Common use of JSC Meetings Clause in Contracts

JSC Meetings. The JSC will meet at least [***] unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference, or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers to provide the members of the JSC no later than [***] Business Day prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least [***] will be in person unless the Parties agree in writing to waive such requirement. In‑person JSC meetings will be held at locations alternately selected by each Party. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] is present or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Such minutes will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt.

JSC Meetings. The JSC will meet at least [***] unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference, or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers to provide the members of the JSC JSC, no later than [***] Business Day prior to the special meeting meeting, with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. In addition to any items set forth on the agenda for a meeting of the JSC, at each meeting of the JSC, Takeda will provide an update on all activities performed by or on behalf of Takeda in connection with the Exploitation of the Products since the last meeting of the JSC, and evaluate the activities performed against all relevant plans. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least [***] will be in person unless the Parties agree in writing to waive such requirement. In‑person JSC meetings will be held at locations alternately selected by each Partyagreed locations. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] of each Party (which [***] is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Such minutes will be deemed approved unless one or more [***] members of the JSC objects object to the accuracy of such minutes within [***] Business Days of receipt.

JSC Meetings. 2.2.2.1 The JSC will meet at least [***] unless once per Calendar Quarter (or more or less frequently as agreed by the Parties in writing). The meetings may occur in person or via teleconference or videoconference. For in person meetings, the location of JSC meetings will alternate between a location designated by GSK and a location designated by Wave. Each Party may also call for special meetings of the JSC to discuss matters requested by such Party (to the extent within the purview of the JSC or as otherwise mutually agree agreed by the Parties). As appropriate, the Parties may invite, on written confirmation by email to the other Party, a reasonable number of its employees that are needed for the specific discussion, and external consultants and scientific advisors only upon notice and written approval of the other Party, to attend its meetings as non-voting observers; provided that such invitees are bound by appropriate confidentiality and non-use obligations substantially similar to the ones set forth in writing to a different frequencythis Agreement. No later The Alliance Managers will provide the members of the JSC with reasonable notice, which shall be no less than [***] Business Days prior to any notice of each regularly scheduled meeting of the JSC (or such shorter time period as the Parties may agree)except under exceptional circumstances and, the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference, or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party extent reasonably believes that a significant matter must be addressed prior to practicable under the next scheduled meetingcircumstances, in which event such Party will work with the chairperson of the JSC and the Alliance Managers to provide the members of the JSC no later less than [***] Business Day prior to notice of any special meetings of the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, called by videoconference or by teleconference. Notwithstanding the foregoing, at least [***] will be in person unless the Parties agree in writing to waive such requirement. In‑person JSC meetings will be held at locations alternately selected by each either Party. Each Party will bear the expense of be responsible for its respective JSC members’ participation own expenses in JSC attending such meetings. . 2.2.2.2 Meetings of the JSC will be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will be responsible for preparing agendas (together with the Co-Chairs) and, after each JSC meeting, preparing reasonably detailed written minutes (in English) of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers Minutes will send draft meeting minutes to each member of the JSC be circulated via e-mail for review and JSC approval within [***] days after each JSC meeting. Such Approval of JSC meeting minutes will be deemed approved documented in the minutes of the next JSC meeting. 2.2.2.3 For the avoidance of doubt, any references to a written report being prepared by the Parties and submitted or reviewed at the JSC, or at any Subcommittee, may be in the form of a visual presentation (with supporting analysis as required) unless one or more members the Parties mutually agree otherwise. In addition, where approval of the JSC objects to is required in writing this may be as documented in minutes at a JSC meeting or recorded by email between the accuracy Parties and subsequently noted at the next JSC and recorded in the minutes of such minutes within [***] Business Days of receiptJSC meeting.

