Common use of CELGENE-ENTREMED Cooperation Clause in Contracts

CELGENE-ENTREMED Cooperation. If CELGENE grants a sublicense of any of its rights under this Agreement in any area of the FIELD or any country of the TERRITORY with respect to which ENTREMED and CELGENE are cooperating pursuant to Sections 3.2 or 3.3 of this Agreement, CELGENE shall pay to ENTREMED "..." of any non-royalty consideration, including but not limited to any sublicensing and/or milestone payments received by CELGENE pursuant to such sublicense. CELGENE shall also pay to ENTREMED, as applicable, the following: (i) if CELGENE and ENTREMED are cooperating in any country(ies) pursuant to Section 3.2 of this Agreement, "..." of the royalty income paid by SUBLICENSEES to CELGENE on NET SALES, in such country(ies), of PRODUCTS; and (ii) if CELGENE and ENTREMED are cooperating in any country(ies) with regard to PRODUCTS for use in animals pursuant to Section 3.3 of this Agreement, "..." of the royalty income paid by SUBLICENSEES to CELGENE on NET SALES in such country(ies) of such PRODUCTS.

CELGENE-ENTREMED Cooperation. If CELGENE grants a sublicense of any of its rights under this Agreement in any area of the FIELD or any country of the TERRITORY with respect to which ENTREMED and CELGENE are cooperating pursuant to Sections 3.2 or 3.3 of this Agreement, CELGENE shall pay to ENTREMED "..." ************** of any non-royalty consideration, including but not limited to any sublicensing and/or milestone payments received by CELGENE pursuant to such sublicense. CELGENE shall also pay to ENTREMED, as applicable, the following: (i) if CELGENE and ENTREMED are cooperating in any country(ies) pursuant to Section 3.2 of this Agreement, "..." *************of the royalty income paid by SUBLICENSEES to CELGENE on NET SALES, in such country(ies), of PRODUCTS; and (ii) if CELGENE and ENTREMED are cooperating in any country(ies) with regard to PRODUCTS for use in animals pursuant to Section 3.3 of this Agreement, "..." **************of the royalty income paid by SUBLICENSEES to CELGENE on NET SALES in such country(ies) of such PRODUCTS.