Common use of Materials Transfer Clause in Contracts

Materials Transfer. During the Jounce Co-Co Term, either Party (the “Co-Co Transferring Party”) shall transfer, if such Party agrees in writing to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party (the “Co-Co Materials Receiving Party”), certain biological or chemical materials (the “Jounce Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, for use by the Co-Co Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this Jounce Lead Co-Co Agreement (the “Jounce Co-Co Purpose”). Any Direct Costs incurred by the Co-Co Transferring Party in connection with providing such Jounce Co-Co Materials, including the cost of Manufacturing, shall be included in the Worldwide Development Costs and subject to the Development Cost Share. All transfers of such Jounce Co-Co Materials by the Co-Co Transferring Party to the Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit E, which sets forth the type and name of the Jounce Co-Co Material transferred, the amount of the Jounce Co-Co Material transferred, the date of the transfer of such Jounce Co-Co Material and the Jounce Co-Co Purpose (each, a “Jounce Co-Co Material Transfer Agreement”). The Co-Co Transferring Party shall use Commercially Reasonable efforts to provide such Jounce Co-Co Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce Co-Co Material Transfer Agreement, not to exceed [***] for any on-hand Jounce Co-Co Materials. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.1. The Parties agree that the exchanged Jounce Co-Co Materials shall be used in compliance with applicable Law and the terms and conditions of this Jounce Lead Co-Co Agreement, and shall not be reverse engineered or chemically analyzed, except if required by the Jounce Program Co-Co Purpose or otherwise agreed to by the Parties in writing. 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.

Materials Transfer. During the Jounce Celgene Co-Co Term, either Party (the “Co-Co Transferring Party”) shall transfer, if such Party agrees in writing to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party (the “Co-Co Materials Receiving Party”), certain biological or chemical materials (the “Jounce Celgene Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, for use by the Co-Co Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this Jounce Celgene Lead Co-Co Agreement (the “Jounce Celgene Co-Co Purpose”). Any Direct Costs incurred by the Co-Co Transferring Party in connection with providing such Jounce Celgene Co-Co Materials, including the cost of Manufacturing, shall be included in the Worldwide Development Costs and subject to the Development Cost Share. All transfers of such Jounce Celgene Co-Co Materials by the Co-Co Transferring Party to the Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit E, which sets forth the type and name of the Jounce Co-Co Material transferred, the amount of the Jounce Co-Co Material transferred, the date of the transfer of such Jounce Co-Co Material and the Jounce Co-Co Purpose (each, a “Jounce Co-Co Material Transfer Agreement”). The Co-Co Transferring Party shall use Commercially Reasonable efforts to provide such Jounce Co-Co Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce Co-Co Material Transfer Agreement, not to exceed [***] for any on-hand Jounce Co-Co Materials. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.1. The Parties agree that the exchanged Jounce Co-Co Materials shall be used in compliance with applicable Law and the terms and conditions of this Jounce Lead Co-Co Agreement, and shall not be reverse engineered or chemically analyzed, except if required by the Jounce Program Co-Co Purpose or otherwise agreed to by the Parties in writing. 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. Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit E, which sets forth the type and name of the Celgene Co-Co Material transferred, the amount of the Celgene Co-Co Material transferred, the date of the transfer of such Celgene Co-Co Material and the Celgene Co-Co Purpose (each, a “Celgene Co-Co Material Transfer Agreement”). The Co-Co Transferring Party shall use Commercially Reasonable efforts to provide such Celgene Co-Co Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Celgene Co-Co Material Transfer Agreement, not to exceed [***] days for any on-hand Celgene Co-Co Materials. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.1. The Parties agree that the exchanged Celgene Co-Co Materials shall be used in compliance with applicable Law and the terms and conditions of this Celgene Lead Co-Co Agreement, and shall not be reverse engineered or chemically analyzed, except if required by the Celgene Co-Co Purpose or otherwise agreed to by the Parties in writing.

