Common use of HSR Filings Clause in Contracts

HSR Filings. Each of Jounce and Celgene will, within [***] after the execution of a Development & Commercialization Agreement (or such later time as may be agreed to in writing by the Parties) file with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) any HSR Filing required of it under the HSR Act in the reasonable opinion of either Party with respect to the transactions contemplated by such Development & Commercialization Agreement. The Parties shall cooperate with one another to the extent necessary in the preparation of any such HSR Filing. Each Party shall be responsible for its own costs, expenses, and filing fees associated with any HSR Filing; provided, however, the Parties shall equally share all fees (other than penalties that may be incurred as a result of actions or omissions on the part of a Party, which penalties shall be the sole financial responsibility of such Party), required to be paid to any Governmental Authority in connection with making any such HSR Filing. In the event that the Parties make an HSR Filing under this Section 3.2.2, the relevant Development & Commercialization Agreement shall terminate (i) at the election of either Party, immediately upon notice to the other Party, in the event that the FTC or DOJ obtains a preliminary injunction under the HSR Act against the Parties to enjoin the transactions contemplated by such Development & Commercialization Agreement, or (ii) at the election of either Party, immediately upon notice to the other Party, in the event that the HSR Clearance Date shall not have occurred on or prior to [***] after the effective date of the HSR Filing. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.2.2, none of the terms and conditions contained in a Development & Commercialization Agreement shall be effective until the “Implementation Date,” which is agreed and understood to mean the later of (A) the execution date of the Development & Commercialization Agreement, (B) if a determination is made pursuant to this Section 3.2.2 that a notification of this Agreement is not required to be made under the HSR Act, the date of such determination, or (C) if notification of the Development & Commercialization Agreement is required to be made under the HSR Act, the HSR Clearance Date. As used herein: (x) “HSR Clearance Date” means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act with respect to the transactions contemplated by a Development & Commercialization Agreement have expired or have been terminated; and (y) “HSR Filing” means a filing by Jounce and Celgene with the FTC and the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) with respect to the matters set forth in the Development & Commercialization Agreement, together with all required documentary attachments thereto. 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.

HSR Filings. Each of Jounce and Celgene willThe Parties shall each, within [***] as promptly as practicable after the execution of a Development & Commercialization Agreement (Execution Date, file or such later time as may cause to be agreed to in writing by the Parties) file filed with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) any HSR Filing notifications required of it to be filed under the HSR Act in (the reasonable opinion of either Party “HSR Filings”) with respect to the transactions contemplated by such Development & Commercialization Agreementhereby; provided that the Parties shall each make the HSR Filing within [**] after the Execution Date. The Parties shall cooperate with one another use their reasonable best efforts to respond promptly to any requests for additional information made by such agencies, and to cause the extent necessary in waiting period (and any extension thereof) under the preparation HSR Act to terminate or expire at the earliest possible date after the date of any such HSR Filingfiling, including by requesting early termination of the waiting period. Each Party is responsible for the costs and expenses of its own legal and other advice in preparing its HSR Filing; and Sanofi shall be responsible for its own costspaying the filing fee required under the HSR Act. Notwithstanding anything in this Agreement to the contrary, expenses, and filing fees associated with any HSR Filing; provided, however, the Parties shall equally share all fees this Agreement (other than penalties this Article 12 and Section 10.3, which are binding and effective as of the Execution Date) shall become effective (unless terminated prior to such date) [**] after the expiration or earlier termination of the waiting period (or any extension thereof) under the HSR (the date that may is [**] after such expiration or earlier termination, the “Effective Date”). Subject to the foregoing sentence, upon the Effective Date the full Agreement and all its terms and provisions shall be incurred as a result of actions or omissions automatically effective and binding on both Parties. If, on the part [**] after the date of a Partyfiling under the HSR Act the waiting period (and any extension thereof) required thereunder has not expired or been terminated, which penalties either Party shall be have the sole financial responsibility of such Party)right, required to be paid to any Governmental Authority in connection with making any such HSR Filing. In the event that the Parties make an HSR Filing under this Section 3.2.2, the relevant Development & Commercialization Agreement shall terminate (i) at the election of either Party, immediately upon on written notice to the other Party, in the event that the FTC or DOJ obtains a preliminary injunction under the HSR Act against the Parties to enjoin the transactions contemplated terminate this Agreement, and upon receipt of such notice by such Development & Commercialization Agreement, or (ii) at the election of either Party, immediately upon notice to the other Party, in the event that the HSR Clearance Date shall not have occurred on or prior to [***] after the effective date of the HSR Filing. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.2.2, none of the terms and conditions contained in a Development & Commercialization Agreement shall be effective until the “Implementation Date,” which is agreed null and understood to mean the later of (A) the execution date of the Development & Commercialization Agreement, (B) if a determination is made pursuant to this Section 3.2.2 that a notification of this Agreement is not required to be made under the HSR Act, the date of such determination, or (C) if notification of the Development & Commercialization Agreement is required to be made under the HSR Act, the HSR Clearance Date. As used herein: (x) “HSR Clearance Date” means the earliest date on which the Parties void and have actual knowledge that all applicable waiting periods under the HSR Act with respect to the transactions contemplated by a Development & Commercialization Agreement have expired or have been terminated; no further force and (y) “HSR Filing” means a filing by Jounce and Celgene with the FTC and the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) with respect to the matters set forth in the Development & Commercialization Agreement, together with all required documentary attachments thereto. 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 AMENDEDeffect.

