Common use of Celgene’s Right to Sublicense Clause in Contracts

Celgene’s Right to Sublicense. Subject to the provisions of Section 7.5, CMCC hereby grants to CELGENE the right to sublicense the rights, duties and/or obligations granted to it hereunder in the THALIDOMIDE PATENT RIGHTS and/or the MIXED PATENT RIGHTS, in whole or in part, in the FIELD, provided that, in all cases, CELGENE shall first (a) provide CMCC with such commercially relevant, publicly available information about the potential SUBLICENSEE as CELGENE determines, in its sole good faith judgment, to be necessary to enable CMCC to make a reasonably informed decision regarding the relevant commercial capacity of such potential SUBLICENSEE, such information to be provided to CMCC sufficiently in advance of CELGENE's expected date of entering into a sublicense agreement with the potential SUBLICENSEE so as to allow CMCC to reasonably consider such information, and (b) obtain the written consent of CMCC to the potential SUBLICENSEE, which consent shall not be unreasonably withheld, delayed, or conditioned. Prior to granting or withholding its consent, CMCC shall provide to BIOVENTURE copies of any information received from CELGENE about the potential SUBLICENSEE and shall consult with BIOVENTURE thereon; provided that CMCC shall not be required to obtain the consent of BIOVENTURE in providing or withholding CMCC's consent to such potential SUBLICENSEE, and that neither such consultation nor any consultation with any CMCC ROYALTY PURCHASER(s) shall in any way delay or otherwise obstruct the delivery of CMCC's notice regarding its consent. In the event that CMCC reasonably withholds consent to any potential SUBLICENSEE, CELGENE shall nonetheless have the right to enter into a sublicense agreement with such SUBLICENSEE and, in such event, CELGENE shall guarantee and be responsible for the payment of all royalties and other amounts due and the making of reports under this Agreement by such SUBLICENSEE and SUBLICENSEE's compliance with all applicable terms of this Agreement. CMCC and CELGENE acknowledge and agree that CMCC shall have no right of consent with respect to the terms and conditions of the relevant sublicense agreement, and that CELGENE shall use reasonable efforts to negotiate sublicense agreements that are commercially reasonable according to contemporaneous prevailing standards within the pharmaceutical industry.

Celgene’s Right to Sublicense. Subject to the provisions of Section 7.5, CMCC hereby grants to CELGENE the right to sublicense the rights, duties and/or obligations granted to it hereunder in the THALIDOMIDE PATENT RIGHTS and/or the MIXED PATENT RIGHTS, in whole or in part, in the FIELD, provided that, in all cases, CELGENE shall first (a) provide CMCC with such commercially relevant, publicly available information about the potential SUBLICENSEE as CELGENE determines, in its sole good faith judgment, to be necessary to enable CMCC to make a reasonably informed decision regarding the relevant commercial capacity of such potential SUBLICENSEE, such information to be provided to CMCC sufficiently in advance of CELGENE's expected date of entering into a sublicense agreement with the potential SUBLICENSEE so as to allow CMCC to reasonably consider such information, and (b) obtain the written consent of CMCC to the potential SUBLICENSEE, which consent shall not be unreasonably withheld, delayed, or conditioned. Prior to granting or withholding its consent, CMCC shall provide to BIOVENTURE copies of any information received from CELGENE about the potential SUBLICENSEE and shall consult with BIOVENTURE thereon; provided PROVIDED that CMCC shall not be required to obtain the consent of BIOVENTURE in providing or withholding CMCC's consent to such potential SUBLICENSEE, and that neither such consultation nor any consultation with any CMCC ROYALTY PURCHASER(s) shall in any way delay or otherwise obstruct the delivery of CMCC's notice regarding its consent. In the event that CMCC reasonably withholds consent to any potential SUBLICENSEE, CELGENE shall nonetheless have the right to enter into a sublicense agreement with such SUBLICENSEE and, in such event, CELGENE shall guarantee and be responsible for the payment of all royalties and other amounts due and the making of reports under this Agreement by such SUBLICENSEE and SUBLICENSEE's compliance with all applicable terms of this Agreement. CMCC and CELGENE acknowledge and agree that CMCC shall have no right of consent with respect to the terms and conditions of the relevant sublicense agreement, and that CELGENE shall use reasonable efforts to negotiate sublicense agreements that are commercially reasonable according to contemporaneous prevailing standards within the pharmaceutical industry.

Celgene’s Right to Sublicense. Subject to the provisions of Section 7.5, CMCC hereby grants to CELGENE the right to sublicense the rights, duties and/or obligations -13- <PAGE> granted to it hereunder in the THALIDOMIDE PATENT RIGHTS and/or the MIXED PATENT RIGHTS, in whole or in part, in the FIELD, provided that, in all cases, CELGENE shall first (a) provide CMCC with such commercially relevant, publicly available information about the potential SUBLICENSEE as CELGENE determines, in its sole good faith judgment, to be necessary to enable CMCC to make a reasonably informed decision regarding the relevant commercial capacity of such potential SUBLICENSEE, such information to be provided to CMCC sufficiently in advance of CELGENE's expected date of entering into a sublicense agreement with the potential SUBLICENSEE so as to allow CMCC to reasonably consider such information, and (b) obtain the written consent of CMCC to the potential SUBLICENSEE, which consent shall not be unreasonably withheld, delayed, or conditioned. Prior to granting or withholding its consent, CMCC shall provide to BIOVENTURE copies of any information received from CELGENE about the potential SUBLICENSEE and shall consult with BIOVENTURE thereon; provided that CMCC shall not be required to obtain the consent of BIOVENTURE in providing or withholding CMCC's consent to such potential SUBLICENSEE, and that neither such consultation nor any consultation with any CMCC ROYALTY PURCHASER(s) shall in any way delay or otherwise obstruct the delivery of CMCC's notice regarding its consent. In the event that CMCC reasonably withholds consent to any potential SUBLICENSEE, CELGENE shall nonetheless have the right to enter into a sublicense agreement with such SUBLICENSEE and, in such event, CELGENE shall guarantee and be responsible for the payment of all royalties and other amounts due and the making of reports under this Agreement by such SUBLICENSEE and SUBLICENSEE's compliance with all applicable terms of this -14- <PAGE> Agreement. CMCC and CELGENE acknowledge and agree that CMCC shall have no right of consent with respect to the terms and conditions of the relevant sublicense agreement, and that CELGENE shall use reasonable efforts to negotiate sublicense agreements that are commercially reasonable according to contemporaneous prevailing standards within the pharmaceutical industry.. 2.4