Exhibit 10.27

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION IS (I) NOT MATERIAL AND (II) TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL.

Confidential

Execution Copy

LICENSE AGREEMENT

This License Agreement (“Agreement”) is entered into and effective as of October 3, 2025 (the “Effective Date”), by and between Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), and Jade Biosciences, Inc., a Nevada corporation (“Jade”). Paragon and Jade are also referred to herein individually as a “Party,” or collectively as the “Parties.”

Recitals

Whereas, Paragon has developed a proprietary platform technology for the discovery and development of antibodies against therapeutically relevant targets;

Whereas, pursuant to that certain Antibody Discovery and Option Agreement, dated as of July 24, 2024, by and among Paragon, Parade Biosciences Holding, LLC, and Jade, as amended by Amendment No. 1, dated as of September 27, 2024 (as such agreement may be further amended from time to time, the “Option Agreement”), Jade has engaged Paragon to identify, evaluate and develop one or more antibody candidates directed to certain therapeutic targets and has been granted an exclusive option to enter into one or more separate license agreements to develop, manufacture and commercialize the resulting antibodies with respect to a given target;

Whereas, Jade has exercised such option with respect to the Licensed Target (as defined below), and the Parties desire to memorialize the exclusive license from Paragon to Jade with respect to such Licensed Target, all on the terms and subject to the conditions set forth in this Agreement.

Now Therefore, in consideration of the foregoing premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

Article I

DEFINITIONS.

The following initially capitalized terms have the following meanings (and derivative forms of them shall be interpreted accordingly):

1.1

“Achievement of Development Candidate” means the first to occur of: (a) nomination by Jade’s Board of Directors of a Licensed Antibody, Derived Antibody or Jade Multispecific Antibody as a “Development Candidate”; and (b) the initiation by or on behalf of Jade or its Affiliate or Sublicensee of a toxicology study with respect to a Licensed Antibody, Derived Antibody or Jade Multispecific Antibody that employs applicable then-current good laboratory practice standards, the results of which are intended to be submitted as part of an IND.

1.2

“Acquired Program” has the meaning set forth in Section 2.9(e)(iii).

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1.3

“Acquiring Entity” means, collectively, the Third Party referenced in the definition of Change of Control and such Third Party’s Affiliates, other than (a) the applicable Party in the definition of Change of Control, and (b) such Party’s Affiliates, determined immediately prior to the closing of such Change of Control ((a) and (b) collectively, the “Pre-Existing Entities”).

1.4

“ADOA” has the meaning set forth in Section 2.5(c).

1.5

“Affiliate” means, with respect to a person or entity, any entity controlled by, controlling, or under common control with such person or entity. For the purpose of this definition, “control” (including, with correlative meaning, the terms “controlled by” or “under common control”) means the direct or indirect ownership of more than fifty percent (50%) of the voting interest in, or more than fifty percent (50%) in the equity of, or the right to appoint more than fifty percent (50%) of the directors or management of, such corporation or other business entity. Notwithstanding the foregoing, (a) with respect to either Party, Affiliates of such Party do not include [***] or its Affiliates other than such Party and its subsidiaries, and [***] shall not be deemed to be a Parent Entity of either Party, (b) Paragon and its Affiliates, on the one hand, and Jade and its subsidiaries, on the other hand, shall not be deemed to be Affiliates of each other, and (c) Affiliates of Paragon do not include new entities formed by or on behalf of Paragon for the sole bona fide purpose of further developing, manufacturing, commercializing or otherwise exploiting Antibodies and Antibody products (excluding any Licensed Antibody Technology or Other Licensed Technology) using, among other sources, funds from Third Party investors.

1.6

“Agreement” has the meaning set forth in the preamble.

1.7

“Alternative Third-Party Agreement” has the meaning set forth in Section 2.6(c).

1.8

“Antibody” means any molecule, including [***].

1.9

“Applicable Law” means any national, supra-national, federal, state or local laws, rules, guidances and regulations, in each case, as applicable to the subject matter and the Party at issue.

