Common use of Chair of Committee; Meetings Clause in Contracts

Chair of Committee; Meetings. The chair of the JDC shall be one of the Lilly representatives (or at Lilly’s sole discretion, co-chaired by two Lilly representatives) on the JDC, as designated by Lilly. The JDC shall meet on a semi-annual basis or other schedule agreed upon by the Parties, unless the Parties mutually agree in advance of any scheduled meeting that there is no need for such meeting. In such instance, the next JDC meeting shall also be scheduled as agreed upon by the Parties. The location of meetings of the JDC shall alternate between ImmunoGen’s offices and Lilly’s offices, unless otherwise agreed by the Parties. As agreed upon by the Parties, JDC meetings may be face-to-face or may be conducted through teleconferences or videoconferences, provided that at least two (2) JDC meetings during any Calendar Year shall be conducted face-to-face, unless otherwise agreed to by the Parties. In addition to its JDC representatives, each Party shall be entitled to have other employees attend such meetings to present and participate, though not in a decision-making capacity. Each Party shall bear its own costs and expenses, including travel and lodging expense, that may be incurred by JDC representatives or other attendees at JDC meetings, as a result of such meetings hereunder. Minutes of each JDC meeting will be transcribed and issued to members of the JDC by the Alliance Manager (or his or her designee) of one of the Parties on an alternating basis within [***] days after each meeting, and such minutes shall be reviewed and modified as mutually required to obtain approval of such minutes promptly thereafter.

Chair of Committee; Meetings. The chair of the JDC shall be one of the Lilly Bayer representatives (or at Lilly’s sole discretion, co-chaired by two Lilly representatives) on the JDC, as designated by LillyBayer. The JDC shall meet on a semi-annual quarterly basis or other schedule agreed upon by the Parties, unless the Parties mutually agree in advance of any scheduled meeting that there is no need for such meeting. In such instance, the next JDC meeting shall also be scheduled as agreed upon by the Parties. The location of meetings of the JDC shall alternate between ImmunoGen’s offices and LillyBayer’s offices, unless otherwise agreed by the Parties. As agreed upon by the Parties, JDC meetings may be face-to-face or may be conducted through teleconferences or videoconferences, provided that at least two (2) JDC meetings during any Calendar Year shall be conducted face-to-face, unless otherwise agreed to by the Parties. In addition to its JDC representatives, each Party shall be entitled to have other employees attend such meetings to present and participate, though not in a decision-making capacity. Each Party shall bear its own costs and expenses, including travel and lodging expense, that may be incurred by JDC representatives or other attendees at JDC meetings, as a result of such meetings hereunder. Minutes of each JDC meeting will be transcribed and issued to members of the JDC by the Alliance Manager chair (or his or her designee) of one of the Parties on an alternating basis within [***] thirty (30) days after each meeting, and such minutes shall be reviewed and modified as mutually required to obtain approval of such minutes promptly thereafter.

Chair of Committee; Meetings. The chair of the JDC shall be one of the Lilly Novartis representatives (or at Lilly’s sole discretion, co-chaired by two Lilly representatives) on the JDC, as designated by LillyNovartis. The JDC shall meet on a semi-annual quarterly basis or other schedule agreed upon by the Parties, unless the Parties mutually agree in advance of any scheduled meeting that there is no need for such meeting. In such instance, the next JDC meeting shall also be scheduled as agreed upon by the Parties. The location of meetings of the JDC shall alternate between ImmunoGen’s offices and Lilly’s Novartis’ offices, unless otherwise agreed by the Parties. As agreed upon by the Parties, JDC meetings may be face-to-face or may be conducted through teleconferences or videoconferences, provided that at least two (2) JDC meetings during any Calendar Year shall be conducted face-to-face, unless otherwise agreed to by the Parties. In addition to its JDC representatives, each Party shall be entitled to have other employees attend such meetings to present and participate, though not in a decision-making capacity. Each Party shall bear its own costs and expenses, including travel and lodging expense, that may be incurred by JDC representatives or other attendees at JDC meetings, as a result of such meetings hereunder. Minutes of each JDC meeting will be transcribed and issued to members of the JDC by the Alliance Manager (or his or her designee) of one of the Parties on an alternating basis within [***] days after each meeting, and such minutes shall be reviewed and modified as mutually required to obtain approval of such minutes promptly thereafter.

