Common use of License to Celgene Clause in Contracts

License to Celgene. Subject to the terms and on the conditions set forth in this License Agreement, 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 (a) an exclusive [***], royalty-bearing right and license, with the right to grant sublicenses through multiple tiers (subject to 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 Know-How [***] Covering or claiming the [***], in each case of (a) and (b) [***] (A) to conduct Research, Development, Manufacture [***], and Commercialization Activities for Licensed Candidates, Licensed Products and Licensed Diagnostic Products in the Field in the ROW Territory in accordance with the License Development Plan and/or License Commercialization Plan, and (B) if Celgene has exercised the Commercialization Opt-In Right pursuant to Section 3.2.2, to conduct Commercialization Activities that are [***] in the North America Territory. Juno shall [***] upon written notice to Celgene [***]; provided that (a) [***], (b) [***], and (c) [***].

License to Celgene. Subject to the terms and on the conditions set forth in this License Agreement, 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 (a) an exclusive [***], royalty-bearing right and license, with the right to grant sublicenses through multiple tiers (subject to 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 Know-How [***] Covering or claiming the [***], in each case of (a) and (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 Field in the ROW Territory in accordance with the License Development Plan and/or License Commercialization Plan, and (B) if Celgene has exercised the Commercialization Opt-In Right pursuant to Section 3.2.2, to conduct Commercialization Activities that are [***] in the North America Territory. Juno shall [***] upon written notice to Celgene [***]; provided that (a) [***], (b) [***], and (c) [***].

License to Celgene. Subject to the terms and on the conditions set forth in this License Juno Lead Co-Co Agreement, and solely with respect to the Licensed Juno Program Co-Co Candidates, Licensed Juno Program Co-Co Products and Licensed Juno Program Co-Co Diagnostic Products that are the subject of this License Juno Lead Co-Co Agreement, Juno hereby grants and shall cause (within [***] after the License Juno Lead Co-Co Agreement Effective Date) its Affiliates to grant to Celgene (a) an exclusive (even as to Juno and its Affiliates, [***], royalty-bearing free right and license, with the right to grant sublicenses through multiple tiers [***] (subject to Section 6.1.3), under (i) the Juno Licensed Program 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 [***] Covering or claiming Certain information in this document has been omitted and filed separately with the [***], in each case of (a) Securities and (b) [***] Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (A) to conduct Research, Development, Manufacture [***](as set forth in the Manufacturing Agreement, if applicable), and Commercialization Activities for Licensed Juno Program Co-Co Candidates, Licensed Juno Program Co-Co Products and Licensed Juno Program Co-Co Diagnostic Products in the Field in the ROW Territory for Celgene Territory Administration in accordance with the License Juno Co-Co Development Plan and/or License Juno Co-Co Commercialization Plan, and (B) if Celgene has exercised the delivered a Celgene Co-Commercialization Opt-In Right Notice pursuant to Section 3.2.23.1.2, to conduct Commercialization Activities that are [***] in the North America TerritoryTerritory for Juno Territory Administration. Juno shall [***] upon written notice to Celgene [***]; provided that (a) [***], (b) [***], and (c) [***].