Common use of Effects of Reversion Clause in Contracts

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 reimbursed pursuant to Section 8.7.2), any and all Regulatory Filings pertaining to the applicable Jounce Reversion Products in its possession or Control, and shall assign and hereby assigns to Jounce all of Celgene’s right, title and interest in, to and under such Regulatory filings and all Regulatory Approvals for Co-Co Products and Co-Co Diagnostic Products; (e) with respect to any Co-Co Candidate or Co-Co Product that becomes a Jounce Reversion Product as a result of termination of this Jounce Lead Co-Co Agreement at a time during which Celgene is conducting a Clinical Trial for such Co-Co Candidate or Co-Co Product, Celgene will, as directed by Jounce, facilitate the transfer to Jounce of all filings, information, Materials and Third Party agreements necessary to enable Jounce to complete such Clinical Trial, at Celgene’s sole cost and expense, if such termination is pursuant to Sections 8.3 or 8.4 (in each case by Jounce), and otherwise at Jounce’s cost and expense; (f) Celgene shall otherwise cooperate reasonably with Jounce to provide a transfer of the materials described in Sections 8.7.3(a) through 8.7.3(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 Jounce Reversion Product, Celgene shall use reasonable efforts to assist in the transfer of such supply 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. arrangements to Jounce at Celgene’s sole cost and expense, if such termination is by Jounce pursuant to Sections 8.3 or 8.4, and otherwise at Jounce’s cost and expense; (h) To the extent that Celgene owns any trademark(s) and/or domain names that pertain specifically to a Jounce Reversion Product that Jounce believes would be necessary or useful for the Commercialization of a Jounce Reversion Product (as then currently marketed, but not including any marks that include, in whole or part, any corporate name or logo of Celgene), Jounce shall have the right to negotiate in good faith with Celgene at Celgene’s choice either the grant to Jounce of an exclusive license to such trademark(s) and/or domain names solely for use with respect to such Product or an assignment of such trademark(s) and/or domain names. Jounce shall exercise such right by written notice to Celgene within [***] after such Co-Co Candidate or Co-Co Product becomes a Jounce Reversion Product. The Parties shall negotiate in good faith the commercially reasonable terms of any such license or assignment to Jounce for up to [***] after Celgene receives any such written notice from Jounce; (i) If Celgene has obtained a Third Party License with respect to such Jounce Reversion Product and Jounce is a sublicensee under such Third Party License, then Jounce shall be solely responsible for any fees, expenses, milestones, royalties and other payments associated with the exercise of any rights under such Third Party License to the extent due with respect to the practice by Jounce, its Affiliates or sublicensees of the technology covered by or rights licensed under such Third Party License. To the extent Celgene has obtained a Third Party License with respect to such Jounce Reversion Product and Jounce is not a sublicensee under such Third Party License, then Celgene shall (1) if permitted under such Third Party License, assign to Jounce such Third Party License or (2) if such assignment is not permitted under such Third Party License, then, to the extent Celgene is permitted to do so, grant Jounce a sublicense under such Third Party License; provided, in each case, Jounce shall be solely responsible for any fees, expenses, milestones, royalties and other payments associated with the assignment, sub license and/or exercise of any rights under such Third Party License to the extent due with respect to the practice by Jounce, its Affiliates or sublicensees of the technology covered by or rights licensed under such Third Party License.

