Programs. Subject to [Section 7.2], ​, Poseida shall not itself, or through or with any of its Affiliates, directly or indirectly, research, develop, or commercialize, or authorize, enable, or license any Third Party to ​.

[ * ] Programs. Following discussion through the JSC in accordance with Section 2.3, as of the First Restatement Date, the Parties agreed to include the [ * ] Programs as a New Research Program within the scope of this Agreement. For the purposes of this Agreement the [ * ] Programs shall be deemed to be Allogeneic Programs. The Parties previously agreed on a development plan setting out the research and development activities to be conducted for each of the [ * ] Programs during the [ * ] Period (the “[ * ] Development Plan”, and the “[ * ] [ * ] Development Plan”, and collectively the “[ * ] Programs Development Plan”. The Parties have agreed on a revised [ * ] Development Plan, along with a mutually agreed budget for such activities, as further set forth in subsection # below, which has been added to and incorporated within the Development Plan, and which the Parties may mutually agree in writing to update from time to time. If Atara exercises the [ * ] for the [ * ] Program pursuant to Section 2.6 of the License Agreement, such Program [ * ] will become Licensed Products, and such Licensed Products arising as a result of activities under the [ * ] Programs shall be subject to the applicable Research Milestone Payments set forth in the table in Section 4.4(b).

. If Lilly reasonably requests assistance or input from [[Merus:Organization]] with respect to activities related to seeking, obtaining or maintaining Regulatory Approval or Marketing Authorization or with respect to Commercialization in the United States, Japan or E.U. being undertaken by Lilly in respect of a Compound or Product, [[Merus:Organization]] shall (at Lilly’s expense), use its Commercially Reasonable Efforts to cooperate in good faith with Lilly in response to such request (e.g., by responding to regulatory inquiries relating to the Research of a Compound by [[Merus:Organization]], intellectual property matters with respect to [[Merus:Organization]] Know-How, [[Merus:Organization]] Patents, etc.), provided that [[Merus:Organization]] shall not be required to generate any additional data or other Know-How in connection with ​ Certain information in this document has been omitted as the information is not material and would be competitively harmful if publicly disclosed.

Collaboration Programs. For each Collaboration Program, Roche shall pay Poseida each non-creditable, non-refundable, milestone payment set forth in the following table, in accordance with [Section 9.1.1], following the first achievement of the corresponding milestone event for such Collaboration Program:

Poseida Responsibility for Collaboration Programs. For each Collaboration Program, until ​

Roche Responsibility for Collaboration Programs. Following the completion of the Technology Transfer for a Collaboration Program pursuant to [Section 5.4], Roche shall have the sole right and responsibility, at its own expense, for the Manufacture and supply of all Collaboration Candidates and Collaboration Products for such Collaboration Program.

Collaboration. Each Party shall provide to the enforcing Party reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by applicable Laws to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts, provided the enforcing Party shall have all decision-making authority with respect to all aspects of such enforcement, including determination of litigation strategy and filing of material papers to the competent court. The non-enforcing Party shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the enforcing Party.

Collaboration Programs. For each Collaboration Program, Roche shall pay Poseida each non-creditable, non-refundable milestone payment set forth in the following table, in accordance with [Section 9.1.2], following the first achievement of the applicable milestone event by a Collaboration Product of such Collaboration Program:

Institute has been pursuing as of the Execution Date, and proposes to continue to pursue during the Term, certain programs of research and development relating to the [ * ] (the “[ * ] Program”) and/or the [ * ] (the “[ * ] Program” and collectively the “[ * ] Programs”). Subject to the remainder of this Section 2.6, Institute hereby grants to Licensee an [ * ] for each of the [ * ] Program (each, a “[ * ]”), [ * ] Program-by-[ * ] Program basis at any time prior to the earlier of # the [ * ] arising out of such applicable [ * ] Program, and # the decision by Institute to [ * ] (each, a “[ * ] Period”), to include [ * ], as applicable, arising from the [ * ] Programs as Licensed Products pursuant to this Agreement. Licensee may [ * ] separately for each of the [ * ], or together for both the [ * ] Programs, provided that the [ * ] by Licensee for one [ * ] Program shall not obligate Licensee to [ * ] for the other [ * ] Program. For the purposes of determining the duration of each [ * ] Period, [ * ] shall mean the [ * ].

Collaboration. Each Party shall provide to the enforcing Party reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by applicable Laws to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts, provided the Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions