Exclusive. Both parties agree that the remedy specified in [Section 7.9(a)] above is not exclusive of any other remedy for the breach by Executive of the terms hereof.

SYNGAP1 Co-Co Products. The Parties will jointly develop a global publication strategy for the [[Unknown Identifier]] Co-Co Products, including a strategy for the publication of data generated under this Agreement from the conduct of Clinical Trials for [[Unknown Identifier]] Co-Co Products.

Definition. "Option" shall mean: # the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; # the right of first refusal or first offer to lease either the Premises or other property of Lessor; # the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor.

Definition. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Project, Lessor's right to other income therefrom, and/or Lessor's business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Project address. The term "Real Property Taxes" shall also include any tax, fee, levy, assessment or charge, or any increase therein: # imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Project, # a change in the improvements thereon, and/or # levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. In calculating Real Property Taxes for any calendar year, the Real Property Taxes for any real estate tax year shall be included in the calculation of Real Property Taxes for such calendar year based upon the number of days which such calendar year and tax year have in common.

Exclusive. Both parties agree that the remedy specified in Section 7.9(a) above is not exclusive of any other remedy for the breach by Executive of the terms hereof.

Definition of Co-Exclusive. For purposes of [Section 5.1.2(a)(ii)] and [Section 5.2.2], “co-exclusive (with Fate)” or “co-exclusive (with Janssen)” means that the granting Party shall retain all of the same rights granted to the other Party under the intellectual property rights licensed thereunder. The granting Party covenants not to grant to any Third Party, without the prior written consent of the other Party, a license under such retained rights to conduct the activities licensed to the other Party.

Definition of Co-Exclusive. For purposes of this Section 3.1, “co-exclusive (with Janssen)” means that Janssen shall retain all of the same rights under the Janssen Profit Share Product Patents, Janssen Profit Share Product Know-How, Product Trademarks, Fate Product Patents and Fate Product Know-How to Commercialize the Profit Share Product in addition to Fate under [Section 3.1.1], and Janssen covenants not to grant to any Third Party, without the prior written consent of Fate, a license under such retained rights to the Janssen Profit Share Product Patents, Janssen Profit Share Product Know-How, Product Trademarks, Fate Product Patents and Fate Product Know-How to conduct the applicable licensed activities with respect to the Profit Share Product in the U.S.

Co-Co Licenses. In the event that through the JGC the Parties identify Patents, Know-How or Materials of a Third Party that are necessary to Develop and Commercialize Elected Candidate and Licensed Product worldwide, upon JGC recommendation, one or the other Party (or both) will use commercially reasonable efforts to obtain a license or other rights to such Patents, Know-How or Materials for use in connection with the performance of such Development and Commercialization (“Co-Co In-Licenses”). Prior to entering into any Co-Co In-License, the contracting Party will provide a draft copy to the other Party and the other Party will have the right to review and provide comments to such proposed Co-Co In-License. Neither Party will enter into a Co-Co In-License without the prior approval of the JGC, provided that [[Celgene Corp:Organization]] will be free to enter into any Co-Co In-License for ROW Administration notwithstanding this Section 8.1. If a Party enters into any Co-Co In-Licenses during the CCPS Agreement Term, [Appendix E] hereto will be updated accordingly to include such Co-Co In-Licenses.

Definition. A “Reorganization Event” shall mean: # any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, # any transfer or disposition of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange or other transaction or # any liquidation or dissolution of the Company.

Maintenance of Co-Co In-Licenses. The contracting Party to any Co-Co In-License # will duly perform and observe all of its obligations under the Co-Co In-License in all material respects and maintain in full force and effect the Co-Co In-License, and # will not, without the other Party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), # amend, modify, restate, cancel, supplement or waive any provision of any Co-Co In-License, or grant any consent thereunder, or agree to do any of the foregoing, or # exercise any right to terminate any Co-Co In-License in each case ((1) and (2)) that would reasonably be expected to adversely affect in any respect the rights of the non-contracting Party under this CCPS Agreement, provided that the contracting Party will provide prior written notice to the non-contracting Party of all of the foregoing notwithstanding whether or not any of the foregoing would reasonably be expected to adversely affect in any respect the rights of the non-contracting Party under this CCPS Agreement. The contracting Party to any Co-Co In-License will provide the other Party with written notice as promptly as practicable (and in any event within five (5) business days) after becoming aware of any of the following: # any material breach or default by such contracting Party or any of its Affiliates of any covenant, agreement or other provision of the Co-Co In-License, # any notice or claim from the counterparty to the Co-Co In-License terminating or providing notice of termination of the Co-Co In-License, # any notice or claim alleging any breach of default under the Co-Co In-License, or # the existence of any facts, circumstances or events which alone or together with other facts, circumstances or events would reasonably be CONFIDENTIAL TREATMENT REQUESTED BY BLUEBIRD BIO, INC.