Common use of Exclusivity Obligations Clause in Contracts

Exclusivity Obligations. From the Celgene Lead Effective Date until the end of the Term, each of the Parties, on behalf of itself and its Affiliates, hereby covenants and agrees that, subject to Section 9.4, neither such Party nor its Affiliates shall, directly or indirectly, alone or with any Third Party: (i) alone or with or for any Third Party, (x) research (including screen) in the Field any Biologic (which, in the case of an Antibody, has one or more of the same CDR sequences of either any Collaboration Candidate hereunder or the Co-Co Candidate Specifically Directed to the Co-Co Target) or (y) research (including screen), Develop, Manufacture or Commercialize any Biologic that is an [Immune Activator/Immune Suppressor] [select the applicable one before signing] in the Field and that is Specifically Directed to the Co-Co Target, other than in performance of activities under this Celgene Lead Co-Co Agreement; except for (x) Co-Co Products (including those activities specifically permitted following termination of this Celgene Lead Co-Co Agreement) and (y) Programs (as defined in the Master Collaboration Agreement) directed to the Co-Co Target (A) that are being conducted pursuant to the Master Collaboration Agreement, (B) to which Celgene has exercised its Option (as defined in the Master Collaboration Agreement) under the Master Collaboration Agreement or (C) the rights to which have reverted to Jounce in accordance with the terms of the Master Collaboration Agreement; (ii) grant a license or sublicense to research (including screen), Develop, Manufacture or Commercialize any Biologic in the Field or pharmaceutical product in the Field, in each case described in clause (i) above as Specifically Directed to the Co-Co Target, as part of a Third Party Transaction; or (iii) except as expressly permitted under Section 9.4, transfer, assign, convey or otherwise sell any Biologic or pharmaceutical product described in clause (i) above. The restrictions described in this Section 6.9.1 shall not apply to PD-1.

Exclusivity Obligations. From [[Parties to include in execution version solely where the Celgene Lead Licensed Target under this Agreement is not Cereblon] Solely in the case where the Licensed Target for the Licensed Products is not Cereblon, from the Effective Date until the end of the Term, each of the PartiesParties covenants and agrees, solely on behalf of itself and its respective Affiliates, hereby covenants and agrees thatthat it shall not (except as otherwise expressly permitted in this Section 8.6 or in performance of activities under the Master Agreement, subject to Section 9.4, neither such Party nor its Affiliates shall, directly any CCB Program MTA or indirectly, alone or with any Third Party: other Development & Commercialization Agreement): (i) alone or with or for any Third Party, Develop as part of any Clinical Trial (xsuch activity, “Clinically Develop”), Manufacture for Clinical Development or Commercialization (“Enabling Manufacturing”) research or Commercialize (A) the Licensed Compound, (B) any molecule in the Field that is Directed against the Licensed Target or (C) any pharmaceutical product (including screenany diagnostic product) in the Field that constitutes, incorporates, comprises or contains any Biologic molecule that is Directed against the Licensed Target or (whichii) license, authorize, appoint or otherwise willfully or intentionally enable, whether directly or indirectly, a Third Party to conduct any of the activities described in clause (i). [Parties to include in execution version solely where the Licensed Target under this Agreement is Cereblon] Solely in the case of an Antibodywhere the Licensed Target for the Licensed Products is Cereblon, has one or more from the Effective Date until the end of the same CDR sequences Term, Vividion covenants and agrees, solely on behalf of either any Collaboration Candidate hereunder itself and its respective Affiliates, that it shall not (except as otherwise expressly permitted in this Section 8.6 or the Co-Co Candidate Specifically Directed to the Co-Co Target) or (y) research (including screen), Develop, Manufacture or Commercialize any Biologic that is an [Immune Activator/Immune Suppressor] [select the applicable one before signing] in the Field and that is Specifically Directed to the Co-Co Target, other than in performance of activities under this Celgene Lead Co-Co Agreement; except for (x) Co-Co Products (including those activities specifically permitted following termination of this Celgene Lead Co-Co Agreement) and (y) Programs (as defined in the Master Collaboration Agreement, any CCB Program MTA or any other Development & Commercialization Agreement): (i) directed to the Co-Co Target alone or with or for any Third Party, Develop as part of any Clinical Trial (such activity, “Clinically Develop”), Manufacture for Clinical Development or Commercialization (“Enabling Manufacturing”) or Commercialize (A) that are being conducted pursuant to the Master Collaboration AgreementLicensed Compound, (B) to which Celgene has exercised its Option (as defined any molecule in the Master Collaboration Agreement) under Field that is Directed against the Master Collaboration Agreement Licensed Target or (C) any pharmaceutical product (including any diagnostic product) in the rights to which have reverted to Jounce in accordance with Field that constitutes, incorporates, comprises or contains any molecule that is Directed against the terms of the Master Collaboration Agreement; Licensed Target or (ii) grant license, authorize, appoint or otherwise willfully or intentionally enable, whether directly or indirectly, a license or sublicense Third Party to research (including screen), Develop, Manufacture or Commercialize conduct any Biologic in of the Field or pharmaceutical product in the Field, in each case activities described in clause (i) above as Specifically Directed to the Co-Co Target, as part of a Third Party Transaction; or (iii) except as expressly permitted under Section 9.4, transfer, assign, convey or otherwise sell any Biologic or pharmaceutical product described in clause (i) above. The restrictions described in this Section 6.9.1 shall not apply to PD-1).]

Exclusivity Obligations. From the Celgene Jounce Lead Effective Date until the end of the Term, each of the Parties, on behalf of itself and its Affiliates, hereby covenants and agrees that, subject to Section 9.4, neither such Party nor its Affiliates shall, directly or indirectly, alone or with any Third Party: (i) alone or with or for any Third Party, (x) research (including screen) in the Field any Biologic (which, in the case of an Antibody, has one or more of the same CDR sequences of either any Collaboration Candidate hereunder or the Co-Co Candidate Specifically Directed to the Co-Co Target) or (y) research (including screen), Develop, Manufacture or Commercialize any Biologic that is an [Immune Activator/Immune Suppressor] [select the applicable one before signing] in the Field and that is Specifically Directed to the Co-Co Target, other than in performance of activities under this Celgene Jounce Lead Co-Co Agreement; except for (x) Co-Co Products (including those activities specifically permitted following termination of this Celgene Jounce Lead Co-Co Agreement) and (y) Programs (as defined in the Master Collaboration Agreement) directed to the Co-Co Target (A) that are being conducted pursuant to the Master Collaboration Agreement, (B) to which Celgene has exercised its Option (as defined in the Master Collaboration Agreement) under the Master Collaboration Agreement or (C) the rights to which have reverted to Jounce in accordance with the terms of the Master 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. Collaboration Agreement; (ii) grant a license or sublicense to research (including screen), Develop, Manufacture or Commercialize any Biologic in the Field or pharmaceutical product in the Field, in each case described in clause (i) above as Specifically Directed to the Co-Co Target, as part of a Third Party Transaction; or (iii) except as expressly permitted under Section 9.4, transfer, assign, convey or otherwise sell any Biologic or pharmaceutical product described in clause (i) above. The restrictions described in this Section 6.9.1 shall not apply to PD-1.