Chair of Committee; Meetings. The chair of the JDC shall be one of the Lilly Bayer representatives (or at Lilly’s sole discretion, co-chaired by two Lilly representatives) on the JDC, as designated by LillyBayer. The JDC shall meet on a semi-annual quarterly basis or other schedule agreed upon by the Parties, unless the Parties mutually agree in advance of any scheduled meeting that there is no need for such meeting. In such instance, the next JDC meeting shall also be scheduled as agreed upon by the Parties. The location of meetings of the JDC shall alternate between ImmunoGen’s offices and LillyBayer’s offices, unless otherwise agreed by the Parties. As agreed upon by the Parties, JDC meetings may be face-to-face or may be conducted through teleconferences or videoconferences, provided that at least two (2) JDC meetings during any Calendar Year shall be conducted face-to-face, unless otherwise agreed to by the Parties. In addition to its JDC representatives, each Party shall be entitled to have other employees attend such meetings to present and participate, though not in a decision-making capacity. Each Party shall bear its own costs and expenses, including travel and lodging expense, that may be incurred by JDC representatives or other attendees at JDC meetings, as a result of such meetings hereunder. Minutes of each JDC meeting will be transcribed and issued to members of the JDC by the Alliance Manager chair (or his or her designee) of one of the Parties on an alternating basis within [***] days after each meeting, and such minutes shall be reviewed and modified as mutually required to obtain approval of such minutes promptly thereafter.her

Chair of Committee; Meetings. The chair of the JDC shall be one of the Lilly representatives (or at Lilly’s sole discretion, co-chaired by two Lilly representatives) on the JDC, as designated by Lilly. The JDC shall meet on a semi-annual basis or other schedule agreed upon by the Parties, unless the Parties mutually agree in advance of any scheduled meeting that there is no need for such meeting. In such instance, the next JDC meeting shall also be scheduled as agreed upon by the Parties. The location of meetings of the JDC shall alternate between ImmunoGen’s offices and Lilly’s offices, unless otherwise agreed by the Parties. As agreed upon by the Parties, JDC meetings may be face-to-face or may be conducted through teleconferences or videoconferences, provided that at least two (2) JDC meetings during any Calendar Year shall be conducted face-to-face, unless otherwise agreed to by the Parties. In addition to its JDC representatives, each Party shall be entitled to have other employees attend such meetings to present and participate, though not in a decision-making capacity. Each Party shall bear its own costs and expenses, including travel and lodging expense, that may be incurred by JDC representatives or other attendees at JDC meetings, as a result of such meetings hereunder. Minutes of each JDC meeting will be transcribed and issued to members of the JDC by the Alliance Manager (or his or her designee) of one of the Parties on an alternating basis within [***] days after each meeting, and such minutes shall be reviewed and modified as mutually required to obtain approval of such minutes promptly thereafter.

Chair of Committee; Meetings. The chair of the JDC shall be one of the Lilly Novartis representatives (or at Lilly’s sole discretion, co-chaired by two Lilly representatives) on the JDC, as designated by LillyNovartis. The JDC shall meet on a semi-annual quarterly basis or other schedule agreed upon by the Parties, unless the Parties mutually agree in advance of any scheduled meeting that there is no need for such meeting. In such instance, the next JDC meeting shall also be scheduled as agreed upon by the Parties. The location of meetings of the JDC shall alternate between ImmunoGen’s offices and Lilly’s Novartis’ offices, unless otherwise agreed by the Parties. As agreed upon by the Parties, JDC meetings may be face-to-to- face or may be conducted through teleconferences or videoconferences, provided that at least two (2) JDC meetings during any Calendar Year shall be conducted face-to-face, unless otherwise agreed to by the Parties. In addition to its JDC representatives, each Party shall be entitled to have other employees attend such meetings to present and participate, though not in a decision-making capacity. Each Party shall bear its own costs and expenses, including travel and lodging expense, that may be incurred by JDC representatives or other attendees at JDC meetings, as a result of such meetings hereunder. Minutes of each JDC meeting will be transcribed and issued to members of the JDC by the Alliance Manager (or his or her designee) of one of the Parties on an alternating basis within [***] days after each meeting, and such minutes shall be reviewed and modified as mutually required to obtain approval of such minutes promptly thereafter.

