Common use of Termination by Celgene Clause in Contracts

Termination by Celgene. Without limiting any other legal or equitable remedies that Celgene may have, if Celgene terminates this Agreement in THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. accordance with Section 11.2.1, then the license granted to Acceleron pursuant to Section 4.2 shall terminate, the licenses granted to Celgene under Section 4.1 shall continue in perpetuity and (i) all future royalties payable by Celgene under this Agreement shall be reduced by [* * *] percent [* * *]; (ii) Celgene shall have no obligation to pay any milestones arising under this Agreement after the date of such termination; (iii) Acceleron’s obligations under Article 6 (Exclusivity) shall survive such termination for as long as Celgene is paying royalties pursuant hereto; and (iv) Acceleron shall continue to be solely responsible for all royalty, milestone, and other payments owed to Salk or any other third party licensor pursuant to an agreement executed by Acceleron prior to the Effective Date (or, with respect to any Option Compound, prior to the date that such Option Compound is deemed a Licensed Compound in accordance with Article 7); provided that, if Acceleron is the Breaching Party and Celgene terminates this Agreement in accordance with Section 11.2.1(a) for a breach by Acceleron of its material obligations under Article 6 (Exclusivity) or if Acceleron breaches such Article 6 (Exclusivity) following termination during the period such obligations survive as provided in this Section 11.2.1(b), then Celgene shall have no further obligation to pay any royalties hereunder based on Net Sales arising after the date of such termination, but Celgene shall be responsible for paying any royalties due to Salk and other Third Parties pursuant to Section 5.6.3(c) with respect to activities of Celgene in exercising such licenses.

Termination by Celgene. Without limiting any other legal or equitable remedies that Celgene may have, if Celgene terminates this Agreement in THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. accordance with Section 11.2.110.2.1, then the license granted to Acceleron pursuant to Section 4.2 shall terminate, the licenses granted to Celgene under Section 4.1 shall continue in perpetuity and (i) all future royalties payable by Celgene under this Agreement shall be reduced by [* * *] percent [* * *]; (ii) Celgene shall have no obligation to pay any milestones arising under this Agreement after the date of such termination; (iii) Acceleron’s obligations under Section 2.1.3 (Additional Development Diseases) and Article 6 (Exclusivity) shall survive such termination for as long as Celgene is paying or has an obligation to pay royalties (including a future obligation to pay royalties with respect to a Licensed Product being Developed hereunder that has not yet been Commercialized) pursuant hereto; and (iv) Acceleron shall continue to be solely responsible for all royalty, milestone, and other payments owed to Salk or any other third party licensor pursuant to an agreement executed by Acceleron prior to the Effective Date (or, with respect to any Option Compound, prior to the date that such Option Compound is deemed a Licensed Compound in accordance with Article 7); provided that, if Acceleron is the Breaching Party and Celgene terminates this Agreement in accordance with Section 11.2.1(a10.2.1(a) for a breach by Acceleron of its material obligations under Article 6 (Exclusivity) or if Acceleron breaches such Article 6 (Exclusivity) following termination during the period such obligations survive as provided in this Section 11.2.1(b10.2.2(b), then Celgene shall have no further obligation to pay any royalties hereunder based on Net Sales arising after the date of such termination, but Celgene shall be responsible for paying any royalties due to Salk and other Third Parties pursuant to Section 5.6.3(c5.6.3(d) with respect to activities of Celgene in exercising such licenses. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Termination by Celgene. Without limiting any other legal or equitable remedies that Celgene may have, if Celgene terminates this Agreement in THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. accordance with Section 11.2.110.2.1, then the license granted to Acceleron pursuant to Section 4.2 shall terminate, the licenses granted to Celgene under Section 4.1 shall continue in perpetuity and (i) all future royalties payable by Celgene under this Agreement shall be reduced by [* * *] percent [* * *]; (ii) Celgene shall have no obligation to pay any milestones arising under this Agreement after the date of such termination; (iii) Acceleron’s obligations under Section 2.1.3 (Additional Development Diseases) and Article 6 (Exclusivity) shall survive such termination for as long as Celgene is paying or has an obligation to pay royalties (including a future obligation to pay royalties with respect to a Licensed Product being Developed hereunder that has not yet been Commercialized) pursuant hereto; and (iv) Acceleron shall continue to be solely responsible for all royalty, milestone, and other payments owed to Salk or any other third party licensor pursuant to an agreement executed by Acceleron prior to the Effective Date (or, with respect to any Option Compound, prior to the date that such Option Compound is deemed a Licensed THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Compound in accordance with Article 7); provided that, if Acceleron is the Breaching Party and Celgene terminates this Agreement in accordance with Section 11.2.1(a10.2.1(a) for a breach by Acceleron of its material obligations under Article 6 (Exclusivity) or if Acceleron breaches such Article 6 (Exclusivity) following termination during the period such obligations survive as provided in this Section 11.2.1(b10.2.2(b), then Celgene shall have no further obligation to pay any royalties hereunder based on Net Sales arising after the date of such termination, but Celgene shall be responsible for paying any royalties due to Salk and other Third Parties pursuant to Section 5.6.3(c5.6.3(d) with respect to activities of Celgene in exercising such licenses.

