Common use of Chair of Committee; Meetings Clause in Contracts

Chair of Committee; Meetings. The Parties hereby agree that (i) the chair of the Collaboration Committee shall be one of the GENENTECH representatives on the Collaboration Committee, as designated by GENENTECH; provided, however, that [***] the [***] after the Effective Date, the Collaboration Committee shall be [***] by a [***] on the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. Collaboration Committee (as designated by [***]) and an [***] on the Collaboration Committee (as designated by [***]); (ii) all decisions of the Collaboration Committee shall be subject to the approval of the GENENTECH chair (including [***] the [***] there is a [***]); (iii) the Collaboration Committee shall meet on a semi-annual basis or other schedule agreed upon by the Parties, unless at least thirty (30) days in advance of any meeting the chair (or co-chairs during the first twelve (12) months) of the Collaboration Committee determine that there is no need for a meeting (in which instance, the next Collaboration Committee meeting shall also be scheduled as agreed upon by the Parties); (iv) the location of meetings of the Collaboration Committee shall alternate between IMMUNOGEN’s offices in Massachusetts and GENENTECH’s offices in California, unless otherwise agreed by the Parties and, as agreed upon by the Parties, Collaboration Committee meetings may be face-to-face or may be conducted through teleconferences and/or videoconferences. In addition to its Collaboration Committee 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 all costs and expenses, including travel and lodging expense, that may be incurred by its Collaboration Committee representatives or other of its attendees at Collaboration Committee meetings, as a result of such meetings hereunder. Minutes of each Collaboration Committee meeting will be transcribed and issued to members of the Collaboration Committee by the chair (or the GENENTECH co-chair, as the case may be) 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 Parties hereby agree that (i) the chair of the Collaboration Committee JRC shall be one of the GENENTECH Lilly representatives (or at Lilly’s sole discretion, co-chaired by two Lilly representatives) on the Collaboration CommitteeJRC, as designated by GENENTECH; provided, however, that [***] the [***] after the Effective Date, the Collaboration Committee shall be [***] by a [***] on the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934Lilly. Collaboration Committee (as designated by [***]) and an [***] on the Collaboration Committee (as designated by [***]); (ii) all decisions of the Collaboration Committee shall be subject to the approval of the GENENTECH chair (including [***] the [***] there is a [***]); (iii) the Collaboration Committee The JRC shall meet on a semi-annual quarterly basis or other schedule agreed upon by the Parties, unless at least thirty (30) days the Parties mutually agree in advance of any scheduled meeting the chair (or co-chairs during the first twelve (12) months) of the Collaboration Committee determine that there is no need for a meeting (in which such meeting. In such instance, the next Collaboration Committee JRC meeting shall also be scheduled as agreed upon by the Parties); (iv) the . The location of meetings of the Collaboration Committee JRC shall alternate between IMMUNOGENImmunoGen’s offices in Massachusetts and GENENTECHLilly’s offices in Californiaoffices, unless otherwise agreed by the Parties and, as Parties. As agreed upon by the Parties, Collaboration Committee JRC meetings may be face-to-face or may be conducted through teleconferences and/or or videoconferences, provided that at least two (2) JRC meetings during any Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Calendar Year shall be conducted face-to-face, unless otherwise agreed to by the Parties. In addition to its Collaboration Committee 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 all its own costs and expenses, including travel and lodging expense, that may be incurred by its Collaboration Committee JRC representatives or other of its attendees at Collaboration Committee JRC meetings, as a result of such meetings hereunder. Minutes of each Collaboration Committee JRC meeting will be transcribed and issued to members of the Collaboration Committee JRC by the chair Alliance Manager (or his or her designee) of one of the GENENTECH co-chair, as the case may be) 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 Parties hereby agree that (i) the chair of the Collaboration Committee shall be one of the GENENTECH representatives on the Collaboration Committee, as designated by GENENTECH; provided, however, that [***] the [***] [***] [***] [***] after the Effective Date, the Collaboration Committee shall be [***] by a [***] [***] on the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. Collaboration Committee (as designated by [***]) and an [***] [***] on the Collaboration Committee (as designated by [***]); (ii) all decisions of the Collaboration Committee shall be subject to the approval of the GENENTECH chair (including [***] the [***] [***] there is a [***] [***] [***]); (iii) the Collaboration Committee shall meet on a semi-annual basis or other schedule agreed upon by the Parties, unless at least