Chair of Committee; Meetings. The chair of the JDC JRC shall be one of the Lilly representatives (or at Lilly’s sole discretion, co-chaired by two Lilly representatives) on the JDCJRC, as designated by Lilly. The JDC JRC shall meet on a semi-annual quarterly basis or other schedule agreed upon by the Parties, unless the Parties mutually agree in advance of any scheduled meeting that there is no need for such meeting. In such instance, the next JDC JRC meeting shall also be scheduled as agreed upon by the Parties. The location of meetings of the JDC JRC shall alternate between ImmunoGen’s offices and Lilly’s offices, unless otherwise agreed by the Parties. As agreed upon by the Parties, JDC JRC meetings may be face-to-face or may be conducted through teleconferences or videoconferences, provided that at least two (2) JDC JRC meetings during any Calendar Year shall be conducted face-to-face, unless otherwise agreed to by the Parties. In addition to its JDC JRC representatives, each Party shall be entitled to have other employees attend such meetings to present and participate, though not in a decision-making capacity. Each Party shall bear its own costs and expenses, including travel and lodging expense, that may be incurred by JDC JRC representatives or other attendees at JDC JRC meetings, as a result of such meetings hereunder. Minutes of each JDC JRC meeting will be transcribed and issued to members of the JDC JRC by the Alliance Manager (or his or her designee) of one of the Parties on an alternating basis within [***] days after each meeting, and such minutes shall be reviewed and modified as mutually required to obtain approval of such minutes promptly thereafter.

Chair of Committee; Meetings. The chair of the JDC shall be one of the Lilly Novartis representatives (or at Lilly’s sole discretion, co-chaired by two Lilly representatives) on the JDC, as designated by LillyNovartis. The JDC shall meet on a semi-annual quarterly basis or other schedule agreed upon by the Parties, unless the Parties mutually agree in advance of any scheduled meeting that there is no need for such meeting. In such instance, the next JDC meeting shall also be scheduled as agreed upon by the Parties. The location of meetings of the JDC shall alternate between ImmunoGen’s offices and Lilly’s Novartis’ offices, unless otherwise agreed by the Parties. As agreed upon by the Parties, JDC meetings may be face-to-face or may be conducted through teleconferences or videoconferences, provided that at least two (2) JDC meetings during any Calendar Year shall be conducted face-to-face, unless otherwise agreed to by the Parties. In addition to its JDC representatives, each Party shall be entitled to have other employees attend such meetings to present and participate, though not in a decision-making capacity. Each Party shall bear its own costs and expenses, including travel and lodging expense, that may be incurred by JDC representatives or other attendees at JDC meetings, as a result of such meetings hereunder. Minutes of each JDC meeting will be transcribed and issued to members of the JDC by the Alliance Manager (or his or her designee) of one of the Parties on an alternating basis within [***] days after each meeting, and such minutes shall be reviewed and modified as mutually required to obtain approval of such minutes promptly thereafter.