HSR Filings. Each of Jounce OncoMed and Celgene will, within [***] after the execution of a Development & Commercialization Agreement or the [***]SM Agreement (or such later time as may be agreed to in writing by the Parties) file with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) any HSR Filing required of it under the HSR Act in the reasonable opinion of either Party with respect to the transactions contemplated by such Development & Commercialization Agreement or the [***]SM Agreement. The Parties shall cooperate with one another to the extent necessary in the preparation of any such HSR Filing. Each Party shall be responsible for its own costs, expenses, and filing fees associated with any HSR Filing; provided, however, the Parties shall equally share all fees (other than penalties that may be incurred as a result of actions or omissions on the part of a Party, which penalties shall be the sole financial responsibility of such Party), required to be paid to any Governmental Authority [***] in connection with making any such HSR Filing. In the event that the Parties make an HSR Filing under this Section 3.2.23.2, the relevant Development & Commercialization Agreement or the [***]SM Agreement shall terminate (i) at the election of either Party, immediately upon notice to the other Party, in the event that the FTC or DOJ obtains a preliminary injunction under the HSR Act against the Parties to enjoin the transactions contemplated by such Development & Commercialization Agreement or the [***]SM Agreement, or (ii) at the election of either Party, immediately upon notice to the other Party, in the event that the HSR Clearance Date shall not have occurred on or prior to [***] after the effective date of the HSR Filing. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.2.23.2, none of the terms and conditions contained in a Development & Commercialization Agreement or the [***]SM Agreement shall be effective until the “Implementation Date,” which is agreed and understood to mean the later of (A) the execution date of the Development & Commercialization Agreement or the [***]SM Agreement, (B) if a determination is made pursuant to this Section 3.2.2 3.2 that a notification of this Agreement is not required to be made under the HSR Act, the date of such determination, or (C) if notification of the Development & Commercialization Agreement or the [***]SM Agreement is required to be made under the HSR Act, the HSR Clearance Date. As used herein: (x) “HSR Clearance Date” means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act with respect to the transactions contemplated by a Development & Commercialization Agreement have expired or have [***] Certain information in this document has been terminated; omitted and (y) “HSR Filing” means a filing by Jounce and Celgene filed separately with the FTC Securities and the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) Exchange Commission. Confidential treatment has been requested with respect to the matters set forth in the Development & Commercialization Agreement, together with all required documentary attachments thereto. 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 AMENDEDomitted portions.

