Effects of Reversion Sample Clauses
Effects of Reversion. With respect to each Prothena Reversion Antibody:
(a) Except to the extent not permitted pursuant to any agreements between Celgene and a Third Party, Celgene shall provide to Prothena, within a reasonable time, at Prothena’s request (provided that such request was made within [***] days after the effective date of termination), subject to [***], copies of (i) [***] Clinical Trial data and results generated by or on behalf of Celgene or its Affiliates in the Development of Prothena Reversion Antibodies pursuant to this Agreement, and (ii) [***] relating to the manufacture of such Prothena Reversion Antibodies; in each case, to the extent in Celgene’s possession as of the termination effective date [***]. For clarity, Prothena shall have the right to use the foregoing [***] solely in connection with the exercise of Prothena’s rights under Section 10.10.1;
(b) Celgene shall transfer within a reasonable time to Prothena, at Prothena’s request (provided that such request was made within [***] after the effective date of termination), and [***], [***] Regulatory Filings in the Territory [***] for the Prothena Reversion Antibodies [***] by Celgene or its Affiliates as of the termination effective date; [***];
(c) Celgene shall otherwise cooperate reasonably with Prothena to provide a transfer of the materials described in the foregoing provisions of this Section 10.10.2, [***];
(d) As and to the extent a Third Party is Manufacturing such Prothena Reversion Antibody for Celgene or its Affiliate, Celgene shall use reasonable efforts, at Prothena’s request (provided that such request was made within [***] days after the effective date of termination) [***], to [***]. Additionally, at Prothena’s request (provided that such request was made within [***] days after the effective date of termination), Celgene shall transfer to Prothena [***] supplies of such Prothena Reversion Antibody [***] by Celgene and then in Celgene’s possession, for a price equal to Celgene’s [***];
(e) To the extent that Celgene or its Affiliate owns any trademark(s) and/or domain names that [***] a Prothena Reversion Antibody in the Territory that [***] for the Commercialization of a Prothena Reversion Antibody (as then [***], but not including any marks that include, in whole or part, any corporate name or logo of Celgene or its Affiliate), Prothena shall have the right to [***]. Prothena shall exercise such right by written notice to Celgene within [***] days after such Licensed Antibody or ...
Effects of Reversion. With respect to each Co-Co Candidate and Co-Co Product that becomes a Jounce Reversion Product: 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.
(a) Celgene shall return to Jounce within a reasonable time, at no cost to Jounce, all Know-How within the Jounce Co-Co IP transferred by Jounce to Celgene with respect to each such Jounce Reversion Product;
(b) Except to the extent not permitted pursuant to any agreements between Celgene and a Third Party, Celgene shall provide to Jounce, within a reasonable time, at Jounce’s request, subject to Jounce’s reimbursement of Celgene’s actual costs directly incurred in transferring such items, and preparing and making such items in connection with such transfer (without duplicating any amounts reimbursed pursuant to Section 8.7.2), tangible embodiments of the Know-How licensed to Jounce pursuant to Section 8.7.1 and other material information, materials and data not described in Section 8.7.1 pertaining to the applicable Jounce Reversion Products in its Control that is actually used by or on behalf of Celgene with respect to or incorporated in such Jounce Reversion Products, including copies of (i) all Clinical Trial data and results generated in the development of such Jounce Reversion Products, and (ii) materials and documents relating to the sourcing, manufacture, promotion, distribution, sale or use of such Jounce Reversion Products throughout the world, except as each of the foregoing relates solely to any Celgene Independent Product. For clarity, Jounce shall have the right to use the foregoing material information, materials and data solely in connection with Jounce’s development, manufacture and commercialization of Jounce Reversion Products;
(c) Celgene shall provide reasonable cooperation to assist Jounce in negotiating appropriate arrangements with Third Party vendors that were engaged by Celgene to perform activities in connection with Jounce Reversion Products prior to reversion of such Jounce Reversion Products to Jounce, at Jounce’s request and at Jounce’s expense;
(d) Celgene shall transfer within a reasonable time to Jounce, at Jounce’s request and at Jounce’s expense (without duplicating any amounts reimbur...
