Common use of Acquisitions of Third Parties Clause in Contracts

Acquisitions of Third Parties. The provisions of this Article 6 do not apply to any activity otherwise prohibited by this Article 6 if a Party’s involvement or the involvement of any of its Affiliates in such prohibited activity results from such Party’s acquisition (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise) of all or substantially all of the business or assets of a Third Party, but only if (i) such Third Party, prior to such acquisition or merger, was already engaged in such prohibited activity (the “Acquired THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Party Activity”), and (ii) such acquiring Party shall, within thirty (30) days after the date of such Party’s consummation of such acquisition, notify the other Party of such acquisition and comply with the other provisions of this Section 6.3. Following consummation of such an acquisition, the acquiring Party shall, at its option, either (i) [* * *], or (ii) promptly discontinue such Acquired Party Activity; provided that, notwithstanding which option is chosen, such [* * *] must be accomplished no later than [* * *] after the closing of such Party’s acquisition of the Acquired Party Activity. During the time period following the consummation of an acquisition covered by this Section 6.3 through the [* * *], the acquiring Party shall not use any [* * *] in connection with such Acquired Party Activities. So long as the acquiring Party [* * *], the Acquired Party Activity in accordance with this Section 6.3, such acquisition shall not be deemed a violation of this Article 6. Notwithstanding anything to the contrary in this Article 6, this Section 6.3 shall not apply to any activity of Acceleron, its Affiliates or a Third Party acquirer of Acceleron subsequent to the acquisition of Acceleron by a Third Party (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise); provided that the provisions of Section 6.2 shall continue to apply to Acceleron, its Affiliates, a Third Party acquirer of Acceleron and any Third Party acquired by Acceleron (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise).

Acquisitions of Third Parties. The provisions of this Article 6 do not apply to any activity otherwise prohibited by this Article 6 if a PartyAcceleron’s involvement or the involvement of any of its Affiliates in such prohibited activity results from such PartyAcceleron’s acquisition (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise) of all or substantially all of the business or assets of a Third Party, but only if (i) such Third Party, prior to such acquisition or merger, was already engaged in such prohibited activity (the “Acquired THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Party Activity”), and (ii) such acquiring Party Acceleron shall, within thirty (30) days after the date of such PartyAcceleron’s consummation of such acquisition, notify the other Party Celgene of such acquisition and comply with the other provisions of this Section 6.3. Following consummation of such an acquisition, the acquiring Party Acceleron shall, at its option, either (i) [* * *]use good faith efforts to identify a Third Party purchaser to whom Acceleron will divest its interest in the Acquired Party Activity and to enter into a definitive agreement with such Third Party for such divestiture as soon as reasonably practicable under the circumstances, but such divestiture must be completed no later than twelve (12) months after the closing of Acceleron’s acquisition of the Acquired Party Activity, or (ii) promptly discontinue such Acquired Party Activity; provided that, notwithstanding which option is chosen, such [* * *] divesture or discontinuation must be accomplished no later than [* * *] twelve (12) months after the closing of such PartyAcceleron’s acquisition of the Acquired Party Activity. During the time period following the consummation of an acquisition covered by this Section 6.3 through the [* * *]divestiture or discontinuation of the Acquired Party Activity, the acquiring Party Acceleron shall not use any [* * *] Celgene Technology, Acceleron Technology, or Joint Technology in connection with such Acquired Party Activities. So long as the acquiring Party [* * *]Acceleron divests of, or discontinues, the Acquired Party Activity in accordance with this Section 6.3, such acquisition shall not be deemed a violation of this Article 6. Notwithstanding anything to the contrary in this Article 6, this Section 6.3 shall not apply to any activity of Acceleron, its Affiliates or a Third Party acquirer of Acceleron subsequent to the acquisition of Acceleron by a Third Party (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise); provided that the provisions of Section 6.2 shall continue to apply to Acceleron, its Affiliates, a Third Party acquirer of Acceleron and any Third Party acquired by Acceleron (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise).

