Common use of Termination by Celgene for Safety Reasons Clause in Contracts

Termination by Celgene for Safety Reasons. Celgene shall have the right to terminate this Celgene Lead Co-Co Agreement immediately on a Co-Co Candidate-by-Co-Co Candidate basis upon written notice to Jounce based on Safety Reasons (defined below). Upon such termination for Safety Reasons, subject to the terms and conditions of this Celgene Lead Co-Co Agreement, Celgene shall be responsible, at its expense, for the wind-down, if any, of any Development of the applicable Co-Co Candidate, and corresponding Co-Co Product (including any Clinical Trials for the applicable Co-Co Candidate or Co-Co Product being conducted by or on behalf of Celgene and any regulatory costs for closing out corresponding regulatory activities) and any Commercialization activities for the applicable Co-Co Candidate or Co-Co Product. Such termination shall become effective upon the date that the Parties agree in writing that such wind-down is complete. Upon such termination for Safety Reasons, all licenses granted by Jounce to Celgene under this Celgene Lead Co-Co Agreement shall terminate solely with respect to the applicable Co-Co Candidate or Co-Co Product. For purposes of this Celgene Lead Co-Co Agreement, “Safety Reason” means that the Data Safety Monitoring Board for a Clinical Trial, or the Parties by mutual written agreement, based upon additional information that becomes available or an analysis of then-existing information at any time, determines that Development or Commercialization, as applicable, of the Co-Co Candidate and/or Co-Co Products should be discontinued because the medical risk/benefit of the Co-Co Candidate or Co-Co Products is sufficiently unfavorable as to be incompatible with the welfare of patients to Develop or Commercialize or to continue to Develop or Commercialize it. If this Celgene Lead Co-Co Agreement is terminated pursuant to this Section 8.2.2, then subject to applicable data privacy laws, and on Jounce’s request, Celgene shall provide Jounce with full access to all relevant data relating to the terminated Co-Co Product.

Termination by Celgene for Safety Reasons. Celgene shall have the right to terminate this Celgene Lead Co-Co PD-1 License Agreement immediately on a Co-Co Licensed Candidate-by-Co-Co Licensed Candidate basis upon written notice to Jounce based on Safety Reasons (defined below). Upon such termination for Safety Reasons, subject to the terms and conditions of this Celgene Lead Co-Co PD-1 License Agreement, Celgene shall be responsible, at its expense, for the wind-down, if any, of any Development of the applicable Co-Co Licensed Candidate, and corresponding Co-Co Licensed Product (including any Clinical Trials for the applicable Co-Co Licensed Candidate or Co-Co Licensed Product being conducted by or on behalf of Celgene and any regulatory costs for closing out corresponding regulatory activities) and any Commercialization activities for the applicable Co-Co Licensed Candidate or Co-Co Licensed Product. Such termination shall become effective upon the date that the Parties agree in writing that such wind-down is complete. Upon such termination for Safety Reasons, all licenses granted by Jounce to Celgene under this Celgene Lead Co-Co PD-1 License Agreement shall terminate solely with respect to the applicable Co-Co Licensed Candidate or Co-Co Licensed Product. For purposes of this Celgene Lead Co-Co PD-1 License Agreement, “Safety Reason” means that the Data Safety Monitoring Board for a Clinical Trial, or the Parties by mutual written agreement, based upon additional information that becomes available or an analysis of then-existing information at any time, determines that Development or Commercialization, as applicable, of the Co-Co Licensed Candidate and/or Co-Co Licensed Products should be discontinued because the medical risk/benefit of the Co-Co Licensed Candidate or Co-Co Licensed Products is sufficiently unfavorable as to be incompatible with the welfare of patients to Develop or Commercialize or to continue to Develop or Commercialize itCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. If this Celgene Lead Co-Co Agreement is terminated pursuant to this Section 8.2.2A 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, then subject to applicable data privacy laws, and on Jounce’s request, Celgene shall provide Jounce with full access to all relevant data relating to the terminated Co-Co ProductAS AMENDED.