1.10

“APRIL” means a proliferation-inducing ligand, also known as tumor necrosis factor ligand superfamily member 13 (TNFSF13).

1.11

“APRIL License Agreement” means that certain License Agreement, dated as of October 30, 2024, between Paragon and Jade relating to APRIL as the “Licensed Target” thereunder.

1.12

“Back-Up Jade Product” has the meaning set forth in Section 4.1(c).

1.13

“BAFF-R-APRIL Product” means a singular molecular entity that is comprised of (a) [***], and (b) [***].

1.14

“BAFF-R” means B-cell activating factor receptor, also known as tumor necrosis factor receptor superfamily member 13C (TNFRSF13C) and BLyS receptor 3 (BR3).

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1.15

“Bankruptcy Code” has the meaning set forth in Section 8.4.

1.16

“Bankruptcy Event” has the meaning set forth in Section 8.4.

1.17

“Bispecific Antibody” means a single molecular entity that is comprised of (a) [***], and (b) [***].

1.18

“[***]” means, [***]the period commencing on the [***] and continuing until the [***].

1.19

“Business Day” means any day other than Saturday, Sunday or a national holiday in the United States.

1.20

“Calendar Quarter” means the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 and December 31.

1.21

“Calendar Year” means each successive period of twelve (12) months commencing on January 1 and ending on December 31.

1.22

“Change of Control” means, with respect to any entity, any of the following: (a) the sale or disposition of all or substantially all of the assets of such entity or its direct or indirect controlling Affiliate to a Third Party; or (b) (i) the acquisition by a Third Party, alone or together with any of its Affiliates, other than an employee benefit plan (or related trust) sponsored or maintained by such entity or any of its Affiliates, of more than fifty percent (50%) of the then-outstanding shares of voting capital stock of such entity or its direct or indirect parent entity that is an Affiliate that holds, directly or indirectly, beneficial ownership of more than fifty percent (50%) of the then-outstanding shares of voting capital stock of such entity (a “Parent Entity”), or (ii) the acquisition, merger or consolidation of such entity or its Parent Entity with or into another entity, other than, in the case of clause (i) or (ii), an acquisition or a merger or consolidation of such entity or its Parent Entity in which the holders of shares of voting capital stock of such entity or its Parent Entity, as the case may be, immediately prior to such acquisition, merger or consolidation will beneficially own, directly or indirectly, at least fifty percent (50%) of the shares of voting capital stock of the acquiring Third Party or the surviving corporation in such acquisition, merger or consolidation, as the case may be, immediately after such acquisition, merger or consolidation, and in each case of (a) or (b), whether through a single transaction or a series of related transactions, but excluding any and all bona fide financing transactions or internal reorganizations for tax purposes (including the change of place of incorporation or domicile of such entity).

1.23

“COC Program” has the meaning set forth in Section 1.1(a)(i).

1.24

“Claim” has the meaning set forth in Section 9.3.

1.25

“Combination Product” has the meaning set forth in Section 1.79.

1.26

“Commercialize” or “Commercializing” means any and all activity to market, promote, distribute, offer for sale, sell, have sold, seek reimbursement for, import, have imported, export, have exported or otherwise commercialize an Antibody or product, including any Licensed

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Antibody, Derived Antibody, Product, Multispecific Antibody or Multispecific Product, as applicable. When used as a noun, “Commercialization” means any and all activities involved in Commercializing.

1.27

“Commercially Reasonable Efforts” means the level of effort and resources commonly applied by a similarly situated biopharmaceutical company to carry out a particular task or obligation with respect to a pharmaceutical or biologic compound, product or therapy owned by it, or to which it has exclusive rights, which is of similar market potential at a similar stage in its development or product life, taking into account issues of safety and efficacy, product profile, the competitiveness of other products in development and in the marketplace, supply chain management considerations, the proprietary position of the compound, product or therapy (including with respect to patent or regulatory exclusivity), the regulatory structure involved, the profitability of the applicable compound, product or therapy (including pricing and reimbursement status achieved), and other relevant technical, legal, scientific or medical factors. For clarity, the “Commercially Reasonable Efforts” of a Party under this Agreement will be determined on a product-by-product and country-by-country basis within the Territory, and it is anticipated that the level of effort for different indications and countries may differ and may change over time, reflecting changes in the status of the compound, product or therapy and the indications and the country or countries involved.

