Common use of No Conflicts; Non-Contravention Clause in Contracts

No Conflicts; Non-Contravention. Neither the execution and delivery of this Agreement nor compliance with the terms and provisions hereof on the part of Celgene will violate or conflict with any Celgene entity’s charter, certificate of incorporation, bylaws or other organizational or constitutive documents. Neither the execution and delivery of this Agreement nor compliance with the terms and provisions hereof on the part of Celgene will breach any statutes or regulations of any governmental authority, domestic or foreign, or will conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree, agreement or instrument to which any Celgene entity or any of its Affiliates or other entities under common control with such Celgene entity is a party or by which it or its assets may be bound, or constitute a default thereunder or an event which with the giving of notice or passage of time or both would constitute a default thereunder, or require the consent of any Person or entity (other than consents obtained on or before the Closing Date), which, in each of the foregoing cases, would have any material adverse impact on Celgene’s ability to perform its obligations hereunder.

No Conflicts; Non-Contravention. Neither the execution and delivery of this Agreement nor compliance with the terms and provisions hereof on the part of Celgene BeiGene will violate or conflict with any Celgene BeiGene entity’s charter, certificate of incorporation, bylaws or other organizational or constitutive documents. Neither the execution and delivery of this Agreement nor compliance with the terms and provisions hereof on the part of Celgene BeiGene will breach any statutes or regulations of any governmental authority, securities exchange, domestic or foreign, or will conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree, agreement or instrument to which any Celgene BeiGene entity or any of its Affiliates or other entities under common control with such Celgene BeiGene entity is a party or by which it or its assets may be bound, or constitute a default thereunder or an event which with the giving of notice or passage of time or both would constitute a default thereunder, or require the consent of any Person or entity (other than consents obtained on or before the Closing Date), which, in each of the foregoing cases, would have any material adverse impact on CelgeneBeiGene’s ability to perform its obligations hereunder.