Common use of Celgene Applicable/New In-Licenses Clause in Contracts

Celgene Applicable/New In-Licenses. With respect to each Applicable Celgene In-License that is a Celgene New In-License: (i) Celgene will be solely responsible for any upfront payment payable to the licensor under such Applicable Celgene In-License. (ii) Except as provided in Sections 2.1(h)(ii), 5.7 and 12.4, Celgene and Bluebird will each be responsible for [***] any other payments required to be paid to the licensor under such Applicable Celgene In-License in respect of Collaboration Program activities or the research, Development, Manufacture or commercialization of Product Candidates, but excluding any payments that are (a) triggered by the grant of a sublicense under the Applicable Celgene In-License (other than sublicenses granted by Bluebird or its sublicensees), (b) annual fees paid to maintain the Applicable Celgene In-License in effect, (c) Patent Costs, (d) any payments that are royalty payments (including sales-based milestone payments), and (e) payments resulting from Celgene’s breach of the Applicable Celgene In-License not attributable to Bluebird or its contract Third Parties or sublicensees, which excluded payments will be the sole responsibility of Celgene; provided that Bluebird’s [***] share of such payments will become due and payable upon the execution of the first Development & Commercialization Agreement, and will be paid as follows: [***] (iii) Any payments that are royalties payable by Celgene or its Affiliates under the Applicable Celgene In-License will be subject to Section 4.3(d) of such License Agreement or Section 11.3(d) of any Co-Development, Co-Promote and Profit Share Agreement, as applicable.

Celgene Applicable/New In-Licenses. With respect to each Applicable Celgene In-License that is a Celgene New In-License: (i) Celgene will be solely responsible for any upfront payment payable to the licensor under such Applicable Celgene In-License. (ii) Except as provided in Sections 2.1(h)(ii), 5.7 ) and 12.45.6, Celgene and Bluebird will each be responsible for [***] of any other payments required to be paid to the licensor under such Applicable Celgene In-License in respect of Collaboration Program activities or the research, Development, Manufacture or commercialization of Product Candidates, but excluding any payments that are (aA) triggered by the grant of a sublicense under the Applicable Celgene In-License (other than sublicenses granted by Bluebird or its sublicensees), (bB) annual fees paid to maintain the Applicable Celgene In-License in effect, (cC) Patent Costs, (dD) any payments that are royalty payments (including sales-based milestone payments), and (eE) payments resulting from Celgene’s breach of the Applicable Celgene In-License not attributable to Bluebird or its contract Third Parties or sublicensees, which excluded payments will be the sole responsibility of Celgene; provided that Bluebird’s [***] share of such payments will become due and payable upon within [***] days after the execution of the first Development & Commercialization Agreement, and will be paid as follows: [***]. (iii) Any payments that are royalties payable by Celgene or its Affiliates under the Applicable Celgene In-License will be subject to Section 4.3(d) of such License Agreement or Section 11.3(d) of any Co-Development, Co-Promote and Profit Share Agreement, as applicable.