Common use of Procedural Rules Clause in Contracts

Procedural Rules. The JGC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JGC shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on the JGC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JGC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JGC may attend meetings of the JGC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JGC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 8.

Appears in 2 contracts

Samples: Development and License Agreement, Development and License Agreement (Principia Biopharma Inc.)

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Procedural Rules. The JGC JRC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JGC JRC shall exist whenever there is present at a meeting at least one (1) representative [***] appointed by each Party. Representatives of the Parties on the JGC JRC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JGC JRC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative [***] appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JGC JRC may attend meetings of the JGCJRC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JGCJRC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 8ARTICLE 10.

Appears in 2 contracts

Samples: Discovery Collaboration and License Agreement (Harpoon Therapeutics, Inc.), Discovery Collaboration and License Agreement (Harpoon Therapeutics, Inc.)

Procedural Rules. The JGC JSC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JGC JSC shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on the JGC JSC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JGC JSC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JGC JSC may attend meetings of the JGCJSC; provided, provided that such attendees (ia) shall not vote or otherwise participate in the decision-making process of the JGCJSC, and (iib) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 8ARTICLE 9 (Confidentiality and Non-Disclosure).

Appears in 1 contract

Samples: And Collaboration Agreement (Dyadic International Inc)

Procedural Rules. The JGC JRC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JGC JRC shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on the JGC JRC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JGC JRC shall take action by consensus [***] of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance[***], or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JGC JRC may attend meetings of the JGCJRC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JGCJRC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 8ARTICLE 10.

Appears in 1 contract

Samples: Discovery Collaboration and License Agreement (CytomX Therapeutics, Inc.)

Procedural Rules. The JGC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JGC shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on the JGC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JGC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JGC may attend meetings of the JGC; provided, provided that such attendees (ia) shall not vote or otherwise participate in the decision-making process of the JGC, and (iib) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 8ARTICLE 9 (Confidentiality and Non-Disclosure).

Appears in 1 contract

Samples: Option and License Agreement (Alpine Immune Sciences, Inc.)

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Procedural Rules. The JGC JDC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JGC JDC shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on the JGC JDC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JGC JDC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, attendance or by a written resolution signed by at least one (1) representative appointed by each Party. Employees Alliance Managers or other employees or consultants of either a Party that who are not representatives of the Parties on the JGC JDC may attend meetings of the JGCJDC; provided, however, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JGC, JDC and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to at least as protective of the other Party as those set forth in Article 8Clause 7 (CONFIDENTIALITY AND NON-DISCLOSURE).

Appears in 1 contract

Samples: License Agreement (Arqule Inc)

Procedural Rules. The JGC JDC shall have the right to adopt such standing rules as shall be are necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JGC JDC shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on the JGC JDC members may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JGC JDC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JGC JDC may attend meetings of the JGCJDC; provided, however, that such attendees (i) shall not vote or otherwise participate in matters reviewed by the decision-making process of the JGCJDC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 810.

Appears in 1 contract

Samples: Development and Distribution Agreement (Surmodics Inc)

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