Common use of Commercialization Reports Clause in Contracts

Commercialization Reports. Jounce will, with Celgene’s cooperation with respect to its activities under the U.S. Commercialization Plan, provide the JCC with a report, as soon as practicable but in no event later than [***] following the end of each Calendar Quarter commencing as of and continuing after the Calendar Quarter in which the first Co-Co Product has received Regulatory Approval in the United States setting forth a summary written progress report on the status of its Commercialization Activities with respect to Co-Co Products and Co-Co Diagnostic Products, including the number of details made by any sales representatives of Co-Co Product in the United States during such Calendar Quarter (a “U.S. Commercialization Report”), as well as Jounce’s plans with respect to Commercialization of Co-Co Products and Co-Co Diagnostic Products during the following [***] period. At least [***] prior to the anticipated First Co-Co Sale of a Co-Co Product under this Jounce Lead Co-Co Agreement in the United States, the JCC shall discuss and agree upon the form and content for such U.S. Commercialization Report. Such U.S. Commercialization Report shall also describe in reasonable detail the number of sales representatives dedicated to Commercialization of such products, the detailing strategy for such products, advertising, marketing and other promotional activities being conducted for such products, educational and scientific presentations to be made with respect to such products, actual and projected sales of such products, the key opinion leaders to be engaged with respect to such products, and other matters agreed upon by the JCC. 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.

Commercialization Reports. Jounce Celgene will, with CelgeneJounce’s cooperation 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. with respect to its activities under the U.S. Commercialization Plan, provide the JCC with a report, as soon as practicable but in no event later than [***] days following the end of each Calendar Quarter commencing as of and continuing after the Calendar Quarter in which the first Co-Co Product has received Regulatory Approval in the United States setting forth a summary written progress report on the status of its Commercialization Activities with respect to Co-Co Products and Co-Co Diagnostic Products, including the number of details made by any sales representatives of Co-Co Product in the United States during such Calendar Quarter (a “U.S. Commercialization Report”), as well as JounceCelgene’s plans with respect to Commercialization of Co-Co Products and Co-Co Diagnostic Products during the following [***] period. At least [***] prior to the anticipated First Co-Co Sale of a Co-Co Product under this Jounce Celgene Lead Co-Co Agreement in the United States, the JCC shall discuss and agree upon the form and content for such U.S. Commercialization Report. Such U.S. Commercialization Report shall also describe in reasonable detail the number of sales representatives dedicated to Commercialization of such products, the detailing strategy for such products, advertising, marketing and other promotional activities being conducted for such products, educational and scientific presentations to be made with respect to such products, actual and projected sales of such products, the key opinion leaders to be engaged with respect to such products, and other matters agreed upon by the JCC. 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.

Commercialization Reports. Jounce willRoivant shall keep TheraVida reasonably informed of Roivant’s, with Celgene’s cooperation its Affiliates’ and Sublicensees’ Commercialization activities with respect to its activities under the U.S. Commercialization PlanLicensed Products in the Field in the Territory. Without limiting the foregoing, provide the JCC with a report, as soon as practicable but in no event later than on [***] following the end of each Calendar Quarter commencing as of and continuing after Year, beginning in the Calendar Quarter in which the Year of Roivant’s first Co-Co submission of an MAA for a Licensed Product has received Regulatory Approval in the United States setting forth Territory, Roivant shall provide TheraVida with a summary written progress report on the status of its summarizing material Commercialization Activities activities with respect to Co-Co Products and Co-Co Diagnostic Products, including the number of details made by any sales representatives of Co-Co Product in the United States during such Calendar Quarter (a “U.S. Commercialization Report”), as well as Jounce’s plans with respect to Commercialization of Co-Co Products and Co-Co Diagnostic Products during the following Licensed [***] period. At least [***] prior to the anticipated First Co-Co Sale of a Co-Co Product under this Jounce Lead Co-Co Agreement in the United States, the JCC shall discuss and agree upon the form and content for such U.S. Commercialization Report. Such U.S. Commercialization Report shall also describe in reasonable detail the number of sales representatives dedicated to Commercialization of such products, the detailing strategy for such products, advertising, marketing and other promotional activities being conducted for such products, educational and scientific presentations to be made with respect to such products, actual and projected sales of such products, the key opinion leaders to be engaged with respect to such products, and other matters agreed upon by the JCC. = CERTAIN CONFIDENTIAL PORTIONS OF INFORMATION CONTAINED IN THIS EXHIBIT WERE OMITTED AND REPLACED DOCUMENT, MARKED BY BRACKETS, IS FILED 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 OF THE SECURITIES ACT OF 1933, AS AMENDED. Confidential EXECUTION VERSION Products in the Field in the Territory performed in the preceding Calendar Year and Commercialization activities with respect to the Licensed Products in the Field in the Territory planned for the current Calendar Year. Roivant shall promptly respond to TheraVida’s reasonable questions or requests for additional information relating to the progress and results of its and its Affiliates’ and Sublicensees’ Commercialization activities under this Agreement. In addition, [***], Roivant and TheraVida will hold a meeting to discuss the status of the Commercialization activities within a reasonable time [***]. Such meeting may occur either in person, telephonically, or by video conference at the Parties’ discretion.