Termination by Celgene. Without limiting any other legal or equitable remedies that Celgene may have, if Celgene terminates this Agreement in THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. accordance with Section 11.2.110.2.1, then (i) the license licenses granted to Acceleron pursuant to Section 4.2 shall terminate, (ii) the right of reference granted to Celgene by Acceleron under Section 4.5.1 shall become perpetual and irrevocable, (iii) Acceleron shall no longer retain the rights set forth in Section 4.3, (iv) the licenses granted to Celgene under Section 4.1 shall continue in perpetuity perpetuity, (v) as between the Parties and (i) all future royalties payable by without limiting any other provision of this Agreement, Celgene under this Agreement shall be reduced by solely responsible for all Commercialization of Licensed Products in the Field (including booking all sales, and managing the sale, invoicing and distribution system for Licensed Products in the Field), such Commercialization to be conducted in Celgene’s sole discretion, (vi) Acceleron shall assign to Celgene all of its rights, title and interest in Product Trademarks for Sotatercept Licensed Products in the PH Field, (vii) Acceleron shall transfer to Celgene ownership of any NDAs or Regulatory Approvals then in Acceleron’s name related to Sotatercept Licensed Compounds or Sotatercept Licensed Products in the PH Field and notify the appropriate Regulatory Authorities and take any other action reasonably necessary to effect such transfer of ownership; provided that if ownership of an NDA or Regulatory Approval cannot be transferred to Celgene in any country, Acceleron hereby grants (effective only upon any such termination of this Agreement) to Celgene a permanent, exclusive (even as to Acceleron) and irrevocable right of access and reference to such NDAs and Regulatory Approvals for Sotatercept Licensed Compounds and Sotatercept Licensed Products in such country in the PH Field, (viii) Celgene shall pay Acceleron [* * *] percent [* * *]] of the Celgene Field Royalty Rate (calculated as if the relevant Licensed Product is in the Celgene Field and Celgene is the Distributing Party for such Licensed Product) on all Net Sales of Licensed Products in the Field in a country in the Territory occurring after the effective date of termination for (A) with respect to Licensed Products in the Celgene Field, the duration of the Royalty Term for such Licensed Product in such country and (B) with respect to Sotatercept Licensed Products in the PH Field, the duration of the PH Field Royalty Term for such Sotatercept Licensed Product in such country; (iiix) Celgene shall have no obligation to pay any milestones arising under this Agreement after the date of such termination; (iiix) Acceleron’s obligations under Article 6 (Exclusivity) shall survive such termination for as long as Celgene is paying royalties pursuant hereto; and (ivxi) Acceleron shall continue to be solely responsible for all royalty, milestone, and other payments owed to Salk or any other third party licensor pursuant to an agreement executed by Acceleron prior to the Effective Date (or, with respect to any Option Compound, prior to the date that such Option Compound is deemed a Licensed THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Compound in accordance with Article 7); provided that, if Acceleron is the Breaching Party and Celgene terminates this Agreement in accordance with Section 11.2.1(a10.2.1(a) for a breach by Acceleron of its material obligations under Article 6 (Exclusivity) or if Acceleron breaches such Article 6 (Exclusivity) following termination during the period such obligations survive as provided in this Section 11.2.1(b10.2.1(b), then Celgene shall have no further obligation to pay any royalties hereunder based on Celgene Field Net Sales arising after the date of such termination, but Celgene shall be responsible for paying royalties based on PH Field Net Sales and any royalties due to Salk and other Third Parties pursuant to Section 5.6.3(c) with respect to activities of Celgene in exercising such licenses.