HSR Filings. Each (a) During the Interim Period, each Party shall cooperate with the other Party and shall use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to consummate the Transactions, including (i) making or causing to be made the filings required of Jounce and Celgene willsuch Party or any of its Affiliates by Law with respect to the Transactions, within [***] as promptly as is reasonably practicable (and, with respect to the HSR Act, in any event no later than ten (10) Business Days after the execution of Signing Date (unless a Development & Commercialization Agreement (or such later time as may be date is mutually agreed to in writing by the Parties)), (ii) file cooperating with the U.S. Federal Trade Commission other Party and furnishing to the other Party all information in such Party’s possession that is necessary in connection with such other Party’s filings, (“FTC”iii) and causing the Antitrust Division expiration or termination of the U.S. Department of Justice (“DOJ”) any HSR Filing required of it notice or waiting periods under the HSR Act in the reasonable opinion of either Party and any other Laws with respect to the transactions contemplated Transactions as promptly as is reasonably practicable after the date of this Agreement, (iv) promptly informing the other Party of any communication from or to, and any proposed understanding or agreement with, any Governmental Authority with respect to any such filings, and permitting the other Party to review in advance any proposed communication by such Development & Commercialization AgreementParty to any Governmental Authority with respect to any such filings, (v) consulting and cooperating with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions to be made or submitted by or on behalf of any Party in connection with any meetings or communications with, or Actions involving, any Governmental Authority with respect to any such filings, (vi) complying, as promptly as is reasonably practicable, with any requests received from a Governmental Authority by such Party or any of its Affiliates under the HSR Act or any other Laws for additional information, documents or other materials with respect to any such filings, (vii) working together to resolve such objections, if any, as may be asserted with respect to the Transactions under any antitrust law so as to enable the Closing to occur as soon as reasonably possible, and (viii) advise the other Party promptly of any communication received by such Party from any Governmental Authority regarding any of the Transactions, and, subject to applicable Law, permit the other Party to review in advance, and consider in good faith the views of the other Party in connection with, any proposed communication to any Governmental Authority regarding the Transactions. The Parties shall cooperate with one another will take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other legal privilege pursuant to this Section 6.4 but only in the event and to the extent necessary such information can be shared in the preparation of a manner so as to preserve any such applicable privilege. Notwithstanding the foregoing provisions of this Section 6.4 or anything in this Agreement to the contrary, and subject to Section 6.4(d), Purchaser shall, on behalf of the Parties, control and lead all communications and strategy relating to any inquiry by any Governmental Authority and lead the process to obtain any necessary approval, consents, waivers, authorizations, and other confirmations from any Governmental Authority, subject to good faith consultations with Seller. Purchaser and Seller shall each pay fifty percent (50%) of the applicable HSR FilingAct filing fee to report the Transactions. Each Party shall be responsible for its own costspay all fees, expensescosts and expenses of any consultants, economists, or other advisors retained by such Party in connection with any filings submitted to a Governmental Authority. (b) Except as specifically required by this Agreement, each Party shall not, and filing fees associated with shall cause its respective Affiliates not to, take any action (including entering into any acquisition agreement) that would reasonably be expected to adversely affect or materially delay or impair the approval of any Governmental Authority (including expiration or termination of any applicable waiting periods under the HSR Filing; provided, howeverAct) of any of the aforementioned filings. In furtherance and not in limitation of the covenants contained in this Section 6.4(b), the Parties shall equally share all fees (use their reasonable best efforts to contest and defend against the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other than penalties Order, whether temporary, preliminary or permanent, that may be incurred as a result of actions would restrain, prevent or omissions delay the Closing on or before the Outside Date, including defending through litigation on the part merits any claim asserted in any court with respect to the Transactions by the Federal Trade Commission, the Department of a PartyJustice or any other applicable Governmental Authority or any private party. (c) Notwithstanding anything herein to the contrary, which penalties neither Party nor any of its Affiliates (and including the Acquired Companies) shall be the sole financial responsibility required to: (i) sell or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses; (ii) terminate existing relationships, contractual rights or obligations; (iii) terminate any venture or other arrangement; (iv) create any relationship, contractual rights or obligations; (v) effectuate any other change or restructuring of such Party or its Affiliates, the Business, the Acquired Companies; or (vi) otherwise take or commit to take