Common use of Academic Collaborations Clause in Contracts

Academic Collaborations. Notwithstanding the provisions of Section 8.6(a), and without limiting Section 8.2(b), each Party shall be permitted to perform any of the activities that would otherwise be prohibited under Section 8.6(a) in relation to the Licensed Target, if such activities are (A) the subject of an existing agreement between such Party and an academic institution or academic collaborator entered into prior to the effective date of the Master Agreement, provided that such Party shall not be permitted to amend any such agreement unless such amendment contains provisions consistent with the terms and conditions of such agreement in effect as of the effective date of the Master Agreement with respect to (1) ownership and licenses of pre-existing intellectual property rights, as well as intellectual property rights and inventions arising pursuant to the conduct of activities under such agreement, (2) rights regarding publication of the results arising pursuant to the conduct of activities under such agreement, and (3) confidentiality obligations (collectively, (1) through (3), the “Academic Essential Provisions”), or (B) the subject of a new agreement entered into between such Party and an academic institution or academic collaborator that contains terms and conditions with respect to the Academic Essential Provisions consistent with the terms and conditions of the agreements between such Party and an academic institution or academic collaborator entered into prior to the effective date of the Master Agreement; provided that, if any Academic Essential Provisions of an amendment described in (A) or an agreement described in (B) would not be consistent with the Academic Essential Provisions of the agreements between such Party and an academic institution or academic collaborator entered into prior to the effective date of the Master Agreement, such Party shall not enter into such amendment or agreement on such inconsistent terms and conditions without the prior written consent of the other Party.

Academic Collaborations. Notwithstanding the provisions of Section 8.6(a), and without limiting Section 8.2(b8.2(a)(ii), each Party shall be permitted to perform any of the activities that would otherwise be prohibited under Section 8.6(a) in relation to the Licensed Co-Co Target, if such activities are (A) the subject of an existing agreement between such Party and an academic institution or academic collaborator entered into prior to the effective date of the Master Agreement, provided that such Party shall not be permitted to amend any such agreement unless such amendment contains provisions consistent with the terms and conditions of such agreement in effect as of the effective date of the Master Agreement with respect to (1) ownership and licenses of pre-existing intellectual property rights, as well as intellectual property rights and inventions arising pursuant to the conduct of activities under such agreement, (2) rights regarding publication of the results arising pursuant to the conduct of activities under such agreement, and (3) confidentiality obligations (collectively, (1) through (3), the “Academic Essential Provisions”), or (B) the subject of a new agreement entered into between such Party and an academic institution or academic collaborator that contains terms and conditions with respect to the Academic Essential Provisions consistent with the terms and conditions of the agreements between such Party and an academic institution or academic collaborator entered into prior to the effective date of the Master Agreement; provided that, if any Academic Essential Provisions of an amendment described in (A) or an agreement described in (B) would not be consistent with the Academic Essential Provisions of the agreements between such Party and an academic institution or academic collaborator entered into prior to the effective date of the Master Agreement, such Party shall not enter into such amendment or agreement on such inconsistent terms and conditions without the prior written consent of the other Party.

Academic Collaborations. Notwithstanding the provisions of Section 8.6(a)5.2.1, and without limiting Section 8.2(b), each Party Vividion shall be permitted to perform any of the activities that would otherwise be prohibited under Section 8.6(a) in relation to the Licensed Target, 5.2.1 if such activities are (Ai) the subject of an existing agreement between such Party Vividion and an academic institution or academic collaborator entered into prior to the effective date of the Master AgreementEffective Date, provided that such Party Vividion shall not be permitted to amend any such agreement unless such amendment contains provisions consistent with the terms and conditions of such agreement in effect as of the effective date of the Master Agreement Effective Date with respect to (1A) ownership and licenses of pre-existing intellectual property rights, as well as intellectual property rights and inventions arising pursuant to the conduct of activities under such agreement, (2B) rights regarding publication of the results arising pursuant to the conduct of activities under such agreement, and (3C) confidentiality obligations (collectively, (1A) through (3C), the “Academic Essential Provisions”), or (Bii) the subject of a new agreement entered into between such Party Vividion and an academic institution or academic collaborator that contains terms and conditions with respect to the Academic Essential Provisions consistent with the terms and conditions of the agreements between such Party and an academic institution or academic collaborator entered into prior to the effective date of the Master AgreementEffective Date; provided that, if any Academic Essential Provisions of an amendment described in (Ai) or an agreement described in (Bii) would not be consistent with the Academic Essential Provisions of the agreements between such Party Vividion and an academic institution or academic collaborator entered into prior to the effective date of the Master AgreementEffective Date, such Party Vividion shall not enter into such amendment or agreement on such inconsistent terms and conditions without the prior written consent of the other PartyCelgene.