Acquisitions of Third Parties. The provisions of this Article 6 do not apply to any activity otherwise prohibited by this Article 6 if a PartyAcceleron’s involvement or the involvement of any of its Affiliates in such prohibited activity results from such PartyAcceleron’s acquisition (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise) of all or substantially all of the business or assets of a Third Party, but only if (i) such Third Party, prior to such acquisition or merger, was already engaged in such prohibited activity (the “Acquired THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Party Activity”), and (ii) such acquiring Party Acceleron shall, within thirty (30) days after the date of such PartyAcceleron’s consummation of such acquisition, notify the other Party Celgene of such acquisition and comply with the other provisions of this Section 6.3. Following consummation of such an acquisition, the acquiring Party Acceleron shall, at its option, either (i) [* * *], or (ii) promptly discontinue such Acquired Party Activity; provided that, notwithstanding which option is chosen, such [* * *] divesture or discontinuation must be accomplished no later than [* * *] after the closing of such PartyAcceleron’s acquisition of the Acquired Party Activity. During the time period following the consummation of an acquisition covered by this Section 6.3 through the [* * *], the acquiring Party Acceleron shall not use any [* * *] in connection with such Acquired Party Activities. So long as the acquiring Party [* * *], the Acquired Party Activity in accordance with this Section 6.3, such acquisition shall not be deemed a violation of this Article 6. Notwithstanding anything to the contrary in this Article 6, this Section 6.3 shall not apply to any activity of Acceleron, its Affiliates or a Third Party acquirer of Acceleron subsequent to the acquisition of Acceleron by a Third Party (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise); provided that the provisions of Section 6.2 shall continue to apply to Acceleron, its Affiliates, a Third Party acquirer of Acceleron and any Third Party acquired by Acceleron (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise).

Acquisitions of Third Parties. The provisions of this Article 6 do not apply to any activity otherwise prohibited by this Article 6 if a Party’s involvement or the involvement of any of its Affiliates in such prohibited activity results from such Party’s acquisition (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise) of all or substantially all of the business or assets of a Third Party, but only if (i) such Third Party, prior to such acquisition or merger, was already engaged in such prohibited activity (the “Acquired THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Party Activity”), and (ii) such acquiring Party shall, within thirty (30) days after the date of such Party’s consummation of such acquisition, notify the other Party of such acquisition and comply with the other provisions of this Section 6.3. Following consummation of such an acquisition, the acquiring Party shall, at its option, either (i) [* * *]use good faith efforts to identify a Third Party purchaser to whom such Party will divest its interest in the Acquired Party Activity and to enter into a definitive agreement with such Third Party for such divestiture as soon as reasonably practicable under the circumstances, but such divestiture must be completed no later than twelve (12) months after the closing of such Party’s acquisition of the Acquired Party Activity, or (ii) promptly discontinue such Acquired Party Activity; provided that, notwithstanding which option is chosen, such [* * *] divesture or discontinuation must be accomplished no later than [* * *] twelve (12) months after the closing of such Party’s acquisition of the Acquired Party Activity. During the time period following the consummation of an acquisition covered by this Section 6.3 through the [* * *]divestiture or discontinuation of the Acquired Party Activity, the acquiring Party shall not use any [* * *] Celgene Technology, Acceleron Technology, or Joint Technology in connection with such Acquired Party Activities. So long as the acquiring Party [* * *]divests of, or discontinues, the Acquired Party Activity in accordance with this Section 6.3, such acquisition shall not be deemed a violation of this Article 6. Notwithstanding anything to the contrary in this Article 6, this Section 6.3 shall not apply to any activity of Acceleron, its Affiliates or a Third Party acquirer of Acceleron subsequent to the acquisition of Acceleron by a Third Party (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise); provided that the provisions of Section 6.2 shall continue to apply to Acceleron, its Affiliates, a Third Party acquirer of Acceleron and any Third Party acquired by Acceleron (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise).