Chair of Committee; Meetings. The chair of the JDC JRC shall be one of the Lilly Novartis representatives (or at Lilly’s sole discretion, co-chaired by two Lilly representatives) on the JDCJRC, as designated by LillyNovartis. The JDC JRC shall meet on a semi-annual quarterly basis or other schedule agreed upon by the Parties, unless the Parties mutually agree in advance of any scheduled meeting that there is no need for such meeting. In such instance, the next JDC JRC meeting shall also be scheduled as agreed upon by the Parties. The location of meetings of the JDC JRC shall alternate between ImmunoGen’s offices and Lilly’s Novartis’ offices, unless otherwise agreed by the Parties. As agreed upon by the Parties, JDC JRC meetings may be face-to-face or may be conducted through teleconferences or videoconferences, provided that at least two (2) JDC JRC meetings during any Calendar Year shall be conducted face-to-face, unless otherwise agreed to by the Parties. In addition to its JDC JRC representatives, each Party shall be entitled to have other employees attend such meetings to present and participate, though not in a decision-making capacity. Each Party shall bear its own costs and expenses, including travel and lodging expense, that may be incurred by JDC JRC representatives or other attendees at JDC JRC meetings, as a result of such meetings hereunder. Minutes of each JDC JRC meeting will be transcribed and issued to members of the JDC JRC by the Alliance Manager (or his or her designee) of one of the Parties on an alternating basis within [***] days after each meeting, and such minutes shall be reviewed and modified as mutually required to obtain approval of such minutes promptly thereafter.

Chair of Committee; Meetings. The chair of the JDC JRC shall be one of the Lilly Novartis representatives (or at Lilly’s sole discretion, co-chaired by two Lilly representatives) on the JDCJRC, as designated by LillyNovartis. The JDC JRC shall meet on a semi-annual quarterly basis or other schedule agreed upon by the Parties, unless the Parties mutually agree in advance of any scheduled meeting that there is no need for such meeting. In such instance, the next JDC JRC meeting shall also be scheduled as agreed upon by the Parties. The location of meetings of the JDC JRC shall alternate between ImmunoGen’s offices and Lilly’s Novartis’ offices, unless otherwise agreed by the Parties. As agreed upon by the Parties, JDC JRC meetings may be face-to-face or may be conducted through teleconferences or videoconferences, provided that at least two (2) JDC JRC meetings during any Calendar Year shall be conducted face-to-face, unless otherwise agreed to by the Parties. In addition to its JDC JRC representatives, each Party shall be entitled to have other employees attend such meetings to present and participate, though not in a decision-making capacity. Each Party shall bear its own costs and expenses, including travel and lodging expense, that may be incurred by JDC JRC representatives or other attendees at JDC JRC meetings, as a result of such meetings hereunder. Minutes of each JDC JRC meeting will be transcribed and issued to members of the JDC JRC by the Alliance Manager (or his or her designee) of one of the Parties on an alternating basis within [***] days after each meeting, and such minutes shall be reviewed and modified as mutually required to obtain approval of such minutes promptly thereafter.

Chair of Committee; Meetings. The chair of the JDC JPDC shall be one of the Lilly ABX representatives (or at Lilly’s sole discretion, co-chaired by two Lilly representatives) on the JDCJPDC, as designated by LillyABX. All decisions of the JPDC shall be subject to the approval of ABX. The JDC JPDC shall meet on a semi-annual basis or other schedule agreed upon by the Parties, unless the Parties mutually agree at least thirty (30) days in advance of any scheduled meeting there is a determination by the Chair of the JPDC that no new business or other activity has transpired since the previous meeting, and that there is no need for such a meeting. In such instance, the next JDC JPDC meeting shall also be scheduled as agreed upon by the Parties. The location of such meetings of the JDC shall alternate between ImmunoGenIMMUNOGEN’s offices in the Cambridge, Massachusetts metropolitan area and LillyABX’s officesoffices in the Fremont, California metropolitan area unless otherwise agreed by upon between the Parties. As agreed upon by the Parties, JDC JPDC meetings may be face-to-face meetings or may be conducted through teleconferences or and/or videoconferences, provided that at least two (2) JDC meetings during any Calendar Year shall be conducted face-to-face, unless otherwise agreed to by the Parties. In addition to its JDC JPDC representatives, each Party shall be entitled to have such additional number (as the Parties mutually agree) of other employees attend such meetings to present and participate, though not in a decision-making capacity. Each Party shall bear its own all costs and expenses, including travel and lodging expense, that may be incurred by JDC its JPDC representatives or other of its attendees at JDC JPDC meetings, as a result of such meetings hereunder. Minutes of each JDC JPDC meeting will be transcribed and issued to the members of the JDC JPDC by the Alliance Manager Chair within thirty (or his or her designee30) of one of the Parties on an alternating basis within [***] days after each meeting, meeting and such minutes shall be reviewed and modified as mutually required to obtain approval of such minutes promptly thereafter.

