Common use of License to Celgene Clause in Contracts

License to Celgene. Subject to the terms and on the conditions set forth in this Jounce Lead Co-Co Agreement and the Master Collaboration Agreement, Jounce hereby grants to Celgene the following licenses: (a) in the ROW Territory, an exclusive (even as to Jounce and its Affiliates) license, with the right to grant sublicenses (subject to Section 6.1.3), under and to the Jounce Co-Co IP to research, Develop, use, offer for sale, sell, import and otherwise Commercialize the Jounce Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate), Co-Co Products and Co-Co Diagnostic Products for ROW Administration; (b) in the United States, a co-exclusive (with Jounce and its Affiliates and Sublicensees) license, with the right to grant sublicenses (subject to Section 6.1.3), under and to the Jounce Co-Co IP to research, Develop, use, offer for sale, sell, import and otherwise Commercialize the Jounce Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate), Co-Co Products and Co-Co Diagnostic Products for U.S. Administration; and (c) a worldwide co-exclusive (with Jounce and its Affiliates and Sublicensees) license, with the right to grant sublicenses (subject to Section 6.1.3), under the Jounce Co-Co IP to Manufacture and have Manufactured the Jounce Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate), Co-Co Products and Co-Co Diagnostic Products, in each case solely to the extent permitted in accordance with Section 2.5. For clarity, the foregoing license grants with respect to Manufacturing and Development are subject to certain retained rights pursuant to Section 2.3.5 and, with respect to Manufacturing, the rights set forth in Section 2.5.

License to Celgene. Subject to the terms and on the conditions set forth in this Jounce Lead Co-Co Agreement and the Master Collaboration License Agreement, Jounce and solely with respect to the Licensed Candidates, Licensed Products and Licensed Diagnostic Products that are the subject of this License Agreement, Juno hereby grants and shall cause (within [***] after the License Agreement Effective Date) its Affiliates to grant to Celgene the following licenses: (a) in the ROW Territory, an exclusive [***], royalty-bearing right and license, with the right to grant sublicenses through multiple tiers (even as subject to Jounce Section 6.1.3), under (i) the Juno Licensed IP, (ii) Juno’s and its Affiliates’ rights in the Collaboration IP, and (iii) Juno’s and its Affiliates’ interest in the Joint Collaboration IP, and (b) a non-exclusive, royalty-free right and license, with the right to grant sublicenses (subject to Section 6.1.3), under Patents and to Know-How [***] Covering or claiming the Jounce Co-Co IP to research[***], Develop, use, offer for sale, sell, import in each case of (a) and otherwise Commercialize the Jounce Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate), Co-Co Products and Co-Co Diagnostic Products for ROW Administration; (b) [***] (A) to conduct Research, Development, Manufacture [***], and Commercialization Activities for Licensed Candidates, [***] 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. Licensed Products and Licensed Diagnostic Products in the United States, a co-exclusive (with Jounce and its Affiliates and Sublicensees) license, Field in the ROW Territory in accordance with the right to grant sublicenses License Development Plan and/or License Commercialization Plan, and (subject B) if Celgene has exercised the Commercialization Opt-In Right pursuant to Section 6.1.3)3.2.2, under and to conduct Commercialization Activities that are [***] in the Jounce Co-Co IP North America Territory. Juno shall [***] upon written notice to researchCelgene [***]; provided that (a) [***], Develop(b) [***], use, offer for sale, sell, import and otherwise Commercialize the Jounce Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate), Co-Co Products and Co-Co Diagnostic Products for U.S. Administration; and (c) a worldwide co-exclusive (with Jounce and its Affiliates and Sublicensees) license, with the right to grant sublicenses (subject to Section 6.1.3), under the Jounce Co-Co IP to Manufacture and have Manufactured the Jounce Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate), Co-Co Products and Co-Co Diagnostic Products, in each case solely to the extent permitted in accordance with Section 2.5. For clarity, the foregoing license grants with respect to Manufacturing and Development are subject to certain retained rights pursuant to Section 2.3.5 and, with respect to Manufacturing, the rights set forth in Section 2.5[***].

License to Celgene. Subject to the terms and on the conditions set forth in this Jounce Celgene Lead Co-Co Agreement and the Master Collaboration Agreement, Jounce hereby grants to Celgene the following licenses: (a) in the ROW Territory, an exclusive (even as to Jounce and its Affiliates) license, with the right to grant sublicenses (subject to Section 6.1.3), under and to the Jounce Celgene Co-Co IP to research, Develop, use, offer for sale, sell, import and otherwise Commercialize the Jounce Celgene Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate), Co-Co Products and Co-Co Diagnostic Products for ROW Administration; (b) in the United States, a co-exclusive (with Jounce and its Affiliates and Sublicensees) license, with the right to grant sublicenses (subject to Section 6.1.3), under and to the Jounce Celgene Co-Co IP to research, Develop, use, offer for sale, sell, import and otherwise Commercialize the Jounce Celgene Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate), Co-Co Products and Co-Co Diagnostic Products for U.S. Administration; and (c) a worldwide co-exclusive (with Jounce and its Affiliates and Sublicensees) license, with the right to grant sublicenses (subject to Section 6.1.3), under the Jounce Celgene Co-Co IP to Manufacture and have Manufactured the Jounce Celgene Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate), Co-Co Products and Co-Co Diagnostic Products, in each case solely to the extent permitted in accordance with Section 2.5. For clarity, the foregoing license grants with respect to Manufacturing and Development are subject to certain retained rights pursuant to Section 2.3.5 and, with respect to Manufacturing, the rights set forth in Section 2.5.

