Common use of Celgene Clause in Contracts

Celgene. Notwithstanding the limitations in Section 10.4.1, Celgene Corp. and Celgene Switzerland may assign this License Agreement, or any rights or obligations hereunder in whole or in part, to (a) one or more Affiliates solely as provided in this Section 10.4.2 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 License Agreement; provided however that, except in the case where Celgene Corp., or Celgene Switzerland, as applicable, [***], (i) Celgene Corp. or Celgene Switzerland, as applicable, provides Juno with at least [***] advance written notice of any such assignment(s), (ii) prior to such assignment(s), Celgene Corp. or Celgene Switzerland, as applicable, agrees in a written agreement delivered to Juno (and upon which Juno may rely) to remain fully liable for the performance of its obligations under this License Agreement by its assignee(s), and (iii) prior to such assignment(s), the assignee(s) agree in a written agreement delivered to Juno (and upon which Juno may rely) to assume performance of all such assigned obligations. If Celgene Corp. or Celgene Switzerland, as applicable, wishes to assign [***], Celgene Corp. or Celgene Switzerland, as applicable, will be permitted to do so conditioned on such [***].