Commercialization Reports. Jounce willAt each meeting of the JCC, with Celgene’s cooperation Licensee will report on the Commercialization activities Licensee has performed or caused to be performed in the Territory since the last meeting of the JCC, evaluate the work performed in relation to the goals of the Commercialization Plan and provide such other information as may be required by the Commercialization Plan or reasonably requested by the JCC with respect to its such Commercialization activities. If Licensee fails to adequately provide such report at a meeting of the JCC, Nogra may request, and Licensee will provide to Nogra, a written progress report that describes Commercialization activities under that Licensee has performed or caused to be performed since the U.S. last meeting of the JCC, evaluate the work performed in relation to the goals of the Commercialization PlanPlan and provide such other information as may be required by the Commercialization Plan or reasonably requested by Nogra to permit Nogra to obtain a reasonably comprehensive understanding of the status and performance of the applicable Commercialization activities with respect to Licensed Products in the Territory. The JCC will evaluate Licensee’s performance each Calendar Quarter during which Commercialization activities with respect to the Licensed Products in the Field are performed in the Territory against the Commercialization Plan and provide a report of such progress to the JSC at each quarterly meeting of the JSC. In addition, provide Licensee will regularly meet with Nogra prior to the JCC with a report, as soon as practicable but in no event later than date [***] following the end after First Commercial Sale of each Calendar Quarter commencing as of and continuing after the Calendar Quarter in which the first Co-Co Product has received Regulatory Approval in the United States setting forth a summary written progress report on the status of its Commercialization Activities with respect to Co-Co Products and Co-Co Diagnostic Products, including the number of details made by any sales representatives of Co-Co Licensed Product in the United States during such Calendar Quarter Territory (a “U.S. Commercialization Report”)and thereafter at Nogra’s reasonable request, as well as Jounce’s plans with respect up to Commercialization of Co-Co Products and Co-Co Diagnostic Products during the following [***] period. At least [***] prior per year), to review the anticipated First Co-Co Sale of a Co-Co Product under this Jounce Lead Co-Co Agreement activities that Licensee has undertaken with regard to Commercializing the Licensed Products in the United StatesField in the Territory. Further, the JCC shall discuss and agree upon the form and content for such U.S. Commercialization Report. Such U.S. Commercialization Report shall also describe in reasonable detail the number of sales representatives dedicated Licensee will provide notice to Commercialization of such products, the detailing strategy for such products, advertising, marketing and other promotional activities being conducted for such products, educational and scientific presentations to be made with respect to such products, actual and projected sales of such products, the key opinion leaders to be engaged with respect to such products, and other matters agreed upon by Nogra (through the JCC. 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) if Licensee elects to suspend or no longer proceed with Commercializing any Licensed Compounds or Licensed Products or any of the Primary Indications.