Acquisitions of Third Parties. The provisions of this Article 6 do not apply to any activity otherwise prohibited by this Article 6 if a PartyAcceleron’s involvement or the involvement of any of its Affiliates in such prohibited activity results from such PartyAcceleron’s acquisition (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise) of all or substantially all of the business or assets of a Third Party, but only if (i) such Third Party, prior to such acquisition or merger, was already engaged in such prohibited activity (the “Acquired THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Party Activity”), and (ii) such acquiring Party Acceleron shall, within thirty (30) days after the date of such PartyAcceleron’s consummation of such acquisition, notify the other Party Celgene of such acquisition and comply with the other provisions of this Section 6.3. Following consummation of such an acquisition, the acquiring Party Acceleron shall, at its option, either (i) [* * *]use good faith efforts to identify a Third Party purchaser to whom Acceleron will divest its interest in the Acquired Party Activity and to enter into a definitive agreement with such Third Party for such divestiture as soon as reasonably practicable under the circumstances, but such divestiture must be completed no later than twelve (12) months after the closing of Acceleron’s acquisition of the Acquired Party Activity, or (ii) promptly discontinue such Acquired Party Activity; provided that, notwithstanding which option is chosen, such [* * *] divesture or discontinuation must be accomplished no later than [* * *] twelve (12) months after the closing of such PartyAcceleron’s acquisition of the Acquired Party Activity. During the time period following the consummation of an acquisition covered by this Section 6.3 through the [* * *]divestiture or discontinuation of the Acquired Party Activity, the acquiring Party Acceleron shall not use any [* * *] Celgene Technology, Acceleron Technology, or Joint Technology in connection with such Acquired Party Activities. So long as the acquiring Party [* * *]Acceleron divests of, or discontinues, the Acquired Party Activity in accordance with this Section 6.3, such acquisition shall not be deemed a violation of this Article 6. Notwithstanding anything to the contrary in this Article 6, this Section 6.3 shall not apply to any activity of Acceleron, its Affiliates or a Third Party acquirer of Acceleron subsequent to the acquisition of Acceleron by a Third Party (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise); provided that the provisions of Section 6.2 shall continue to apply to Acceleron, its Affiliates, a Third Party acquirer of Acceleron and any Third Party acquired by Acceleron (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise).. 6.4

Acquisitions of Third Parties. The provisions of this Article 6 do not apply to any activity otherwise prohibited by this Article 6 if a Party’s involvement or the involvement of any of its Affiliates in such prohibited activity results from such Party’s acquisition (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise) of all or substantially all of the business or assets of a Third Party, but only if (i) such Third Party, prior to such acquisition or merger, was already engaged in such prohibited activity (the “Acquired THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Party Activity”), and (ii) such acquiring Party shall, within thirty (30) days after the date of such Party’s consummation of such acquisition, notify the other Party of such acquisition and comply with the other provisions of this Section 6.3. Following consummation of such an acquisition, the acquiring Party shall, at its option, either (i) [* * *]use good faith efforts to identify a Third Party purchaser to whom such Party will divest its interest in the Acquired Party Activity and to enter into a definitive agreement with such Third Party for such divestiture as soon as reasonably practicable under the circumstances, but such divestiture must be completed no later than twelve (12) months after the closing of such Party’s acquisition of the Acquired Party Activity, or (ii) promptly discontinue such Acquired Party Activity; provided that, notwithstanding which option is chosen, such [* * *] divesture or discontinuation must be accomplished no later than [* * *] twelve (12) months after the closing of such Party’s acquisition of the Acquired Party Activity. During the time period following the consummation of an acquisition covered by this Section 6.3 through the THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *]] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the divestiture or discontinuation of the Acquired Party Activity, the acquiring Party shall not use any [* * *] Celgene Technology, Acceleron Technology, or Joint Technology in connection with such Acquired Party Activities. So long as the acquiring Party [* * *]divests of, or discontinues, the Acquired Party Activity in accordance with this Section 6.3, such acquisition shall not be deemed a violation of this Article 6. Notwithstanding anything to the contrary in this Article 6, this Section 6.3 shall not apply to any activity of Acceleron, its Affiliates or a Third Party acquirer of Acceleron subsequent to the acquisition of Acceleron by a Third Party (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise); provided that the provisions of Section 6.2 shall continue to apply to Acceleron, its Affiliates, a Third Party acquirer of Acceleron and any Third Party acquired by Acceleron (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise).

