Common use of Roles and Responsibility Clause in Contracts

Roles and Responsibility. As of and after the Juno Lead Co-Co Agreement Effective Date, except as set forth in Sections 2.2.5, 3.2.1 and 3.2.2, and subject to Sections 2.2.7 and 2.3, Juno will be the Development Lead Party for Juno Program Co-Co Products for Juno Territory Administration, and will have sole responsibility for, and control of, Development of Juno Program Co-Co Candidates, Juno Program Co-Co Products and Juno Program Co-Co Diagnostic Products in the Field outside of the ROW Territory and for Juno Territory Administration, and Celgene will be the Development Lead Party for Juno Program Co-Co Products for Celgene Territory Administration, and will have sole responsibility for, and control of the Development of Juno Program Co-Co Candidates, Juno Program Co-Co Products and Juno Program Co-Co Diagnostic Products in the Field in the ROW Territory and for Celgene Territory Administration. Within [***] following the Juno Lead Co-Co Agreement Effective Date, the Parties shall convene a meeting of the JRDC to discuss their respective portions of the Juno Co-Co Development Plan for the Juno Co-Co Program, and to transition responsibility to Celgene for the conduct of Development and regulatory activities (including pursuant to Section 2.3) with respect to Juno Program Co-Co Candidates and Juno Program Co-Co Products for Celgene Territory Administration. Without limiting the foregoing, within [***] following the Juno Lead Co-Co Agreement Effective Date, the JRDC shall discuss and define the scope of Research activities that are to be conducted by the Parties in relation to the Juno Program Co-Co Candidates and Juno Program Co-Co Products in each case falling within [***] for the Juno Co-Co Program following the Juno Lead Co-Co Agreement Effective Date, and related budgets therefor. All such Research activities and the allocation of responsibility therefor between the Parties shall be set forth in the Juno Co-Co Development Plan. The costs of conducting Research activities in both the ROW Territory and the North America Territory in relation to the Juno Co-Co Program shall be reflected in a Research budget approved with the applicable Research plan.. The costs incurred by either Party in conducting Research activities shall be [***] (the “Juno Co-Co Research Cost Allocation”). Unless the Parties otherwise agree in writing, [***]. Decisions regarding Research will be [***].

Roles and Responsibility. As of and after the Juno Celgene Lead Co-Co Agreement Effective Date, except as set forth in Sections 2.2.5, 3.2.1 and 3.2.23.1.2, and subject to Sections 2.2.7 3.1.3, Celgene will assume primary responsibility for, and 2.3, Juno will shall be the Development Lead Party and the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Commercialization Lead Party for Juno Program Co-Co Products for Juno Territory Administration, and will have sole responsibility for, and control of, Development of Juno Celgene Program Co-Co Candidates, Juno Celgene Program Co-Co Products and Juno Celgene Program Co-Co Diagnostic Products in the Field outside of the Territory for both NA Territory Administration and ROW Territory and for Administration. Juno will reasonably cooperate with Celgene in performing such Development activities as are allocated to Juno in the North America Territory Administration, and pursuant to the Celgene will be the Development Lead Party for Juno Program Co-Co Products for Celgene Territory Administration, and will have sole responsibility for, and control of the Development of Juno Program Co-Co Candidates, Juno Program Co-Co Products and Juno Program Co-Co Diagnostic Products in the Field in the ROW Territory and for Celgene Territory AdministrationPlan. Within [***] following the Juno Celgene Lead Co-Co Agreement Effective Date, the Parties shall convene a meeting of the JRDC to discuss their respective portions of the Juno Celgene Co-Co Development Plan for the Juno Celgene Co-Co Program, and for the JRDC to transition allocate roles and responsibility to Celgene each Party for the conduct of Development and regulatory activities (including pursuant to Section 2.3) with respect to Juno Celgene Program Co-Co Candidates and Juno Celgene Program Co-Co Products for Celgene NA Territory Administration. Without limiting the foregoing, within [***] following the Juno Celgene Lead Co-Co Agreement Effective Date, the JRDC shall discuss and define the scope of Research activities that are to be conducted by the Parties in relation to the Juno Celgene Program Co-Co Candidates and Juno Celgene Program Co-Co Products in each case falling within [***] for the Juno Celgene Co-Co Program following the Juno Celgene Lead Co-Co Agreement Effective Date, and related budgets therefor. All such Research activities and the allocation of responsibility therefor between the Parties shall be set forth in a Research plan component of the Juno Celgene Co-Co Development Plan. The costs of conducting the Research activities that are agreed by the JRDC in both the ROW Territory and the North America Territory in relation to the Juno Celgene Co-Co Program shall be reflected in a Research budget approved with the applicable Research plan.. . The costs incurred by either Party in conducting Research activities shall in accordance with the Research plan will be [***] based on the nature of the Celgene Co-Co Program under which such Research is conducted or to be conducted, as set forth in Section 5.2 and Exhibit D (the “Juno Celgene Co-Co Research Cost Allocation”). Unless the Parties otherwise agree in writing, [***]. Decisions regarding Research will be [***].