Common use of Sales Representatives; Detailing Clause in Contracts

Sales Representatives; Detailing. The following provisions shall apply to the activities of sales representatives with respect to Commercialization of Co-Co Products: (i) Each Party will be solely responsible for recruiting, hiring and maintaining its sales force of sales representatives for promotion of the Co-Co Product in accordance with its standard procedures, the requirements of this Celgene Lead Co-Co Agreement and the minimum qualifications set forth on Schedule 3.1.5(b). Each Party will be responsible for the activities of its sales representatives, including compliance by its sales representatives with training and detailing requirements. In particular, each Party will provide its sales representatives assigned to promote the Co-Co Product in the U.S. with the level of oversight, management, direction and sales support with respect to the promotion of Co-Co Product necessary to effectively and efficiently promote the Co-Co Product in accordance with the terms of this Celgene Lead Co-Co Agreement and applicable Law. Each Party agrees that none of its sales representatives involved in the promotion of the Co-Co Product will have any legal or regulatory disqualifications, bars or sanctions. If Celgene raises any reasonable concern with Jounce regarding the performance or fitness of any of Jounce’s sales representatives, Jounce will address such concerns in a reasonable manner. (ii) Notwithstanding the foregoing, Jounce will not have the right to use any Third Party contract sales force to fulfil its obligations under this Celgene Lead Co-Co Agreement, except with the prior written consent of Celgene not to be unreasonably withheld or delayed (provided that Celgene may withhold or revoke its consent, with respect to all Co-Co Products, for any reason during the [***] following First Co-Co Sale in the United States upon reasonable written notice to Jounce). (iii) The U.S. Commercialization Plan will set forth (A) the precise number of each Party’s sales representatives for Co-Co Product in the United States, consistent with the foregoing, (B) policies and processes for the creation of marketing and promotional materials, (C) planning for conferences, (D) the number, type (e.g., first position, second position, etc.) and frequency of details to be conducted by sales representatives for Co-Co Products in each Calendar Year, (E) the allocation of sales details between the Parties, (F) development of sales forecasts, and (G) coordinating strategies for compensation packages for sales representatives. (iv) If Jounce does not provide in the United States at any particular time, for any reason, the number of sales representatives 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. specified in the U.S. Commercialization Plan to be provided for the United States, then Celgene will have the right to make up such shortfall using its sales representatives until such time as Jounce is able to provide its agreed upon number of sales representatives and for a period of [***] days thereafter, and, for clarity, all costs incurred by Celgene related to Celgene’s making up such shortfall shall be included in the calculation of Operating Profits or Losses. (v) The calculation of costs of engaging sales representatives in the United States for purposes of calculating Operating Profits or Losses shall be based on the FTE Rate, and such FTE Rate shall be used by both Parties for promotion of Co-Co Product in the United States.

Sales Representatives; Detailing. The following provisions shall apply to the activities of sales representatives with respect to Commercialization of Co-Co Products:: 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. (i) Each Party will be solely responsible for recruiting, hiring and maintaining its sales force of sales representatives for promotion of the Co-Co Product in accordance with its standard procedures, the requirements of this Celgene Jounce Lead Co-Co Agreement and the minimum qualifications set forth on Schedule 3.1.5(b). Each Party will be responsible for the activities of its sales representatives, including compliance by its sales representatives with training and detailing requirements. In particular, each Party will provide its sales representatives assigned to promote the Co-Co Product in the U.S. with the level of oversight, management, direction and sales support with respect to the promotion of Co-Co Product necessary to effectively and efficiently promote the Co-Co Product in accordance with the terms of this Celgene Jounce Lead Co-Co Agreement and applicable Law. Each Party agrees that none of its sales representatives involved in the promotion of the Co-Co Product will have any legal or regulatory disqualifications, bars or sanctions. If Celgene raises any reasonable concern with Jounce regarding the performance or fitness of any of Jounce’s sales representatives, Jounce will address such concerns in a reasonable manner. (ii) Notwithstanding the foregoing, Jounce will not have the right to use any Third Party contract sales force to fulfil its obligations under this Celgene Jounce Lead Co-Co Agreement, except with the prior written consent of Celgene not to be unreasonably withheld or delayed (provided that Celgene may withhold or revoke its consent, with respect to all Co-Co Products, for any reason during the [***] following First Co-Co Sale in the United States upon reasonable written notice to Jounce). (iii) The U.S. Commercialization Plan will set forth (A) the precise number of each Party’s sales representatives for Co-Co Product in the United States, consistent with the foregoing, (B) policies and processes for the creation of marketing and promotional materials, (C) planning for conferences, (D) the number, type (e.g., first position, second position, etc.) and frequency of details to be conducted by sales representatives for Co-Co Products in each Calendar Year, (E) the allocation of sales details between the Parties, (F) development of sales forecasts, and (G) coordinating strategies for compensation packages for sales representatives. (iv) If Jounce Celgene does not provide in the United States at any particular time, for any reason, the number of sales representatives 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. specified in the U.S. Commercialization Plan to be provided for the United States, then Celgene Jounce will have the right to make up such shortfall using its sales representatives until such time as Jounce Celgene is able to provide its agreed upon number of sales representatives and for a period of [***] days thereafter, and, for clarity, all costs incurred by Celgene Jounce related to CelgeneJounce’s making up such shortfall shall be included in the calculation of Operating Profits or Losses. (v) The calculation of costs of engaging sales representatives in the United States for purposes of calculating Operating Profits or Losses shall be based on the FTE Rate, and such FTE Rate shall be used by both Parties for promotion of Co-Co Product in the United States.