Common use of Commercialization Reports Clause in Contracts

Commercialization Reports. Celgene will, with Jounce’s cooperation 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. with respect to its activities under the U.S. Commercialization Plan, provide the JCC with a report, as soon as practicable but in no event later than [***] days following the end of each Calendar Quarter commencing as of and continuing after the Calendar Quarter in which the first Co-Co Product has received Regulatory Approval in the United States setting forth a summary written progress report on the status of its Commercialization Activities with respect to Co-Co Products and Co-Co Diagnostic Products, including the number of details made by any sales representatives of Co-Co Product in the United States during such Calendar Quarter (a “U.S. Commercialization Report”), as well as Celgene’s plans with respect to Commercialization of Co-Co Products and Co-Co Diagnostic Products during the following [***] period. At least [***] prior to the anticipated First Co-Co Sale of a Co-Co Product under this Celgene Lead Co-Co Agreement in the United States, the JCC shall discuss and agree upon the form and content for such U.S. Commercialization Report. Such U.S. Commercialization Report shall also describe in reasonable detail the number of sales representatives dedicated to Commercialization of such products, the detailing strategy for such products, advertising, marketing and other promotional activities being conducted for such products, educational and scientific presentations to be made with respect to such products, actual and projected sales of such products, the key opinion leaders to be engaged with respect to such products, and other matters agreed upon by the JCC.

Commercialization Reports. Celgene Jounce will, with JounceCelgene’s cooperation 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. with respect to its activities under the U.S. Commercialization Plan, provide the JCC with a report, as soon as practicable but in no event later than [***] days following the end of each Calendar Quarter commencing as of and continuing after the Calendar Quarter in which the first Co-Co Product has received Regulatory Approval in the United States setting forth a summary written progress report on the status of its Commercialization Activities with respect to Co-Co Products and Co-Co Diagnostic Products, including the number of details made by any sales representatives of Co-Co Product in the United States during such Calendar Quarter (a “U.S. Commercialization Report”), as well as CelgeneJounce’s plans with respect to Commercialization of Co-Co Products and Co-Co Diagnostic Products during the following [***] period. At least [***] prior to the anticipated First Co-Co Sale of a Co-Co Product under this Celgene Jounce Lead Co-Co Agreement in the United States, the JCC shall discuss and agree upon the form and content for such U.S. Commercialization Report. Such U.S. Commercialization Report shall also describe in reasonable detail the number of sales representatives dedicated to Commercialization of such products, the detailing strategy for such products, advertising, marketing and other promotional activities being conducted for such products, educational and scientific presentations to be made with respect to such products, actual and projected sales of such products, the key opinion leaders to be engaged with respect to such products, and other matters agreed upon by the JCC. 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.

