Common use of Negotiation of License Agreement Clause in Contracts

Negotiation of License Agreement. Upon the exercise by CELGENE of the Option set forth in Section 2.2.2, CELGENE and CMCC and/or such THIRD PARTY RESEARCHER, as applicable, shall negotiate in good faith for up to three (3) months for the financial and other material terms, including diligence and indemnification terms, of the license agreement ("Initial Negotiation Period"). If written agreement has been reached between CMCC and/or the THIRD PARTY RESEARCHER, as applicable, on the one hand, and CELGENE, on the other hand, regarding such terms during such three (3) month period, then the Initial Negotiation Period shall automatically, without any further action by either party, be extended for an additional three (3) months (or any longer period as agreed to by the parties) (together with the Initial Negotiation Period, the "Negotiation Period") to permit negotiation and execution of a mutually-agreeable license agreement. CELGENE agrees that it shall reimburse CMCC for all Patent Costs incurred during the Negotiation Period, provided that (a) if the parties cease good faith negotiations with respect to the relevant THALIDOMIDE INVENTION, CELGENE may notify CMCC in writing, and CELGENE shall have no obligation to pay for any Patent Costs incurred after the receipt of such notice by CMCC and (b) if CMCC and/or the THIRD PARTY RESEARCHER, as applicable, on the one hand, and CELGENE, on the other hand, execute a license agreement relating to the relevant THALIDOMIDE INVENTION, the terms and conditions of such agreement shall govern the payment of Patent Costs incurred thereafter. CELGENE agrees that it shall not be entitled to reduce the royalties owed under Section 4 of this Agreement, pursuant to the terms of Section 7.7 hereof or otherwise, to offset payments owed to a THIRD PARTY RESEARCHER pursuant to a license agreement executed as set forth in this Section 2.2. CELGENE and CMCC agree that the payments due pursuant to Section 4 of this Agreement shall not be affected by any payment terms of a license agreement between CELGENE and CMCC executed as set forth in this

Negotiation of License Agreement. Upon the exercise by CELGENE of the Option set forth in Section 2.2.2, CELGENE and CMCC and/or such THIRD PARTY RESEARCHER, as applicable, shall negotiate in good faith for up to three (3) months for the financial and other material terms, including diligence and indemnification terms, of the license agreement ("Initial Negotiation Period"). If written agreement has been reached between CMCC and/or the THIRD PARTY RESEARCHER, as applicable, on the one hand, and CELGENE, on the other hand, regarding such terms during such three (3) month period, then the Initial Negotiation Period shall automatically, without any further action by either party, be extended for an additional three (3) months (or any longer period as agreed to by the parties) (together with the Initial Negotiation Period, the "Negotiation Period") to permit negotiation and execution of a mutually-agreeable license agreement. CELGENE agrees that it shall reimburse CMCC for all Patent Costs incurred during the Negotiation Period, provided that (a) if the parties cease good faith negotiations with respect to the relevant THALIDOMIDE INVENTION, CELGENE may notify CMCC in writing, and CELGENE shall have no obligation to pay for any Patent Costs incurred after the receipt of such notice by CMCC and (b) if CMCC and/or the THIRD PARTY RESEARCHER, as applicable, on the one hand, and CELGENE, on the other hand, execute a license agreement relating to the relevant THALIDOMIDE INVENTION, the terms and conditions of such agreement shall govern the payment of Patent Costs incurred thereafter. CELGENE agrees that it shall not be entitled to reduce the royalties owed under Section 4 of this Agreement, pursuant to the terms of Section 7.7 hereof or otherwise, to offset payments owed to a THIRD PARTY RESEARCHER pursuant to a license agreement executed as set forth in this Section 2.2. CELGENE and CMCC agree that the payments due pursuant to Section 4 of this Agreement shall not be affected by any payment terms of a license agreement between CELGENE and CMCC executed as set forth in thisthis Section 2.2, it being understood that CELGENE and CMCC are free to agree that payments due under such license agreement may be offset or otherwise reduced by payments due hereunder. BIOVENTURE agrees that it shall not be entitled to any portion of any amount that becomes payable by CELGENE to CMCC or any THIRD PARTY RESEARCHER pursuant to a license agreement executed as set forth in this Section 2.2. CMCC agrees, and shall contractually obligate such THIRD PARTY RESEARCHER, as applicable, to agree, that it will not, during the Option Period and the Negotiation Period, enter into or negotiate with any third party any agreement or contract that would be inconsistent with the grant of the Option to CELGENE hereunder. If the parties are unable to negotiate and execute a mutually acceptable license agreement within the Negotiation Period, CMCC and such THIRD PARTY RESEARCHER shall have no further obligation to CELGENE with respect to the relevant THALDOMIDE INVENTION. CMCC shall notify BIOVENTURE if the Negotiation Period expires without execution of a license agreement between CELGENE and CMCC.

