Common use of Shire Agreement Clause in Contracts

Shire Agreement. The Parties acknowledge and agree that (i) pursuant to the Shire Agreement, Shire has been granted the right to take measures it deems appropriate to stop infringing activities in respect to Patent Rights and Know-How (which may be Acceleron Technology hereunder) in respect to “Licensed Compounds” and “Licensed Product” in the “Field” (each as defined in the Shire Agreement) in all countries of the world other than those of North America if Acceleron elects not to take any action, and Celgene’s right to enforce such Patent Rights and Know-How are subject to Shire’s prior rights; and (ii) to the extent that Shire is enforcing such Patent Rights or Know-How, Acceleron shall keep Celgene informed in accordance with this Section 8.3 and shall use commercially reasonable efforts to cause Shire to take the actions specified by this Section 8.3, if applicable to such Patent Right or Know-How, in a manner consistent with the Shire Agreement; provided that Acceleron will not be in breach of its obligations under this Section 8.3 if, after using such commercially reasonable efforts, it is unable to comply with such obligations because of actions taken or not taken by Shire.