Common use of Constructive Partnership Clause in Contracts

Constructive Partnership. Celgene and Vividion (the “Partners,” and each a “Partner”) acknowledge that the rights and obligations imposed on each of them pursuant to this Co-Development and Co-Commercialization Agreement (the “Co-Co Agreement”) that relate to the sharing of profits and losses from the development and commercialization of the Rights (as defined below), and the collaborative relationship formed between them in connection therewith, give rise to a partnership for U.S. federal (and, to the extent applicable, state) income tax purposes (the “Partnership”), which will commence upon the Effective Date. The activities of the Partners in respect of the development and commercialization of a Shared Product in the Territory, and the rights related thereto (the “Rights”), shall be deemed to be conducted in and held by the Partnership. The Partnership, and the rights and obligations set forth in this Exhibit E, shall remain in existence for so long as this Co-Co Agreement remains in full force and effect and no Vividion Opt-Out Date has occurred. The parties further acknowledge that the arrangement described in this Co-Co Agreement (including this Exhibit E) shall be treated by the parties as a partnership solely for U.S. federal (and applicable state) income tax purposes and is not intended to constitute a partnership for any non-tax or non-U.S. purpose.

Constructive Partnership. Celgene and Vividion (the “Partners,” and each a “Partner”) acknowledge that the rights and obligations imposed on each of them pursuant to this US Co-Development and Co-Commercialization Agreement (the “Co-Co Agreement”) that relate to the sharing of profits and losses from the development and commercialization of the US Rights (as defined below), and the collaborative relationship formed between them in connection therewith, give rise to a partnership for U.S. federal (and, to the extent applicable, state) income tax purposes (the “Partnership”), which will commence upon the Effective Date. The activities of the Partners in respect of the development and commercialization of a Shared Product in the US Territory, and the rights related thereto (the “US Rights”), shall be deemed to be conducted in and held by the Partnership. The Partnership, and the rights and obligations set forth in this Exhibit E, shall remain in existence for so long as this Co-Co Agreement remains in full force and effect and no Vividion Opt-Out Date has occurred. The parties further acknowledge that the arrangement described in this Co-Co Agreement (including this Exhibit E) shall be treated by the parties as a partnership solely for U.S. federal (and applicable state) income tax purposes and is not intended to constitute a partnership for any non-tax or non-U.S. purpose.