any action that would limit such Party)’s or its Affiliates’ freedom of action with respect to, required or its ability to be paid retain or hold, directly or indirectly, any businesses, assets, Equity Interests, product lines or properties of such Party or its Affiliates or any Equity Interest in any joint venture held by such Party or its Affiliates. (d) Each of the Parties shall promptly notify the other Party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the regulatory consents, registrations, approvals, Permits and authorizations that are the subject of this Section 6.4 and permit the other Party to review in advance any proposed communication by such Party to any Governmental Authority in connection therewith. No Party shall agree to participate in any meeting with making any Governmental Authority in respect of any such HSR Filing. In the event that the Parties make an HSR Filing under this Section 3.2.2, the relevant Development & Commercialization Agreement shall terminate (i) at the election of either Party, immediately upon notice to matter unless it consults with the other PartyParty in advance and, in the event that the FTC or DOJ obtains a preliminary injunction under the HSR Act against the Parties to enjoin the transactions contemplated unless prohibited by such Development & Commercialization AgreementGovernmental Authority, or (ii) at the election of either Party, immediately upon notice to gives the other Party, Party the opportunity to attend and participate at such meeting. The Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the event that the HSR Clearance Date shall not have occurred on or prior to [***] after the effective date of the HSR Filing. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.2.2, none of the terms and conditions contained other Party may reasonably request in a Development & Commercialization Agreement shall be effective until the “Implementation Date,” which is agreed and understood to mean the later of (A) the execution date of the Development & Commercialization Agreement, (B) if a determination is made pursuant to this Section 3.2.2 that a notification of this Agreement is not required to be made under the HSR Act, the date of such determination, or (C) if notification of the Development & Commercialization Agreement is required to be made under the HSR Act, the HSR Clearance Date. As used herein: (x) “HSR Clearance Date” means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act connection with respect to the transactions contemplated by a Development & Commercialization Agreement have expired or have been terminated; and (y) “HSR Filing” means a filing by Jounce and Celgene with the FTC and the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) with respect to the matters set forth in this Section 6.4 and in seeking early termination of any applicable waiting periods including under the Development & Commercialization AgreementHSR Act. The Parties will provide each other with copies of all correspondence, together filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with all required documentary attachments thereto. 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 AMENDEDrespect to the foregoing.

HSR Filings. Each of Jounce the parties hereto covenants and Celgene willagrees to use its reasonable commercial efforts to comply promptly with any applicable requirements under the HSR Act, within [***] after and rules and regulations promulgated thereunder, relating to filing and furnishing of information to the execution of a Development & Commercialization Agreement (or such later time as may be agreed to in writing by the Parties) file with the U.S. Federal Trade Commission (“"FTC”") and the Antitrust Division of the U.S. Department of Justice (“"DOJ”) any HSR Filing required of it under the HSR Act in the reasonable opinion of either Party with respect to the transactions contemplated by such Development & Commercialization Agreement. The Parties shall cooperate with one another to the extent necessary in the preparation of any such HSR Filing. Each Party shall be responsible for its own costs, expenses, and filing fees associated with any HSR Filing; provided, however"), the Parties shall equally share all fees parties' actions to include, without limitation, (other than penalties that may a) filing or causing to be incurred as a result of actions or omissions on filed the part of a Party, which penalties shall be Notification and Report (the sole financial responsibility of such Party), "HSR Report") required to be paid to filed by them, or by any Governmental Authority other person that is part of the same "person" (as defined in connection with making the HSR Act) or any of them, and taking all other action required by the HSR Act; (b) coordinating the filing of such HSR Filing. In the event that the Parties make an Reports (and exchanging drafts thereof) so as to present both HSR Filing under this Section 3.2.2, the relevant Development & Commercialization Agreement shall terminate (i) at the election of either Party, immediately upon notice Reports to the FTC and the DOJ within 10 business days after the date of execution of this Agreement, or as soon thereafter as reasonably practicable, and to avoid substantial errors or inconsistencies between the two in the description of the transaction; and (c) using their reasonable commercial efforts to comply with any additional request for documents or information made by the FTC or the DOJ or by a court and assisting the other Partyparty to so comply. Notwithstanding anything herein to the contrary, in the event that the FTC or DOJ obtains a preliminary injunction under the HSR Act against the Parties to enjoin consummation of the transactions contemplated under this Agreement