Commercialization Reports. Celgene willWithin thirty (30) days of December 31 of each year following the first anniversary of the Effective Date and continuing until such time as Company (either directly or through its Sublicensee) begins providing University with sales reports pursuant to Section 6.3 below, the Company shall deliver to the University written reports of the Company's and its Material Sublicensees' efforts and plans to commercialize the Licensed Technology and to manufacture, offer to sell, or sell Licensed Products. In such written report, Company will provide University a general description of the activities of Company and each Material Sublicensee. Company further agrees in the case of Sublicenses granted to Sublicensees that are not Material Sublicensees, that Company will provide University with Jounce’s cooperation CERTAIN the name of the Sublicensee and general description of the general type of work (e.g., contract manufacturing, monitoring of clinical trials, etc.) being performed under each such Sublicense. Company's inability to disclose any plans of its Sublicensees shall not relieve the Company of its obligations to demonstrate its compliance with its diligence obligations under Section 5.1 above including for each of the commercialization and performance milestones described in Section A5.1 of attached Exhibit A, each commercialization report shall include sufficient information to demonstrate compliance of those milestones and shall set out timeframes and plans for those milestones which have not yet been met. Company further agrees to include in each such commercialization report a list of all Sublicenses granted by Company during the preceding calendar year. Upon University's request, Company shall provide a list of wholesalers and resellers with rights to sell Licensed Product. Company further agrees that it will provide University a verbal and in-person update as to progress against milestones every three (3) months until such time as Company has achieved Qualified Funding. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS OF HAVE BEEN OMITTED FROM THIS EXHIBIT WERE OMITTED EXHIBIT, AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS HAVE 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 AMENDEDCOMMISSION. with respect to its activities under the U.S. Commercialization Plan, provide the JCC with a report, as soon as practicable but in no event later than [OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “***] days following the end of each Calendar Quarter commencing as of and continuing after the Calendar Quarter in which the first Co-Co Product has received Regulatory Approval in the United States setting forth a summary written progress report on the status of its Commercialization Activities with respect to Co-Co Products and Co-Co Diagnostic Products, including the number of details made by any sales representatives of Co-Co Product in the United States during such Calendar Quarter (a “U.S. Commercialization Report”), as well as Celgene’s plans with respect to Commercialization of Co-Co Products and Co-Co Diagnostic Products during the following [***] period. At least [***] prior to the anticipated First Co-Co Sale of a Co-Co Product under this Celgene Lead Co-Co Agreement in the United States, the JCC shall discuss and agree upon the form and content for such U.S. Commercialization Report. Such U.S. Commercialization Report shall also describe in reasonable detail the number of sales representatives dedicated to Commercialization of such products, the detailing strategy for such products, advertising, marketing and other promotional activities being conducted for such products, educational and scientific presentations to be made with respect to such products, actual and projected sales of such products, the key opinion leaders to be engaged with respect to such products, and other matters agreed upon by the JCC”.

Commercialization Reports. Celgene willRoivant shall keep TheraVida reasonably informed of Roivant’s, its Affiliates’ and Sublicensees’ Commercialization activities with Jouncerespect to the Licensed Products in the Field in the Territory. Without limiting the foregoing, on [***] of each Calendar Year, beginning in the Calendar Year of Roivant’s cooperation first submission of an MAA for a Licensed Product in the Territory, Roivant shall provide TheraVida with a written report summarizing material Commercialization activities with respect to the Licensed CERTAIN CONFIDENTIAL PORTIONS OF INFORMATION CONTAINED IN THIS EXHIBIT WERE OMITTED AND REPLACED WITH “DOCUMENT, MARKED BY [***]”. A COMPLETE VERSION OF THIS EXHIBIT , HAS BEEN FILED SEPARATELY WITH OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE SECRETARY OF THE SECURITIES INFORMATION (I) IS NOT MATERIAL AND EXCHANGE COMMISSION PURSUANT (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDDERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. Confidential EXECUTION VERSION Products in the Field in the Territory performed in the preceding Calendar Year and Commercialization activities with respect to the Licensed Products in the Field in the Territory planned for the current Calendar Year. Roivant shall promptly respond to TheraVida’s reasonable questions or requests for additional information relating to the progress and results of its and its Affiliates’ and Sublicensees’ Commercialization activities under the U.S. Commercialization Planthis Agreement. In addition, provide the JCC with a report, as soon as practicable but in no event later than [***] days following the end of each Calendar Quarter commencing as of ], Roivant and continuing after the Calendar Quarter in which the first Co-Co Product has received Regulatory Approval in the United States setting forth TheraVida will hold a summary written progress report on meeting to discuss the status of its the Commercialization Activities with respect to Co-Co Products and Co-Co Diagnostic Products, including the number of details made by any sales representatives of Co-Co Product in the United States during such Calendar Quarter (activities within a “U.S. Commercialization Report”), as well as Celgene’s plans with respect to Commercialization of Co-Co Products and Co-Co Diagnostic Products during the following reasonable time [***] period. At least [***] prior to the anticipated First Co-Co Sale of a Co-Co Product under this Celgene Lead Co-Co Agreement in the United States, the JCC shall discuss and agree upon the form and content for such U.S. Commercialization Report]. Such U.S. Commercialization Report shall also describe meeting may occur either in reasonable detail person, telephonically, or by video conference at the number of sales representatives dedicated to Commercialization of such products, the detailing strategy for such products, advertising, marketing and other promotional activities being conducted for such products, educational and scientific presentations to be made with respect to such products, actual and projected sales of such products, the key opinion leaders to be engaged with respect to such products, and other matters agreed upon by the JCCParties’ discretion.

