Sale Transaction or Amgen Acquisition. In the event of (x) a Sale Transaction, or (y) the acquisition by Amgen of all or substantially all of the business of a Third Party (together with any entities that were Affiliates of such Third Party immediately prior to such acquisition, an “Amgen Acquiree”), whether by merger, sale of stock, sale of assets or otherwise (an “Amgen Acquisition”), the intellectual property rights of the acquiring party in a Sale Transaction, if other than one of the Parties to this Agreement (together with any entities that were affiliates of such Third Party immediately prior to such Sale Transaction, a “Third Party Acquirer”), or the Amgen Acquiree, as applicable, shall not be included in the technology licensed hereunder or otherwise subject to this Agreement.
Sale Transaction or Amgen Acquisition. In the event of (x) a Sale Transaction (as defined in Section 13.8(a)), or (y) the acquisition by Amgen of all or substantially all of the business of a Third Party (together with any entities that were affiliates of such Third Party immediately prior to such acquisition, an “Amgen Acquiree”), whether by merger, sale of stock, sale of assets or otherwise (an “Amgen Acquisition”):
Sale Transaction or Amgen Acquisition. In the event of (x) a Sale Transaction involving Amgen, or (y) the acquisition by Amgen of all or substantially all of the business of a Third Party (together with any entities that were Affiliates of such Third Party immediately prior to such acquisition, an “Amgen Acquiree”), whether by merger, sale of stock, sale of assets or otherwise (an “Amgen Acquisition”), intellectual property rights of the acquiring party in a Sale Transaction, if other than one of the Parties to this Agreement (together with any entities that were affiliates of such Third Party immediately prior to such Sale Transaction, a “Third Party Acquirer”), or the Amgen Acquiree, as applicable, shall not be included in the Patent Rights or Know-How licensed hereunder by Amgen to Kite or otherwise subject to this Agreement, except that to the extent the Amgen Acquiree or Third Party Acquirer owns any Blocking Patents relative to any Kite Product, Amgen shall and hereby does grant to Kite a non-exclusive license, for no additional consideration (provided, however, that in the event that Amgen would be obligated to make any payments to a Third Party in connection with the grant of the foregoing license to any Blocking Patents, then unless Kite agrees to assume such payment obligations, such license grant will exclude a license under the applicable Blocking Patents), until the expiration of the last to expire of such Blocking Patents, on a country-by-country basis, or termination of this Agreement relative to such Kite Product, whichever comes first, provided that at the time of such Sale Transaction or Amgen Acquisition, such non-exclusive license rights are available for such grant and have not been exclusively licensed to any Third Party.
Sale Transaction or Amgen Acquisition. In the event of (x) a Sale Transaction, or (y) the acquisition by AMGEN or XXXXX of all or substantially all of the business of a Third Party (together with any entities that were Affiliates of such Third Party immediately prior to such acquisition, an “Acquiree”), whether by merger, sale of stock, sale of assets or otherwise (an “Acquisition”), intellectual property rights of the acquiring party in a Sale Transaction, if other than one of the Parties to this Agreement (together with any entities that were affiliates of such Third Party immediately prior to such Sale Transaction, a “Third Party Acquirer”), or the Acquiree, as applicable, shall not be: (a) included (as the licensor or licensee) in the technology licensed hereunder, (b) the subject (either granting or receiving) of any covenant not to xxx hereunder except as provided for in Section 2.6 or (c) otherwise subject to this Agreement, except as specified in Section 5.4 with respect to Distracting Products.
Sale Transaction or Amgen Acquisition. [*…***…]
