Common use of Decision Making Administrative Matters Clause in Contracts

Decision Making Administrative Matters. (a) All decisions of the Collaboration Committee shall be made by the unanimous decision of Celltech and Amgen, with the representatives of each Party who are members of the Collaboration Committee collectively having one vote in any matter requiring the approval of the Collaboration Committee. The Parties agree that all decisions regarding the Research, Development or Commercialisation of an Antibody Product will be made in the interests of maximising the value of the Antibody Product on a global basis. (b) If the Collaboration Committee is unable to reach unanimous agreement on any issue within its authority pursuant to Article 9.2, the Parties shall attempt to resolve such dispute in accordance with the provisions of Article 15. (c) The Collaboration Committee shall establish its own procedural rules for its operation, consistent with the terms of this Article 9.3(c). A chairperson for the Collaboration Committee shall be appointed from among its members. The chairperson shall be appointed on an annual basis and shall alternate each year between a Celltech representative and an Amgen representative, with Celltech being responsible for designating the chairperson for the First Contract Year after the Effective Date. The chairperson shall be responsible for calling meetings of the Collaboration Committee and for leading the meetings. A Collaboration Committee member of the Party hosting a meeting of the Collaboration Committee shall serve as secretary of that meeting. The secretary of the meeting shall prepare and distribute (within ten (10) Business Days following each meeting) to all members of the Collaboration Committee the minutes of the meeting. Such minutes shall provide a description in reasonable detail of the discussions held at the meeting and a list of any actions, decisions or determinations approved by the Collaboration Committee. The minutes of each Collaboration Committee meeting shall be approved or disapproved, and revised as necessary, at the next meeting. Final minutes of each meeting shall be distributed to the members of the Collaboration Committee by the chairperson. (d) The Collaboration Committee shall meet at least every six (6) months and in addition within [*] of a request by either Party to have such a meeting . Such meetings shall be held at such times as are mutually agreed upon by the Collaboration Committee. Meetings may take place by video conference or telephone conference or such other means as the Collaboration Committee shall decide, provided that all members of the Collaboration Committee shall meet in person at least [*]. Meetings held in person shall alternate between Amgen and Celltech locations. The first meeting shall be held at Celltech's facilities. (e) If a Party's representative is unable to attend a meeting, such Party may designate an appropriate alternate representative to attend such meeting in place of the absent representative. In addition, each Party may (at its discretion and with the consent of the other Party) invite additional employees, consultants or scientific advisors to attend the Collaboration Committee meetings.

Decision Making Administrative Matters. (a) All decisions of the Collaboration Committee shall be made The JCC will operate by the unanimous decision of Celltech and Amgen, with the consensus. The representatives of from each Party who are will have collectively one vote on behalf of that Party. If the members of the Collaboration Committee collectively having one vote JCC cannot reach consensus on a matter, the matter will be referred to the JSC for resolution as provided in any matter requiring the approval Section 3.6, and a special meeting of the Collaboration Committee. The Parties agree that all decisions regarding the Research, Development or Commercialisation of an Antibody Product will JSC may be made in the interests of maximising the value of the Antibody Product on a global basiscalled for such purpose. (b) If the Collaboration Committee is unable to reach unanimous agreement on any issue within its authority pursuant to Article 9.2, the Parties shall attempt to resolve such dispute in accordance with the provisions of Article 15. (c) The Collaboration Committee shall JCC will establish its own procedural rules for its operation, consistent with the terms of this Article 9.3(c). A chairperson for the Collaboration Committee shall be appointed from among its members6. The chairperson shall for each meeting of the JCC will be appointed on an annual basis and shall alternate each year between a Celltech representative and an Amgen representative, with Celltech being responsible for designating of the chairperson for the First Contract Year after the Effective DateParty hosting that meeting. The chairperson shall of each JCC meeting will alternate between the Parties. The chairperson will be responsible for calling regular meetings of the Collaboration Committee JCC and for leading the meetings. The regular meetings will be held at least once per calendar quarter either by phone, videoconference or in person. A Collaboration Committee JCC member of the Party hosting a the JCC meeting of the Collaboration Committee shall will serve as secretary of that meeting. The Within ten (10) business days following each meeting, the secretary of the meeting shall will prepare and distribute (within ten (10) Business Days following each meeting) to all members of the Collaboration Committee JCC the written minutes of the meeting. Such The minutes shall will provide a reasonably detailed description in reasonable detail of the meeting discussions held at the meeting and a list of any actions, decisions or determinations approved by the Collaboration CommitteeJCC. The minutes of each Collaboration Committee JCC meeting shall will be approved or disapproveddisapproved by each member within ten (10) business days of receipt, and revised as necessary, at the next meeting. Final minutes of each meeting shall will be distributed to the members of the Collaboration Committee JCC by the chairpersonchairperson prior to commencement of the next meeting. Each Party shall bear its own costs associated with its participation on the JCC, including all travel and living expenses. (d) The Collaboration Committee shall meet at least every six (6) months and in addition within [*] of a request by either Party to have such a meeting . Such meetings shall be held at such times as are mutually agreed upon by the Collaboration Committee. Meetings may take place by video conference or telephone conference or such other means as the Collaboration Committee shall decide, provided that all members of the Collaboration Committee shall meet in person at least [*]. Meetings held in person shall alternate between Amgen and Celltech locations. The first meeting shall be held at Celltech's facilities. (ec) If a Party's ’s representative is unable to attend a meeting, such that Party may designate an appropriate alternate representative with decision making authority for that Party to attend such meeting in place of the meeting. Any decision made by that attendee will be considered to be a decision made by the absent representative. In addition, each Party may (may, at its discretion (and with the consent of the other Party) ), invite additional employees, consultants or scientific advisors to attend the Collaboration Committee any JCC meetings. A quorum for each JCC meeting will consist of at least two (2) members from each Party.

