Common use of Celgene Clause in Contracts

Celgene. Notwithstanding the limitations in Section 11.4.1, Celgene Corp. and Celgene Alpine 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 11.4.2 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 Alpine, as applicable, [***], (i) Celgene Corp. or Celgene Alpine, as applicable, provides OncoMed with at least [***] advance written notice of any such assignment(s), (ii) prior to such assignment(s), Celgene Corp. or Celgene Alpine, as applicable, agrees in a written agreement delivered to OncoMed (and upon which OncoMed 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 OncoMed (and upon which OncoMed may rely) to assume performance of all such assigned obligations. If Celgene Corp. or Celgene Alpine, as applicable, wishes to assign [***], it will be permitted to do so conditioned on [***], pursuant to which such [***]. In the case of any assignment by Celgene Corp. or Celgene Alpine, as applicable, whether pursuant to Section 11.4.1 or this 11.4.2, Celgene shall [***].

Celgene. Notwithstanding the limitations in Section 11.4.1, Celgene Corp. and Celgene Alpine may assign this License 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 11.4.2 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 Co-Co Agreement; provided however that, except in the case where Celgene Corp. or Celgene Alpine, as applicable, [***], (i) Celgene Corp. or Celgene Alpine, as applicable, provides OncoMed with at least [***] advance written notice of any such assignment(s), (ii) prior to such assignment(s), Celgene Corp. or Celgene Alpine, as applicable, agrees in a written agreement delivered to OncoMed (and upon which OncoMed may rely) to remain fully liable for the performance of its obligations under this License Co-Co Agreement by its assignee(s), and (iii) prior to such assignment(s), the assignee(s) agree in a written agreement delivered to OncoMed (and upon which OncoMed may rely) to assume performance of all such assigned obligations. If Celgene Corp. or Celgene Alpine, as applicable, wishes to assign [***], it will be permitted to do so conditioned on [***], pursuant to which such [***]. In the case of any assignment by Celgene Corp. or Celgene Alpine, as applicable, whether pursuant to Section 11.4.1 or this 11.4.2, Celgene shall [***].