and/or Celgene Alpine. [Signature Page Follows]
Celgene Parties. The Parties hereby acknowledge and agree that (a) Celgene Corp. is the party to this Agreement with respect to all rights and obligations under this Agreement in the United States, provided that with respect to payment obligations under this Agreement, Celgene Corp. is the responsible party with respect to all such payment obligations; (b) Celgene Alpine is the party to this Agreement with respect to all rights and obligations under this Agreement outside of the United States, provided that with respect to payment obligations under this Agreement, Celgene Alpine is not a responsible party with respect to any such payment obligations; and (c) as between OncoMed, on the one hand, and Celgene Corp. and Celgene Alpine, on the other, Celgene Corp. shall undertake all actions permitted or required to be taken by Celgene Corp. and/or Celgene Alpine.
Celgene Parties. The Company and the Celgene Parties hereby acknowledge and agree that (a) Celgene Corp. is the party to this Agreement with respect to all rights and obligations (including payment obligations) under this Agreement with respect to the Second Acquisition Right; (b) Celgene RIVOT is the party to this Agreement with respect to all rights and obligations (including payment obligations) under this Agreement with respect to the Closing Shares; and (c) Celgene Corp. or Celgene RIVOT, at the discretion of Celgene Corp., shall undertake all other actions permitted or required to be taken by Celgene. Notwithstanding the foregoing, Celgene Corp. shall cause Celgene RIVOT to perform Celgene RIVOT’s obligations hereunder.
