Common use of Reversion Royalty Clause in Contracts

Reversion Royalty. If such Jounce Reversion Products is designated as such by reason of a termination under Section 8.7.1, Jounce shall reimburse Celgene’s (i) actual costs directly incurred in the conduct of activities under this Jounce Lead Co-Co Agreement with respect to such Jounce Reversion Product in the ROW Territory, and (ii) share of Celgene’s actual costs directly incurred in the conduct of activities under this Jounce Lead Co-Co Agreement with respect to such Jounce Reversion Product in the U.S. that were included in the Profit & Loss Share, in each case prior to the effective date of such termination (the “Full Amount”). Such payment shall be in the form of an annual royalty of [***] of Co-Co Annual Net Sales of the relevant Jounce Reversion Products (applied mutatis mutandis as if such sales were by Celgene), until such time as the Full Amount has been fully paid. If a Co-Co Product and/or Co-Co Candidate becomes a Jounce Reversion Product by reason of a termination under Sections 8.3 (by Jounce) or 8.4 (by Jounce), Jounce shall pay Celgene as provided in this Section 8.7.2 above except that the Full Amount shall be reduced by all costs and losses as finally awarded to Jounce and all expenses incurred by Jounce as a result of Celgene’s breach of this Jounce Lead Co-Co Agreement or insolvency.

Reversion Royalty. If such Jounce Reversion Products is designated as such by reason of a termination under Section 8.7.1, Jounce shall reimburse Celgene’s (i) actual costs directly incurred in the conduct of activities under this Jounce Celgene Lead Co-Co Agreement with respect to such Jounce Reversion Product in the ROW Territory, and (ii) share of Celgene’s actual costs directly incurred in the conduct of activities under this Jounce Celgene Lead Co-Co Agreement with respect to such Jounce Reversion Product in the U.S. that were included in the Profit & Loss Share, in each case prior to the effective date of such termination (the “Full Amount”). Such payment shall be in the form of an annual royalty of [***] of Co-Co Annual Net Sales of the relevant Jounce Reversion Products (applied mutatis mutandis as if such sales were by Celgene), until such time as the Full Amount has been fully paid. If a Co-Co Product and/or Co-Co Candidate becomes a Jounce Reversion Product by reason of a termination under Sections 8.3 (by Jounce) or 8.4 (by Jounce), Jounce shall pay Celgene as provided in this Section 8.7.2 above except that the Full Amount shall be reduced by all costs and losses as finally awarded to Jounce and all expenses incurred by Jounce as a result of Celgene’s breach of this Jounce Celgene Lead Co-Co Agreement or insolvency.