Common use of Covenants Regarding Third Party License(s) Clause in Contracts

Covenants Regarding Third Party License(s). Acceleron agrees that during the Agreement Term: (a) Acceleron shall not modify or amend any of the Third Party License(s) in any way that would adversely affect Celgene’s obligations, rights or economic interest under this Agreement without Celgene’s prior written consent; (b) Acceleron shall not terminate any of the Third Party License(s) in whole or in part, without Celgene’s prior written consent, if such termination would adversely affect Celgene’s license granted hereunder; (c) As between Celgene and Acceleron, Acceleron shall be solely responsible for, and shall make, all payments owed to the Third Party Licensor(s) pursuant to the Third Party License(s); (d) Acceleron shall not, solely to the extent such action or failure to act would adversely affect Celgene’s obligations, rights or economic interest under this Agreement, exercise or fail to exercise or perform any of Acceleron’s rights or obligations under any of the Third Party License(s) that relate to the Licensed Compounds, Licensed Products, or Celgene’s rights or obligations hereunder (including the right to negotiate with any Third Party Licensor with respect to any inventions), in each case, without the prior written consent of Celgene, not to be unreasonably withheld; and, at the reasonable request of Celgene, Acceleron shall exercise such rights or perform such obligations and make such requests as are permitted under each of the Third Party License(s); (e) Acceleron shall promptly furnish Celgene with copies of all reports and other communications that Acceleron furnishes to the Third Party Licensors that relate to the subject of this Agreement; (f) Acceleron shall promptly furnish Celgene with copies of all reports and other communications that Acceleron receives from any Third Party Licensor that relate to the subject of this Agreement; (g) Acceleron shall furnish Celgene with copies of all notices received by Acceleron relating to any alleged breach or default by Acceleron under the Third Party Licenses within [* * *] after Acceleron’s receipt thereof; in addition, if Acceleron should at any time breach the Third Party Licenses or become unable to timely perform its obligations thereunder, Acceleron shall immediately notify Celgene; provided that, in either case, such notice shall only be required if such breach, default, or inability to perform in any way could adversely affect Celgene’s obligations, rights or economic interest under this Agreement; (h) If Acceleron cannot or chooses not to cure or otherwise resolve any alleged breach or default under the Third Party Licenses and such breach or default in any way could adversely affect Celgene’s obligations, rights or economic interest under this Agreement, Acceleron shall so notify Celgene within [* * *] of such decision, which shall not be less than [* * *] prior to the expiration of the cure period under any such Third Party License; provided that Acceleron shall use Commercially Reasonable Efforts to cure any such breach or default; and (i) Celgene, in its sole discretion, shall be permitted to [* * *] under the Third Party Licenses in accordance with the terms and conditions of the Third Party Licenses, or otherwise resolve such breach directly with the Third Party Licensor, if such breach or default in any way could adversely affect Celgene’s obligations, rights or economic interest under this Agreement; and, if [* * *].