ROW. With respect to the Development and Commercialization of Elected Candidate and Licensed Product for ROW Administration hereunder (including the Manufacture of Vectors and associated Payloads therefor pursuant to Section 7.4):
ROW. As of and after the Jounce Lead Effective Date, subject to the terms and conditions of this Jounce Lead Co-Co Agreement and applicable provisions of the Master Collaboration Agreement, Celgene will assume sole responsibility for, and control of, Developing and Commercializing the Co-Co Candidate, Co-Co Products and Co-Co Diagnostic Products in the Field in the ROW Territory for ROW Administration, under the Jounce Co-Co Development Plan subject to the activities to be performed by the JSC pursuant to the Master Collaboration Agreement with respect to such Development activities in the ROW Territory. Celgene shall be the Development Lead Party, the Commercialization Lead Party and the Regulatory Lead Party in the ROW Territory. Jounce will reasonably cooperate with Celgene in such Development and Commercialization activities in the ROW Territory in accordance with Section 2.2.3 provided, however, that if such cooperation will cause Jounce to incur material Direct Costs (including Out-of-Pocket Costs), then Celgene shall reimburse such costs to the extent approved in advance by Celgene.
ROW. For any period during the applicable Royalty Term, if such Royalty Term continues in any country in the ROW: (i) (A) with respect to the HBV Royalty Term, solely by virtue of Section 9.3(b)(i)(A) or Section 9.3(b)(i)(C); or (B) with respect to the ROW HIV Royalty Term, solely by virtue of Section 9.3(b)(iii)(A) or Section 9.3(b)(iii)(C); and (ii) Loss of Market Exclusivity with respect, to a Licensed Product occurs in such country, then the royalty rates under Section 9.3 applicable to Net CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Sales of such Licensed Product in such country for the remainder of the applicable Royalty Term shall be reduced by [***] of such royalty rates under Section 9.3, [***].
ROW. For each jurisdiction in the ROW, BioMarin shall have the first right to prepare, file, prosecute and maintain each Joint Patent, on behalf of Catalyst or its Affiliate, at BioMarin’s sole expense. Catalyst shall provide reasonable assistance with such efforts, and BioMarin shall reimburse Catalyst for all costs and expenses incurred by Catalyst in connection with such prosecution and maintenance. BioMarin shall keep Catalyst informed and appraised of the status of each such Joint Patent in the ROW. BioMarin shall provide Catalyst with copies of all documentation and communications relating to the filing, prosecution, and maintenance of such Joint Patents in the ROW sufficiently in advance of any initial deadline for a filing response (and at least 30 days in advance) so that Catalyst shall have the opportunity to advise and comment on any filings of applications, responses to office actions, or other filing or response. BioMarin shall give reasonable consideration to any suggestions or recommendations of Catalyst concerning the preparation, filing, prosecution and maintenance thereof. If, during the term of this Agreement, BioMarin intends not to file or continue prosecuting or maintaining a Joint Patent in the ROW, BioMarin shall notify Catalyst of such intention at least sixty (60) days prior to any applicable deadline, and Catalyst shall thereupon have the right, but not the obligation, to assume responsibility for the prosecution or maintenance of such Joint Patent, for which Catalyst shall bear all associated costs and expenses.
ROW. Each Party shall bear all of its own internal costs incurred in connection with its activities under this Section 6.5 that relate to a Co-Co Enforcement Proceeding or a Co-Co Step-In Proceeding relating to Celgene Co-Co Patents or Celgene Patents in the ROW Territory, and, if a Party commences a Co-Co Enforcement Proceeding or a Co-Co Step-In Proceeding in the ROW Territory, it shall bear all external costs and expenses for such action; and
ROW. For a Distracting Product corresponding to a Product, the Distracting Program Restriction shall apply to each Party’s and each of its Affiliates’ activities with respect to such Distracting Program in the ROW during the applicable Exclusivity Period with respect to the corresponding Product, provided that each Party shall be permitted to: