Common use of Committee Meetings Clause in Contracts

Committee Meetings. Commencing in the first Calendar Quarter of 2017, the JSC and each of the Subcommittees that have been established shall each hold at least one (1) meeting per Calendar Quarter at such times during such Calendar Quarter as the chairperson elects to do so. Except where a Party fails to appoint a member or members to the JSC or its Subcommittees or fails to participate in meetings of the JSC or its Subcommittees pursuant to Section 3.5(b)(i), meetings of the JSC and the Subcommittees, respectively, shall be effective only if at least one (1) representative of each Party is present or participating. The JSC and its Subcommittees may meet either (i) in person at either Party’s facilities or at such locations as the Parties may otherwise agree or (ii) by audio or video teleconference; provided that no less than one (1) meeting during each Calendar Year shall be conducted in person, with such in-person meetings alternating between the locations of each Party, or as otherwise mutually agreed. Other representatives of each Party involved with the Licensed Product may attend meetings as non-voting participants, subject to the confidentiality provisions set forth in ARTICLE XIII. Additional meetings of the JSC and its Subcommittees may also be held with the consent of each Party, or as required under this Agreement, and neither Party shall unreasonably withhold its consent to hold such additional meetings. Each Party shall be responsible for all of its own expenses incurred in connection with participating in all such meetings.

Appears in 3 contracts

Samples: Collaboration and License Agreement (Incyte Corp), Collaboration and License Agreement (Merus N.V.), Collaboration and License Agreement (Incyte Corp)

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Committee Meetings. Commencing in the first Calendar Quarter of 2017, the The JSC and each of the Project Management Teams and Subcommittees that have been established shall each hold at least one (1) meeting per Calendar Quarter at such times during such Calendar Quarter as the chairperson elects to do so. Except where a Party fails to appoint a member or members to the JSC or its the Project Management Teams or Subcommittees or fails to participate in meetings of the JSC or its the Project Management Teams or Subcommittees pursuant to Section 3.5(b)(i)3.6, meetings of the JSC and the Project Management Teams or Subcommittees, respectively, shall be effective only if at least one (1) representative of each Party is present or participating. The JSC and its Subcommittees each Project Management Team or Subcommittee may meet either (ia) in person at either Party’s facilities in the United States or at such locations as the Parties may otherwise agree or (iib) by audio or video teleconference; provided that no less than one (1) JSC meeting during each Calendar Year shall be conducted in person, with such in-person meetings alternating between the locations of each Party, or as otherwise mutually agreed. Other representatives of each Party involved with the Licensed Product relevant Products may attend meetings as non-voting participants, subject to the confidentiality provisions set forth in ARTICLE XIIIArticle XI. Additional meetings of the JSC and its JSC, Project Management Teams or Subcommittees may also be held with the consent of each Party, or as required under this Agreement, and neither Party shall unreasonably withhold its consent to hold such additional meetings, or as required under this Agreement. Each Party shall be responsible for all of its own expenses incurred in connection with participating in all such meetings, and such expenses shall not be Development Costs or Allowable Expenses hereunder.

Appears in 2 contracts

Samples: License, Development and Commercialization Agreement (Incyte Corp), License, Development and Commercialization Agreement (Agenus Inc)

Committee Meetings. Commencing in the first Calendar Quarter of 2017, the JSC and each of the Subcommittees subcommittees that have been established shall each hold at least one (1) meeting per Calendar Quarter at such times during such Calendar Quarter as the chairperson elects Parties elect to do soso (such consent not to be unreasonably withheld, conditioned or delayed). Except where a Party fails to appoint a member or members to the JSC or its Subcommittees subcommittees or fails to participate in meetings of the JSC or its Subcommittees subcommittees pursuant to Section 3.5(b)(i)3.6, meetings of the JSC and the Subcommitteessubcommittees, respectively, shall be effective only if at least one (1) representative of each Party is present or participating. The JSC and its Subcommittees subcommittees may meet either (i) in person at either Party’s facilities or at such locations as the Parties may otherwise agree or (ii) by audio or video teleconference; provided that no less than one (1) meeting during each Calendar Year shall be conducted in person, with such in-person meetings alternating between the locations of each Party, or as otherwise mutually agreed. Other representatives of each Party involved with the Licensed Compound or Licensed Product may attend meetings as non-voting participants, subject to the confidentiality provisions set forth in ARTICLE XIII. Additional meetings of the JSC and its Subcommittees subcommittees may also be held with the consent of each Party, or as required under this Agreement, and neither Party shall unreasonably withhold its consent to hold such additional meetings. Each Party shall be responsible for all of its own expenses incurred in connection with participating in all such meetings.

Appears in 1 contract

Samples: Collaboration and License Agreement (Calithera Biosciences, Inc.)