Commercialization Reports. Jounce willWithin thirty (30) days of December 31 of each year following the first anniversary of the Effective Date and continuing until such time as Company (either directly or through its Sublicensee) begins providing University with sales reports pursuant to Section 6.3 below, with Celgene’s cooperation with respect the Company shall deliver to the University written reports of the Company's and its activities under Material Sublicensees' efforts and plans to commercialize the U.S. Commercialization PlanLicensed Technology and to manufacture, provide the JCC with a offer to sell, or sell Licensed Products. In such written report, as soon as practicable but in no event later than [***] following Company will provide University a general description of the end activities of Company and each Calendar Quarter commencing as of and continuing after the Calendar Quarter in which the first Co-Co Product has received Regulatory Approval Material Sublicensee. Company further agrees in the United States setting forth a summary written progress report on case of Sublicenses granted to Sublicensees that are not Material Sublicensees, that Company will provide University with the status name of the Sublicensee and general description of the general type of work (e.g., contract manufacturing, monitoring of clinical trials, etc.) being performed under each such Sublicense. Company's inability to disclose any plans of its Commercialization Activities Sublicensees shall not relieve the Company of its obligations to demonstrate its compliance with respect its diligence obligations under Section 5.1 above including for each of the commercialization and performance milestones described in Section A5.1 of attached Exhibit A, each commercialization report shall include sufficient information to Co-Co Products demonstrate compliance of those milestones and Co-Co Diagnostic Products, including the number shall set out timeframes and plans for those milestones which have not yet been met. Company further agrees to include in each such commercialization report a list of details made all Sublicenses granted by any sales representatives of Co-Co Product in the United States during such Calendar Quarter (a “U.S. Commercialization Report”), as well as Jounce’s plans with respect to Commercialization of Co-Co Products and Co-Co Diagnostic Products Company during the following [***] periodpreceding calendar year. At least [***] prior Upon University's request, Company shall provide a list of wholesalers and resellers with rights to the anticipated First Cosell Licensed Product. Company further agrees that it will provide University a verbal and in-Co Sale of a Co-Co Product under this Jounce Lead Co-Co Agreement in the United Statesperson update as to progress against milestones every three (3) months until such time as Company has achieved Qualified Funding. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, the JCC shall discuss and agree upon the form and content for such U.S. Commercialization ReportAS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. Such U.S. Commercialization Report shall also describe in reasonable detail the number of sales representatives dedicated to Commercialization of such productsACCORDINGLY, the detailing strategy for such products, advertising, marketing and other promotional activities being conducted for such products, educational and scientific presentations to be made with respect to such products, actual and projected sales of such products, the key opinion leaders to be engaged with respect to such products, and other matters agreed upon by the JCC. CERTAIN THE CONFIDENTIAL PORTIONS OF HAVE BEEN OMITTED FROM THIS EXHIBIT WERE OMITTED EXHIBIT, AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS HAVE 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 AMENDEDCOMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.

Commercialization Reports. Jounce willRoivant shall keep TheraVida reasonably informed of Roivant’s, with Celgene’s cooperation its Affiliates’ and Sublicensees’ Commercialization activities with respect to its activities under the U.S. Commercialization PlanLicensed Products in the Field in the Territory. Without limiting the foregoing, provide the JCC with a report, as soon as practicable but in no event later than on [***] following the end of each Calendar Quarter commencing as of and continuing after Year, beginning in the Calendar Quarter in which the Year of Roivant’s first Co-Co submission of an MAA for a Licensed Product has received Regulatory Approval in the United States setting forth Territory, Roivant shall provide TheraVida with a summary written progress report on the status of its summarizing material Commercialization Activities activities with respect to Co-Co Products and Co-Co Diagnostic Products, including the number of details made by any sales representatives of Co-Co Product in the United States during such Calendar Quarter (a “U.S. Commercialization Report”), as well as Jounce’s plans with respect to Commercialization of Co-Co Products and Co-Co Diagnostic Products during the following [***] period. At least [***] prior to the anticipated First Co-Co Sale of a Co-Co Product under this Jounce Lead Co-Co Agreement in the United States, the JCC shall discuss and agree upon the form and content for such U.S. Commercialization Report. Such U.S. Commercialization Report shall also describe in reasonable detail the number of sales representatives dedicated to Commercialization of such products, the detailing strategy for such products, advertising, marketing and other promotional activities being conducted for such products, educational and scientific presentations to be made with respect to such products, actual and projected sales of such products, the key opinion leaders to be engaged with respect to such products, and other matters agreed upon by the JCC. Licensed CERTAIN CONFIDENTIAL PORTIONS OF INFORMATION CONTAINED IN THIS EXHIBIT WERE OMITTED AND REPLACED WITH “DOCUMENT, MARKED BY [***]”. A COMPLETE VERSION OF THIS EXHIBIT , HAS BEEN FILED SEPARATELY WITH OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE SECRETARY OF THE SECURITIES INFORMATION (I) IS NOT MATERIAL AND EXCHANGE COMMISSION PURSUANT (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. Confidential EXECUTION VERSION Products in the Field in the Territory performed in the preceding Calendar Year and Commercialization activities with respect to the Licensed Products in the Field in the Territory planned for the current Calendar Year. Roivant shall promptly respond to TheraVida’s reasonable questions or requests for additional information relating to the progress and results of its and its Affiliates’ and Sublicensees’ Commercialization activities under this Agreement. In addition, AS AMENDED[***], Roivant and TheraVida will hold a meeting to discuss the status of the Commercialization activities within a reasonable time [***]. Such meeting may occur either in person, telephonically, or by video conference at the Parties’ discretion.

