Common use of Shire Agreement Clause in Contracts

Shire Agreement. The Parties acknowledge and agree that (i) pursuant to the Shire Agreement, Shire has been granted certain rights to Prosecute Patent Rights that may be Acceleron Patent Rights hereunder if Acceleron elects not to Prosecute such Patent Rights, and Celgene’s right to Prosecute such Patent Rights hereunder are subject to Shire’s prior rights; and (ii) to the extent that Shire is Prosecuting such Patent Rights, Acceleron shall keep Celgene informed in accordance with this Section 8.2.1 and shall use commercially reasonable efforts to cause Shire to take the actions specified by this Section 8.2.1, if applicable to such Patent Right, in a manner consistent with the Shire Agreement; provided that Acceleron will not be in breach of its obligations under this Section 8.2.1 if, after using such commercially reasonable efforts, it is unable to comply with such obligations because of actions taken or not taken by Shire.