Committee Meetings. (a) Commencing in the first Calendar Quarter of 20172010, the JSC and each of the Subcommittees that have been established subcommittees shall each hold at least one (1) meeting per Calendar Quarter at such times during such Calendar Quarter as the chairperson elects to do so. Except where a Party fails to appoint a member or members to the JSC or its Subcommittees subcommittees or fails to participate in meetings of the JSC or its Subcommittees subcommittees pursuant to Section 3.5(b)(i)3.6, meetings of the JSC and the Subcommitteessubcommittees, respectively, shall be effective only if at least one (1) representative of each Party is present or participating. The JSC and its Subcommittees subcommittees may meet either (i) in person at either Party’s facilities or at such locations as the Parties may otherwise agree or (ii) by audio or video teleconference; provided that no less than one (1) meeting during each Calendar Year shall be conducted in person, with such in-person meetings alternating between the locations of each Party, or as otherwise mutually agreed. Other representatives of each Party involved with the Licensed Product may attend meetings as non-voting non‑voting participants, subject to the confidentiality provisions set forth in ARTICLE XIIIXII. Additional meetings of the JSC and its Subcommittees subcommittees may also be held with the consent of each Party, or as required under this Agreement, and neither Party shall unreasonably withhold its consent to hold such additional meetings. Each Party shall be responsible for all of its own expenses incurred in connection with participating in all such meetings. (b) At the first meeting of each of the JSC, c-MET JDC and JAK JDC, such committee shall establish, as applicable, the efficacy and activity criteria for Viable Compounds, the assay conditions for c-MET testing activity and the assay conditions for JAK testing activity.

Appears in 1 contract

Samples: Collaboration and License Agreement (Incyte Corp)

Committee Meetings. Commencing in the first Calendar Quarter of 2017, the JSC The JDC and each of the Subcommittees that have been established shall each hold at least one (1) meeting per Calendar Quarter at such times during such Calendar Quarter as the chairperson elects to do so. Except where a Party fails to appoint a member or members to the JSC JDC or its the Subcommittees or fails to participate in meetings of the JSC JDC or its the Subcommittees pursuant to Section 3.5(b)(i)3.6, meetings of the JSC JDC and the Subcommittees, respectively, shall be effective only if at least one (1) representative of each Party is present or participating. The JSC JDC and its the Subcommittees may meet either (i) in person at either Party’s facilities or at such locations as the Parties may otherwise agree or (ii) by audio or video teleconference; provided that no less than one (1) meeting during each Calendar Year shall be conducted in person, with such in-person meetings alternating between the locations of each Party, or as otherwise mutually agreed. Other representatives of each Party involved with the Licensed Product Products (including representatives of such Party’s alliance management function) may attend meetings as non-voting non‑voting participants, subject to the confidentiality provisions set forth in ARTICLE XIIIXI. Additional meetings of the JSC JDC and its the Subcommittees may also be held with the consent of each Party, or as required under this Agreement, and neither Party shall unreasonably withhold its consent to hold such additional meetings. Each Party shall be responsible for all of its own expenses incurred in connection with participating in all such meetings.

Appears in 1 contract

Samples: License, Development and Commercialization Agreement (Incyte Corp)

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Committee Meetings. Commencing in the first Calendar Quarter of 20172010, the JSC and each of the Subcommittees that have been established subcommittees shall each hold at least one (1) meeting per Calendar Quarter at such times during such Calendar Quarter as the chairperson elects to do so. Except where a Party fails to appoint a member or members to the JSC or its Subcommittees subcommittees or fails to participate in meetings of the JSC or its Subcommittees subcommittees pursuant to Section 3.5(b)(i)3.6, meetings of the JSC and the Subcommitteessubcommittees, respectively, shall be effective only if at least one (1) representative of each Party is present or participating. The JSC and its Subcommittees subcommittees may meet either (i) in person at either Party’s facilities or at such locations as the Parties may otherwise agree or (ii) by audio or video teleconference; provided that no less than one (1) meeting during each Calendar Year shall be conducted in person, with such in-person meetings alternating between the locations of each Party, or as otherwise mutually agreed. Other representatives of each Party involved with the Licensed Product may attend meetings as non-voting participants, subject to the confidentiality provisions set forth in ARTICLE XIIIXII. Additional meetings of the JSC and its Subcommittees subcommittees may also be held with the consent of each Party, or as required under this Agreement, and neither Party shall unreasonably withhold its consent to hold such additional meetings. Each Party shall be responsible for all of its own expenses incurred in connection with participating in all such meetings.

Appears in 1 contract

Samples: Collaboration and License Agreement (Incyte Corp)

Committee Meetings. Commencing in the first Calendar Quarter of 2017, the JSC The JDC and each of the Subcommittees that have been established shall each hold at least one (1) meeting per Calendar Quarter at such times during such Calendar Quarter as the chairperson elects to do so. Except where a Party fails to appoint a member or members to the JSC JDC or its the Subcommittees or fails to participate in meetings of the JSC JDC or its the Subcommittees pursuant to Section 3.5(b)(i)3.6, meetings of the JSC JDC and the Subcommittees, respectively, shall be effective only if at least one (1) representative of each Party is present or participating. The JSC JDC and its the Subcommittees may meet either (i) in person at either Party’s facilities or at such locations as the Parties may otherwise agree or (ii) by audio or video teleconference; provided that no less than one (1) meeting during each Calendar Year shall be conducted in person, with such in-person meetings alternating between the locations of each Party, or as otherwise mutually agreed. Other representatives of each Party involved with the Licensed Product Products (including representatives of such Party’s alliance management function) may attend meetings as non-voting participants, subject to the confidentiality provisions set forth in ARTICLE XIIIXI. Additional meetings of the JSC JDC and its the Subcommittees may also be held with the consent of each Party, or as required under this Agreement, and neither Party shall unreasonably withhold its consent to hold such additional meetings. Each Party shall be responsible for all of its own expenses incurred in connection with participating in all such meetings.

Appears in 1 contract

Samples: License, Development and Commercialization Agreement (Incyte Corp)

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