Decision Making Administrative Matters. (a) All decisions of the Collaboration Committee shall be made by the unanimous decision of Celltech and Amgen, with the representatives of each Party who are members of the Collaboration Committee collectively having one vote in any matter requiring the approval of the Collaboration Committee. The Parties agree that all decisions regarding the Research, Development or Commercialisation of 77 an Antibody Product will be made in the interests of maximising the value of the Antibody Product on a global basis. (b) If the Collaboration Committee is unable to reach unanimous agreement on any issue within its authority pursuant to Article 9.2, the Parties shall attempt to resolve such dispute in accordance with the provisions of Article 15. (c) The Collaboration Committee shall establish its own procedural rules for its operation, consistent with the terms of this Article 9.3(c). A chairperson for the Collaboration Committee shall be appointed from among its members. The chairperson shall be appointed on an annual basis and shall alternate each year between a Celltech representative and an Amgen representative, with Celltech being responsible for designating the chairperson for the First Contract Year after the Effective Date. The chairperson shall be responsible for calling meetings of the Collaboration Committee and for leading the meetings. A Collaboration Committee member of the Party hosting a meeting of the Collaboration Committee shall serve as secretary of that meeting. The secretary of the meeting shall prepare and distribute (within ten (10) Business Days following each meeting) to all members of the Collaboration Committee the minutes of the meeting. Such minutes shall provide a description in reasonable detail of the discussions held at the meeting and a list of any actions, decisions or determinations approved by the Collaboration Committee. The minutes of each Collaboration Committee meeting shall be approved or disapproved, and revised as necessary, at the next meeting. Final minutes of each meeting shall be distributed to the members of the Collaboration Committee by the chairperson. (d) The Collaboration Committee shall meet at least every six (6) months and in addition within [*] of a request by either Party to have such a meeting . Such meetings shall be held at such times as are mutually agreed upon by the Collaboration Committee. Meetings may take place by video conference or telephone conference or such other means as the Collaboration Committee shall decide, provided that all members of the Collaboration Committee shall meet in person at least [*]. Meetings held in person shall alternate between Amgen and Celltech locations. The first meeting shall be held at Celltech's ’s facilities. (e) If a Party's ’s representative is unable to attend a meeting, such Party may designate an appropriate alternate representative to attend such meeting in place of the absent representative. In addition, each Party may (at its discretion and with the consent of the other Party) invite additional employees, consultants or scientific advisors to attend the Collaboration Committee meetings.

Decision Making Administrative Matters. (a) All decisions of the Collaboration Committee shall be made by the unanimous decision of Celltech and Amgen, with the representatives of each Party who are members of the Collaboration Committee collectively having one vote in any matter requiring the approval of the Collaboration Committee. The Parties agree that all decisions regarding the Research, Development or Commercialisation of an Antibody Product will be made in the interests of maximising the value of the Antibody Product on a global basis. (b) If the Collaboration Committee is unable to reach unanimous agreement on any issue within its authority pursuant to Article 9.2, the Parties shall attempt to resolve such dispute in accordance with the provisions of Article 15. (c) The Collaboration Committee shall establish its own procedural rules for its operation, consistent with the terms of this Article 9.3(c). A chairperson for the Collaboration Committee shall be appointed from among its members. The chairperson shall be appointed on an annual basis and shall alternate each year between a Celltech representative and an Amgen representative, with Celltech being responsible for designating the chairperson for the First Contract Year after the Effective Date. The chairperson shall be responsible for calling meetings of the Collaboration Committee and for leading the meetings. A Collaboration Committee member of the Party hosting a meeting of the Collaboration Committee shall serve as secretary of that meeting. The secretary of the meeting shall prepare and distribute (within ten (10) Business Days following each meeting) to all members of the Collaboration Committee the minutes of the meeting. Such minutes shall provide a description in reasonable detail of the discussions held at the meeting and a list of any actions, decisions or determinations approved by the Collaboration Committee. The minutes of each Collaboration Committee meeting shall be approved or disapproved, and revised as necessary, at the next meeting. Final minutes of each meeting shall be distributed to the members of the Collaboration Committee by the chairperson. (d) The Collaboration Committee shall meet at least every six (6) months and in addition within [*] of a request by either Party to have such a meeting meeting. Such meetings shall be held at such times as are mutually agreed upon by the Collaboration Committee. Meetings may take place by video conference or telephone conference or such other means as the Collaboration Committee shall decide, provided that all members of the Collaboration Committee shall meet in person at least [*]. Meetings held in person shall alternate between Amgen and Celltech locations. The first meeting shall be held at Celltech's ’s facilities. (e) If a Party's ’s representative is unable to attend a meeting, such Party may designate an appropriate alternate representative to attend such meeting in place of the absent representative. In addition, each Party may (at its discretion and with the consent of the other Party) invite additional employees, consultants or scientific advisors to attend the Collaboration Committee meetings.