Materials Transfer. During the Jounce Co-Co PD-1 Term, either Party (the “Co-Co License Transferring Party”) shall transfer, if such Party agrees in writing to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party (the “Co-Co Licensed Materials Receiving Party”), certain biological or chemical materials (the “Jounce Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, for use by the Co-Co Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this Jounce Lead Co-Co Agreement (the “Jounce Co-Co Purpose”). Any Direct Costs incurred by the Co-Co Transferring Party in connection with providing such Jounce Co-Co Materials, including the cost of Manufacturing, shall be included in the Worldwide Development Costs and subject to the Development Cost Share. All transfers of such Jounce Co-Co Materials by the Co-Co Transferring Party to the Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit E, which sets forth the type and name of the Jounce Co-Co Material transferred, the amount of the Jounce Co-Co Material transferred, the date of the transfer of such Jounce Co-Co Material and the Jounce Co-Co Purpose (each, a “Jounce Co-Co Material Transfer Agreement”). The Co-Co Transferring Party shall use Commercially Reasonable efforts to provide such Jounce Co-Co Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce Co-Co Material Transfer Agreement, not to exceed [***] for any on-hand Jounce Co-Co Materials. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.1. The Parties agree that the exchanged Jounce Co-Co Materials shall be used in compliance with applicable Law and the terms and conditions of this Jounce Lead Co-Co Agreement, and shall not be reverse engineered or chemically analyzed, except if required by the Jounce Program Co-Co Purpose or otherwise agreed to by the Parties in writing. 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. Licensed Materials”) that are in the possession or control of, and are not needed by, the License Transferring Party, for use by the Licensed Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this PD-1 License Agreement (the “Jounce Licensed Purpose”). Any Direct Costs incurred by the License Transferring Party in connection with providing such Jounce Licensed Materials, including the cost of Manufacturing, shall be included in the Development Costs and subject to the Development Cost Share. All transfers of such Jounce Licensed Materials by the License Transferring Party to the Licensed Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit B, which sets forth the type and name of the Jounce Licensed Material transferred, the amount of the Jounce Licensed Material transferred, the date of the transfer of such Jounce Licensed Material and the Jounce Licensed Purpose (each, a “Jounce License Material Transfer Agreement”). The License Transferring Party shall use reasonable efforts to provide such Jounce Licensed Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce License Material Transfer Agreement, not to exceed [***] for any on-hand Jounce Licensed Materials. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.1. The Parties agree that the exchanged Jounce Licensed Materials shall be used in compliance with applicable Law and the terms and conditions of this PD-1 License Agreement, and shall not be reverse engineered or chemically analysed, except if required by the Jounce Program Licensed Purpose or otherwise agreed to by the Parties in writing.

Materials Transfer. During the Jounce Juno Co-Co Term, either Party (the “Juno Co-Co Transferring Party”) shall transfer, if such Party agrees in writing to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party [***] (the “Juno Co-Co Materials Receiving Party”), certain biological or chemical materials [***], which may include [***] (the “Jounce Juno Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, for use by the Juno Co-Co Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this Jounce Juno Lead Co-Co Agreement (the “Jounce Juno Co-Co Purpose”). Any Direct Costs incurred by the Co-Co Transferring Party in connection with providing such Jounce Co-Co Materials, including the cost of Manufacturing, shall be included in the Worldwide Development Costs and subject to the Development Cost Share. All transfers of such Jounce Juno Co-Co Materials by the Juno Co-Co Transferring Party to the Juno Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit E, which sets forth the type and name of the Jounce Juno Co-Co Material transferred, the amount of the Jounce Juno Co-Co Material transferred, the date of the transfer of such Jounce Juno Co-Co Material and the Jounce Juno Co-Co Purpose (each, a “Jounce Juno Co-Co Material Transfer Agreement”). The Co-Co Transferring Party shall use Commercially Reasonable efforts [***] 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 provide such Jounce the omitted portions. Such Juno Co-Co Materials will be provided to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce Juno Co-Co Material Transfer Agreement, not to exceed [***] for any on-hand Jounce Co-Co Materials]. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.12.6.1, except that Juno shall have no obligation to transfer to Celgene [***] unless it otherwise agrees in writing, [***] and Celgene shall have no obligation to transfer to Juno [***] unless it otherwise agrees in writing, [***]. The Parties agree that the exchanged Jounce Juno Co-Co Materials shall be used in compliance with applicable Law and the terms and conditions of this Jounce Juno Lead Co-Co Agreement, and shall not be reverse engineered or chemically analyzedanalysed, except if required by the Jounce Juno Program Co-Co Purpose or otherwise agreed to by the Parties in writing. 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.

