Common use of Certain Permitted Activities Clause in Contracts

Certain Permitted Activities. (i) The restrictions set forth in Section 5.2.1 shall not be deemed to prevent any Party or its respective Affiliates from (A) fulfilling its obligations under this Agreement, or (B) engaging any subcontractors in accordance with Section 2.10 or academic collaborators in accordance with Section 5.2.2(b). (ii) If a Change of Control occurs with respect to Vividion with a Third Party and the Third Party already is conducting or is planning to conduct activities that would cause Vividion or an Affiliate to violate Section 5.2.1 (an “Acquirer Program”), then such Third Party will be permitted to initiate or continue such Acquirer Program and such initiation or continuation will not constitute a violation of Section 5.2.1; provided that (A) none of the Vividion Intellectual Property or Joint Collaboration IP will be used in any Acquirer Program, (B) none of the other Patents or Know-How licensed by any Party to the other Party pursuant to this Agreement will be used in any Acquirer Program, (C) no Confidential Information of Celgene will be used in any such Acquirer Program, and (D) the Development activities required under this Agreement will be conducted separately from any Development activities directed to such Acquirer Program, including by the maintenance of separate lab notebooks and records (password-protected to the extent kept on a computer network) and the use of separate personnel working on each of the activities under this Agreement, and the activities covered under such Acquirer Program (except that this requirement shall not apply to personnel who have senior research management roles and not project level research roles, provided such personnel in senior research management roles are not directly involved in the day-to-day activities under such Acquirer Program).

Certain Permitted Activities. (iA) The restrictions set forth in Section 5.2.1 8.6(a) shall not be deemed to prevent any either Party or its respective Affiliates from (A1) fulfilling its obligations under this Agreement, or (B2) engaging any subcontractors in accordance with Section 2.10 or academic collaborators in accordance with Section 5.2.2(b).8.2(a)(ii) of this Agreement. ​ (iiB) If a Change of Control occurs with respect to Vividion either Party with a Third Party and the Third Party already is conducting or is planning to conduct activities that would cause Vividion a Party or an Affiliate to violate Section 5.2.1 8.6(a) (an “Acquirer Program”), then such Third Party will be permitted to initiate or continue such Acquirer Program and such initiation or continuation will not constitute a violation of Section 5.2.18.6(a); provided that (A1) none of the Vividion Lannett Collaboration Intellectual Property, HEC Collaboration Intellectual Property or Joint Collaboration IP will be used in any Acquirer Program, (B2) none of the other Patents or Know-How licensed by any either Party to the other Party pursuant to this Agreement will be used in any Acquirer Program, (C3) no Confidential Information of Celgene the other Party will be used in any such Acquirer Program, and (D4) the Development and Commercialization activities required under this Agreement will be conducted separately from any Development and Commercialization activities directed to such Acquirer Program, including by the maintenance of separate lab notebooks and records, commercial records (password-protected to the extent kept on a computer network) and the use of separate personnel working on each of the activities under this Agreement, and the activities covered under such Acquirer Program (except that this requirement shall not apply to personnel who have senior research management roles and not project level research roles, provided such 121186093.v1 ​ personnel in senior research management roles are not directly involved in the day-to-day activities under such Acquirer Program).. ​

Certain Permitted Activities. (iA) The restrictions set forth in Section 5.2.1 8.6(a) shall not be deemed to prevent any either Party or its respective Affiliates from (A1) fulfilling its obligations under this Agreement, or (B2) engaging any subcontractors in accordance with Section 2.10 or academic collaborators in accordance with Section 5.2.2(b)8.2(a)(ii) of this Agreement. (iiB) If a Change of Control occurs with respect to Vividion either Party with a Third Party and the Third Party already is conducting or is planning to conduct activities that would cause Vividion a Party or an Affiliate to violate Section 5.2.1 8.6(a) (an “Acquirer Program”), then such Third Party will be permitted to initiate or continue such Acquirer Program and such initiation or continuation will not constitute a violation of Section 5.2.18.6(a); provided that (A1) none of the Vividion Lannett Collaboration Intellectual Property, HEC Collaboration Intellectual Property or Joint Collaboration IP will be used in any Acquirer Program, (B2) none of the other Patents or Know-How licensed by any either Party to the other Party pursuant to this Agreement will be used in any Acquirer Program, (C3) no Confidential Information of Celgene the other Party will be used in any such Acquirer Program, and (D4) the Development and Commercialization activities required under this Agreement will be conducted separately from any Development and Commercialization activities directed to such Acquirer Program, including by the maintenance of separate lab notebooks and records, commercial records (password-protected to the extent kept on a computer network) and the use of separate personnel working on each of the activities under this Agreement, and the activities covered under such Acquirer Program (except that this requirement shall not apply to personnel who have senior research management roles and not project level research roles, provided such personnel in senior research management roles are not directly involved in the day-to-day activities under such Acquirer Program).