Effects of Reversion. With respect to each Juno Program Co-Co Candidate, Juno Program Co-Co Product and Juno Program Co-Co Diagnostic Product that becomes a Juno Program Co-Co Reversion Product:
(a) Celgene shall return to Juno [***], at no cost to Juno, all Know-How within the Juno Program Co-Co IP transferred by Juno to Celgene with respect to each such Juno Program Co-Co Reversion Product;
(b) Except to the extent not permitted pursuant to any agreements between Celgene and a Third Party, Celgene shall provide to Juno, [***], at Juno’s request, subject to Juno’s [***] pertaining to the applicable Juno Program Co-Co Reversion Products [***] such Juno Program Co-Co Reversion Products, including copies of (i) [***] Juno Program Co-Co Reversion Products, and (ii) materials and documents relating to [***] Juno Program Co-Co Reversion Products throughout the ROW Territory and/or the North America Territory (if applicable). For clarity, Juno shall have the right to use the foregoing [***] information, materials and data [***] of Juno Program Co-Co Reversion Products;
(c) Celgene shall provide [***] with Juno Program Co-Co Reversion Products in the ROW Territory prior to reversion of such Juno Program Co-Co Reversion Products to Juno, at Juno’s request [***];
(d) Celgene shall transfer within a reasonable time to Juno, at Juno’s request and at Juno’s expense, any and all Regulatory Filings pertaining to the applicable Juno Program Co-Co Reversion Products in the ROW Territory in its possession or Control;
(e) with respect to any Juno Program Co-Co Candidate or Juno Program Co-Co Product that becomes an Juno Program Co-Co Reversion Product as a result of termination of this Juno Lead Co-Co Agreement at a time during which Celgene is conducting a Clinical Trial for such Juno Program Co-Co Candidate or Juno Program Co-Co Product, Celgene will, as directed by Juno, [***], if such termination is pursuant to Sections 9.3, 9.4, 9.5 or 9.6 (in each case by Juno), and otherwise [***];
(f) Celgene shall otherwise cooperate reasonably with Juno to provide a transfer of the materials described in Sections 9.8.2(a) through (e), such transfer to be completed within [***] after the Parties have identified the Know-How and Regulatory Filings to be transferred;
(g) As and to the extent a Third Party is manufacturing such Juno Program Co-Co Reversion Product for Celgene, or for supply to Juno by Celgene, Celgene shall [***], to assist in [***]. If, at any time during the Juno Co-Co Term, Celgene or a...
Effects of Reversion. With respect to each Licensed Candidate and Licensed Product that becomes a Jounce Reversion Product:
Effects of Reversion. With respect to any [***] that becomes a Celgene Reversion Compound:
Effects of Reversion. With respect to any [***] that becomes a Juno Reversion Compound:
Effects of Reversion. With respect to each Licensed Candidate, Licensed Product and Licensed Diagnostic Product that becomes a Juno Reversion Product:
Effects of Reversion. With respect to any Protein Therapeutic that becomes an OncoMed Reversion Compound:
(a) Celgene shall return to OncoMed within a reasonable time, at no cost to OncoMed, all OncoMed Know-How transferred by OncoMed to Celgene with respect to each such OncoMed Reversion Compound;
(b) Except to the extent not permitted pursuant to any agreements between Celgene and a Third Party, Celgene shall provide to OncoMed, within a reasonable time, at OncoMed’s request, subject to OncoMed’s [***] (without duplicating any amounts [***] pursuant to Section 11.7.2), [***] pertaining to the applicable OncoMed Reversion Compounds [***] such OncoMed Reversion Compounds under the terms of this Agreement (and for the avoidance of doubt, this Section 11.7.3(b) shall only apply with respect to [***]); provided that, the foregoing shall not apply with respect to [***]; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(c) With respect to any Protein Therapeutic that becomes an OncoMed Reversion Compound as a result of termination of this Agreement or termination as to all Programs at a time during which Celgene is conducting a Clinical Trial for such Protein Therapeutic (and for the avoidance of doubt, this Section 11.7.3(c) shall only apply with respect to such Clinical Trials that [***]), Celgene will [***], if such termination is pursuant to Section 11.2 (by OncoMed), 11.3, 11.4 (by OncoMed) or 11.5, and otherwise [***]; and
(d) If Celgene has obtained a Third Party License with respect to such OncoMed Reversion Compound and OncoMed is a sublicensee under such Third Party License, then [***] such Third Party License to the extent [***].