Termination by Celgene. Without limiting any other legal or equitable remedies that Celgene may have, if Celgene terminates this Agreement in THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. accordance with Section 11.2.110.2.1, then the license granted to Acceleron pursuant to Section 4.2 shall terminate, the licenses granted to Celgene under Section 4.1 shall continue in perpetuity and (i) all future royalties payable by Celgene under this Agreement shall be reduced by [* * *] percent [* * *]; (ii) Celgene shall have no obligation to pay any milestones arising under this Agreement after the date of such termination; (iii) Acceleron’s obligations under Section 2.1.3 (Additional Development Diseases) and Article 6 (Exclusivity) shall survive such termination for as long as Celgene is paying or has an obligation to pay royalties (including a future obligation to pay royalties with respect to a Licensed Product being Developed hereunder that has not yet been Commercialized) pursuant hereto; and (iv) Acceleron shall continue to be solely responsible for all royalty, milestone, and other payments owed to Salk or any other third party licensor pursuant to an agreement executed by Acceleron prior to the Effective Date (or, with respect to any Option Compound, prior to the date that such Option Compound is deemed a Licensed 72 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Compound in accordance with Article 7); provided that, if Acceleron is the Breaching Party and Celgene terminates this Agreement in accordance with Section 11.2.1(a10.2.1(a) for a breach by Acceleron of its material obligations under Article 6 (Exclusivity) or if Acceleron breaches such Article 6 (Exclusivity) following termination during the period such obligations survive as provided in this Section 11.2.1(b10.2.2(b), then Celgene shall have no further obligation to pay any royalties hereunder based on Net Sales arising after the date of such termination, but Celgene shall be responsible for paying any royalties due to Salk and other Third Parties pursuant to Section 5.6.3(c5.6.3(d) with respect to activities of Celgene in exercising such licenses.. 10.3

Termination by Celgene. Without limiting any other legal or equitable remedies that Celgene may have, if Celgene terminates this Agreement in THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. accordance with Section 11.2.1, then the license granted to Acceleron pursuant to Section 4.2 shall terminate, the licenses granted to Celgene under Section 4.1 shall continue in perpetuity and (i) all future royalties payable by Celgene under this Agreement shall be reduced by [* * *] percent [* * *]; (ii) Celgene shall have no obligation to pay any milestones arising under this Agreement after the date of such termination; (iii) Acceleron’s obligations under Article 6 (Exclusivity) shall survive such termination for as long as Celgene is paying royalties pursuant hereto; and (iv) Acceleron shall continue to be solely responsible for all royalty, milestone, and other payments owed to Salk or any other third party licensor pursuant to an agreement executed by Acceleron prior to the Effective Date (or, THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. with respect to any Option Compound, prior to the date that such Option Compound is deemed a Licensed Compound in accordance with Article 7); provided that, if Acceleron is the Breaching Party and Celgene terminates this Agreement in accordance with Section 11.2.1(a) for a breach by Acceleron of its material obligations under Article 6 (Exclusivity) or if Acceleron breaches such Article 6 (Exclusivity) following termination during the period such obligations survive as provided in this Section 11.2.1(b), then Celgene shall have no further obligation to pay any royalties hereunder based on Net Sales arising after the date of such termination, but Celgene shall be responsible for paying any royalties due to Salk and other Third Parties pursuant to Section 5.6.3(c) with respect to activities of Celgene in exercising such licenses.

Termination by Celgene. Without limiting any other legal or equitable remedies that Celgene may have, if Celgene terminates this Agreement in THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. accordance with Section 11.2.110.2.1, then the license granted to Acceleron pursuant to Section 4.2 shall terminate, the licenses granted to Celgene under Section 4.1 shall continue in perpetuity and (i) all future royalties payable by Celgene under this Agreement shall be reduced by [* * *] percent [* * *]; (ii) Celgene shall have no obligation to pay any milestones arising under this Agreement after the date of such termination; (iii) Acceleron’s obligations under Section 2.1.3 (Additional Development Diseases) and Article 6 (Exclusivity) shall survive such termination for as long as Celgene is paying or has an obligation to pay royalties (including a future obligation to pay royalties with respect to a Licensed Product being Developed hereunder that has not yet been Commercialized) pursuant hereto; and (iv) Acceleron shall continue to be solely responsible for all royalty, milestone, and other payments owed to Salk or any other third party licensor pursuant to an agreement executed by Acceleron prior to the Effective Date (or, with respect to any Option Compound, prior to the date that such Option Compound is deemed a Licensed Compound in accordance with Article 7); provided that, if Acceleron is the Breaching Party and Celgene terminates this Agreement in accordance with Section 11.2.1(a10.2.1(a) for a breach by Acceleron of its material obligations under Article 6 (Exclusivity) or if Acceleron breaches such Article 6 (Exclusivity) following termination during the period such obligations survive as provided in this Section 11.2.1(b10.2.2(b), then Celgene shall have no further obligation to pay any CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[* * *]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. royalties hereunder based on Net Sales arising after the date of such termination, but Celgene shall be responsible for paying any royalties due to Salk and other Third Parties pursuant to Section 5.6.3(c5.6.3(d) with respect to activities of Celgene in exercising such licenses.