thirty (30) days in advance of any meeting the chair (or co-chairs during the first twelve (12) months) of the Collaboration Committee determine that there is no need for a meeting (in which instance, the next Collaboration Committee meeting shall also be scheduled as agreed upon by the Parties); (iv) the location of meetings of the Collaboration Committee shall alternate between IMMUNOGEN’s offices in Massachusetts and GENENTECH’s offices in California, unless otherwise agreed by the Parties and, as agreed upon by the Parties, Collaboration Committee meetings may be face-to-face or may be conducted through teleconferences and/or videoconferences. In addition to its Collaboration Committee 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 all costs and expenses, including travel and lodging expense, that may be incurred by its Collaboration Committee representatives or other of its attendees at Collaboration Committee meetings, as a result of such meetings hereunder. Minutes of each Collaboration Committee meeting will be transcribed and issued to members of the Collaboration Committee by the chair (or the GENENTECH co-chair, as the case may be) 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 Parties hereby agree that (i) the chair of the Collaboration Committee shall be one of the GENENTECH Centocor representatives on the Collaboration Committee, as designated by GENENTECH; provided, however, that [***] the [***] after the Effective Date, the Collaboration Committee shall be [***] by a [***] on the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934Centocor. Collaboration Committee (as designated by [***]) and an [***] on the Collaboration Committee (as designated by [***]); (ii) all decisions of the Collaboration Committee shall be subject to the approval of the GENENTECH chair (including [***] the [***] there is a [***]); (iii) the The Collaboration Committee shall meet on a semi-annual basis or other schedule agreed upon by the Parties, unless at least thirty (30) days in advance of any meeting the chair (or co-chairs during the first twelve (12) months) of the Collaboration Committee determine determines that there is no need for a meeting (in which meeting. In such instance, Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission Pursuant to the Company’s application requesting confidential investment under Rule 24b-2 under the Securities Exchange Ace of 1934. the next Collaboration Committee meeting shall also be scheduled as agreed upon by the Parties); (iv) the . The location of meetings of the Collaboration Committee shall alternate between IMMUNOGENImmunoGen’s offices and Centocor’s offices in Cambridge, Massachusetts and GENENTECH’s offices in CaliforniaMaxxxxx/Xxxxxx/Xxxxxxx/ Xxxxxxxxxxxx/Xxxxxxxxxxx, Pennsylvania, respectively, unless otherwise agreed by the Parties and, as Parties. As agreed upon by the Parties, Collaboration Committee meetings may be face-to-face or may be conducted through teleconferences and/or videoconferences. In addition to its Collaboration Committee 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 all its own costs and expenses, including travel and lodging expense, that may be incurred by its Collaboration Committee representatives or other of its attendees at Collaboration Committee meetings, as a result of such meetings hereunder. Minutes of each Collaboration Committee meeting will be transcribed and issued to members of the Collaboration Committee by the chair (or the GENENTECH co-chair, as the case may be) 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 Parties hereby agree that (i) the chair of the Collaboration Committee JPDC shall be one of the GENENTECH representatives on the Collaboration CommitteeJPDC, as designated by GENENTECH; providedPROVIDED, howeverHOWEVER, that [***] during the [***] first twelve (12) months after the Effective Date, the Collaboration Committee JPDC shall be [***] co-chaired by a [***] GENENTECH representative on the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. Collaboration Committee JPDC (as designated by [***]GENENTECH) and an [***] IMMUNOGEN representative on the Collaboration Committee JPDC (as designated by [***]IMMUNOGEN); (ii) all . All decisions of the Collaboration Committee JPDC shall be subject to the approval of the GENENTECH chair (including [***] during the [***] period when there is a [***]co-chair from IMMUNOGEN); (iii) the Collaboration Committee . The JPDC shall meet on a semi-annual basis or other schedule agreed upon by the Parties, unless at least thirty (30) days in advance of any meeting the chair (or co-chairs during the first twelve (12) months) of the Collaboration Committee JPDC determine that there is no need for a meeting (in which meeting. In such instance, the next Collaboration Committee JPDC meeting shall also be scheduled as agreed upon by the Parties); (iv) the . The location of meetings of the Collaboration Committee JPDC shall alternate between IMMUNOGEN’s offices in Massachusetts and GENENTECH’s offices in California, unless otherwise agreed by the Parties and, as Parties. As agreed upon by the Parties, Collaboration Committee JPDC meetings may be face-to-face or may be conducted through teleconferences and/or videoconferences. In addition to its Collaboration Committee JPDC 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 