Common use of Certain Permitted Activities Clause in Contracts

Certain Permitted Activities. (a) The [***] shall not constitute a breach of Section 5.1 or 5.2, as applicable. Each Party shall report to the JSC on a Calendar Quarterly basis [***], as applicable. For clarity, providing at market price any supply of any biological or pharmaceutical product owned or controlled by a Party or any of its Affiliates that is then being commercialized without violation of Section 5.1 or 5.2, as applicable, to a Third Party conducting a human clinical trial with respect to a compound in the Field for the Territory shall not constitute development in violation of such Party’s exclusivity obligations under this Article 5 as long as neither such Party nor any of its Affiliates receives any other monetary consideration with respect to any product other than such product that is the subject of such clinical trial. (b) The entry into any Funding Agreement by Celgene or its Affiliates, either before or after the Effective Date, and the performance by Celgene or its Affiliates of any obligations thereunder shall not constitute a breach of Section 5.2; provided that CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. any exercise of any options with respect to licensing any intellectual property rights by Celgene or its Affiliates thereunder shall be subject to the provisions set forth in Section 5.2 and shall not be permitted under this Section 5.3.3(b). (c) The restrictions set forth in Section 5.1 or 5.2, as applicable, shall not be deemed to prevent either Party or its respective Affiliates from (A) fulfilling its obligations under this Agreement, and (B) engaging any subcontractors in accordance with Section 2.6 of this Agreement. (d) If a Change of Control occurs with respect to either Party with a Third Party and the Third Party already is conducting or is planning, as of the effective date of such Change of Control, to conduct activities that would cause a Party or an Affiliate to violate Section 5.1 or 5.2, as applicable, (an “Acquirer Program”), then such Third Party will be permitted to continue such Acquirer Program and such initiation or continuation will not constitute a violation of Section 5.1 or 5.2, as applicable; provided that (i) none of the Collaboration IP or Joint Collaboration IP will be used in any Acquirer Program, (ii) none of the other Patents or Know-How licensed by either Party to the other Party pursuant to this Agreement will be used in any Acquirer Program, (iii) no Confidential Information of the other Party will be used in any such Acquirer Program, and (iv) the research or Development activities required under this Agreement will be conducted separately from any research or development activities directed to such Acquirer Program, including by the maintenance of separate lab notebooks and records (password-protected to the extent kept on a computer network) and the use of separate personnel working on each of the activities under this Agreement, and the activities covered under such Acquirer Program (except that this requirement shall not apply to personnel who have senior research management roles and not project level research roles, provided such personnel in senior research management roles are not directly involved in the day-to-day activities under such Acquirer Program). (e) Notwithstanding anything to the contrary contained herein, each Party shall have, at all times, the right to conduct cell-based screens directed toward cell phenotypes, even if such cell-based screens result in the unanticipated identification or discovery of any Target, and such activities shall not constitute a violation of this Article 5.

Certain Permitted Activities. (ai) The [***] shall not constitute a breach of Section 5.1 or 5.2, as applicable6.9.1. Each Party shall report to the JSC on a Calendar Quarterly basis [***], as applicable. For clarity, providing at market price any supply of any biological or pharmaceutical product owned or controlled by a Party or any of its Affiliates that is then being commercialized without violation of Section 5.1 or 5.2, as applicable, to a Third Party conducting a human clinical trial with respect to a compound Biologic that is an [Immune Activator/Immune Suppressor] [select the applicable one before signing] through direct binding to the Co-Co Target in the Field for the Territory shall not constitute development Development in violation of such Party’s exclusivity obligations under this Article 5 Section 6.9 as long as neither such Party nor any of its Affiliates receives any other monetary consideration with respect to any product other than such product that is the subject of such clinical trial. (bii) The entry into any Funding Agreement by Celgene or its Affiliates, either before or after the Jounce Lead Effective Date, and the performance by Celgene or its Affiliates of any obligations thereunder shall not constitute a breach of Section 5.26.9; provided it being understood and agreed that any exercise of any options by Celgene or its Affiliates shall be subject to Section 6.9.1. (iii) The restrictions set forth in Section 6.9.1, as applicable, shall not be deemed to prevent either Party or its respective Affiliates from (A) fulfilling its obligations CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. any exercise of any options with respect to licensing any intellectual property rights by Celgene or its Affiliates thereunder shall be subject to the provisions set forth in Section 5.2 and shall not be permitted under this Section 5.3.3(b). (c) The restrictions set forth in Section 5.1 or 5.2, as applicable, shall not be deemed to prevent either Party or its respective Affiliates from (A) fulfilling its obligations under this Jounce Lead Co-Co Agreement, and (B) engaging any subcontractors in accordance with Section 2.6 of this Jounce Lead Co-Co Agreement. (div) If a Change of Control occurs with respect to either Party with a Third Party and the Third Party already is conducting or is planning, as of the effective date of such Change of Control, to conduct activities on an existing program that would cause a Party or an Affiliate to violate Section 5.1 or 5.26.9, as applicable, (an “Acquirer Program”), then such Third Party will be permitted to continue such Acquirer Program and such initiation or continuation will not constitute a violation of Section 5.1 or 5.26.9, as applicable; provided that (i) none of the Collaboration IP or Joint Collaboration IP will be used in any Acquirer Program, (ii) none of the other Patents or Know-How licensed by either Party to the other Party pursuant to this Jounce Lead Co-Co Agreement will be used in any Acquirer Program, (iii) no Confidential Information of the other Party will be used in any such Acquirer Program, and (iv) the research or Development activities required under this Jounce Lead Co-Co Agreement will be conducted separately from any research or development activities directed to such Acquirer Program, including by the maintenance of separate lab notebooks and records (password-protected to the extent kept on a computer network) and the use of separate personnel working on each of the activities under this Jounce Lead Co-Co Agreement, and the activities covered under such Acquirer Program (except that this requirement shall not apply to personnel who have senior research management roles and not project level research roles, provided such personnel in senior research management roles are not directly involved in the day-to-day activities under such Acquirer Program)... (ev) Notwithstanding anything to the contrary contained herein, each Party shall have, at all times, the right to conduct cell-based screens directed toward cell phenotypes, even if such cell-based screens result in the unanticipated identification or discovery of any the Co-Co Target, and such activities shall not constitute a violation of this Article 5Section 6.9.

Certain Permitted Activities. (ai) The [***] shall not constitute a breach of Section 5.1 or 5.2, as applicable6.9.1. Each Party shall report to the JSC on a Calendar Quarterly basis [***], as applicable. For clarity, providing at market price any supply of any biological or pharmaceutical product owned or controlled by a Party or any of its Affiliates that is then being commercialized without violation of Section 5.1 or 5.2, as applicable, to a Third Party conducting a human clinical trial with respect to a compound Biologic that is an [Immune Activator/Immune Suppressor] [select the applicable one before signing] through direct binding to the Co-Co Target in the Field for the Territory shall not constitute development Development in violation of such Party’s exclusivity obligations under this Article 5 Section 6.9 as long as neither such Party nor any of its Affiliates receives any other monetary consideration with respect to any product other than such product that is the subject of such clinical trial. (bii) The entry into any Funding Agreement by Celgene or its Affiliates, either before or after the Celgene Lead Effective Date, and the performance by Celgene or its Affiliates of any obligations thereunder shall not constitute a breach of Section 5.26.9; it being understood and agreed that any exercise of any options by Celgene or its Affiliates shall be subject to Section 6.9.1. (iii) The restrictions set forth in Section 6.9.1, as applicable, shall not be deemed to prevent either Party or its respective Affiliates from (A) fulfilling its obligations under this Celgene Lead Co-Co Agreement, and (B) engaging any subcontractors in accordance with Section 2.6 of this Celgene Lead Co-Co Agreement. (iv) If a Change of Control occurs with respect to either Party with a Third Party and the Third Party already is conducting or is planning, as of the effective date of such Change of Control, to conduct activities on an existing program that would cause a Party or an Affiliate to violate Section 6.9, as applicable, (an “Acquirer Program”), then such Third Party will be permitted to continue such Acquirer Program and such initiation or continuation will not constitute a violation of Section 6.9, as applicable; provided that (i) none of the Collaboration IP or Joint Collaboration IP will be used in any Acquirer Program, (ii) none of the other Patents or Know-How licensed by either Party to the other Party pursuant to this Celgene Lead Co-Co Agreement will be used in any Acquirer Program, (iii) no Confidential Information of the other Party will be used in any such Acquirer Program, and (iv) the research or Development activities required under this Celgene Lead Co-Co Agreement will be conducted separately from any research or development activities directed to such Acquirer Program, including by the maintenance of separate lab notebooks and records (password-protected to the extent kept on a computer network) and the use of separate personnel working on each of the activities under this Celgene Lead Co-Co Agreement, and the activities covered under such Acquirer Program (except that this requirement shall not apply to personnel who have senior CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. any exercise of any options with respect to licensing any intellectual property rights by Celgene or its Affiliates thereunder shall be subject to the provisions set forth in Section 5.2 and shall not be permitted under this Section 5.3.3(b). (c) The restrictions set forth in Section 5.1 or 5.2, as applicable, shall not be deemed to prevent either Party or its respective Affiliates from (A) fulfilling its obligations under this Agreement, and (B) engaging any subcontractors in accordance with Section 2.6 of this Agreement. (d) If a Change of Control occurs with respect to either Party with a Third Party and the Third Party already is conducting or is planning, as of the effective date of such Change of Control, to conduct activities that would cause a Party or an Affiliate to violate Section 5.1 or 5.2, as applicable, (an “Acquirer Program”), then such Third Party will be permitted to continue such Acquirer Program and such initiation or continuation will not constitute a violation of Section 5.1 or 5.2, as applicable; provided that (i) none of the Collaboration IP or Joint Collaboration IP will be used in any Acquirer Program, (ii) none of the other Patents or Know-How licensed by either Party to the other Party pursuant to this Agreement will be used in any Acquirer Program, (iii) no Confidential Information of the other Party will be used in any such Acquirer Program, and (iv) the research or Development activities required under this Agreement will be conducted separately from any research or development activities directed to such Acquirer Program, including by the maintenance of separate lab notebooks and records (password-protected to the extent kept on a computer network) and the use of separate personnel working on each of the activities under this Agreement, and the activities covered under such Acquirer Program (except that this requirement shall not apply to personnel who have senior research management roles and not project level research roles, provided such personnel in senior research management roles are not directly involved in the day-to-day activities under such Acquirer Program)... (ev) Notwithstanding anything to the contrary contained herein, each Party shall have, at all times, the right to conduct cell-based screens directed toward cell phenotypes, even if such cell-based screens result in the unanticipated identification or discovery of any the Co-Co Target, and such activities shall not constitute a violation of this Article 5Section 6.9.

Certain Permitted Activities. (aA) The [***] shall not constitute During the Exclusivity Period, if either Party (the “Offering Party”) desires to perform pre-clinical IND enabling studies on a breach of Section 5.1 or 5.2new pre-clinical pharmaceutical product that binds to the Target (the “ROFN Candidate”), as applicable. Each the Offering Party shall report notify the other Party (the “Negotiating Party”) in writing (the “ROFN Notice”). Upon the Negotiating Party’s receipt of the ROFN Notice, the Parties shall engage in good faith discussions on the economic terms of either an exclusive license or co-development and co-commercialization license for the ROFN Candidate for a period of at least ninety (90) Business Days (the “Negotiation Period”). If the Parties cannot agree on the economic terms of either an exclusive license or co-development and co-commercialization license for the ROFN Candidate within the Negotiation Period, then, following the expiration of the Exclusivity Period, the Offering Party shall be entitled to the JSC on a Calendar Quarterly basis [***]Develop, as applicable. For clarityManufacture, providing at market price any supply of any biological and/or Commercialize such ROFN Candidate alone or pharmaceutical product owned or controlled by a Party or any of its Affiliates that is then being commercialized without violation of Section 5.1 or 5.2, as applicable, to with a Third Party conducting a human clinical trial with respect without any further obligation to a compound in the Field for the Territory shall not constitute development in violation of such Negotiating Party’s exclusivity obligations under this Article 5 as long as neither such Party nor any of its Affiliates receives any other monetary consideration with respect to any product other than such product that is the subject of such clinical trial. (b) The entry into any Funding Agreement by Celgene or its Affiliates, either before or after the Effective Date, and the performance by Celgene or its Affiliates of any obligations thereunder shall not constitute a breach of Section 5.2; provided that CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. any exercise of any options with respect to licensing any intellectual property rights by Celgene or its Affiliates thereunder shall be subject to the provisions set forth in Section 5.2 and shall not be permitted under this Section 5.3.3(b). (cB) The restrictions set forth in Section 5.1 or 5.2, as applicable, 8.6(a) shall not be deemed to prevent either Party or its respective Affiliates from (A1) fulfilling its obligations under this Agreement, and or (B2) engaging any subcontractors in accordance with Section 2.6 8.2(a)(ii) of this Agreement. (dC) If a Change of Control occurs with respect to either Party with a Third Party and the Third Party already is conducting or is planning, as of the effective date of such Change of Control, to conduct activities that would cause a Party or an Affiliate to violate Section 5.1 or 5.2, as applicable, 8.6(a) (an “Acquirer Program”), then such Third Party will be permitted to continue such Acquirer Program and such initiation or continuation will not constitute a violation of Section 5.1 or 5.2, as applicable8.6(a); provided that (i1) none of the BeiGene Collaboration IP Intellectual Property, BioAtla Collaboration Intellectual Property or Joint Collaboration IP will be used in any Acquirer Program, (ii2) none of the other Patents or Know-How licensed by either Party to the other Party pursuant to this Agreement will be used in any Acquirer Program, (iii3) no Confidential Information of the other Party will be used in any such Acquirer Program, and (iv4) the research or Development activities required under this Agreement will be conducted separately from any research or development Development activities directed to such Acquirer Program, including by the maintenance of separate lab notebooks and records (password-protected to the extent kept on a computer network) and the use of separate personnel working on each of the activities under this Agreement, and the activities covered under such Acquirer Program (except that this requirement shall not apply to personnel who have senior research management roles and not project level research roles, provided such personnel in senior research management roles are not directly involved in the day-to-day activities under such Acquirer Program) ((1) through (4) above, “Segregation Activities”). (e) Notwithstanding anything to the contrary contained herein, each Party shall have, at all times, the right to conduct cell-based screens directed toward cell phenotypes, even if such cell-based screens result in the unanticipated identification or discovery of any Target, and such activities shall not constitute a violation of this Article 5.