Acquisitions of Third Parties. The provisions of this Article 6 do not apply to any activity otherwise prohibited by this Article 6 if a PartyAcceleron’s involvement or the involvement of any of its Affiliates in such prohibited activity results from such PartyAcceleron’s acquisition (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise) of all or substantially all of the business or assets of a Third Party, but only if (i) such Third Party, prior to such acquisition or merger, was already engaged in such prohibited activity (the “Acquired THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Party Activity”), and (ii) such acquiring Party Acceleron shall, within thirty (30) days after the date of such PartyCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[* * *]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. Acceleron’s consummation of such acquisition, notify the other Party Celgene of such acquisition and comply with the other provisions of this Section 6.3. Following consummation of such an acquisition, the acquiring Party Acceleron shall, at its option, either (i) [* * *]use good faith efforts to identify a Third Party purchaser to whom Acceleron will divest its interest in the Acquired Party Activity and to enter into a definitive agreement with such Third Party for such divestiture as soon as reasonably practicable under the circumstances, but such divestiture must be completed no later than twelve (12) months after the closing of Acceleron’s acquisition of the Acquired Party Activity, or (ii) promptly discontinue such Acquired Party Activity; provided that, notwithstanding which option is chosen, such [* * *] divesture or discontinuation must be accomplished no later than [* * *] twelve (12) months after the closing of such PartyAcceleron’s acquisition of the Acquired Party Activity. During the time period following the consummation of an acquisition covered by this Section 6.3 through the [* * *]divestiture or discontinuation of the Acquired Party Activity, the acquiring Party Acceleron shall not use any [* * *] Celgene Technology, Acceleron Technology, or Joint Technology in connection with such Acquired Party Activities. So long as the acquiring Party [* * *]Acceleron divests of, or discontinues, the Acquired Party Activity in accordance with this Section 6.3, such acquisition shall not be deemed a violation of this Article 6. Notwithstanding anything to the contrary in this Article 6, this Section 6.3 shall not apply to any activity of Acceleron, its Affiliates or a Third Party acquirer of Acceleron subsequent to the acquisition of Acceleron by a Third Party (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise); provided that the provisions of Section 6.2 shall continue to apply to Acceleron, its Affiliates, a Third Party acquirer of Acceleron and any Third Party acquired by Acceleron (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise).

Acquisitions of Third Parties. The provisions of this Article 6 do not apply to any activity otherwise prohibited by this Article 6 if a Party’s involvement or the involvement of any of its Affiliates in such prohibited activity results from such Party’s acquisition (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise) of all or substantially all of the business or assets of a Third Party, but only if (i) such Third Party, prior to such acquisition or merger, was already engaged in such prohibited activity (the “Acquired THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Party Activity”), and (ii) such acquiring Party shall, within thirty (30) days after the date of such Party’s consummation of such acquisition, notify the other Party of such acquisition and comply with the other provisions of this Section 6.3. Following consummation of such an acquisition, the acquiring Party shall, at its option, either (i) [* * *]use good faith efforts to identify a Third Party purchaser to whom such Party will divest its interest in the Acquired Party Activity and to enter into a definitive agreement with such Third Party for such divestiture as soon as reasonably practicable under the circumstances, but such divestiture must be completed no later than twelve (12) months after the closing of such Party’s acquisition of the Acquired Party Activity, or (ii) promptly discontinue such Acquired Party Activity; provided that, notwithstanding which option is chosen, such [* * *] divesture or discontinuation must be accomplished no later than [* * *] twelve (12) months after the closing of such Party’s acquisition of the Acquired Party Activity. During the time period following the consummation of an acquisition covered by this Section 6.3 through the [* * *]divestiture or discontinuation of the Acquired Party Activity, the acquiring Party shall not use any [* * *] Celgene Technology, Acceleron Technology, or Joint Technology in connection with such Acquired Party Activities. So long as the acquiring Party [* * *]divests of, or discontinues, the Acquired Party Activity in accordance with this Section 6.3, such acquisition shall not be deemed a violation of this Article 6. Notwithstanding anything to the contrary in this Article 6, this Section 6.3 shall not apply to any activity of Acceleron, its Affiliates or a Third Party acquirer of Acceleron subsequent to the acquisition of Acceleron by a Third Party (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise); provided that the provisions of Section 6.2 shall continue to apply to Acceleron, its Affiliates, a Third Party acquirer of Acceleron and any Third Party acquired by Acceleron (either directly or through any Affiliate, whether by merger, purchase of assets or equity, or otherwise). THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.