all costs and expenses, including travel and lodging expense, that may be incurred by its Collaboration Committee JPDC representatives or other of its attendees at Collaboration Committee JPDC meetings, as a result of such meetings hereunder. Minutes of each Collaboration Committee JPDC meeting will be transcribed and issued to members of the Collaboration Committee Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. JPDC by the chair (or the GENENTECH co-chair), as the case may be) , 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 Parties hereby agree that (i) the chair of the Collaboration Committee JPDC shall be one of the GENENTECH representatives on the Collaboration CommitteeJPDC, as designated by GENENTECH; providedPROVIDED, howeverHOWEVER, that [***] during the [***] first twelve (12) months after the Effective Date, the Collaboration Committee JPDC shall be [***] co-chaired by a [***] GENENTECH representative on the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. Collaboration Committee JPDC (as designated by [***]GENENTECH) and an [***] IMMUNOGEN representative on the Collaboration Committee JPDC (as designated by [***]IMMUNOGEN); (ii) all . All decisions of the Collaboration Committee JPDC shall be subject to the approval of the GENENTECH chair (including [***] during the [***] period when there is a [***]co-chair from IMMUNOGEN); (iii) the Collaboration Committee . The JPDC shall meet on a semi-annual basis or other schedule agreed upon by the Parties, unless at least thirty (30) days in advance of any meeting the chair (or co-chairs during the first twelve (12) months) of the Collaboration Committee JPDC determine that there is no need for a meeting (in which meeting. In such instance, the next Collaboration Committee JPDC meeting shall also be scheduled as agreed upon by the Parties); (iv) the . The location of meetings of the Collaboration Committee JPDC shall alternate between IMMUNOGEN’s 's offices in Massachusetts and GENENTECH’s 's offices in California, unless otherwise agreed by the Parties and, as Parties. As agreed upon by the Parties, Collaboration Committee JPDC meetings may be face-to-face or may be conducted through teleconferences and/or videoconferences. In addition to its Collaboration Committee JPDC 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 all costs and expenses, including travel and lodging expense, that may be incurred by its Collaboration Committee JPDC representatives or other of its attendees at Collaboration Committee JPDC meetings, as a result of such meetings hereunder. Minutes of each Collaboration Committee JPDC meeting will be transcribed and issued to members of the Collaboration Committee by the chair (or the GENENTECH co-chair, as the case may be) 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.the

Chair of Committee; Meetings. The Parties hereby agree that (i) the chair of the Collaboration Committee JRC shall be one of the GENENTECH Lilly representatives (or at Lilly’s sole discretion, co-chaired by two Lilly representatives) on the Collaboration CommitteeJRC, as designated by GENENTECH; provided, however, that [***] the [***] after the Effective Date, the Collaboration Committee shall be [***] by a [***] on the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934Lilly. Collaboration Committee (as designated by [***]) and an [***] on the Collaboration Committee (as designated by [***]); (ii) all decisions of the Collaboration Committee shall be subject to the approval of the GENENTECH chair (including [***] the [***] there is a [***]); (iii) the Collaboration Committee The JRC shall meet on a semi-annual quarterly basis or other schedule agreed upon by the Parties, unless at least thirty (30) days the Parties mutually agree in advance of any scheduled meeting the chair (or co-chairs during the first twelve (12) months) of the Collaboration Committee determine that there is no need for a meeting (in which such meeting. In such instance, the next Collaboration Committee JRC meeting shall also be Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. scheduled as agreed upon by the Parties); (iv) the . The location of meetings of the Collaboration Committee JRC shall alternate between IMMUNOGENImmunoGen’s offices in Massachusetts and GENENTECHLilly’s offices in Californiaoffices, unless otherwise agreed by the Parties and, as Parties. As agreed upon by the Parties, Collaboration Committee JRC meetings may be face-to-face or may be conducted through teleconferences and/or or videoconferences, provided that at least two (2) JRC meetings during any Calendar Year shall be conducted face-to-face, unless otherwise agreed to by the Parties. In addition to its Collaboration Committee 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 all its own costs and expenses, including travel and lodging expense, that may be incurred by its Collaboration Committee JRC representatives or other of its attendees at Collaboration Committee JRC meetings, as a result of such meetings hereunder. Minutes of each Collaboration Committee JRC meeting will be transcribed and issued to members of the Collaboration Committee JRC by the chair Alliance Manager (or his or her designee) of one of the GENENTECH co-chair, as the case may be) 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.