is challenged by the FTC, the DOJ or any agency or instrumentality of the federal government by an action to stay or enjoin such Development & Commercialization Agreementconsummation, then the parties shall cooperate with each other, as reasonably requested, until either party does not reasonably believe that there are reasonable grounds to contest such action, at which time such party shall have the right to terminate this Agreement and the Ancillary Agreements, unless the other party, at its sole cost and expense, elects to contest such action, in which case the noncontesting party shall cooperate with the contesting party and assist the contesting party, as reasonably requested, to contest such action until such time as any party terminates this Agreement under this Section. In the event that a stay or injunction is granted (ii) at preliminary or otherwise), then either party may terminate this Agreement by prompt written notice to the election other. If any other form of either Partyequitable relief affecting any party is granted to the FTC, immediately upon the DOJ or other such agency or instrumentality, then the noncontesting party may terminate this Agreement by prompt written notice to the other Party, in the event that the HSR Clearance Date shall not have occurred on or prior to [***] after the effective date of the HSR Filingparty. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.2.2, none of the terms and conditions contained in a Development & Commercialization Agreement shall be effective until the “Implementation Date,” which is agreed and understood to mean the later of (A) the execution date of the Development & Commercialization Agreement, (B) if a determination is made Upon any termination pursuant to this Section 3.2.2 that 6.4 other than as a notification result of a breach of this Agreement, no party shall have any further obligation or liability to the other party under this Agreement is not required to be made under or the HSR ActAncillary Agreements. To effectuate the intent of the foregoing provisions of this Section 6.4, the date of such determinationparties agree to exchange requested or required information in making the filings and in complying as above provided, or (C) if notification and the parties agree to take all reasonable steps to preserve the confidentiality of the Development & Commercialization Agreement is required to be made under the HSR Act, the HSR Clearance Date. As used herein: (x) “HSR Clearance Date” means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act with respect to the transactions contemplated by a Development & Commercialization Agreement have expired or have been terminated; and (y) “HSR Filing” means a filing by Jounce and Celgene with the FTC and the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) with respect to the matters information set forth in the Development & Commercialization Agreement, together with all required documentary attachments thereto. 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 AMENDEDany filings.

HSR Filings. Each of Jounce and Celgene willParty shall prepare, within [***] after as soon as is practical following the execution of a Development & Commercialization this Agreement, all necessary filings in connection with the transactions contemplated by this Agreement (or such later time as that may be agreed required under the HSR Act. Each Party shall use commercially reasonable efforts to in writing submit such filings within ten (10) Business Days after the Agreement Date. Each of the Parties covenants to (a) comply, at the earliest practicable date, with any request under the HSR Act for additional information, documents or other materials received by such Party from the Parties) file with the U.S. Federal Trade Commission (“FTC”) and or the Antitrust Division of the U.S. Department of Justice (“DOJ”) or any HSR Filing required other Governmental Entity in respect of it under the HSR Act in the reasonable opinion of either Party with respect to such filings or the transactions contemplated by such Development & Commercialization this Agreement. The Parties shall ; (b) cooperate with one another to the extent necessary in the preparation of any such HSR Filing. Each other Party shall be responsible for its own costs, expenses, and filing fees associated with any HSR Filing; provided, however, the Parties shall equally share all fees (other than penalties that may be incurred as a result of actions or omissions on the part of a Party, which penalties shall be the sole financial responsibility of such Party), required to be paid to any Governmental Authority in connection with making any filings, conferences or other submissions related to resolving any investigation or other inquiry by any such HSR Filing. In the event that the Parties make an HSR Filing under this Section 3.2.2, the relevant Development & Commercialization Agreement shall terminate (i) at the election of either Party, immediately upon notice to the other Party, in the event that the FTC or DOJ obtains a preliminary injunction under the HSR Act against the Parties to enjoin the transactions contemplated by such Development & Commercialization Agreement, or (ii) at the election of either Party, immediately upon notice to the other Party, in the event that the HSR Clearance Date shall not have occurred on or prior to [***] after the effective date of the HSR Filing. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.2.2, none of the terms and conditions contained in a Development & Commercialization Agreement shall be effective until the “Implementation Date,” which is agreed and understood to mean the later of (A) the execution date of the Development & Commercialization Agreement, (B) if a determination is made pursuant to this Section 3.2.2 that a notification of this Agreement is not required to be made under the HSR Act, the date of such determination, or (C) if notification of the Development & Commercialization Agreement is required to be made under the HSR Act, the HSR Clearance Date. As used herein: (x) “HSR Clearance Date” means the earliest date on which the Parties have actual knowledge that all applicable waiting periods Governmental Entity under the HSR Act with respect to the transactions contemplated by this Agreement, including furnishing to the other Party any information that the other Party may reasonably request; (c) keep the other Party apprised of the status of any inquiries made by a Development & Commercialization Agreement have expired or have been terminatedGovernmental Entity; and (yd) “use commercially reasonable efforts to cause the waiting periods under the HSR Filing” means a filing by Jounce Act to terminate or expire at the earliest possible date after the date of the HSR filing; provided however, that nothing in this Section 10.2 or Section 8.3 shall require Buyer to (i) incur any material Liability or obligation of any kind, (ii) agree to any sale, transfer, license, separate holding, divestiture or other disposition of, or to any prohibition of, or to any limitation on, the acquisition, ownership, operation, effective control or exercise of full right of ownership of any asset or assets of the businesses of Buyer or Seller, (iii) agree to any other structural or conduct remedy or (iv) agree to litigate. Buyer and Celgene its counsel shall be responsible for discussions with the FTC FTC, DOJ and any other antitrust authorities, after reasonable consultation and coordination with Seller and its counsel. Any and all fees required in connection with the DOJ filing of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the notices required under the HSR Act) with respect to the matters set forth in the Development & Commercialization Agreement, together with all required documentary attachments thereto. 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 AMENDEDAct shall be borne solely by Buyer.

HSR Filings. Each Seller and Buyer will use commercially reasonable efforts to obtain the authorizations, consents, orders and approvals necessary for their execution and delivery of, and the performance of Jounce and Celgene willtheir obligations pursuant to, within [***] this Agreement, subject to the further provisions of this section 4.04. As promptly as practicable after the execution date of a Development & Commercialization Agreement this Agreement, but in no event more than fifteen (or such later time as may be agreed to in writing by 15) Business Days thereafter, each of Buyer and Seller will file the Parties) file HSR Filings with the U.S. Federal Trade Commission (“FTC”) DOJ and the Antitrust Division of the U.S. Department of Justice (“DOJ”) any HSR Filing required of it under the HSR Act in the reasonable opinion of either Party FTC with respect to the transactions contemplated by such Development & Commercialization AgreementTransactions. The Parties shall parties will cooperate with one another in the timely preparation and submission of, including furnishing to the extent other party or its counsel information required for, any necessary HSR Filings. Buyer will pay all filing fees in the preparation of connection with any such HSR FilingFilings, and Seller will promptly reimburse Buyer for 50% of the HSR filing fee. Each Party party shall be responsible for its own costs, expenses, and filing bear any other fees associated with any HSR Filing; provided, however, the Parties shall equally share all fees (other than penalties that may be incurred as a result of actions or omissions on the part of a Party, which penalties shall be the sole financial responsibility of such Party), required to be paid to any Governmental Authority it incurs in connection with making HSR filings. (a) Seller and Buyer hereby covenant and agree to use commercially reasonable efforts to secure, and not to take any such HSR Filing. In the event that the Parties make an HSR Filing under this Section 3.2.2action intended to delay, impair or impede, the relevant Development & Commercialization Agreement shall terminate (i) at the election early termination or expiration of either Party, immediately upon notice to the other Party, in the event that the FTC or DOJ obtains a preliminary injunction under the HSR Act against the Parties to enjoin the transactions contemplated by such Development & Commercialization Agreement, or (ii) at the election of either Party, immediately upon notice to the other Party, in the event that the HSR Clearance Date shall not have occurred on or prior to [***] after the effective date of the HSR Filing. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.2.2, none of the terms and conditions contained in a Development & Commercialization Agreement shall be effective until the “Implementation Date,” which is agreed and understood to mean the later of (A) the execution date of the Development & Commercialization Agreement, (B) if a determination is made pursuant to this Section 3.2.2 that a notification of this Agreement is not required to be made under the HSR Act, the date of such determination, or (C) if notification of the Development & Commercialization Agreement is required to be made under the HSR Act, the HSR Clearance Date. As used herein: (x) “HSR Clearance Date” means the earliest date on which the Parties have actual knowledge that all applicable any waiting periods under the HSR Act or any other applicable Law and the approval of any Government Authority, as applicable. The parties will each cooperate reasonably with one another in connection with resolving any inquiry or investigation by any Government Authority relating to their respective HSR Filings or the Transactions. Without limiting the foregoing, each party will, except as prohibited or restricted by applicable Law or Government Authority: (i) promptly inform the other party of any written or oral communication received from any Government Authority relating to its HSR Filing or the Transactions (and if in writing, furnish the other party with a copy of such communication); (ii) use commercially reasonable efforts to respond as promptly as practicable to any request from any Government Authority for information, documents or other materials in connection with the review of the HSR Filings or the Transactions; (iii) provide to the other party, to the extent reasonably practicable, in advance of submission, all proposed correspondence, filings, and written communications to any Government Authority with respect to the transactions contemplated by a Development & Commercialization Agreement have expired or have been terminatedTransactions; and (yiv) “HSR Filing” means a filing not participate in any substantive meeting or discussion with any Government Authority in respect of investigation or inquiry concerning the Transactions unless it notifies the other party in advance and gives the other party the opportunity to attend and participate thereat. The parties will consult and cooperate with each other, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by Jounce and Celgene or on behalf of any party in connection with the FTC and the DOJ proceedings under or relating to any applicable Law, except as may be prohibited or restricted by applicable Law or Government Authority. Notwithstanding any other provision of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined this Agreement, Buyer shall have no obligation to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture, to accept any operational restriction, or take any other action that, in the HSR Actreasonable judgment of Buyer, could be expected to limit the right of Buyer or its Affiliates to own or operate all or any portion of their respective businesses or assets. With regard to any Government Authority, neither the Seller nor any of its respective affiliates shall, without Buyer's written consent, commit to any divestiture transaction which would adversely alter the Business. (b) Each party hereby covenants and agrees to use commercially reasonable efforts to promptly comply with respect to the matters set forth in the Development & Commercialization Agreementor, together with all required documentary attachments thereto. 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 1933if appropriate, AS AMENDEDmodify any requests for additional information by any Government Authority.

HSR Filings. Each of Jounce HEC and Celgene ▇▇▇▇▇▇▇ will, within [***] ten (10) Business Days after the execution of a Development & Commercialization Agreement Effective Date (or such later time as may be agreed to in writing by the Parties) file with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) any HSR Filing required of it under the HSR Act in the reasonable opinion of either Party with respect to the transactions contemplated by such Development & Commercialization this Agreement. The Parties shall cooperate with one another to the extent necessary in the preparation of any such HSR Filing. Each Party shall be responsible for its own costs, expenses, and filing fees associated with any HSR Filing; provided, however, the Parties shall equally share all fees (other than penalties that may be incurred as a result of actions or omissions on the part of a Party, which penalties shall be the sole financial responsibility of such Party), required to be paid to any Governmental Authority governmental authority in connection with making any such HSR Filing. In the event that the Parties make an HSR Filing under this Section 3.2.211.7(b), the relevant Development & Commercialization this Agreement shall terminate (i) at the election of either Party, immediately upon notice to the other Party, in the event that the FTC or DOJ obtains a preliminary injunction under the HSR Act against the Parties to enjoin the transactions contemplated by such Development & Commercialization this Agreement, or (ii) at the election of either Party, immediately upon notice to the other Party, in the event that the HSR Clearance Date shall not have occurred on or prior to [***] two hundred seventy (270) days after the effective date of the HSR Filing. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.2.211.7(b), none of the terms and conditions contained in a Development & Commercialization this Agreement shall be effective until the “Implementation Date,” which is agreed and understood to mean the later of (A) the execution date of the Development & Commercialization AgreementEffective Date, (B) if a determination is made pursuant to this Section 3.2.2 11.7(b) that a notification of this Agreement is not required to be made under the HSR Act, the date of such determination, or (C) if notification of the Development & Commercialization this Agreement is required to be made under the HSR Act, the HSR Clearance Date. As used herein: (x) “HSR Clearance Date” means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act with respect to the transactions contemplated by a Development & Commercialization this Agreement have expired or have been terminated; and (y) “HSR Filing” means a filing by Jounce HEC and Celgene ▇▇▇▇▇▇▇ with the FTC and the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) with respect to the matters set forth in the Development & Commercialization this Agreement, together with all required documentary attachments thereto. 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.