Commercialization Reports. Celgene willDermavant shall keep Portola reasonably informed of Dermavant’s, its Affiliates’ and sublicensees’ Commercialization activities with Jounce’s cooperation CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “respect to the Products in the Licensed Field in the Territory. Without limiting the foregoing, by [***] and [***] of each [***]”. 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. with respect to its activities under beginning after initiation of the U.S. Commercialization Plan, provide the JCC with a report, as soon as practicable but in no event later than [***] days following relating to the end of each Calendar Quarter commencing as of and continuing after the Calendar Quarter in which the first Co-Co Product has received Regulatory Approval Products in the United States setting forth Licensed Field, Dermavant shall provide Portola with a summary written progress report on summarizing the status of its Commercialization Activities activities with respect to Co-Co the Products and Co-Co Diagnostic Products, including the number of details made by any sales representatives of Co-Co Product in the United States during such Calendar Quarter (a “U.S. Commercialization Report”), as well as Celgene’s plans with respect to Commercialization of Co-Co Products and Co-Co Diagnostic Products during Licensed Field in the following Territory performed in the preceding [***] period. At least Such reports shall be at a level of detail reasonably requested by Portola and sufficient to enable Portola to determine Dermavant’s compliance with its Commercialization obligations under Section 7.2 and may be CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] prior ], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. provided as part of the Development report required pursuant to Section 4.5. Dermavant shall promptly respond to Portola’s reasonable questions or requests for additional information relating to the anticipated First Co-Co Sale progress and results of a Co-Co Product its and its Affiliates’ and sublicensees’ Commercialization activities under this Celgene Lead Co-Co Agreement in Agreement. In addition, at Portola’s reasonable request at any time during the United StatesTerm, Dermavant and Portola will hold a meeting to discuss the JCC shall discuss and agree upon status of the form and content for Commercialization activities within a reasonable time after receipt of such U.S. Commercialization Reportrequest by Dermavant. Such U.S. Commercialization Report shall also describe meeting may occur either in reasonable detail person, telephonically, or by video conference at the number of sales representatives dedicated to Commercialization of such products, the detailing strategy for such products, advertising, marketing and other promotional activities being conducted for such products, educational and scientific presentations to be made with respect to such products, actual and projected sales of such products, the key opinion leaders to be engaged with respect to such products, and other matters agreed upon by the JCCParties’ discretion.

