Common use of Discontinuation of Participation on a Committee Clause in Contracts

Discontinuation of Participation on a Committee. Each of the JSC and JPC shall continue to exist until the first to occur of (a) the Parties mutually agreeing to disband such committee, (b) Concert providing to Jazz written notice of its intention to disband and no longer participate in such committee; provided that Concert may only exercise such right to disband a committee following the completion of the first Phase 1 Clinical Trial of a Licensed Product or, if later, completion of all activities assigned to Concert under the Development Plan; or (c) Jazz providing to Concert written notice of its intention to disband and no longer participate in such committee; provided that Jazz may only exercise such right to disband following the completion of all activities under the Development Plan. In addition, by providing Concert written notice, Jazz may, following the completion of the first Phase 2 PoC Clinical Trial of a Licensed Product, reduce the frequency of JSC meetings to [**] times per calendar year. After a committee is disbanded under clauses (a) or (c) of this Section 3.3, any decisions previously within the purview of such committee shall be decisions between the Parties under the terms of Section 3.1(d) or 3.2(d), as applicable, provided that in circumstances where the Parties fail to agree and the decision would be made by (i) the JSC chairperson pursuant to Section 3.1(d), then Jazz shall make such decision or (ii) the independent Third Party expert pursuant to Section 3.2(d), then such independent Third Party expert shall make such decision. After the JSC is disbanded under clause (b) of this Section 3.3, any decisions previously within the purview of the JSC shall be made by Jazz and references in this Agreement to the JSC shall thereafter be deemed to be references to Jazz. After the JPC is disbanded under clause (b) of this Section 3.3, any decisions previously within the purview of the JPC that pertain to a Licensed Patent that is not a Platform Licensed Patent shall be made by Jazz, and references in this Agreement to the JPC with respect to such Licensed Patents shall thereafter be deemed to be references to Jazz; provided that (A) such decisions shall be implemented by patent counsel selected by Jazz, (B) Concert shall have the right to review and comment on Jazz’s preparation, filing, prosecution and maintenance of such Licensed Patents, and Jazz will provide all relevant and material documents to Concert sufficiently

Discontinuation of Participation on a Committee. The activities to be performed by each Committee shall solely relate to governance under this Agreement, and are not intended to be or involve the delivery of services. Each of the JSC and JPC Committee shall continue to exist until the first to occur of of: (a) the Parties mutually agreeing to disband such committee, the Committee; (b) Concert Sangamo providing to Jazz written notice to Novartis of its intention to disband and no longer participate in such committee; provided that Concert may only exercise such right to disband a committee following the completion of the first Phase 1 Clinical Trial of a Licensed Product or, if later, completion of all activities assigned to Concert under the Development PlanCommittee; or (c) Jazz providing (i) with respect to Concert written notice of its intention to disband the JSC and no longer participate in such committee; provided that Jazz may only exercise such right to disband following the completion of all activities under JRC, the Development Plan. In addition, by providing Concert written notice, Jazz may, following the completion expiration of the first Phase 2 PoC Clinical Trial of a Licensed Productlast-to-expire Collaboration Term and (ii) with respect to the JPC, reduce the frequency of JSC meetings to on an Exclusive Gene Target-by-Exclusive Gene Target basis, [**] times per calendar year]. After Once a committee is disbanded Committee ceases to exist as provided in the previous sentence, such Committee shall have no further obligations under clauses this Agreement; provided, that, (aA) or if the Committee (cother than the JPC) ceases to exist prior to the expiration of this Section 3.3the Collaboration Term for any Exclusive Gene Target, any then for the remainder of the Collaboration Term for such Exclusive Gene Target, the decisions previously within the purview of such committee Committee with respect to the Collaboration Plan (including the Collaboration Budget) for, or ZFPs that Specifically Bind to, such Exclusive Gene Target shall be decisions as between the Parties under Parties, subject to the other terms and conditions of Section 3.1(dthis Agreement (including the decision-making provisions applicable to such Committee, which shall apply to decisions of the Parties, mutatis mutandis) and (B) if the JPC ceases to exist while the prosecution for any Sangamo Patent, [*] Licensed Patent, [*] Joint Patent or 3.2(d)Other Joint Patent is still ongoing, then each Party shall appoint a representative and for as applicablelong as such prosecution is ongoing, provided that in circumstances where those representatives will coordinate and assume all roles and responsibilities of the JPC, and the Parties fail to agree and the decision would be made by (i) the JSC chairperson pursuant to Section 3.1(d), then Jazz shall make such decision or (ii) the independent Third Party expert pursuant to Section 3.2(d), then such independent Third Party expert shall make such decision. After the JSC is disbanded under clause (b) of this Section 3.3, any will assume all decisions previously within the purview of the JSC shall be made by Jazz and references JPC, in this Agreement to the JSC shall thereafter be deemed to be references to Jazz. After the JPC is disbanded under clause (b) of this Section 3.3each case, any decisions previously within the purview of the JPC that pertain to a Licensed Patent that is not a Platform Licensed Patent shall be made by Jazz, and references in this Agreement to the JPC with respect to such Licensed Patents shall thereafter Patent Rights and, if applicable, the corresponding Inventions. