Common use of Jounce Clause in Contracts

Jounce. Notwithstanding the limitations in Section 9.4.1, Jounce may assign this Jounce Lead Co-Co Agreement, or any rights or obligations hereunder in whole or in part, to (a) one or more Affiliates solely as provided in this Section 9.4.3 or (b) its successor in connection with the merger, consolidation, or sale of all or substantially all of its assets or that portion of its business pertaining to the subject matter of this Jounce Lead Co-Co Agreement; provided however that, except in the case where Jounce [***], (i) Jounce provides Celgene with at least [***] advance written notice of any such assignment(s), (ii) prior to such assignment(s), Jounce agrees in a written agreement delivered to Celgene (and upon which Celgene may rely) to remain fully liable for the performance of its obligations under this Jounce Lead Co-Co Agreement by its assignee(s), and (iii) prior to such assignment(s), the assignee(s) agree in a written agreement delivered within [***] after the date such assignments become effective to Celgene (and upon which Celgene may rely) to assume performance of all such assigned obligations, (iv) in the case of any assignment(s) by Jounce, [***], and (v) all of the matters referred to in clauses (i), (ii), (iii) and (iv), as applicable, will be set forth in [***] prior to any such assignment(s) [***] and in all cases will provide [***]. If Jounce wishes to assign any [***], it will be permitted to do so conditioned on [***], with respect to the assets so assigned

Jounce. Notwithstanding the limitations in Section 9.4.1, Jounce may assign this Jounce Celgene Lead Co-Co Agreement, or any rights or obligations hereunder in whole or in part, to (a) one or more Affiliates solely as provided in this Section 9.4.3 or (b) its successor in connection with the merger, consolidation, or sale of all or substantially all of its assets or that portion of its business pertaining to the subject matter of this Jounce Celgene Lead Co-Co Agreement; provided however that, except in the case where Jounce [***], (i) Jounce provides Celgene with at least [***] advance written notice of any such assignment(s), (ii) prior to such assignment(s), 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. Jounce agrees in a written agreement delivered to Celgene (and upon which Celgene may rely) to remain fully liable for the performance of its obligations under this Jounce Celgene Lead Co-Co Agreement by its assignee(s), and (iii) prior to such assignment(s), the assignee(s) agree in a written agreement delivered within [***] after the date such assignments become effective to Celgene (and upon which Celgene may rely) to assume performance of all such assigned obligations, (iv) in the case of any assignment(s) by Jounce, [***], and (v) all of the matters referred to in clauses (i), (ii), (iii) and (iv), as applicable, will be set forth in documentation [***] prior to any such assignment(s) [***] and in all cases will provide [***]. If Jounce wishes to assign any [***], it will be permitted to do so conditioned on [***], with respect to the assets so assigned