1.28

“Confidential Information” of a Party means any and all non-public scientific, business, regulatory or technical information that is disclosed or made available by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement, whether in writing, orally, visually or otherwise. Notwithstanding any provision of this Agreement to the contrary, all Licensed Antibody Inventions and Licensed Antibody Technology shall be the Confidential Information of Jade; provided that in the event of any termination of this Agreement the Licensed Antibody Inventions and Licensed Antibody Technology shall be the Confidential Information of Paragon.

1.29

“Control” (including any variations such as “Controlled”) means, with respect to any technology (including Know-How) or other Intellectual Property Rights or materials and a Party, possession by such Party or one of its Affiliates of the ability (whether by ownership, license or otherwise (and other than pursuant to this Agreement)) to grant a license or a sublicense of or under such technology or Intellectual Property Rights or transfer such materials without violating the terms of any agreement or other arrangement with any Third Party; provided, that if following the Effective Date (a) Paragon would Control any Patent that would be included in the Licensed Antibody Patents or Other Licensed Patents but for an obligation to pay royalties or other consideration for the Development, Manufacture, Commercialization or other exploitation of a Jade Product in the Territory in connection with a grant to Jade of a license under such Patent, and (b) Jade, pursuant to Section 2.7, consents to being a sublicensee of such Patent and complies with the Reimbursement Obligation, then such Patent shall be deemed Controlled by Paragon. Notwithstanding the foregoing, a Party and its Affiliates shall not be deemed to “Control” any technology or Intellectual Property Rights that (i) prior to the consummation of a Change of Control of such Party is owned or in-licensed, or (ii) after the consummation of a Change of Control of such Party, becomes owned or in-licensed (to the extent such technology or Intellectual Property Rights are developed outside of the scope of the activities conducted hereunder and without use of or reference to any technology or Intellectual Property Rights Controlled by such

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Party or any Affiliate of such Party immediately before such Change of Control, or any Confidential Information of the other Party), in each case ((i) or (ii)), by a Third Party that becomes an Affiliate of such Party after the Effective Date as a result of such Change of Control or an assignee of such Party after the Effective Date as the result of an assignment of this Agreement in connection with a Change of Control unless prior to the consummation of such Change of Control or assignment, such Party or any of its Affiliates also Controlled such technology or Intellectual Property Rights.

1.30

“Cover” or “Covering” means, with respect to a particular product, any Patent, that, in the absence of a license granted under, or ownership of, such Patent, the making, using, selling, importation, or exportation of such product would infringe a valid and unexpired claim of such Patent.

1.31

“CREATE Act” has the meaning set forth in Section 5.2(e).

1.32

“Derived Antibody” means any Antibody that is created by or on behalf of Jade (but not by Paragon under the Option Agreement), its Affiliates or its or their licensees and: (a) is derived from or constitutes a modification of a Licensed Antibody, including [***], and (b) [***]. For avoidance of doubt, any Antibody that [***] will be deemed a Derived Antibody, irrespective of origin. Notwithstanding the foregoing, a Derived Antibody shall not include (i) [***], or (ii) [***].

1.33

“Designated Multispecific Antibody” has the meaning set forth in Section 2.5(b).

1.34

“Develop” or “Developing” means any and all activity to discover, evaluate, test, research or otherwise develop an Antibody or product, including any Licensed Antibody, Derived Antibody, Product, Multispecific Antibody or Multispecific Product, as applicable. When used as a noun, “Development” means any and all activities involved in Developing.