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 Celgene 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 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. 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 reimbursed pursuant to Section 8.7.2), any and all Regulatory Filings pertaining to the applicable Jounce Reversion Products in its possession or Control, and shall assign and hereby assigns to Jounce all of Celgene’s right, title and interest in, to and under such Regulatory filings and all Regulatory Approvals for Co-Co Products and Co-Co Diagnostic Products; (e) with respect to any Co-Co Candidate or Co-Co Product that becomes a Jounce Reversion Product as a result of termination of this Jounce Celgene Lead Co-Co Agreement at a time during which Celgene is conducting a Clinical Trial for such Co-Co Candidate or Co-Co Product, Celgene will, as directed by Jounce, facilitate the transfer to Jounce of all filings, information, Materials and Third Party agreements necessary to enable Jounce to complete such Clinical Trial, at Celgene’s sole cost and expense, if such termination is pursuant to Sections 8.3 or 8.4 (in each case by Jounce), and otherwise at Jounce’s cost and expense; (f) Celgene shall otherwise cooperate reasonably with Jounce to provide a transfer of the materials described in Sections 8.7.3(a) through 8.7.3(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 Jounce Reversion Product, Celgene shall use reasonable efforts to assist in the transfer of such supply 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. arrangements to Jounce at Celgene’s sole cost and expense, if such termination is by Jounce pursuant to Sections 8.3 or 8.4, and otherwise at Jounce’s cost and expense; (h) To the extent that Celgene owns any trademark(s) and/or domain names that pertain specifically to a Jounce Reversion Product that Jounce believes would be necessary or useful for the Commercialization of a Jounce Reversion Product (as then currently marketed, but not including any marks that include, in whole or part, any corporate name or logo of Celgene), Jounce shall have the right to negotiate in good faith with Celgene at Celgene’s choice either the grant to Jounce of an exclusive license to such trademark(s) and/or domain names solely for use with respect to such Product or an assignment of such trademark(s) and/or domain names. Jounce shall exercise such right by written notice to Celgene within [***] after such Co-Co Candidate or Co-Co Product becomes a Jounce Reversion Product. The Parties shall negotiate in good faith the commercially reasonable terms of any such license or assignment to Jounce for up to [***] after Celgene receives any such written notice from Jounce; (i) If Celgene has obtained a Third Party License with respect to such Jounce Reversion Product and Jounce is a sublicensee under such Third Party License, then Jounce shall be solely responsible for any fees, expenses, milestones, royalties and other payments associated with the exercise of any rights under such Third Party License to the extent due with respect to the practice by Jounce, its Affiliates or sublicensees of the technology covered by or rights licensed under such Third Party License. To the extent Celgene has obtained a Third Party License with respect to such Jounce Reversion Product and Jounce is not a sublicensee under such Third Party License, then Celgene shall (1) if permitted under such Third Party License, 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. assign to Jounce such Third Party License or (2) if such assignment is not permitted under such Third Party License, then, to the extent Celgene is permitted to do so, grant Jounce a sublicense under such Third Party License; provided, in each case, Jounce shall be solely responsible for any fees, expenses, milestones, royalties and other payments associated with the assignment, sub license and/or exercise of any rights under such Third Party License to the extent due with respect to the practice by Jounce, its Affiliates or sublicensees of the technology covered by or rights licensed under such Third Party License.

Effects of Reversion. With respect to each Co-Co Candidate and Co-Co Product that becomes a Jounce an OncoMed 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 OncoMed within a reasonable time, at no cost to JounceOncoMed, all Know-How within the Jounce OncoMed Co-Co IP transferred by Jounce OncoMed to Celgene with respect to each such Jounce OncoMed Reversion Product;; [***] 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. (b) Except to the extent not permitted pursuant to any agreements between Celgene and a Third Party, Celgene shall provide to JounceOncoMed, within a reasonable time, at JounceOncoMed’s request, subject to JounceOncoMed’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 8.7.210.8.2), 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 OncoMed Reversion Products in its Control that is actually used by or on behalf of Celgene with respect to or incorporated in [***] such Jounce OncoMed Reversion Products, including copies of (i) all Clinical Trial data and results generated in the development of [***] such Jounce OncoMed Reversion Products, and (ii) materials and documents relating to the sourcing, manufacture, promotion, distribution, sale or use of [***] such Jounce OncoMed Reversion Products throughout the