Chair of Committee; Meetings. The chair of the JDC JPDC shall be one of the Lilly ABX representatives (or at Lilly’s sole discretion, co-chaired by two Lilly representatives) on the JDCJPDC, as designated by LillyABX. All decisions of the JPDC shall be subject to the approval of the ABX chair. The JDC JPDC shall meet on a semi-annual basis or other schedule agreed upon by the Parties, unless the Parties mutually agree at least thirty (30) days in advance of any scheduled meeting there is a determination by the Chair of the JPDC that no new business or other activity has transpired since the previous meeting, and that there is no need for such a meeting. In such instance, the next JDC JPDC meeting shall also be scheduled as agreed upon by the Parties. The location of such meetings of the JDC shall alternate between ImmunoGenIMMUNOGEN’s offices in the Cambridge, Massachusetts metropolitan area and LillyABX’s officesoffices in the Fremont, California metropolitan area unless otherwise agreed by upon between the Parties. As agreed upon by the Parties, JDC JPDC meetings may be face-to-face meetings or may be conducted through teleconferences or and/or videoconferences, provided that at least two (2) JDC meetings during any Calendar Year shall be conducted face-to-face, unless otherwise agreed to by the Parties. In addition to its JDC JPDC representatives, each Party shall be entitled to have such additional number (as the Parties mutually agree) of other employees attend such meetings to present and participate, though not in a decision-making capacity. Each Party shall bear its own all costs and expenses, including travel and lodging expense, that may be incurred by JDC its JPDC representatives or other of its attendees at JDC JPDC meetings, as a result of such meetings hereunder. Minutes of each JDC JPDC meeting will be transcribed and issued to the members of the JDC JPDC by the Alliance Manager Chair within thirty (or his or her designee30) of one of the Parties on an alternating basis within [***] days after each meeting, meeting and such minutes shall be reviewed and modified as mutually required to obtain approval of such minutes promptly thereafter.

Chair of Committee; Meetings. The chair of the JDC JPDC shall be one of the Lilly ABX representatives (or at Lilly’s sole discretion, co-chaired by two Lilly representatives) on the JDCJPDC, as designated by LillyABX. All decisions of the JPDC shall be subject to the approval of ABX. The JDC JPDC shall meet on a semi-annual basis or other schedule agreed upon by the Parties, unless the Parties mutually agree at least thirty (30) days in advance of any scheduled meeting there is a determination by the Chair of the JPDC that no new business or other activity has transpired since the previous meeting, and that there is no need for such a meeting. In such instance, the next JDC JPDC meeting shall also be scheduled as agreed upon by the Parties. The location of such meetings of the JDC shall alternate between ImmunoGen’s IMMUNOGEN's offices in the Cambridge, Massachusetts metropolitan area and Lilly’s officesABX's offices in the Fremont, California metropolitan area unless otherwise agreed by upon between the Parties. As agreed upon by the Parties, JDC JPDC meetings may be face-to-face meetings or may be conducted through teleconferences or and/or videoconferences, provided that at least two (2) JDC meetings during any Calendar Year shall be conducted face-to-face, unless otherwise agreed to by the Parties. In addition to its JDC JPDC representatives, each Party shall be entitled to have such additional number (as the Parties mutually agree) of other employees attend such meetings to present and participate, though not in a decision-making capacity. Each Party shall bear its own all costs and expenses, including travel and lodging expense, that may be incurred by JDC its JPDC representatives or other of its attendees at JDC JPDC meetings, as a result of such meetings hereunder. Minutes of each JDC JPDC meeting will be transcribed and issued to the members of the JDC JPDC by the Alliance Manager Chair within thirty (or his or her designee30) of one of the Parties on an alternating basis within [***] days after each meeting, meeting and such minutes shall be reviewed and modified as mutually required to obtain approval of such minutes promptly thereafter.