Exercise; Diligence Process Sample Clauses

Exercise; Diligence Process. Celgene shall have the right, but not the obligation, to exercise the Call Option by delivery of written notice to Bluebird (the “Call Option Exercise Notice”) at any time prior to the expiration of the Call Option Exercise Period. Upon request made by Celgene during the Call Option Exercise Period, Bluebird will use its commercially reasonable efforts to provide Celgene with reasonable access to such scientific, technical, clinical, manufacturing, regulatory and other information and such personnel, at reasonable times and on a reasonable number of occasions, as may be reasonably necessary for Celgene to determine its own internal estimate of the Call Option Exercise Price. For clarity, Bluebird shall be under no obligation to share with Celgene its own internal estimate of the Call Option Exercise Price, if any. If Celgene fails to exercise the Call Option by delivery of written notice to Bluebird or otherwise delivers written notice to Bluebird of its decision not to exercise the Call Option, in either case, prior to the expiration of the Call Option Exercise Period, then (a) the procedures specified in Section 1.6 below will automatically terminate CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. without any obligation on either Party to consummate the Call Option and (b) Bluebird shall be free to consummate a Corporate Event without any further obligation to Celgene under this Exhibit L, provided that, if a Corporate Event is not publicly announced within nine (9) months following the Call Option Triggering Event Notice described above, then, if during the remaining portion of the Call Option Period, a subsequent Call Option Triggering Event occurs, the procedures set forth in this Exhibit L will apply with respect to such subsequent Call Option Triggering Event.