Negotiation of License Agreement. Upon the exercise by CELGENE of the Option set forth in Section 2.2.2, CELGENE and CMCC and/or such THIRD PARTY RESEARCHER, as applicable, shall negotiate in good faith for up to three (3) months for the financial and other material terms, including diligence and indemnification terms, of the license agreement ("Initial Negotiation -11- <PAGE> Period"). If written agreement has been reached between CMCC and/or the THIRD PARTY RESEARCHER, as applicable, on the one hand, and CELGENE, on the other hand, regarding such terms during such three (3) month period, then the Initial Negotiation Period shall automatically, without any further action by either party, be extended for an additional three (3) months (or any longer period as agreed to by the parties) (together with the Initial Negotiation Period, the "Negotiation Period") to permit negotiation and execution of a mutually-agreeable license agreement. CELGENE agrees that it shall reimburse CMCC for all Patent Costs incurred during the Negotiation Period, provided that (a) if the parties cease good faith negotiations with respect to the relevant THALIDOMIDE INVENTION, CELGENE may notify CMCC in writing, and CELGENE shall have no obligation to pay for any Patent Costs incurred after the receipt of such notice by CMCC and (b) if CMCC and/or the THIRD PARTY RESEARCHER, as applicable, on the one hand, and CELGENE, on the other hand, execute a license agreement relating to the relevant THALIDOMIDE INVENTION, the terms and conditions of such agreement shall govern the payment of Patent Costs incurred thereafter. CELGENE agrees that it shall not be entitled to reduce the royalties owed under Section 4 of this Agreement, pursuant to the terms of Section 7.7 hereof or otherwise, to offset payments owed to a THIRD PARTY RESEARCHER pursuant to a license agreement executed as set forth in this Section 2.2. CELGENE and CMCC agree that the payments due pursuant to Section 4 of this Agreement shall not be affected by any payment terms of a license agreement between CELGENE and CMCC executed as set forth in thisthis -12- <PAGE> Section 2.2, it being understood that CELGENE and CMCC are free to agree that payments due under such license agreement may be offset or otherwise reduced by payments due hereunder. BIOVENTURE agrees that it shall not be entitled to any portion of any amount that becomes payable by CELGENE to CMCC or any THIRD PARTY RESEARCHER pursuant to a license agreement executed as set forth in this Section 2.2. CMCC agrees, and shall contractually obligate such THIRD PARTY RESEARCHER, as applicable, to agree, that it will not, during the Option Period and the Negotiation Period, enter into or negotiate with any third party any agreement or contract that would be inconsistent with the grant of the Option to CELGENE hereunder. If the parties are unable to negotiate and execute a mutually acceptable license agreement within the Negotiation Period, CMCC and such THIRD PARTY RESEARCHER shall have no further obligation to CELGENE with respect to the relevant THALIDOMIDE INVENTION. CMCC shall notify BIOVENTURE if the Negotiation Period expires without execution of a license agreement between CELGENE and CMCC. 2.2.5

Negotiation of License Agreement. Upon the exercise by CELGENE of the Option set forth in Section 2.2.2, CELGENE and CMCC and/or such THIRD PARTY RESEARCHER, as applicable, shall negotiate in good faith for up to three (3) months for the financial and other material terms, including diligence and indemnification terms, of the license agreement ("Initial Negotiation Period"). If written agreement has been reached between CMCC and/or the THIRD PARTY RESEARCHER, as applicable, on the one hand, and CELGENE, on the other hand, regarding such terms during such three (3) month period, then the Initial Negotiation Period shall automatically, without any further action by either party, be extended for an additional three (3) months (or any longer period as agreed to by the parties) (together with the Initial Negotiation Period, the "Negotiation Period") to permit negotiation and execution of a mutually-agreeable license agreement. CELGENE agrees that it shall reimburse CMCC for all Patent Costs incurred during the Negotiation Period, provided that (a) if the parties cease good faith negotiations with respect to the relevant THALIDOMIDE INVENTION, CELGENE may notify CMCC in writing, and CELGENE shall have no obligation to pay for any Patent Costs incurred after the receipt of such notice by CMCC and (b) if CMCC and/or the THIRD PARTY RESEARCHER, as applicable, on the one hand, and CELGENE, on the other hand, execute a license agreement relating to the relevant THALIDOMIDE INVENTION, the terms and conditions of such agreement shall govern the payment of Patent Costs incurred thereafter. CELGENE agrees that it shall not be entitled to reduce the royalties owed under Section 4 of this Agreement, pursuant to the terms of Section 7.7 hereof or otherwise, to offset payments owed to a THIRD PARTY RESEARCHER pursuant to a license agreement executed as set forth in this Section 2.2. CELGENE and CMCC agree that the payments due pursuant to Section 4 of this Agreement shall not be affected by any payment terms of a license agreement between CELGENE and CMCC executed as set forth in thisthis Section 2.2, it being understood that CELGENE and CMCC are free to agree that payments due under such license agreement may be offset or otherwise reduced by payments due hereunder. BIOVENTURE agrees that it shall not be entitled to any portion of any amount that becomes payable by CELGENE to CMCC or any THIRD PARTY RESEARCHER pursuant to a license agreement executed as set forth in this Section 2.2. CMCC agrees, and shall contractually obligate such THIRD PARTY RESEARCHER, as applicable, to agree, that it will not, during the Option Period and the Negotiation Period, enter into or negotiate with any third party any agreement or contract that would be inconsistent with the grant of the Option to CELGENE hereunder. If the parties are unable to negotiate and execute a mutually acceptable license agreement within the Negotiation Period, CMCC and such THIRD PARTY RESEARCHER shall have no further obligation to CELGENE with respect to the relevant THALIDOMIDE INVENTION. CMCC shall notify BIOVENTURE if the Negotiation Period expires without execution of a license agreement between CELGENE and CMCC.