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be deemed to be references to Jazz; provided that (A) such decisions shall be implemented by patent counsel selected by Jazz, (B) Concert shall have the right to review and comment on Jazz’s preparation, filing, prosecution and maintenance of such Licensed Patents, and Jazz will provide all relevant and material documents to Concert sufficientlycompetitively harmful if publicly disclosed. Confidential Execution Version

Discontinuation of Participation on a Committee. Each Without limiting Section 11.09, with respect to the JOC, each of the JSC Subcommittees and JPC each of the Working Groups shall continue to exist until the first to occur of (a) in the case of the JOC and each Subcommittee, the Parties mutually agreeing to disband such committee, (b) Concert in the case of a Working Group, the Subcommittee forming such Working Group determining to disband such Working Group, or (c) Ophthotech providing to Jazz Novartis with written notice of its intention to disband and no longer participate in such committeecommittee or Working Group; provided that Concert that, Ophthotech may only exercise such right to disband a committee or Working Group following the completion of the first Phase 1 Clinical Trial of a Licensed Product or, if later, completion of all activities assigned to Concert under the Development Plan; or (c) Jazz providing to Concert written notice of its intention to disband and no longer participate in such committee; provided that Jazz may only exercise such right to disband following the completion of all activities under the Development Plan. In addition, by providing Concert written notice, Jazz may, following the completion of the first Phase 2 PoC Clinical Trial of a Licensed Product, reduce the frequency of JSC meetings to [**] times per calendar yearanniversary of EU Regulatory Approval of the Standalone Product. After the JOC, a committee Subcommittee or a Working Group is disbanded under clauses (a) or (c) of this Section 3.32.11, any decisions decision previously within the purview of such committee or Working Group shall be made directly between the Parties and the provisions of Sections 2.08(c) and 2.08(d) shall apply to such decisions between the Parties under as if such matters had been first considered by the terms of Section 3.1(d) or 3.2(d)JOC. In addition, as applicable, provided that in circumstances where after the Parties fail to agree and the decision would be made by (i) the JSC chairperson pursuant to Section 3.1(d), then Jazz shall make such decision or (ii) the independent Third Party expert pursuant to Section 3.2(d), then such independent Third Party expert shall make such decision. After the JSC JOC is disbanded under clause (b) of this Section 3.32.11, any decisions previously within the purview of the JSC shall be made by Jazz and references in this Agreement to the JSC shall thereafter be deemed to be references to Jazz. After the JPC is disbanded under clause (b) of this Section 3.3, any decisions previously within the purview of the JPC that pertain to a Licensed Patent that is not a Platform Licensed Patent shall be made by Jazzeither Party may change its designated Executive Officer, and references in this Agreement to the JPC Ophthotech may request, and Novartis shall provide Ophthotech, within [**] days after such request, not more frequently than [**], a reasonably detailed written update with respect to such Licensed Patents shall thereafter be deemed Novartis’ activities related to the Development and Commercialization of Product(s) with the Parties to mutually agree on the reasonable scope of information to be references included therein. Ophthotech shall have the opportunity to Jazzreasonably seek further explanation or clarification of material matters related to such Development and Commercialization, and Novartis shall use Commercially Reasonable Efforts to provide such explanation or clarification. In addition, at any time when Ophthotech, its Affiliates or any Person that acquired Ophthotech in an Ophthotech Change in Control has filed for Regulatory Approval in the Novartis Territory or is Commercializing in the Novartis Territory an Ophthotech Anti-VEGF Product, and has not terminated all Development and Commercialization of such Ophthotech Anti-VEGF Product in the Novartis Territory, the JOC, each Subcommittee and each Working Group shall limit the scope of their oversight of the Parties’ collaboration hereunder to exclude discussions, decision-making or other oversight over matters relating to products comprising or consisting of anti-VEGF products; provided that (A) the Parties shall consult and coordinate with one another to the extent reasonably necessary to preserve the value of the Products in the Parties’ respective territories on matters such decisions shall be implemented by patent counsel selected by Jazz, (B) Concert as pharmacovigilance and Manufacturing and that in no event Novartis shall have any obligation to provide information related to anti-VEGF products in the right to review and comment on Jazz’s preparation, filing, prosecution and maintenance of such Licensed Patents, and Jazz will provide all relevant and material documents to Concert sufficientlyOphthotech Territory.

