Common use of Joint Governance Committee Clause in Contracts

Joint Governance Committee. The Councils shall establish a Joint Governance Committee (“JGC”) which shall: (a) comprise six Councillors from each Council (or such other number of Councillors as the Councils may from time to time agree, providing there is equal representation from each Council); (b) be politically balanced for each Council in accordance with the provisions of the Local Government and Housing Act 1989; (c) have the terms of reference set out in Part 3 of the Council’s constitution; (d) have no more than one Executive Member from each Council in its membership. (e) In the event of an appointed Councillor being unable to attend, remotely or otherwise, any meeting of the JGC, the relevant Member may appoint a Substitute Member to attend, provided that prior written notice of such substitution is given to the Director for Communities as the Proper Officer for such matters. (f) The JGC shall meet, remotely or otherwise, on at least four occasions in any municipal year. (g) The JGC shall meet from May to October each year at the Shoreham Centre and from November to April each year at Worthing Town Hall, or (h) The Chairman and Vice Chairman of JGC shall be appointed by each Council at its Annual Council Meeting. (i) The Chairman and Vice Chairman of any meeting of JGC shall be the Chairman and Vice Chairman of JGC of the Council in whose area a meeting should take place, had it been held in a physical location. In the absence of the Chairman and Vice-Chairman of JGC for the Council in whose area the meeting should take place, the Chairman of JGC from the other Council will act as Chairman for that meeting. (j) Each Member of JGC shall have one vote in its proceedings (to include Substitute Members appointed in accordance with this Agreement). The Chairman of JGC shall not have a casting vote. (k) JGC may arrange for the discharge of its functions by an Officer and in doing so will set out clearly any limits upon such delegation. (l) JGC may establish working groups to assist them in their work and in doing so will set clear terms of reference for them. Such working groups shall not be decision-making bodies. (m) JGC may establish sub-committees consisting solely of the Members of one Council to consider matters solely relating to that Council. (n) For a meeting of JGC to be quorate there must be at least 4 Members present and: at least 2 Members present from each Council where the business of the Committee relates to both the District of Adur and the Borough of Worthing; or at least one Member present from each Council where the business of the Committee relates to either the District of Adur or the Borough of Worthing. (o) The Councils’ Independent Persons, appointed under the Localism Act 2011, will be co-opted Members of Joint Governance Committee.

Joint Governance Committee. The Councils Within [Redacted] after the Effective Date, the Parties shall establish a joint governance committee (the “Joint Governance Committee (Committee” or “JGC”), which shall consist of three (3) which representatives from each of the Parties, each with the requisite experience and seniority to enable such representative to make decisions on behalf of the Party it represents with respect to the issues falling within the jurisdiction of the JGC. From time to time, each Party may substitute one or more of its representatives to the JGC on written notice to the other Party. Each Party shall select one of its representatives as a co-chairperson for the JGC and each Party may change its co-chairperson from time to time, on written notice to the other Party. The JGC shall: (a) comprise six Councillors from each Council (oversee and coordinate the Development of the Licensed Compounds and Licensed Products in the AbbVie Territory and the I-Mab Territory, including to review and approve any amendments or such other number updates to the Initial Development Plan, the AbbVie Territory Development Plan or the I-Mab Territory Development Plan and to review and discuss the progress of, and any results and data with respect to, and any Development reports provided by either Party with respect to, the Development of Councillors as Licensed Compounds and Licensed Products in the Councils may from time to time agree, providing there is equal representation from each Council)AbbVie Territory and the I-Mab Territory; (b) be politically balanced for each Council in accordance with direct and supervise the provisions of Initial Development Activities under the Local Government Initial Development Plan and Housing Act 1989review I-Mab’s progress against the Initial Development Plan; (c) have discuss the terms updates with respect to the Existing Multi-Specific Compounds given to the JGC pursuant to Section 4.1.3 and this Section 9.1; provided that if the Parties agree on Existing Multi-Specific Product ROFN Terms, then updates given to the JGC with respect to such Existing Multi-Specific Compound shall be subject to the requirements governing the reporting of reference set out in Part 3 of Licensed Compounds and Licensed Products to the Council’s constitutionJGC under this Agreement; (d) have no more than one Executive Member from discuss the anticipated content of each Council Data Package and determine whether any additional Information should be included in its membership.such Data Package; (e) In review and approve any clinical trial proposed by a Party at any clinical site in the event I-Mab Territory where the applicable agreement with such clinical site does not grant such Party sole ownership of an appointed Councillor being unable to attend, remotely or otherwise, any meeting all data and inventions generated as a result of the JGC, the relevant Member may appoint a Substitute Member to attend, provided that prior written notice of such substitution is given applicable clinical trial to the Director for Communities extent permitted under Applicable Law or with respect to any data and inventions generated as a result of the Proper Officer for applicable clinical trial that are not owned by such matters.Party, an exclusive, sublicensable (through multiple tiers) license to all data and inventions generated as a result of the applicable clinical trial to the extent permitted under Applicable Law; (f) The JGC shall meet, remotely or otherwise, on at least four occasions in any municipal year.discuss the Commercialization reports provided by AbbVie pursuant to Section 5.3.1; (g) The JGC shall meet from May oversee and coordinate the Commercialization of the Licensed Products in the I-Mab Territory, including to October each year at review and approve the Shoreham Centre initial I-Mab Territory Commercialization Plan and from November any amendments or updates thereto and to April each year at Worthing Town Hallreview and discuss the progress of, orand any results and data with respect to, the Commercialization of Licensed Products in the I-Mab Territory; (h) The Chairman discuss Commercialization strategies for the Licensed Products in the AbbVie Territory and Vice Chairman the I-Mab Territory and oversee information- and data-sharing between the Parties, where applicable, including establishment of JGC shall be appointed by access methods such as secured databases for each Council at its Annual Council Meeting.Party to access Confidential Information under this Agreement; (i) The Chairman establish Working Groups of the JGC as it may deem appropriate, and Vice Chairman discuss and review responsibilities of any meeting of JGC shall be the Chairman and Vice Chairman of JGC of the Council in whose area a meeting should take place, had it been held in a physical location. In the absence of the Chairman and Vice-Chairman of JGC for the Council in whose area the meeting should take place, the Chairman of JGC from the other Council will act as Chairman for that meeting.such Working Group; (j) Each Member of JGC shall have one vote in its proceedings (to include Substitute Members appointed in accordance coordinate with this Agreement). The Chairman of JGC shall not have a casting vote.the Joint Project Team, Joint CMC Working Group and Joint Regulatory Working Group; (k) JGC may arrange for resolve any disputes referred to it by the discharge of Parties or Working Groups that are under its functions by an Officer and in doing so will set out clearly any limits upon such delegation.jurisdiction; and (l) JGC perform such other functions as are set forth herein, if and as applicable, or as the Parties may establish working groups to assist them mutually agree in their work and in doing so will set clear terms of reference for them. Such working groups shall not be decision-making bodieswriting. (m) JGC may establish sub-committees consisting solely of the Members of one Council to consider matters solely relating to that Council. (n) For a meeting of JGC to be quorate there must be at least 4 Members present and: at least 2 Members present from each Council where the business of the Committee relates to both the District of Adur and the Borough of Worthing; or at least one Member present from each Council where the business of the Committee relates to either the District of Adur or the Borough of Worthing. (o) The Councils’ Independent Persons, appointed under the Localism Act 2011, will be co-opted Members of Joint Governance Committee.