world, except as each excluding in the case of the foregoing relates solely to (ii) any Celgene Independent Productmaterials and documents [***]. For clarity, Jounce OncoMed 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 [***] OncoMed 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 OncoMed Reversion Products prior to reversion of such Jounce OncoMed Reversion Products to JounceOncoMed, at JounceOncoMed’s request and at Jounce’s expense[***]; (d) Celgene shall transfer within a reasonable time to JounceOncoMed, at JounceOncoMed’s request and at Jounce’s expense [***] (without duplicating any amounts reimbursed [***] pursuant to Section 8.7.210.8.2), any and all Regulatory Filings pertaining to the applicable Jounce OncoMed Reversion Products in its possession or Control, and shall assign and hereby assigns to Jounce all of Celgene’s right, title and interest in, to and under such Regulatory filings and all Regulatory Approvals for Co-Co Products and Co-Co Diagnostic Products; (e) with respect to any Co-Co Candidate or Co-Co Product that becomes a Jounce an OncoMed Reversion Product as a result of termination of this Jounce Lead Co-Co Agreement at a time during which Celgene is conducting a Clinical Trial for such Co-Co Candidate or Co-Co Product, Celgene will, as directed by JounceOncoMed, facilitate the transfer to Jounce of all filings, information, Materials and Third Party agreements necessary to enable Jounce to complete such Clinical Trial, at Celgene’s sole cost and expense[***], if such termination is pursuant to Sections 8.3 10.3, 10.4 or 8.4 10.5 (in each case by JounceOncoMed), and otherwise at Jounce’s cost and expense[***]; (f) Celgene shall otherwise cooperate reasonably with Jounce OncoMed to provide a transfer of the materials described in Sections 8.7.3(a10.8.3(a) through 8.7.3(e10.8.3(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 manufacturing such Jounce OncoMed Reversion Product, Celgene shall use reasonable efforts to assist in the transfer of such supply CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”, to assist in [***]. 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 1933If, AS AMENDEDat any time during the Co-Co Term, Celgene or an Affiliate of Celgene begins manufacturing any Co-Co Candidate or Co-Co Product, the Parties shall [***] of such Co-Co Candidate or Co-Co Product from Celgene or such Affiliate to OncoMed or OncoMed’s designee in the event such Co-Co Candidate or Co-Co Product becomes an OncoMed Reversion Product, which shall include [***]. arrangements Additionally, upon any Co-Co Candidate or Co-Co Product becoming an OncoMed Reversion Product, at OncoMed’s request, Celgene shall [***], for a price equal to Jounce at Celgene’s sole cost and expense, if such termination is by Jounce pursuant to Sections 8.3 or 8.4, and otherwise at Jounce’s cost and expense[***]; (h) To the extent that Celgene owns any trademark(s) and/or domain names that pertain specifically to a Jounce [***] an OncoMed Reversion Product that Jounce believes would be necessary or useful [***] for the Commercialization of a Jounce an OncoMed Reversion Product (as then currently marketed, [***but not including any marks that include, in whole or part, any corporate name or logo of Celgene), Jounce OncoMed shall have the right to negotiate in good faith with Celgene at Celgene’s choice either the grant to Jounce of an exclusive license to such trademark(s) and/or domain names solely for use with respect to such Product or an assignment of such trademark(s) and/or domain names[***]. Jounce OncoMed shall exercise such right by written notice to Celgene within [***] after such Co-Co Candidate or Co-Co Product becomes a Jounce an OncoMed Reversion Product. The Parties shall negotiate in good faith the commercially reasonable terms of any such license or assignment [***] to Jounce OncoMed for up to [***] after Celgene receives any such written notice from Jounce;OncoMed; and [***] 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. (i) If Celgene has obtained a Third Party License with respect to such Jounce OncoMed Reversion Product and Jounce OncoMed is a sublicensee under such Third Party License, then Jounce shall be solely responsible for any fees, expenses, milestones, royalties and other payments associated with the exercise of any rights under [***] such Third Party License to the extent due with respect to the practice by Jounce, its Affiliates or sublicensees of the technology covered by or rights licensed under such Third Party License. To the extent Celgene has obtained a Third Party License with respect to such Jounce Reversion Product and Jounce is not a sublicensee under such Third Party License, then Celgene shall (1) if permitted under such Third Party License, assign to Jounce such Third Party License or (2) if such assignment is not permitted under such Third Party License, then, to the extent Celgene is permitted to do so, grant Jounce a sublicense under such Third Party License; provided, in each case, Jounce shall be solely responsible for any fees, expenses, milestones, royalties and other payments associated with the assignment, sub license and/or exercise of any rights under such Third Party License to the extent due with respect to the practice by Jounce, its Affiliates or sublicensees of the technology covered by or rights licensed under such Third Party License[***].