Materials Transfer. During In order to facilitate the Jounce Co-Co Term, activities contemplated under the CMC DM1 Improvement Plan and any scope of work in respect of DM Collaboration Activities either Party (the “Co-Co Transferring Party”) shall transfer, if such Party agrees in writing may provide to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party (the “Co-Co Materials Receiving Party”), certain biological materials or chemical materials compounds Controlled by the supplying Party (the collectively, “Jounce Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, for use by the Co-Co Materials Receiving receiving Party in furtherance of its rights and the conduct CMC DM1 Improvement Plan or a DM Collaboration Activity. The supplying Party will provide a list of its obligations all Materials provided to the receiving Party under this Jounce Lead Co-Co Agreement (the “Jounce Co-Co Purpose”). Any Direct Costs incurred Agreement, which will be updated by the Co-Co Transferring supplying Party in connection with providing such Jounce Co-Co Materialsat the beginning of each Calendar Quarter during the Development Term for DM1 or DM2, including the cost of Manufacturing, shall be included in the Worldwide Development Costs and subject as applicable. Each supplying Party hereby grants to the Development Cost Share. All transfers receiving Party a worldwide, fully paid-up, royalty-free, time-limited, non-exclusive, non-transferrable, non-sublicensable research license to use the supplying Party’s Material solely for the limited purpose of such Jounce Co-Co Materials by the Co-Co Transferring Party to the Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit E, which sets forth the type and name of the Jounce Co-Co Material transferred, the amount of the Jounce Co-Co Material transferred, the date of the transfer of such Jounce Co-Co Material and the Jounce Co-Co Purpose (each, a “Jounce Co-Co Material Transfer Agreement”). The Co-Co Transferring Party shall use Commercially Reasonable efforts to provide such Jounce Co-Co Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce Co-Co Material Transfer Agreement, not to exceed [***] for = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. performing the CMC DM1 Improvement Plan or a DM Collaboration Activity during the applicable Development Term, subject to the receiving Party’s compliance with the terms of this Agreement. Except as provided in the previous sentence, the provision of Material to a receiving Party under this Agreement does not grant to the receiving Party any on-hand Jounce Co-Co Materials. Neither Party will unreasonably withhold its consent license to any request made intellectual property owned or controlled by the other supplying Party. For clarity, the research license granted to the receiving Party pursuant to this Section 2.7.1paragraph is not a license to develop, commercialize, market, or otherwise exploit the supplying Party’s Material. The Parties agree Except as expressly set forth in the CMC DM1 Improvement Plan or the scope of work of a DM Collaboration Activity, the receiving Party agrees not to characterize, sequence, analyze or otherwise reverse-engineer any supplying Party’s Material without the written authorization of the supplying Party. Material will not be used in research that is subject to mandatory consulting or licensing obligations of the exchanged Jounce Co-Co receiving Party to another individual, receiving Party Affiliate, business entity, or other Third Party unless prior written permission is obtained from the supplying Party. Except as otherwise provided for under this Agreement, all Materials shall delivered to a receiving Party will remain the sole property of the supplying Party, will be used only in furtherance of the activities conducted in accordance with the CMC DM1 Improvement Plan or DM Collaboration Activity, will not be used or delivered to or for the benefit of any Third Party (except for Permitted Subcontractors in furtherance of the CMC DM1 Improvement Plan or DM Collaboration Activity), without the prior written consent of the supplying Party, and will be used in compliance with applicable Law Applicable Law. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. The supplying Party will provide the receiving Party the most current material safety data sheet for the Materials upon transfer of any Materials. Except as expressly set forth in this Agreement, EACH PARTY AGREES THAT THE SUPPLYING PARTY’S MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY. In the event Millennium does not exercise its DM Exclusive Option with respect to DM1, then within [***] following termination of the DM Option Term with respect to DM1, (i) any Xxxxxxxx-supplied Material remaining in Millennium’s possession with respect to a CMC DM1 Activity or a DM Collaboration Activity with respect to [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. DM1 will be, at Xxxxxxxx’x option, either returned to Xxxxxxxx or destroyed pursuant to Xxxxxxxx’x written instructions and with Xxxxxxxx’x written approval, which destruction will be certified in writing to Xxxxxxxx, (ii) any Millennium-supplied Material remaining in Xxxxxxxx’x possession with respect to a CMC DM1 Activity or a DM Collaboration Activity with respect to DM1 will be, at Millennium’s option, either returned to Millennium or destroyed pursuant to Millennium’s written instructions and with Millennium’s written approval, which destruction will be certified in writing to Millennium, (iii) except for any documents or other tangible objects that apply to Data that do not constitute Out-of-Scope Results, all documents and other tangible objects containing or representing Xxxxxxxx Confidential Information