Common use of ONCOMED Clause in Contracts

ONCOMED. Notwithstanding the limitations in Section 12.4.1, OncoMed may assign this Agreement, or any rights or obligations hereunder in whole or in part, to (a) one or more Affiliates solely as provided in this Section 12.4.3 or (b) its successor in connection with the merger, consolidation, or sale of all or substantially all of its assets or that portion of its business pertaining to the subject matter of this Agreement; provided however that, except in the case where OncoMed [***], (i) OncoMed provides Celgene with at least [***] advance written notice of any such assignment(s), (ii) prior to such assignment(s), OncoMed agrees in a written agreement delivered to Celgene (and upon which Celgene may rely) to remain fully liable for the performance of its obligations under this Agreement by its assignee(s), and (iii) prior to such assignment(s), the assignee(s) agree in a written agreement delivered to Celgene (and upon which Celgene may rely) to assume performance of all such assigned obligations, (iv) in the case of any assignment(s) by OncoMed, all [***], and (v) all of the matters referred to in clauses (i), (ii), (iii) and (iv), as applicable, will be set forth in documentation [***] prior to any such assignment(s) [***] and in all cases will provide [***]. If OncoMed wishes to assign [***], it will be permitted to do so conditioned on [***]. In the case of any assignment by OncoMed, whether pursuant to Section 12.4.1 or this 12.4.3, OncoMed shall [***].

ONCOMED. Notwithstanding the limitations in Section 12.4.111.4.1, OncoMed may assign this [***]SM Agreement, or any rights or obligations hereunder in whole or in part, to (a) one or more Affiliates solely as provided in this Section 12.4.3 11.4.3 or (b) its successor in connection with the merger, consolidation, or sale of all or substantially all of its assets or that portion of its business pertaining to the subject matter of this [***]SM Agreement; provided however that, except in the case where OncoMed [***][, (i) OncoMed provides Celgene with at least [***] advance written notice of any such assignment(s), (ii) prior to such assignment(s), OncoMed agrees in a written agreement delivered to Celgene (and upon which Celgene may rely) to remain fully liable for the performance of its obligations under this [***]SM Agreement by its assignee(s), and (iii) prior to such assignment(s), the assignee(s) agree in a written agreement delivered to Celgene (and upon which Celgene may rely) to assume performance of all such assigned obligations, (iv) in the case of any assignment(s) by OncoMed, all [***], ] and (v) all of the matters referred to in clauses (i), (ii), (iii) and (iv), as applicable, will be set forth in documentation [***] prior to any such assignment(s) [***] and in all cases will provide [***]. If OncoMed wishes to assign [***], it will be permitted to do so conditioned on [***]. In the case of any assignment by OncoMed, whether pursuant to Section 12.4.1 11.4.1 or this 12.4.311.4.3, OncoMed shall [***].

ONCOMED. Notwithstanding the limitations in Section 12.4.111.4.1, OncoMed may assign this License Agreement, or any rights or obligations hereunder in whole or in part, to (a) one or more Affiliates solely as provided in this Section 12.4.3 11.4.3 or (b) its successor in connection with the merger, consolidation, or sale of all or substantially all of its assets or that portion of its business pertaining to the subject matter of this License Agreement; provided however that, except in the case where OncoMed [***], (i) OncoMed provides Celgene with at least [***] advance written notice of any such assignment(s), (ii) prior to such assignment(s), OncoMed agrees in a written agreement delivered to Celgene (and upon which Celgene may rely) to remain fully liable for the performance of its obligations under this License Agreement by its assignee(s), and (iii) prior to such assignment(s), the assignee(s) agree in a written agreement delivered to Celgene (and upon which Celgene may rely) to assume performance of all such assigned obligations, (iv) in the case of any assignment(s) by OncoMed, all [***], and (v) all of the matters referred to in clauses (i), (ii), (iii) and (iv), as applicable, will be set forth in documentation [***] prior to any such assignment(s) [***] and in all cases will provide [***]. If OncoMed wishes to assign [***], it will be permitted to do so conditioned on [***]. In the case of any assignment by OncoMed, whether pursuant to Section 12.4.1 11.4.1 or this 12.4.311.4.3, OncoMed shall [***].

ONCOMED. Notwithstanding the limitations in Section 12.4.111.4.1, OncoMed may assign this Co-Co Agreement, or any rights or obligations hereunder in whole or in part, to (a) one or more Affiliates solely as provided in this Section 12.4.3 11.4.3 or (b) its successor in connection with the merger, consolidation, or sale of all or substantially all of its assets or that portion of its business pertaining to the subject matter of this Co-Co Agreement; provided however that, except in the case where OncoMed [***], (i) OncoMed provides Celgene with at least [***] advance written notice of any such assignment(s), (ii) prior to such assignment(s), OncoMed agrees in a written agreement delivered to Celgene (and upon which Celgene may rely) to remain fully liable for the performance of its obligations under this Co-Co Agreement by its assignee(s), and (iii) prior to such assignment(s), the assignee(s) agree in a written agreement delivered to Celgene (and upon which Celgene may rely) to assume performance of all such assigned obligations, (iv) in the case of any assignment(s) by OncoMed, all [***], and (v) all of the matters referred to in clauses (i), (ii), (iii) and (iv), as applicable, will be set forth in documentation [***] prior to any such assignment(s) [***] and in all cases will provide [***]. If OncoMed wishes to assign [***], it will be permitted to do so conditioned on [***]. In the case of any assignment by OncoMed, whether pursuant to Section 12.4.1 11.4.1 or this 12.4.311.4.3, OncoMed shall [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.