1.35

“Directed To” means, (a) with regard to a monospecific Antibody or product, that such Antibody or product is developed or designed to (i) [***], and (ii) [***], and (b) with regard to a multispecific Antibody or product, that such single molecular entity or product comprising two or more separate Antibodies is developed or designed to (i) [***] and (ii) [***].

1.36

“Disclosing Party” has the meaning set forth in Section 1.28.

1.37

“Dispute” has the meaning set forth in Section 10.7.

1.38

“Dollar” means a U.S. dollar, and “$” shall be interpreted accordingly.

1.39

“Effective Date” has the meaning set forth in the preamble.

1.40

“[***]” means, [***].

1.41

“FDA” means the United States Food and Drug Administration, or a successor federal agency thereto.

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1.42

“Field” means the prophylaxis, palliation, treatment and diagnosis of human disease and disorders in all therapeutic areas.

1.43

“First Commercial Sale” means the first sale of a Jade Product by Jade, or one of its Affiliates or its or their Sublicensees, to a Third Party after receipt of all Regulatory Approvals required to market and sell the Jade Product have been obtained in the country in the Territory in which such Jade Product is sold. Sales for purposes of testing the Jade Product and sample purposes shall not be deemed a First Commercial Sale. Furthermore, for purposes of clarity, the term “First Commercial Sale” as used in this Agreement shall not include: (a) [***]; (b) [***]; or (c) [***].

1.44

“Force Majeure” has the meaning set forth in Section 10.2.

1.45

“[***]” has the meaning set forth in Section 2.9(e)(i).

1.46

“IND” means an investigational new drug application or equivalent application that is required to commence clinical trials for a product in the Territory and filed with the applicable Regulatory Authority.

1.47

“Indemnified Party” has the meaning set forth in Section 9.3.

1.48

“Indemnifying Party” has the meaning set forth in Section 9.3.

1.49

“Intellectual Property Rights” means any and all proprietary rights provided under (a) patent law, including any Patents; (b) copyright law; (c) trademark law; or (d) any other applicable statutory provision or common law principle, including trade secret law, that may provide a right in Know-How, or the expression or use thereof.

1.50

“Inventions” means all Know-How, and all Intellectual Property Rights therein, that are conceived, reduced to practice, discovered, developed, or made by or on behalf of either Party or any Third Parties acting on their behalf (or any of their Representatives, Affiliates, licensees, or sublicensees) in the course of performing activities under this Agreement.

1.51

“Jade” has the meaning set forth in the preamble.

1.52

“Jade Antibody Patents” means all Patents that Cover the composition of matter of, or any method of specifically making or using, any Licensed Antibody or Derived Antibody, that in each case are owned or in-licensed from a Third Party and controlled by Jade or its Affiliates or Sublicensees as of the Effective Date or during the Term; provided that, if a Change of Control of Jade occurs, the Jade Antibody Patents shall not include any patents that are owned or in-licensed by the Acquiring Entity as of the closing of such Change of Control, or become owned or in-licensed after such closing (to the extent such Patents cover inventions developed outside of the scope of the activities conducted hereunder and without use of or reference to (a) any technology or Intellectual Property Rights Controlled by Jade or any Affiliate of Jade immediately before such Change of Control, (b) the Licensed Antibody Technology, (c) the Other Licensed Patents, (d) the Other Licensed Know-How, (e) any Confidential Information of Paragon, or (f) any Licensed Antibody or Derived Antibody). For clarity, the Jade Antibody Patents shall not include the Licensed Antibody Patents.

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1.53

“Jade Indemnitees” has the meaning set forth in Section 9.2.

1.54

“Jade Intellectual Property” means any Patents, Know-How or other Intellectual Property Rights that are (a) necessary for, and actually used (or held for use) by Jade or its Affiliates as of the effective date of termination of this Agreement in the Development, Manufacturing, Commercialization or other exploitation of Jade Products, and (b) Controlled by Jade or its Affiliates as of the effective date of termination of this Agreement.

1.55

“Jade Invention” means (a) any Invention that is owned or Controlled by Jade, and (b) all Intellectual Property Rights therein, provided that, in each case (a) – (b), Jade Inventions shall not include (i) any Inventions owned or Controlled by Paragon or its Affiliate, the rights to which have been licensed to Jade or its Affiliate under this Agreement or a separate agreement, or (ii) any Intellectual Property Rights therein.

1.56

“Jade Multispecific Antibody” means any Multispecific Antibody that is Developed, Manufactured, Commercialized or otherwise exploited by Jade, its Affiliate or Sublicensee, excluding in each case, and subject to Section 2.6, any Paragon Multispecific Antibody.

1.57

“Jade Multispecific Product” means any product that comprises or contains any Jade Multispecific Antibody.

1.58

“Jade Product” means, individually or collectively, as applicable, Licensed Antibodies, Derived Antibodies, Products, Jade Multispecific Antibodies and Jade Multispecific Products.

1.59

“Know-How” means all technical information and know-how in any tangible or intangible form, including (a) inventions, discoveries, trade secrets, data, specifications, instructions, processes, formulae, materials (including cell lines, vectors, plasmids, nucleic acids and the like), methods, protocols, expertise and any other technology, including the applicability of any of the foregoing to formulations, compositions or products or to their manufacture, development, registration, use or marketing or to methods of assaying or testing them or processes for their manufacture, formulations containing them or compositions incorporating or comprising them, and (b) all data, instructions, processes, formulae, strategies, and expertise, whether biological, chemical, pharmacological, biochemical, toxicological, pharmaceutical, physical, analytical, or otherwise and whether related to safety, quality control, manufacturing or other disciplines. Notwithstanding the foregoing, Know-How excludes Patent claims.

1.60

“Licensed Antibody” means any and all Antibodies that are Directed To the Licensed Target and that were or are discovered, generated, identified or characterized by or on behalf of Paragon in the course of performing the Research Program.

1.61

“Licensed Antibody Invention” means (a) any invention or discovery, whether or not patentable, that was discovered or reduced to practice by or on behalf of Paragon under the Research Program and that constitutes the composition of matter of, or any method of specifically making or using, any Licensed Antibody, and (b) all Intellectual Property Rights in the foregoing, that in each case is Controlled by Paragon or its Affiliates as of the Effective Date or during the Term. Notwithstanding the foregoing, the Licensed Antibody Inventions shall not include (i) any

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invention or discovery, whether or not patentable, that was discovered or reduced to practice by or on behalf of Paragon under the Research Program that constitutes the composition of matter of, or any method of specifically making or using, (x) [***], or (y) [***], or (ii) any Intellectual Property Rights therein.

1.62

“Licensed Antibody Patents” means all Patents that Cover the composition of matter of, or any method of specifically making or using, any Licensed Antibody, that in each case are Controlled by Paragon or its Affiliates as of the Effective Date or during the Term, excluding in each case any claims in such Patents that Cover the composition of matter of, or any method of specifically making or using (a) [***], or (b) [***].

1.63

“Licensed Antibody Technology” means (a) the Licensed Antibody Inventions, (b) the Licensed Antibody Patents, (c) the Sequence Information, (d) the Results, (e) the Research Program Materials, and (f) all Intellectual Property Rights in the foregoing Controlled by Paragon or its Affiliates as of the Effective Date or during the Term.

1.64

“Licensed Component(s)” has the meaning set forth in Section 1.79.

1.65

“Licensed Target” means BAFF-R.

1.66

“Losses” has the meaning set forth in Section 9.1.

1.67

“MAA” means (a) a New Drug Application in the United States, as defined in the United States Federal Food, Drug and Cosmetics Act, and applicable regulations promulgated thereunder by the FDA, (b) a Biologics License Application in the United States, as defined in the United States Public Health Service Act, or (c) any application filed with any Regulatory Authority in a country other than the United States that is equivalent to either of the foregoing.