Academic Collaborations. Notwithstanding the provisions of Section 8.6(a), Sections 5.1 and without limiting Section 8.2(b)5.2, each Party shall be permitted to perform any of the activities that would otherwise be prohibited under Section 8.6(a) Sections 5.1 and 5.2 and in relation to the Licensed a given Collaboration Target, if such activities are (Aa) the subject of an existing agreement between such Party and an academic institution or academic collaborator entered into prior to the effective date of the Master AgreementEffective Date, provided that such contracting Party shall not be permitted to amend any such agreement unless such amendment contains provisions consistent with the terms and conditions of such agreement in effect as of the effective date of the Master Agreement existing agreement’s provisions with respect to (1i) ownership and licenses of pre-existing intellectual property rights, as well as intellectual property rights and inventions arising pursuant to the conduct of activities under such agreement, (2ii) rights regarding publication of the results arising pursuant to the conduct of activities under such agreement, and (3iii) confidentiality obligations (collectively, (1i) through (3iii), the “Academic Essential Provisions”), in a manner that would result in any of the provisions covered by the Academic Essential Provisions in such existing agreement being less favorable to the contracting Party, or which would adversely affect any rights granted to Celgene or Jounce under this Agreement or any Development & Commercialization Agreement following such amendment without the prior written consent of the other Party (such consent not to be unreasonably withheld), or (Bb) the subject of a new an agreement entered into between such Party and an academic institution or academic collaborator after the Effective Date that contains terms and conditions with respect to the Academic Essential Provisions consistent with the terms and conditions of the agreements between such Party and an academic institution or academic collaborator entered into prior to the effective date of the Master AgreementEffective Date; provided that, that if any Academic Essential Provisions of an amendment described in (Aa) or an agreement described in (Bb) would not be consistent with the Academic Essential Provisions of the agreements between such Party and an academic institution or academic collaborator entered into prior to the effective date of the Master AgreementEffective Date, such Party shall not enter into such amendment or agreement on such inconsistent terms and conditions without the prior written consent of the other Party, not to be unreasonably withheld.

Academic Collaborations. Notwithstanding the provisions of Section 8.6(a), and without limiting Section 8.2(b8.2(a)(ii), each Party shall be permitted to perform any of the activities that would otherwise be prohibited under Section 8.6(a) in relation to the Licensed Target, if such activities are (A) the subject of an existing agreement between such Party and an academic institution or academic collaborator entered into prior to the effective date of the Master AgreementEffective Date, provided that such Party shall not be permitted to amend any such agreement unless such amendment contains provisions consistent with the terms and conditions of such agreement in effect as of the effective date of the Master Agreement Effective Date with respect to (1) ownership and licenses of pre-existing intellectual property rights, as well as intellectual property rights and inventions arising pursuant to the conduct of activities under such agreement, (2) rights regarding publication of the results arising pursuant to the conduct of activities under such agreement, and (3) confidentiality obligations (collectively, (1) through (3), the “Academic Essential Provisions”), or (B) the subject of a new agreement entered into between such Party and an academic institution or academic collaborator that contains terms and conditions with respect to the Academic Essential Provisions consistent with the terms and conditions of the agreements between such Party and an academic institution or academic collaborator entered into prior to the effective date of the Master AgreementEffective Date; provided that, if any Academic Essential Provisions of an amendment described in (A) or an agreement described in (B) would not be consistent with the Academic Essential Provisions of the agreements between such Party and an academic institution or academic collaborator entered into prior to the effective date of the Master AgreementEffective Date, such Party shall not enter into such amendment or agreement on such inconsistent terms and conditions without the prior written consent of the other Party.