Effects of Reversion. With respect to each Co-Co Licensed Candidate and Co-Co Licensed Product that becomes a Jounce an OncoMed 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 OncoMed within a reasonable time, at no cost to JounceOncoMed, all Know-How within the Jounce Co-Co OncoMed Licensed IP transferred by Jounce OncoMed to Celgene with respect to each such Jounce OncoMed Reversion Product;; [***] 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. (b) Except to the extent not permitted pursuant to any agreements between Celgene and a Third Party, Celgene shall provide to JounceOncoMed, within a reasonable time, at JounceOncoMed’s request, subject to JounceOncoMed’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 8.7.210.7.2), 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 OncoMed Reversion Products in its Control that is actually used by or on behalf of Celgene with respect to or incorporated in [***] such Jounce OncoMed Reversion Products, including copies of (i) all Clinical Trial data and results generated in the development of such Jounce [***] ]OncoMed Reversion Products, and (ii) materials and documents relating to the sourcing, manufacture, promotion, distribution, sale or use of [***] such Jounce OncoMed Reversion Products throughout the world, except as each excluding in the case of the foregoing relates solely to (ii) any Celgene Independent Productmaterials and documents [***]. For clarity, Jounce OncoMed 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 OncoMed 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 OncoMed Reversion Products prior to reversion of such Jounce OncoMed Reversion Products to JounceOncoMed, at JounceOncoMed’s request and at Jounce’s expense[***]; (d) Celgene shall transfer within a reasonable time to JounceOncoMed, at JounceOncoMed’s request and at Jounce’s expense [***] (without duplicating any amounts reimbursed [***] pursuant to Section 8.7.210.7.2), any and all Regulatory Filings pertaining to the applicable Jounce OncoMed Reversion Products in its possession or Control, and shall assign and hereby assigns to Jounce all of Celgene’s right, title and interest in, to and under such Regulatory filings and all Regulatory Approvals for Co-Co Products and Co-Co Diagnostic Products; (e) with respect to any Co-Co Licensed Candidate or Co-Co Licensed Product that becomes a Jounce an OncoMed Reversion Product as a result of termination of this Jounce Lead Co-Co License Agreement at a time during which Celgene is conducting a Clinical Trial for such Co-Co Licensed Candidate or Co-Co Licensed Product, Celgene will, as directed by JounceOncoMed, facilitate the transfer to Jounce of all filings, information, Materials and Third Party agreements necessary to enable Jounce to complete such Clinical Trial, at Celgene’s sole cost and expense[***], if such termination is pursuant to Sections 8.3 10.3, 10.4 or 8.4 10.5 (in each case by JounceOncoMed), and otherwise at Jounce’s cost and expense[***]; (f) Celgene shall otherwise cooperate reasonably with Jounce OncoMed to provide a transfer of the materials described in Sections 8.7.3(a10.7.3(a) through 8.7.3(e(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 manufacturing such Jounce OncoMed Reversion Product, Celgene shall use reasonable efforts to assist in the transfer of such supply CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”, to assist in [***]. 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 1933If, AS AMENDEDat any time during the License Term, Celgene or an Affiliate of Celgene begins manufacturing any Licensed Candidate or Licensed Product, the Parties shall [***] of such Licensed Candidate or Licensed Product from Celgene or such Affiliate to OncoMed or OncoMed’s designee in the event such Licensed Candidate or Licensed Product becomes an OncoMed Reversion Product, which shall include [***]. arrangements Additionally, upon any Licensed Candidate or Licensed Product becoming an OncoMed Reversion Product, at OncoMed’s request, Celgene shall [***], for a price equal to Jounce at Celgene’s sole cost and expense, if such termination is by Jounce pursuant to Sections 8.3 or 8.4, and otherwise at Jounce’s cost and expense[***]; (h) To the extent that Celgene owns any trademark(s) and/or domain names that pertain specifically to a Jounce [***] an OncoMed Reversion Product that Jounce believes would be necessary or useful [***] for the Commercialization of a Jounce an OncoMed Reversion Product (as then currently marketed, [***] but not including any marks that include, in whole or part, any corporate name or logo of Celgene), Jounce OncoMed shall have the right to negotiate in good faith with Celgene at Celgene’s choice either the grant to Jounce of an exclusive license to such trademark(s) and/or domain names solely for use with respect to such Product or an assignment of such trademark(s) and/or domain names[***]. Jounce OncoMed shall exercise such right by written notice to Celgene within [***] after such Co-Co Licensed Candidate or Co-Co Licensed Product becomes a Jounce an OncoMed Reversion Product. The Parties shall negotiate in good faith the commercially reasonable terms of any such license or assignment [***] to Jounce OncoMed for up to [***] after Celgene receives any such written notice from Jounce;OncoMed; and [***] 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. (i) If Celgene has obtained a Third Party License with respect to such Jounce OncoMed Reversion Product and Jounce OncoMed is a sublicensee under such Third Party License, then Jounce shall be solely responsible for any fees, expenses, milestones, royalties and other payments associated with the exercise of any rights under [***] such Third Party License to the extent due with respect to the practice by Jounce, its Affiliates or sublicensees of the technology covered by or rights licensed under such Third Party License. To the extent Celgene has obtained a Third Party License with respect to such Jounce Reversion Product and Jounce is not a sublicensee under such Third Party License, then Celgene shall (1) if permitted under such Third Party License, assign to Jounce such Third Party License or (2) if such assignment is not permitted under such Third Party License, then, to the extent Celgene is permitted to do so, grant Jounce a sublicense under such Third Party License; provided, in each case, Jounce shall be solely responsible for any fees, expenses, milestones, royalties and other payments associated with the assignment, sub license and/or exercise of any rights under such Third Party License to the extent due with respect to the practice by Jounce, its Affiliates or sublicensees of the technology covered by or rights licensed under such Third Party License[***].