1.68

“Major Market Country” means any of the following: [***], [***], [***], [***], [***]and [***].

1.69

“Manufacture” or “Manufacturing” means any and all activity to make, have made, produce, manufacture, process, fill, finish, package, label, perform quality assurance testing, release, ship or store an Antibody or product, including any Licensed Antibody, Derived Antibody, Product, Multispecific Antibody or Multispecific Product, as applicable, or any component thereof. When used as a noun, “Manufacture” or “Manufacturing” means any and all activities involved in Manufacturing an Antibody or product, including any Licensed Antibody, Derived Antibody, Product, Multispecific Antibody or Multispecific Product, as applicable, or any component thereof.

1.70

“Milestone” means a Monospecific Milestone or a Multispecific Milestone, as applicable.

1.71

“Milestone Payment” means a Monospecific Milestone Payment or a Multispecific Milestone Payment, as applicable.

1.72

“Monospecific Exclusivity Period” means the period commencing on the Effective Date and continuing until the fifth (5th) anniversary of the Effective Date.

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1.73

“Monospecific Milestone” has the meaning set forth in Section 4.1(a).

1.74

“Monospecific Milestone Payment” has the meaning set forth in Section 4.1(a).

1.75

“Multispecific Antibody” means any Antibody that is comprised of (a) [***], and (b) [***].

1.76

“Multispecific Milestone” has the meaning set forth in Section 4.1(b).

1.77

“Multispecific Milestone Payment” has the meaning set forth in Section 4.1(b).

1.78

“Multispecific Product” means any product that comprises or contains any Multispecific Antibody.

1.79

“Net Sales” means the gross amounts received for the Jade Product by Jade, its Affiliates and Sublicensees for sales or other commercial disposition of such Jade Product in the Territory to unrelated Third Parties, less the following, in each case related specifically to the Jade Product and actually incurred, paid or accrued by Jade, its Affiliates or Sublicensees and not otherwise recovered by or reimbursed to Jade, its Affiliates or Sublicensees:

(a)

[***];

(b)

[***];

(c)

[***];

(d)

[***];

(e)

[***]; and

(f)

[***].

Net Sales will include [***]. Net Sales will be calculated only once for the first bona fide arm’s length sale of the Jade Product by Jade, its Affiliates or its Sublicensees to a Third Party, and will not include sales between or among [***]. Net Sales shall not include any amounts invoiced for [***], (ii) [***], or (iii) [***].

Net Sales shall be determined from the books and records of Jade, Affiliates of Jade or any Sublicensee maintained in accordance with U.S. generally accepted accounting principles (GAAP) consistently applied. Jade further agrees in determining Net Sales, it (or its applicable Affiliate or Sublicensee) will use Jade’s (or such Affiliate’s or Sublicensee’s) then current standard procedures and methodology.

If a Jade Product is sold as a Combination Product (as defined below), the Net Sales of such Combination Product for the purpose of calculating royalties and sales-based milestones owed under this Agreement for sales of such Combination Product, shall be determined as follows: [***]. If any Other Component in the Combination Product is not sold separately, Net Sales shall be calculated by [***]. If both the Licensed Component(s) and any of the Other Components are

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not sold separately, the adjustment to Net Sales shall be determined by the Parties [***] to reasonably reflect [***] of such Combination Product.

For purposes of this definition, “Combination Product” means any pharmaceutical product that contains two (2) or more active ingredients, including (A) one (1) or more Licensed Antibodies, Derived Antibodies or Multispecific Antibodies (the “Licensed Component”), and (B) one (1) or more active pharmaceutical or biological ingredients that are not (x) a Licensed Antibody, Derived Antibody or Multispecific Antibody, or (y) an Antibody owned or controlled by Paragon or its Affiliate, the rights to which have been licensed to Jade or its Affiliate under a separate agreement (“Other Component(s)”), either as a [], [] or [], and [].

1.80

“Notice of Dispute” has the meaning set forth in Section 10.7(a).