Commercialization Reports. Celgene willAt each meeting of the JCC, with Jounce’s cooperation 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 1933Licensee will report on the Commercialization activities Licensee has performed or caused to be performed in the Territory since the last meeting of the JCC, AS AMENDED. evaluate the work performed in relation to the goals of the Commercialization Plan and provide such other information as may be required by the Commercialization Plan or reasonably requested by the JCC with respect to its such Commercialization activities. If Licensee fails to adequately provide such report at a meeting of the JCC, Nogra may request, and Licensee will provide to Nogra, a written progress report that describes Commercialization activities under that Licensee has performed or caused to be performed since the U.S. last meeting of the JCC, evaluate the work performed in relation to the goals of the Commercialization PlanPlan and provide such other information as may be required by the Commercialization Plan or reasonably requested by Nogra to permit Nogra to obtain a reasonably comprehensive understanding of the status and performance of the applicable Commercialization activities with respect to Licensed Products in the Territory. The JCC will evaluate Licensee’s performance each Calendar Quarter during which Commercialization activities with respect to the Licensed Products in the Field are performed in the Territory against the Commercialization Plan and provide a report of such progress to the JSC at each quarterly meeting of the JSC. In addition, provide Licensee will regularly meet with Nogra prior to the JCC with a report, as soon as practicable but in no event later than date [***] days following the end after First Commercial Sale of each Calendar Quarter commencing as of and continuing after the Calendar Quarter in which the first Co-Co Product has received Regulatory Approval in the United States setting forth a summary written progress report on the status of its Commercialization Activities with respect to Co-Co Products and Co-Co Diagnostic Products, including the number of details made by any sales representatives of Co-Co Licensed Product in the United States during such Calendar Quarter Territory (a “U.S. Commercialization Report”)and thereafter at Nogra’s reasonable request, as well as Celgene’s plans with respect up to Commercialization of Co-Co Products and Co-Co Diagnostic Products during the following [***] period. At least [***] prior per year), to review the anticipated First Co-Co Sale of a Co-Co Product under this Celgene Lead Co-Co Agreement activities that Licensee has undertaken with regard to Commercializing the Licensed Products in the United StatesField in the Territory. Further, the JCC shall discuss and agree upon the form and content for such U.S. Commercialization Report. Such U.S. Commercialization Report shall also describe in reasonable detail the number of sales representatives dedicated Licensee will provide notice to Commercialization of such products, the detailing strategy for such products, advertising, marketing and other promotional activities being conducted for such products, educational and scientific presentations to be made with respect to such products, actual and projected sales of such products, the key opinion leaders to be engaged with respect to such products, and other matters agreed upon by Nogra (through the JCC) if Licensee elects to suspend or no longer proceed with Commercializing any Licensed Compounds or Licensed Products or any of the Primary Indications.

Commercialization Reports. Celgene willRoivant shall keep TheraVida reasonably informed of Roivant’s, its Affiliates’ and Sublicensees’ Commercialization activities with Jounce’s cooperation CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “respect to the Licensed Products in the Field in the Territory. Without limiting the foregoing, on [***]”. A COMPLETE VERSION OF ] of each Calendar Year, beginning in the Calendar Year of Roivant’s first submission of an MAA for a Licensed Product in the Territory, Roivant shall provide TheraVida with a written report summarizing material Commercialization activities with respect to the Licensed [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT HAS BEEN DOCUMENT, MARKED BY BRACKETS, IS FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER OF THE SECURITIES ACT OF 1933, AS AMENDED. Confidential EXECUTION VERSION Products in the Field in the Territory performed in the preceding Calendar Year and Commercialization activities with respect to the Licensed Products in the Field in the Territory planned for the current Calendar Year. Roivant shall promptly respond to TheraVida’s reasonable questions or requests for additional information relating to the progress and results of its and its Affiliates’ and Sublicensees’ Commercialization activities under the U.S. Commercialization Planthis Agreement. In addition, provide the JCC with a report, as soon as practicable but in no event later than [***] days following the end of each Calendar Quarter commencing as of ], Roivant and continuing after the Calendar Quarter in which the first Co-Co Product has received Regulatory Approval in the United States setting forth TheraVida will hold a summary written progress report on meeting to discuss the status of its the Commercialization Activities with respect to Co-Co Products and Co-Co Diagnostic Products, including the number of details made by any sales representatives of Co-Co Product in the United States during such Calendar Quarter (activities within a “U.S. Commercialization Report”), as well as Celgene’s plans with respect to Commercialization of Co-Co Products and Co-Co Diagnostic Products during the following reasonable time [***] period. At least [***] prior to the anticipated First Co-Co Sale of a Co-Co Product under this Celgene Lead Co-Co Agreement in the United States, the JCC shall discuss and agree upon the form and content for such U.S. Commercialization Report]. Such U.S. Commercialization Report shall also describe meeting may occur either in reasonable detail person, telephonically, or by video conference at the number of sales representatives dedicated to Commercialization of such products, the detailing strategy for such products, advertising, marketing and other promotional activities being conducted for such products, educational and scientific presentations to be made with respect to such products, actual and projected sales of such products, the key opinion leaders to be engaged with respect to such products, and other matters agreed upon by the JCCParties’ discretion.