Commercialization Reports. Jounce willDermavant shall keep Portola reasonably informed of Dermavant’s, with Celgene’s cooperation its Affiliates’ and sublicensees’ Commercialization activities with respect to its activities under the U.S. Commercialization PlanProducts in the Licensed Field in the Territory. Without limiting the foregoing, provide the JCC with a report, as soon as practicable but in no event later than by [***] following the end of each Calendar Quarter commencing as of and continuing after the Calendar Quarter in which the first Co-Co Product has received Regulatory Approval in the United States setting forth a summary written progress report on the status of its Commercialization Activities with respect to Co-Co Products and Co-Co Diagnostic Products, including the number of details made by any sales representatives of Co-Co Product in the United States during such Calendar Quarter (a “U.S. Commercialization Report”), as well as Jounce’s plans with respect to Commercialization of Co-Co Products and Co-Co Diagnostic Products during the following [***] period. At least of each [***], beginning after initiation of the [***] prior relating to the anticipated First Co-Co Sale of a Co-Co Product under this Jounce Lead Co-Co Agreement Products in the United StatesLicensed Field, Dermavant shall provide Portola with a written report summarizing the JCC shall discuss and agree upon the form and content for such U.S. Commercialization Report. Such U.S. Commercialization Report shall also describe in reasonable detail the number of sales representatives dedicated to Commercialization of such products, the detailing strategy for such products, advertising, marketing and other promotional activities being conducted for such products, educational and scientific presentations to be made with respect to such products, actual the Products in the Licensed Field in the Territory performed in the preceding [***] Such reports shall be at a level of detail reasonably requested by Portola and projected sales of such products, the key opinion leaders sufficient to enable Portola to determine Dermavant’s compliance with its Commercialization obligations under Section 7.2 and may be engaged with respect to such products, and other matters agreed upon by the JCC. CERTAIN CONFIDENTIAL PORTIONS OF INFORMATION CONTAINED IN THIS EXHIBIT WERE OMITTED AND REPLACED WITH “DOCUMENT, MARKED BY [***]”. A COMPLETE VERSION OF THIS EXHIBIT , HAS BEEN FILED SEPARATELY WITH OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE SECRETARY OF THE SECURITIES INFORMATION (I) IS NOT MATERIAL AND EXCHANGE COMMISSION PURSUANT (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. provided as part of the Development report required pursuant to Section 4.5. Dermavant shall promptly respond to Portola’s reasonable questions or requests for additional information relating to the progress and results of its and its Affiliates’ and sublicensees’ Commercialization activities under this Agreement. In addition, AS AMENDEDat Portola’s reasonable request at any time during the Term, Dermavant and Portola will hold a meeting to discuss the status of the Commercialization activities within a reasonable time after receipt of such request by Dermavant. Such meeting may occur either in person, telephonically, or by video conference at the Parties’ discretion.