1.81

“Option Agreement” has the meaning set forth in the preamble.

1.82

“Other Component(s)” has the meaning set forth in Section 1.79.

1.83

“Other Licensed Know-How” means all Know-How Controlled by Paragon or its Affiliates on the Effective Date or during the Term that (a) was used by or on behalf of Paragon in the performance of the Research Program, and (b) is necessary to Develop, Manufacture, Commercialize or otherwise exploit (i) Licensed Antibodies, or (ii) Products, Multispecific Antibodies or Multispecific Products, in each case solely to the extent comprising or containing a Licensed Antibody. For clarity, the Other Licensed Know-How shall exclude (x) the Licensed Antibody Technology, and (y) any Know-How Controlled by Paragon or its Affiliates relating to (1) that antigen-binding portion of any Antibody or moiety that is Directed To a Target other than the Licensed Target (e.g., a second binder in a Multispecific Antibody), or (2) any portion of any Multispecific Antibody other than a Licensed Antibody.

1.84

“Other Licensed Patents” means any Patents (other than Licensed Antibody Patents) Controlled by Paragon or its Affiliates as of the Effective Date or during the Term that (a) include a claim that expressly recites the sequence of a Licensed Antibody or Derived Antibody, and (b) are necessary to Develop, Manufacture or Commercialize Licensed Antibodies or Derived Antibodies in the Field in the Territory. Notwithstanding the foregoing, the Other Licensed Patents shall not include (i) Paragon Multispecific Patents, (ii) the Paragon Platform Patents (as defined in the Option Agreement), or (iii) any Patents that Cover (x) [***], or (y) [***].

1.85

“Other Licensed Technology” means (a) Other Licensed Know-How, and (b) Other Licensed Patents.

1.86

“Paragon” has the meaning set forth in the preamble.

1.87

“Paragon Indemnitee” has the meaning set forth in Section 9.1.

1.88

“Paragon Multispecific Antibody” means a Multispecific Antibody that is Developed, Manufactured, Commercialized or otherwise exploited by Paragon or its Affiliate or Third Party licensee (other than Jade and its Affiliates and Sublicensees).

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1.89

“Paragon Multispecific Patents” means those Patents owned or otherwise controlled by Paragon or its Affiliates during the Term that Cover the composition of matter of, or any method of specifically making or using, a Paragon Multispecific Antibody, in each case excluding the Licensed Antibody Patents.

1.90

“Paragon Patents” has the meaning set forth in Section 5.2(c).

1.91

“Paragon Third Party Agreement” has the meaning set forth in Section 2.7.

1.92

“Parent Entity” has the meaning set forth in Section 1.22.

1.93

“Party” has the meaning set forth in the Preamble.

1.94

“Patent Challenge” has the meaning set forth in Section 5.3(a).

1.95

“Patent Infringement” has the meaning set forth in Section 5.3(a).

1.96

“Patents” means (a) unexpired patents and patent applications, (b) any and all divisionals, continuations, continuations-in-part, reissues, renewals, substitutions, registrations, re-examinations, revalidations, extensions, supplementary protection certificates and the like of any such patents and patent applications, and (c) any and all foreign equivalents of the foregoing.

1.97

“Phase I Trial” means a human clinical trial in any country of the type described in 21 C.F.R. §312.21(a), or the foreign equivalent thereof, regardless of where such clinical trial is conducted.

1.98

“Phase II Trial” means a human clinical trial in any country of the type described in 21 C.F.R. §312.21(b), or the foreign equivalent thereof, regardless of where such clinical trial is conducted.

1.99

“Phase III Trial” means a human clinical trial in any country of the type described in 21 C.F.R. §312.21(c), or the foreign equivalent thereof, regardless of where such clinical trial is conducted.

1.100

“Pre-Existing Entities” has the meaning set forth in Section 1.3.

1.101

“Product” means any product that comprises or contains any Licensed Antibody or Derived Antibody other than as part of a Multispecific Antibody or a Multispecific Product.