License to Celgene. Subject to the terms and on the conditions set forth in this Jounce Lead Co-Co Agreement and the Master Collaboration License Agreement, Jounce and solely with respect to the Licensed Candidates, Licensed Products and Licensed Diagnostic Products that are the subject of this License Agreement, Juno hereby grants and shall cause (within [***] after the License Agreement Effective Date) its Affiliates to grant to Celgene the following licenses: (a) in the ROW Territory, an exclusive [***], royalty-bearing right and license, with the right to grant sublicenses through multiple tiers (even as subject to Jounce Section 6.1.3), under (i) the Juno Licensed IP, (ii) Juno’s and its Affiliates’ rights in the Collaboration IP, and (iii) Juno’s and its Affiliates’ interest in the Joint Collaboration IP, and (b) a non-exclusive, royalty-free right and license, with the right to grant sublicenses (subject to Section 6.1.3), under Patents and to Know-How [***] Covering or claiming the Jounce Co-Co IP to research[***], Develop, use, offer for sale, sell, import in each case of (a) and otherwise Commercialize the Jounce Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate), Co-Co Products and Co-Co Diagnostic Products for ROW Administration; (b) [***] (A) to conduct Research, Development, Manufacture [***], and Commercialization Activities for Licensed Candidates, Licensed Products and Licensed Diagnostic Products in the United States, a co-exclusive (with Jounce and its Affiliates and Sublicensees) license, Field in the ROW Territory in accordance with the right to grant sublicenses License Development Plan and/or License Commercialization Plan, and (subject B) if Celgene has exercised the Commercialization Opt-In Right pursuant to Section 6.1.3)3.2.2, under and to conduct Commercialization Activities that are [***] in the Jounce Co-Co IP North America Territory. Juno shall [***] upon written notice to researchCelgene [***]; provided that (a) [***], Develop(b) [***], use, offer for sale, sell, import and otherwise Commercialize the Jounce Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate), Co-Co Products and Co-Co Diagnostic Products for U.S. Administration; and (c) a worldwide co-exclusive (with Jounce and its Affiliates and Sublicensees) license, with the right to grant sublicenses (subject to Section 6.1.3), under the Jounce Co-Co IP to Manufacture and have Manufactured the Jounce Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate), Co-Co Products and Co-Co Diagnostic Products, in each case solely to the extent permitted in accordance with Section 2.5. For clarity, the foregoing license grants with respect to Manufacturing and Development are subject to certain retained rights pursuant to Section 2.3.5 and, with respect to Manufacturing, the rights set forth in Section 2.5[***].

License to Celgene. Subject to the terms and on the conditions set forth in this Jounce Celgene Lead Co-Co Agreement, and solely with respect to the Celgene Program Co-Co Candidates, Celgene Program Co-Co Products and Celgene Program Co-Co Diagnostic Products that are the subject of this Celgene Lead Co-Co Agreement, Juno hereby grants and shall cause [***] 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. (within [***] after the Celgene Lead Co-Co Agreement and the Master Collaboration Agreement, Jounce hereby grants Effective Date) its Affiliates to Celgene the following licensesgrant to Celgene: (a) in the ROW Territory, an exclusive (even as [***] to Jounce Research, Develop, Manufacture and Commercialize Celgene Program Co-Co Candidates, Celgene Program Co-Co Products and Celgene Program Co-Co Diagnostic Products [***]), royalty-free right and license, with the right to grant sublicenses through multiple tiers (subject to Section 6.1.3), under (i) the Juno Relevant Co-Co IP, (ii) Juno’s and its Affiliates’ rights in the Collaboration IP, and (iii) Juno’s and its Affiliates’ interest in the Joint Collaboration IP, and (b) a non-exclusive, royalty-free right and license, with the right to grant sublicenses (subject to Section 6.1.3), under Patents and Know-How [***]; in each case of (a) and (b) [***] to the Jounce conduct Research, Development, Manufacture ([***]) and Commercialization Activities for Celgene Program Co-Co IP to researchCandidates, Develop, use, offer for sale, sell, import and otherwise Commercialize the Jounce Celgene Program Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate)Products, Co-Co Products and Celgene Program Co-Co Diagnostic Products for ROW Administrationin the Field in [***], that are [***] in the applicable Celgene Co-Co Development Plan and/or Celgene Co-Co Commercialization Plan. Juno shall [***] upon written notice to Celgene [***]; provided that (a) [***], (b) in the United States[***], a co-exclusive (with Jounce and its Affiliates and Sublicensees) license, with the right to grant sublicenses (subject to Section 6.1.3), under and to the Jounce Co-Co IP to research, Develop, use, offer for sale, sell, import and otherwise Commercialize the Jounce Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate), Co-Co Products and Co-Co Diagnostic Products for U.S. Administration; and (c) a worldwide co-exclusive (with Jounce and its Affiliates and Sublicensees) license, with the right to grant sublicenses (subject to Section 6.1.3), under the Jounce Co-Co IP to Manufacture and have Manufactured the Jounce Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate), Co-Co Products and Co-Co Diagnostic Products, in each case solely to the extent permitted in accordance with Section 2.5. For clarity, the foregoing license grants with respect to Manufacturing and Development are subject to certain retained rights pursuant to Section 2.3.5 and, with respect to Manufacturing, the rights set forth in Section 2.5[***].