Common use of License by License Transferring Party Clause in Contracts

License by License Transferring Party. At the time the License Transferring Party provides the Jounce Program Licensed Materials to the Licensed Materials Receiving Party as provided herein and to the extent not separately licensed under this PD-1 License Agreement, the License Transferring Party hereby grants and shall cause (within [***] after the execution of any Jounce License Material Transfer Agreement) its Affiliates to grant to the Licensed Materials Receiving Party a non-exclusive license under the Patents and Know-How Controlled by it, to use such Jounce Licensed Materials solely for the Jounce Licensed Purpose, and such license, upon termination of this PD-1 License Agreement (subject to Article 6), completion of the Jounce Licensed Purpose, or discontinuation of the use of such Jounce Licensed Materials (whichever occurs first), shall automatically terminate. Except as otherwise provided under this PD-1 License Agreement, all such Jounce Licensed Materials delivered by the License Transferring Party, shall only be used by or on behalf of (as permitted in this Section 2.7.2) the Licensed Materials Receiving Party in furtherance of the Jounce Licensed Purpose, and shall be returned to the License Transferring Party or destroyed, in the License Transferring Party’s sole discretion, upon the termination of this PD-1 License Agreement (subject to Article 6) or upon the discontinuation of the use of such Jounce Licensed Materials (whichever occurs first), unless such Party has the right to continue to use such materials under the Master Collaboration Agreement or any other Co-Development & Co-Commercialization Agreement for purposes permitted thereunder, including pursuant to material transfer agreements executed in connection therewith. The Licensed Materials Receiving Party shall not cause the Jounce Licensed Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the License Transferring Party provided that such transfer shall be permitted to any Third Party that is a Third Party subcontractor, or permitted Sublicensee, of the Licensed Materials Receiving Party.

License by License Transferring Party. At the time the License Transferring Party provides the Jounce Program Licensed License Materials to the Licensed License Materials Receiving Party as provided herein and to the extent not separately licensed under this PD-1 License Agreement, the License Transferring Party hereby grants grants, and shall cause (within [***] after the execution of any Jounce License Material Transfer Agreement) its Affiliates to grant grant, to the Licensed License Materials Receiving Party a non-exclusive license under the Patents and Know-How Controlled by it, it to use such Jounce Licensed License Materials solely for the Jounce Licensed License Purpose, and such license, upon termination of this PD-1 License Agreement (subject to Article 69), completion of the Jounce Licensed License Purpose, or discontinuation of the use of such Jounce Licensed License Materials (whichever occurs first), shall automatically terminate. Except as otherwise provided under this PD-1 License Agreement, all such Jounce Licensed License Materials delivered by the License Transferring Party, shall only be used by or on behalf of (as permitted in this Section 2.7.2) the Licensed License Materials Receiving Party in furtherance of the Jounce Licensed License Purpose, and shall be returned to the License Transferring Party or destroyed, in the License Transferring Party’s sole discretion, upon the termination of this PD-1 License Agreement (subject to Article 69) or upon the discontinuation of the use of such Jounce Licensed License Materials (whichever occurs first), unless such Party has the right to continue to use such materials under the Master Collaboration Agreement or any other Co-Agreement, a Development & Co-Commercialization Agreement for purposes permitted thereunder, including pursuant to intellectual property or material transfer agreements executed in connection therewith. The Licensed License Materials Receiving Party shall not cause the Jounce Licensed Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the License Transferring Party provided that such transfer shall be permitted to any Third Party that is a Third Party subcontractor, or permitted Sublicensee, of the Licensed Materials Receiving Party[***].

License by License Transferring Party. At the time the License Transferring Party provides the Jounce Program Licensed License Materials to the Licensed License Materials Receiving Party as provided herein and to the extent not separately licensed under this PD-1 License Agreement, the License Transferring Party hereby grants grants, and shall cause (within [***] after the execution of any Jounce License Material Transfer Agreement) its Affiliates to grant grant, to the Licensed License Materials Receiving Party a non-exclusive license under the Patents and Know-How Controlled by it, it to use such Jounce Licensed License Materials solely for the Jounce Licensed License Purpose, and such license, upon termination of this PD-1 License Agreement (subject to Article 69), completion of the Jounce Licensed License Purpose, or discontinuation [***] 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. of the use of such Jounce Licensed License Materials (whichever occurs first), shall automatically terminate. Except as otherwise provided under this PD-1 License Agreement, all such Jounce Licensed License Materials delivered by the License Transferring Party, shall only be used by or on behalf of (as permitted in this Section 2.7.2) the Licensed License Materials Receiving Party in furtherance of the Jounce Licensed License Purpose, and shall be returned to the License Transferring Party or destroyed, in the License Transferring Party’s sole discretion, upon the termination of this PD-1 License Agreement (subject to Article 69) or upon the discontinuation of the use of such Jounce Licensed License Materials (whichever occurs first), unless such Party has the right to continue to use such materials under the Master Collaboration Agreement or any other Co-Agreement, a Development & Co-Commercialization Agreement for purposes permitted thereunder, including pursuant to intellectual property or material transfer agreements executed in connection therewith. The Licensed License Materials Receiving Party shall not cause the Jounce Licensed Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the License Transferring Party provided that such transfer shall be permitted to any Third Party that is a Third Party subcontractor, or permitted Sublicensee, of the Licensed Materials Receiving Party[***].