JSC Meetings. 23- ACTIVE/130546626.2 ​ ​ ​ (a) The JSC will meet at least [***] unless regularly in accordance with a schedule agreed to by the Parties mutually agree in writing to a different frequencybut no less than once every Calendar Quarter, or otherwise on an ad-hoc basis as reasonably requested by either Party. No later than [(***] ) Business Days prior to any regular meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will jointly prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference, or in person) by providing at least [***] Business Days prior written notice to so long as the other Party if consents to such Party reasonably believes that later additional of such agenda items. The JSC will agree on a significant matter must be addressed prior to the next scheduled chairperson, such chairperson will rotate between Galapagos and Adaptimmune on a meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers to provide the members of the JSC no later than [***] Business Day prior to the special -by-meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be consideredbasis. The JSC may meet in person, by videoconference person or by means of teleconference. Notwithstanding the foregoing, at least [***] will be in person unless the Parties agree in writing to waive such requirement. In‑person JSC meetings will be held at locations alternately selected by each Partyinternet conference, videoconference, or other similar communications equipment. Each Party will bear its own travel, lodging and telecommunication expenses related to participation in and attendance at such meetings by its JSC representatives. (b) Each Party may invite non-voting observers to attend any JSC meeting; provided that any such observers who are not employees of either Party or its Affiliates may only attend with the expense prior written consent of its respective the other Party, which consent will not be unreasonably withheld. All such observers will be bound by confidentiality, non-disclosure and non-use obligations similar to those contained in Article 12 (Confidentiality; Publication), or which are otherwise acceptable to both Parties. (c) Galapagos’ Alliance Manager and Adaptimmune’s Alliance Manager will alternate responsibility for preparing written reasonably detailed draft minutes of each meeting of the JSC, and will provide the draft minutes to the Alliance Manager of the other Party within (***) Business Days after such meeting to coordinate review and approval by such other Party’s JSC members’ participation , which such JSC members will provide any comments within (***) Business Days of receipt of such written draft minutes. The Parties will limit the content of such minutes to factual statements regarding the status and results of work under the Collaboration Plan and of any actions proposed or decisions made by the JSC. The Parties will refrain from including any opinions or other extraneous content in such minutes. The JSC meetings. Meetings of minutes will become official when approved by the JSC at the next regularly scheduled JSC meeting, it being understood that actionable items approved and directed by the JSC will be effective only if at least [***] is present commence notwithstanding the formal approval of JSC minutes. Any discrepancies or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes disputes with respect to the content of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Such minutes will be deemed approved unless one or more members of resolved by the Parties prior to being presented at a JSC objects to the accuracy of such minutes within [***] Business Days of receiptmeeting for approval.

JSC Meetings. The JSC shall hold meetings at such times as it elects to do so, but in no event shall such meetings be held less frequently than once every [***]. Meetings may be cancelled, or rescheduled, upon agreement by at least one (1) representative from each Party. Meetings will meet be held by videoconference or teleconference unless an in-person meeting is agreed by the Parties. The location of any in-person meetings will be established by the JSC. Employees and other representatives of each Party who are not members of the JSC may attend meetings of the JSC as required to further activities contemplated by this Agreement, subject to prior written approval of the other Party and provided such attendee is bound by written obligations of confidentiality and nonuse no less restrictive than those contained in this Agreement. To the extent practicable, each Party’s JSC members will provide proposed agenda items to the chair at least [***] unless in advance of each JSC meeting date and the Parties mutually agree chair will accept all agenda items timely submitted. The JSC chair shall keep minutes of each JSC meeting that record in writing all matters discussed, decisions made, action items assigned or completed and other appropriate matters. The JSC chair shall circulate the meeting minutes to all JSC members promptly following each meeting, and the JSC members shall promptly provide comments or approval of such minutes, but in no event later than the next JSC meeting. Each Party shall be responsible for all of its own expenses of participating in the JSC. If a different frequencyJSC representative of a Party is unable to participate in a meeting of the JSC, such Party may designate an alternate to participate in such meeting in place of the absent representative, provided that such alternate is bound by written obligations of confidentiality and nonuse no less restrictive than those contained in this Agreement. No later than [***] Business Days prior to action taken at any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to shall be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference, or in person) by providing effective unless at least [***] Business Days prior written notice to the other one (1) representative from each Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers to provide the members of the JSC no later than [***] Business Day prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least [***] will be in person unless the Parties agree in writing to waive such requirement. In‑person JSC meetings will be held at locations alternately selected by each Party. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] is present or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Such minutes will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receiptparticipating.