HSR Filings. Each of Jounce the parties hereto covenants and Celgene willagrees to use ----------- its reasonable commercial efforts to comply promptly with any applicable requirements under the HSR Act, within [***] after and rules and regulations promulgated thereunder, relating to filing and furnishing of information to the execution of a Development & Commercialization Agreement (or such later time as may be agreed to in writing by the Parties) file with the U.S. Federal Trade Commission (“"FTC”") and the Antitrust Division of the U.S. Department of Justice (“"DOJ”) any HSR Filing required of it under the HSR Act in the reasonable opinion of either Party with respect to the transactions contemplated by such Development & Commercialization Agreement. The Parties shall cooperate with one another to the extent necessary in the preparation of any such HSR Filing. Each Party shall be responsible for its own costs, expenses, and filing fees associated with any HSR Filing; provided, however"), the Parties shall equally share all fees parties' actions to include, without limitation, (other than penalties that may a) filing or causing to be incurred as a result of actions or omissions on filed the part of a Party, which penalties shall be Notification and Report (the sole financial responsibility of such Party), "HSR Report") required to be paid to filed by them, or by any Governmental Authority other person that is part of the same "person" (as defined in connection with making the HSR Act) or any of them, and taking all other action required by the HSR Act; (b) coordinating the filing of such HSR Filing. In the event that the Parties make an Reports (and exchanging drafts thereof) so as to present both HSR Filing under this Section 3.2.2, the relevant Development & Commercialization Agreement shall terminate (i) at the election of either Party, immediately upon notice Reports to the FTC and the DOJ within 10 business days after the date of execution of this Agreement, or as soon thereafter as reasonably practicable, and to avoid substantial errors or inconsistencies between the two in the description of the transaction; and (c) using their reasonable commercial efforts to comply with any additional request for documents or information made by the FTC or the DOJ or by a court and assisting the other Partyparty to so comply. Notwithstanding anything herein to the contrary, in the event that the FTC or DOJ obtains a preliminary injunction under the HSR Act against the Parties to enjoin consummation of the transactions contemplated under this Agreement is challenged by the FTC, the DOJ or any agency or instrumentality of the federal government by an action to stay or enjoin such Development & Commercialization Agreementconsummation, then the parties shall cooperate with each other, as reasonably requested, until either party does not reasonably believe that there are reasonable grounds to contest such action, at which time such party shall have the right to terminate this Agreement and the Ancillary Agreements, unless the other party, at its sole cost and expense, elects to contest such action, in which case the noncontesting party shall cooperate with the contesting party and assist the contesting party, as reasonably requested, to contest such action until such time as any party terminates this Agreement under this Section. In the event that a stay or injunction is granted (ii) at preliminary or otherwise), then either party may terminate this Agreement by prompt written notice to the election other. If any other form of either Partyequitable relief affecting any party is granted to the FTC, immediately upon the DOJ or other such agency or instrumentality, then the noncontesting party may terminate this Agreement by prompt written notice to the other Party, in the event that the HSR Clearance Date shall not have occurred on or prior to [***] after the effective date of the HSR Filingparty. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.2.2, none of the terms and conditions contained in a Development & Commercialization Agreement shall be effective until the “Implementation Date,” which is agreed and understood to mean the later of (A) the execution date of the Development & Commercialization Agreement, (B) if a determination is made Upon any termination pursuant to this Section 3.2.2 that 6.4 other than as a notification result of a breach of this Agreement, no party shall have any further obligation or liability to the other party under this Agreement is not required to be made under or the HSR ActAncillary Agreements. To effectuate the intent of the foregoing provisions of this Section 6.4, the date of such determinationparties agree to exchange requested or required information in making the filings and in complying as above provided, or (C) if notification and the parties agree to take all reasonable steps to preserve the confidentiality of the Development & Commercialization Agreement is required to be made under the HSR Act, the HSR Clearance Date. As used herein: (x) “HSR Clearance Date” means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act with respect to the transactions contemplated by a Development & Commercialization Agreement have expired or have been terminated; and (y) “HSR Filing” means a filing by Jounce and Celgene with the FTC and the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) with respect to the matters information set forth in the Development & Commercialization Agreement, together with all required documentary attachments thereto. 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 AMENDEDany filings.