1.102

“Prosecute” or “prosecution” has the meaning set forth in Section 5.2(a).

1.103

“Receiving Party” has the meaning set forth in Section 1.28.

1.104

“Regulatory Approval” means all clearances, approvals (including approval of an MAA as well as any applicable pricing and/or reimbursement approvals), licenses, registrations or authorizations of any Regulatory Authority necessary to commercially distribute, sell and market a pharmaceutical or biologic product in a country or territory under this Agreement.

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1.105

“Regulatory Authority” means any supranational, multinational, federal, national, state, provincial or local regulatory agency, department, bureau or other governmental entity with authority over the clinical development, manufacture marketing or sale of a pharmaceutical or biologic product in a country or region, including the FDA in the United States and the EMA in Europe.

1.106

“Reimbursement Obligation” has the meaning set forth in Section 2.7.

1.107

“Remaining Recovery” has the meaning set forth in Section 5.3(f).

1.108

“Representatives” of a Party means such Party’s officers, directors, employees, contractors, subcontractors, agents and consultants.

1.109

“Research Program” means the Research Program (as defined in the Option Agreement) conducted by the Parties pursuant to the Option Agreement with respect to the Licensed Target.

1.110

“Research Program Materials” means the tangible materials resulting from the Research Program that are Controlled by Paragon or its Affiliates as of the Effective Date or during the Term that are listed in Exhibit C attached hereto, as may be amended in writing from time to time upon mutual agreement of the Parties. For clarity, Research Program Materials shall not include materials that are consumed or destroyed in the performance of the Research Program or that are not available to be transferred by Paragon to Jade without violating the terms of any agreement or other arrangement with a Third Party.

1.111

“Reservation Fee” has the meaning set forth in Section 4.3.

1.112

“[***]” has the meaning set forth in Section 2.9(c)(i).

1.113

“[***]” has the meaning set forth in Section 2.9(c)(i).

1.114

“[***]” has the meaning set forth in Section 2.9(c)(i).

1.115

“[***]” has the meaning set forth in Section 2.9(c)(i).

1.116

“Results” means all data, results, analysis, conclusions, outcomes, information, documentation and reports that are generated by or on behalf of Paragon in performance of the Research Program, in each case excluding Licensed Antibody Inventions, Licensed Antibody Patents, Sequence Information and Licensed Antibodies.

1.117

“Reversion Products” has the meaning set forth in Section 8.5(c).

1.118

“ROFN Information” has the meaning set forth in Section 2.6(a).

1.119

“ROFN Negotiation Period” has the meaning set forth in Section 2.6(c).

1.120

“ROFN Period” has the meaning set forth in Section 2.6(a).

1.121

“Royalty Payments” has the meaning set forth in Section 4.2(a).

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1.122

“Royalty Term” means, on a Jade Product-by-Jade Product and country-by-country basis, the period commencing on First Commercial Sale of the applicable Jade Product in the applicable country in the Territory and ending, with respect to the particular Jade Product and country at issue on the latest of the following dates: (a) the twelfth (12th) anniversary of the date of First Commercial Sale of such Jade Product in such country; or (b) the expiration of the last-to-expire Valid Claim of a Licensed Antibody Patent or a Jade Antibody Patent Covering the Manufacture, use or sale of such Jade Product in the country at issue.

1.123

“Sequence Information” means all Licensed Antibody sequences generated under the Research Program, including any files (including electronic files) of Paragon to the extent containing the same.

1.124

“Sublicensee” means any Affiliate of Jade or any Third Party that receives a grant of a sublicense of, or other authorization or permission granted under, the licenses and rights granted to Jade in Section 2.1, either directly from Jade or through multiple tiers, other than (a) any fee-for-service service provider (including contract research organizations and contract manufacturing organizations) acting in such capacity for the benefit of Jade or any of its Affiliates or Sublicensees, or (b) any distributor, reseller or wholesaler of a Product or Jade Multispecific Product.

1.125

Jade Biosciences, Inc. 10-K