Common use of Co-Co Royalty Term; Reduction Clause in Contracts

Co-Co Royalty Term; Reduction. Celgene’s royalty obligations to Jounce in the ROW Territory or, after any Jounce Opt-Out, the Territory, under Exhibits C-1 and C-2 shall be on a Co-Co Product-by-Co-Co Product and country-by-country basis for the applicable Co-Co Royalty Term for such Co-Co Product in such country in the ROW Territory (or, after any Jounce Opt-Out, the Territory); provided that, subject to Section 5.4, the royalty amounts payable with respect to Co-Co Annual Net Sales of Co-Co Products shall be reduced on a Co-Co Product-by-Co-Co Product and country-by-country basis, to [***] of the amounts otherwise payable pursuant to Section 4 of Exhibits C-1 and C-2, as applicable (or, after any Jounce Opt-Out, Section 6 of Exhibits C-1 and C-2, as applicable), during any portion of the Co-Co Royalty Term in which there is not at least one (1) Valid Claim of a Patent within the Jounce Co-Co IP or Celgene Patents that Covers such Co-Co Product in such country. Only one royalty shall be payable by Celgene to Jounce for each sale of a Co-Co Product.

Co-Co Royalty Term; Reduction. Celgene’s royalty obligations to Jounce in the ROW Territory or, after any Jounce Opt-Out, the Territory, under Exhibits C-1 and C-2 shall be on a Co-Co Product-by-Co-Co Product and country-by-country basis for the applicable Co-Co Royalty Term for such Co-Co Product in such country in the ROW Territory (or, after any Jounce Opt-Out, the Territory); provided that, subject to Section 5.4, the royalty amounts payable with respect to Co-Co Annual Net Sales of Co-Co Products shall be reduced on a Co-Co Product-by-Co-Co Product and country-by-country basis, to [***] of the amounts otherwise payable pursuant to Section 4 of Exhibits C-1 and C-2, as applicable (or, after any Jounce Opt-Out, Section 6 of Exhibits C-1 and C-2, as applicable), during any portion of the Co-Co Royalty Term in which there is not at least one (1) Valid Claim of a Patent within the Jounce Celgene Co-Co IP or Celgene Patents that Covers such Co-Co Product in such country. Only one royalty shall be payable by Celgene to Jounce for each sale of a Co-Co Product.