Common use of Celgene Clause in Contracts

Celgene. Notwithstanding the limitations in Section 9.4.1, Celgene Corp. and Celgene RIVOT may assign this Celgene Lead Co-Co Agreement, or any rights or obligations hereunder in whole or in part, to (a) one or more Affiliates solely as provided in this Section 9.4.2 or (b) its successor in interest in connection with the merger, consolidation, or sale of all or substantially all of its assets or that portion of its business pertaining to the subject matter of this Celgene Lead Co-Co Agreement; provided however that, except in the case where Celgene Corp., or Celgene RIVOT, as applicable, [***], (i) Celgene Corp. or Celgene RIVOT, as applicable, provides Jounce with written notice of any such assignment(s) [***], (ii) prior to such assignment(s), Celgene Corp. or Celgene RIVOT, as applicable, agrees in a written agreement delivered to Jounce (and upon which Jounce may rely) to remain fully liable for the performance of its obligations under this Celgene Lead Co-Co Agreement by its assignee(s), and (iii) the assignee(s) agree in a written agreement delivered to Jounce (and upon which Jounce may rely) to assume performance of all such assigned obligations. If Celgene Corp. or Celgene RIVOT, as applicable, wishes to assign [***], with respect to the assets so assigned.

Celgene. Notwithstanding the limitations in Section 9.4.1, Celgene Corp. and Celgene RIVOT may assign this Celgene Jounce Lead Co-Co Agreement, or any rights or obligations hereunder in whole or in part, to (a) one or more Affiliates solely as provided in this Section 9.4.2 or (b) its successor in interest in connection with the merger, consolidation, or sale of all or substantially all of its assets or that portion of its business pertaining to the subject matter of this Celgene Jounce Lead Co-Co Agreement; provided however that, except in the case where Celgene Corp., or Celgene RIVOT, as applicable, [***], (i) Celgene Corp. or Celgene RIVOT, as applicable, provides Jounce with written notice of any such assignment(s) [***], (ii) prior to such assignment(s), Celgene Corp. or Celgene RIVOT, as applicable, agrees in a written agreement delivered to Jounce (and upon which Jounce may rely) to remain fully liable for the performance of its obligations under this Celgene Jounce Lead Co-Co Agreement by its assignee(s), and (iii) the assignee(s) agree in a written agreement delivered to Jounce (and upon which Jounce may rely) to assume performance of all such assigned obligations. If Celgene Corp. or Celgene RIVOT, as applicable, wishes to assign [***], with respect to the assets so assigned.

Celgene. Notwithstanding the limitations in Section 9.4.112.4.1, Celgene Corp. and Celgene RIVOT Alpine may assign this Celgene Lead Co-Co Agreement, or any rights or obligations hereunder in whole or in part, to (a) one or more Affiliates solely as provided in this Section 9.4.2 12.4.2 or (b) its successor in interest in connection with the merger, consolidation, or sale of all or substantially all of its assets or that portion of its business pertaining to the subject matter of this Celgene Lead Co-Co Agreement; provided however that, except in the case where Celgene Corp., or Celgene RIVOTAlpine, as applicable, [***], (i) Celgene Corp. or Celgene RIVOTAlpine, as applicable, provides Jounce OncoMed with at least [***] advance written notice of any such assignment(s) [***]), (ii) prior to such assignment(s), Celgene Corp. or Celgene RIVOTAlpine, as applicable, agrees in a written agreement delivered to Jounce OncoMed (and upon which Jounce OncoMed may rely) to remain fully liable for the performance of its obligations under this Celgene Lead Co-Co Agreement by its assignee(s), and (iii) prior to such assignment(s), the assignee(s) agree in a written agreement delivered to Jounce OncoMed (and upon which Jounce OncoMed may rely) to assume performance of all such assigned obligations. If Celgene Corp. or Celgene RIVOTAlpine, as applicable, wishes to assign [***], with respect it will be permitted to do so conditioned on [***], pursuant to which such [***]. In the assets so assignedcase of any assignment by Celgene Corp. or Celgene Alpine, as applicable, whether pursuant to Section 12.4.1 or this 12.4.2, Celgene shall [***].