Common use of Territory Development Budgets Clause in Contracts

Territory Development Budgets. Promptly after the Jounce Lead Effective Date, and concurrently with the preparation of the Jounce Co-Co Development Plan pursuant to Section 2.3.4, the Parties shall cooperate to prepare the Jounce Co-Co Development Budget. Jounce shall be responsible for the preparation of the portion of the budget for the Development activities, including all Clinical Trials to be conducted in support of Regulatory Approval of Co-Co Products in the United States, and Celgene shall be responsible for the preparation of the portion of the budget for the Development activities, including all Clinical Trials, to be conducted solely to support Regulatory Approval of Co-Co Products in the ROW Territory. For Worldwide Development Costs to be incurred from and after the Jounce Lead Effective Date, the JSC will review and approve the Jounce Co-Co Development Budget reasonably in advance of the applicable Worldwide Development Costs being incurred (with the intent being to obtain such approval at least [***] in advance of such costs being incurred, where practicable). Thereafter, the JSC will update and provide the JSC with a copy of the Jounce Co-Co 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. Development Budget, including the budgeted Worldwide Development Costs, each Calendar Year at a meeting of the JSC sufficiently in advance of the next Calendar Year so as to provide the Parties with an opportunity to budget accordingly, but in any event no later than October 1st of each Calendar Year during the Jounce Co-Co Term. The JSC will review and approve any such update or any other amendment to the Jounce Co-Co Development Budget. In addition, either Party may request at any time that the JSC consider and approve other updates to the Jounce Co-Co Development Budget. The Parties understand and agree that, if the Non-Proposing Party does not elect to participate in the Jounce Co-Co Additional Study as set forth in Section 2.3.2, the Proposing Party shall have the sole right to amend the Jounce Co-Co Development Budget to account for the costs of such Jounce Co-Co Additional Study (but, for clarity, shall not have the right to impose any additional payment obligations on the Non-Proposing Party for expenses related to such Jounce Co-Co Additional Study, unless and until a [***] occurs as set forth in Section 2.3.3, or a [***] occurs pursuant to Section 2.3.2(c)(3)). Notwithstanding the foregoing, and pursuant to Section 2.1.2(b) of the Master Collaboration Agreement and subject to JSC approval, Jounce and Celgene shall use their Commercially Reasonable Efforts to negotiate a clinical supply agreement for supply of PD-1 antibodies that are commercially available from a Third Party to be used in combination with JTX-2011, the costs of which will be borne by Celgene until the earlier of (a) the Research Term expiration or (b) [***].

Territory Development Budgets. Promptly after the Jounce Celgene Lead Effective Date, and concurrently with the preparation of the Jounce Celgene Co-Co Development Plan pursuant to Section 2.3.4, the Parties shall cooperate to prepare the Jounce Celgene Co-Co Development Budget. Jounce shall be responsible for the preparation of the portion of the budget for the Development activities, including all Clinical Trials to be conducted in support of Regulatory Approval of Co-Co Products in the United States, and Celgene shall be responsible for the preparation of the portion of the budget for the Development activities, including all Clinical Trials, to be conducted solely to support Regulatory Approval of Co-Co Products in the ROW Territory. For Worldwide Development Costs to be incurred from and after the Jounce Celgene Lead Effective Date, the JSC will review and approve the Jounce Celgene Co-Co Development Budget reasonably in advance of the applicable Worldwide Development Costs being incurred (with the intent being to obtain such approval at least [***] in advance of such costs being incurred, where practicable). Thereafter, the JSC will update and provide the JSC with a copy of the Jounce Celgene Co-Co Development Budget, including the budgeted Worldwide Development Costs, each Calendar Year at a meeting of the JSC sufficiently in advance of the next Calendar Year so as to provide the Parties with an opportunity to budget accordingly, but in any event no later than October 1st of each Calendar Year during the Celgene Co-Co Term. The JSC will review and approve any such update or any other amendment to the Celgene Co-Co 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. Development Budget, including the budgeted Worldwide Development Costs, each Calendar Year at a meeting of the JSC sufficiently in advance of the next Calendar Year so as to provide the Parties with an opportunity to budget accordingly, but in any event no later than October 1st of each Calendar Year during the Jounce Co-Co Term. The JSC will review and approve any such update or any other amendment to the Jounce Co-Co Development Budget. In addition, either Party may request at any time that the JSC consider and approve other updates to the Jounce Celgene Co-Co Development Budget. The Parties understand and agree that, if the Non-Proposing Party Jounce does not elect to participate in the Jounce Celgene Co-Co Additional Study as set forth in Section 2.3.2, the Proposing Party Celgene shall have the sole right to amend the Jounce Celgene Co-Co Development Budget to account for the costs of such Jounce Celgene Co-Co Additional Study (but, for clarity, shall not have the right to impose any additional payment obligations on the Non-Proposing Party Jounce for expenses related to such Jounce Celgene Co-Co Additional Study, unless and until a [***] occurs as set forth in Section 2.3.3, or a [***] occurs pursuant to Section 2.3.2(c)(3)). Notwithstanding the foregoing, and pursuant to Section 2.1.2(b) of the Master Collaboration Agreement and subject to JSC approval, Jounce and Celgene shall use their Commercially Reasonable Efforts to negotiate a clinical supply agreement for supply of PD-1 antibodies that are commercially available from a Third Party to be used in combination with JTX-2011, the costs of which will be borne by Celgene until the earlier of (a) the Research Term expiration or (b) [***].