Common use of Academic Collaborations Clause in Contracts

Academic Collaborations. Notwithstanding the provisions of Section 6.9.1, each Party shall be permitted to perform any of the activities that would otherwise be prohibited under Section 6.9.1 and in relation to the 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 Collaboration 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 Collaboration Agreement with respect to (i) 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, (ii) rights regarding publication of the results arising pursuant to the conduct of activities under such agreement, and (iii) confidentiality obligations (collectively, (i) through (iii), 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 Jounce Lead Co-Co 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 delayed), 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 Collaboration 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 Collaboration 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 6.9.1, each Party shall be permitted to perform any of the activities that would otherwise be prohibited under Section 6.9.1 and in relation to the 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 Collaboration 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 Collaboration Agreement with respect to (i) 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, (ii) 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. rights regarding publication of the results arising pursuant to the conduct of activities under such agreement, and (iii) confidentiality obligations (collectively, (i) through (iii), 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 Jounce Celgene Lead Co-Co 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 delayed), 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 Collaboration 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 Collaboration 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.