Common use of Opt-Out Notice Clause in Contracts

Opt-Out Notice. Jounce shall have the right, exercisable in its sole discretion, to elect to opt-out of its Development, Manufacturing and Commercialization rights and the Development Cost Share and Profit and Loss Share under this Celgene Lead Co-Co Agreement in the United States and to instead receive the royalty payments described in paragraph 6 on and in accordance with Exhibits C-1 or C-2, as applicable, by written notice to Celgene (such notice, the “Jounce Opt-Out Notice”); provided, however, that Jounce may not, without consent of Celgene, provide any such notice (x) within [***] after any Regulatory Authority or the other Party has provided to any Committee or Jounce any notification under Section 2.4.8 that a recall, market withdrawal or similar action may be required with respect to any Co-Co Product in the United States or (y) within [***] after any Committee or Jounce receives knowledge of any Third Party Products Liability Action. After Jounce provides such Jounce Opt-Out Notice and subject to Section 4.3.7 and this Section 4.4, Celgene shall have sole discretion with respect to any matters regarding further Development, Manufacturing and Commercialization (including any sales force activities and designation of sales representatives) hereunder worldwide, provided that, during the period between such Jounce Opt-Out Notice and the applicable Jounce Opt-Out Date, Celgene shall use Commercially Reasonable Efforts to continue such activities in accordance with the plans and budgets therefor in effect as of such Jounce Opt-Out Notice. For clarity, after delivery of the Jounce Opt-Out Notice Jounce shall remain eligible to receive the milestone payments described on Exhibit C-1 and C-2.

Opt-Out Notice. Jounce shall have the right, exercisable in its sole discretion, to elect to opt-out of its Development, Manufacturing and Commercialization rights and the Development Cost Share and Profit and & Loss Share under this Celgene Jounce Lead Co-Co Agreement in the United States and to instead receive the royalty payments described in paragraph 6 on and in accordance with Exhibits C-1 or C-2, as applicable, by written notice to Celgene (such notice, the “Jounce Opt-Out Notice”); provided, however, that Jounce may not, without consent of Celgene, provide any such notice (x) within [***] after any Regulatory Authority or the other Party has provided to any Committee or Jounce any notification under Section 2.4.8 2.4.9 that a recall, market withdrawal or similar action may be required with respect to any Co-Co Product in the United States or (y) within [***] after any Committee or Jounce receives knowledge of any Third Party Products Liability Action. After Jounce provides such Jounce Opt-Out Notice and subject to Section 4.3.7 and this Section 4.4, Celgene shall have sole discretion with respect to any matters regarding further Development, Manufacturing and Commercialization (including any sales force activities and designation of sales representatives) hereunder worldwide, provided that, during the period between such Jounce Opt-Out Notice and the applicable Jounce Opt-Out Date, Celgene shall use Commercially Reasonable Efforts to continue such activities in accordance with the plans and budgets therefor in effect as of such Jounce Opt-Out Notice. For clarity, after delivery of the Jounce Opt-Out Notice Jounce shall remain eligible to receive the milestone payments described on Exhibit C-1 and C-2.