Discontinuation of Participation on a Committee. Each Unless earlier disbanded pursuant to Section 3.1.6 with respect to a JSC, each of the JSC JSCs and the JPC shall continue to exist until the first to occur of (ai) the Parties mutually agreeing to disband such committee, or (bii) Concert a Party providing to Jazz the other Parties written notice of its intention to disband and no longer participate in such committee; provided that Concert (A) [**] may only exercise such right to disband a committee following the completion of the first Phase 1 Clinical Trial of a Licensed Product or, if later, completion of all activities assigned to Concert under the Development PlanProduct; or (cB) Jazz providing to Concert written notice of its intention to disband and no longer participate in such committee; provided that Jazz [**] may only exercise such right to disband following the completion of all activities under the Development Plan. In addition, by providing Concert written notice, Jazz may, a committee following the completion of the first Phase 2 PoC III Clinical Trial of a Licensed Product; and (C) if all JSCs have not been disbanded, reduce the frequency JPC shall continue to exist for the purpose of discussing patent matters relating to the Concert Patents that cover Licensed Products for which a JSC meetings continues to [**] times per calendar yearexist. After a committee is disbanded under clauses clause (ai) or (cii) of this Section 3.33.4, any decisions previously within the purview of such committee shall be decisions between the Parties under the terms of Section 3.1(d) or 3.2(d), as applicable, and must be mutually agreed; provided that in circumstances where after First Phase 1 Completion any disputes between the Parties fail to agree and the decision would be made by (i) the JSC chairperson pursuant to Section 3.1(d), then Jazz shall make such decision or (ii) the independent Third Party expert pursuant to Section 3.2(d), then such independent Third Party expert shall make such decision. After the JSC is disbanded under clause (b) of this Section 3.3, any decisions regarding a matter previously within the purview of the JSC such committee shall be made decided by Jazz and references in this Agreement [**], but shall be subject to the limitations set forth in clauses (A) and (B) of Section 3.3.2(ii). In addition, after a JSC shall thereafter be deemed to be references to Jazz. After the JPC is disbanded under clause (b) of this Section 3.3, any decisions previously within 3.4 and before the purview first commercial sale of the JPC that pertain to a Licensed Patent Product that is not a Platform Licensed Patent shall be made by Jazzwas subject to such JSC’s oversight, no more than [**], Concert may request, and references in this Agreement Celgene shall use Commercially Reasonable Efforts to the JPC provide Concert within [**] days after such request, a reasonably detailed written update with respect to such Celgene’s activities related to the applicable Licensed Patents shall thereafter be deemed to be references to Jazz; provided that (A) such decisions shall be implemented by patent counsel selected by Jazz, (B) Product. Concert shall have the right opportunity to review reasonably seek further explanation or clarification of matters covered in such updates and comment on Jazz’s preparation, filing, prosecution to provide observations and maintenance of such Licensed Patentssuggestions to Celgene regarding the subject matter thereof, and Jazz will Celgene shall use Commercially Reasonable Efforts to provide all relevant such explanation or clarification and material documents to Concert sufficientlyshall consider such observations and suggestions in good faith.