Common use of Assignment of Agreements Clause in Contracts

Assignment of Agreements. Within ten (10) days of the EFFECTIVE DATE, ENTREMED shall notify CMCC and NCI of the sublicense and transfer, respectively, of its rights in PRODUCTS to CELGENE, and shall take all steps necessary or helpful to assign to CELGENE the NCI AGREEMENT, including without limitation requesting consent to assign ENTREMED's obligations and entire right, title, and interest, under such agreement to CELGENE, and upon receipt of the consent of NCI to assign the NCI AGREEMENT, CELGENE will expressly assume all of ENTREMED's duties and obligations thereunder. In the event that ENTREMED is not permitted to assign its rights under the NCI AGREEMENT to CELGENE, ENTREMED's rights in any PATENT RIGHTS or TECHNOLOGY RIGHTS resulting from the NCI AGREEMENT will be included in this Agreement as ENTREMED DEVELOPED PATENT RIGHTS and ENTREMED DEVELOPED TECHNOLOGY RIGHTS, respectively, and will be licensed to CELGENE in accordance with Section 2.2 of this Agreement.

Assignment of Agreements. Within ten (10) days of the EFFECTIVE DATE, ENTREMED shall notify CMCC and NCI of the sublicense and transfer, respectively, of its rights in PRODUCTS to CELGENE, and shall take all steps necessary or helpful to assign to CELGENE the NCI AGREEMENT, including without limitation requesting consent to assign ENTREMED's obligations and entire right, title, and interest, under such agreement to CELGENE, and upon receipt of the consent of NCI to assign the NCI AGREEMENT, CELGENE will expressly assume all of ENTREMED's duties and obligations thereunder. In the event that ENTREMED is not permitted to assign its rights under the NCI AGREEMENT to CELGENE, ENTREMED's rights in any PATENT RIGHTS or TECHNOLOGY RIGHTS resulting from the NCI AGREEMENT will be included in this Agreement as ENTREMED DEVELOPED PATENT RIGHTS and ENTREMED DEVELOPED TECHNOLOGY RIGHTS, respectively, and will be licensed to CELGENE in accordance with Section 2.2 0 of this Agreement.