or prepared based on Xxxxxxxx Confidential Information (in each case with respect to a CMC DM1 Activity or a DM Collaboration Activity with respect to DM1), and all copies thereof, will be promptly delivered by Millennium to Xxxxxxxx, provided that Millennium may retain one (1) copy of any such documents for archival purposes and any continuing legal obligations, and (iv) except for any documents or other tangible objects that apply to Data that do not constitute Out-of-Scope Results, all documents and other tangible objects containing or representing Millennium Confidential Information or prepared based on Millennium Confidential Information (in each case with respect to a CMC DM1 Activity or DM Collaboration Activity with respect to DM1), and all copies thereof, will be promptly delivered by Xxxxxxxx to Millennium, provided that Xxxxxxxx may retain one (1) copy of any such documents for archival purposes and any continuing legal obligations. In the event Millennium does not exercise its DM Exclusive Option with respect to DM2, then within [***] following termination of the DM Option Term with respect to DM2, (i) any Xxxxxxxx-supplied Material remaining in Millennium’s possession with respect to a DM Collaboration Activity with respect to DM2 will be, at Xxxxxxxx’x option, either returned to Xxxxxxxx or destroyed pursuant to Xxxxxxxx’x written instructions and with Xxxxxxxx’x written approval, which destruction will be certified in writing to Xxxxxxxx, (ii) any Millennium-supplied Material remaining in Xxxxxxxx’x possession with respect to a DM Collaboration Activity with respect to DM2 will be, at Millennium’s option, either returned to Millennium or destroyed pursuant to Millennium’s written instructions and with Millennium’s written approval, which destruction will be certified in writing to Millennium, (iii) except for any documents or other tangible objects that apply to Data that do not constitute Out-of-Scope Results, all documents and other tangible objects containing or representing Xxxxxxxx Confidential Information or prepared based on Xxxxxxxx Confidential Information (in each case with respect to a DM Collaboration Activity with respect to DM2), and all copies thereof, will be promptly delivered [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. by Millennium to Xxxxxxxx, provided that Millennium may retain one (1) copy of any such documents for archival purposes and any continuing legal obligations, and (iv) except for any documents or other tangible objects that apply to Data that do not constitute Out-of-Scope Results, all documents and other tangible objects containing or representing Millennium Confidential Information or prepared based on Millennium Confidential Information (in each case with respect to a DM Collaboration Activity with respect to DM2), and all copies thereof, will be promptly delivered by Xxxxxxxx to Millennium, provided that Xxxxxxxx may retain one (1) copy of any such documents for archival purposes and any continuing legal obligations. For purposes of clarity, any Data that constitutes Out-of-Scope Results will be subject to the terms and conditions of this Jounce Lead Co-Co Agreement, and shall not be reverse engineered or chemically analyzed, except if required by the Jounce Program Co-Co Purpose or otherwise agreed to by the Parties in writing. 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 AMENDEDSection 2.10(e).

Materials Transfer. During the Jounce Celgene Co-Co Term, either Party (the “Celgene Co-Co Transferring Party”) shall transfer, if such Party agrees in writing to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party [***] (the “Celgene Co-Co Materials Receiving Party”), certain biological or chemical materials [***] materials, which may include [***] (the “Jounce Celgene Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, for use by the Celgene Co-Co Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this Jounce Celgene Lead Co-Co Agreement (the “Jounce Celgene Co-Co Purpose”). Any Direct Costs incurred by the Co-Co Transferring Party in connection with providing such Jounce Co-Co Materials, including the cost of Manufacturing, shall be included in the Worldwide Development Costs and subject to the Development Cost Share. All transfers of such Jounce Celgene Co-Co Materials by the Celgene Co-Co Transferring Party to the Celgene Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit E, which sets forth the type and name of the Jounce Celgene Co-Co Material transferred, the amount of the Jounce Celgene Co-Co Material transferred, the date of the transfer of such Jounce Celgene Co-Co Material and the Jounce Celgene Co-Co Purpose (each, a “Jounce Celgene Co-Co Material Transfer Agreement”). The Co-Co Transferring Party shall use Commercially Reasonable efforts to provide such Jounce Such Celgene Co-Co Materials will be provided to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce Celgene Co-Co Material Transfer Agreement, not to exceed [***] for any on-hand Jounce Co-Co Materials]. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.12.6.1, except that Celgene shall have no obligation to transfer to Juno [***] unless it otherwise agrees in writing, [***] and Juno shall have no obligation to transfer to Celgene [***] unless it otherwise agrees in writing, [***]. The Parties agree that the exchanged Jounce Celgene Co-Co Materials shall be used in compliance with applicable Law and the terms and conditions of this Jounce Celgene Lead Co-Co Agreement, and shall not be reverse engineered or chemically analyzedanalysed, except if required by the Jounce Program Celgene Co-Co Purpose or otherwise agreed to by the Parties in writing. 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.