Common use of JSC Meetings Clause in Contracts

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 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 [***] in advance of each JSC meeting date and the 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 JSC 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 action taken at any meeting of the JSC shall be effective unless at least one (1) representative from each Party is participating.

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 will meet once every [***]. Meetings may be cancelled, year or rescheduled, upon agreement by at least one (1) representative from each Party. Meetings will be held by videoconference or teleconference unless an in-person meeting is as otherwise mutually agreed by the Parties. The location of any in-person for meetings will be established alternate between Nurix and Gilead facilities (or such other location as is determined by the JSC). Employees and Alternatively, the JSC may meet by means of teleconference, videoconference or other representatives similar means. As appropriate, additional employees or consultants of each Party who are not members may from time to time attend the JSC meetings as nonvoting observers; provided that any such consultant will agree in writing to comply with the confidentiality obligations substantially similar to those under this Agreement; and provided further that no Third Party personnel may attend unless otherwise agreed by both Parties. Each Party will bear its own expenses related to the attendance of the JSC meetings by its representatives. Each Party may attend also call for special meetings of the JSC as required to further activities contemplated resolve particular matters requested by this Agreement, subject to such Party upon ten (10) Business Days’ prior written approval of notice to 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 [***] in advance of each JSC meeting date and the chair will accept all agenda items timely submitted. The JSC chair shall Chair or his/her designee will 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 Chair or his/her designee will send meeting minutes to all JSC members promptly following each meeting, and of the JSC members shall promptly after a meeting for review. Each member will have five (5) Business Days from receipt in which to comment on and to approve or provide comments to the minutes (such approval not to be unreasonably withheld, conditioned 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 JSCdelayed). If a member, within such time period, does not notify the JSC representative of a Party is unable to participate in a meeting Chair that he/she does not approve of the minutes, the minutes will be deemed to have been approved by such member. Each Party’s JSC members may designate another staff member of such Party, which could be the Alliance Manager, who will coordinate the administrative work surrounding JSC, such Party may designate an alternate to participate in such meeting in place including sending the notice of holding JSC meetings, creating the absent representative, provided that such alternate is bound by written obligations draft of confidentiality and nonuse no less restrictive than those contained in this Agreement. No action taken at any meeting of minutes or distributing the JSC shall be effective unless at least one (1) representative from each Party is participatingminutes.

JSC Meetings. The Unless otherwise agreed, 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 meet at least one (1) representative from each Partyquarterly and more frequently when required. Meetings The first JSC meeting will be held by videoconference or teleconference unless an in-person meeting is agreed by within ninety (90) days after the Parties. The location of any in-person Effective Date and thereafter meetings will be established held alternately at the offices of Dynavax and AstraZeneca unless the Parties agree on another location, or by the JSCteleconference or videoconference. Employees and other representatives of each Party who are not members A quorum of the JSC shall exist whenever there is present at a meeting each of the Alliance Managers or their respective designees. A JSC representative for AstraZeneca shall chair the first JSC meeting and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thereafter a JSC representative of the Party which is hosting such JSC meeting at its offices, will chair such meeting. In addition, the JSC may act without a formal meeting by a written memorandum signed by the Alliance Managers. The JSC may also invite other personnel of the Parties to attend meetings of the JSC as required appropriate to further activities contemplated by this Agreementthe agenda for such meeting, subject after giving notice to prior written approval of the other Party Party. Whenever any action by the JSC is required hereunder during a time period in which the JSC is not scheduled to meet, either Alliance Manager shall have the right to call a special meeting or the Alliance Managers may cause the JSC to take the action without a meeting in the applicable time period. Any such additional meetings shall be held at places and provided such attendee is bound on dates selected 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 [***] in advance of each JSC meeting date and the chair will accept all agenda items timely submittedAlliance Managers. The JSC chair shall keep minutes of each JSC meeting that record in writing all matters discussedmay by unanimous consent, decisions made, action items assigned amend or completed and other appropriate matters. The JSC chair shall circulate expand upon 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 foregoing procedures for all of its own expenses of participating in the JSC. If a JSC 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 action taken at any meeting of the JSC shall be effective unless at least one (1) representative from each Party is participatinginternal operations.

JSC Meetings. The Unless otherwise agreed, 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 meet at least one (1) representative from each Partyquarterly and more frequently when required. Meetings The first JSC meeting will be held by videoconference or teleconference unless an in-person meeting is agreed by within ninety (90) days after the Parties. The location of any in-person Effective Date and thereafter meetings will be established held alternately at the offices of Dynavax and AstraZeneca unless the Parties agree on another location, or by the JSCteleconference or videoconference. Employees and other representatives of each Party who are not members A quorum of the JSC shall exist whenever there is present at a meeting each of the Alliance Managers or their respective designees. A JSC representative for AstraZeneca shall chair the first JSC meeting and thereafter a JSC representative of the Party which is hosting such JSC meeting at its offices, will chair such meeting. In addition, the JSC may act without a formal meeting by a written memorandum signed by the Alliance Managers. The JSC may also invite other personnel of the Parties to attend meetings of the JSC as required appropriate [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. to further activities contemplated by this Agreementthe agenda for such meeting, subject after giving notice to prior written approval of the other Party Party. Whenever any action by the JSC is required hereunder during a time period in which the JSC is not scheduled to meet, either Alliance Manager shall have the right to call a special meeting or the Alliance Managers may cause the JSC to take the action without a meeting in the applicable time period. Any such additional meetings shall be held at places and provided such attendee is bound on dates selected 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 [***] in advance of each JSC meeting date and the chair will accept all agenda items timely submittedAlliance Managers. The JSC chair shall keep minutes of each JSC meeting that record in writing all matters discussedmay by unanimous consent, decisions made, action items assigned amend or completed and other appropriate matters. The JSC chair shall circulate expand upon 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 foregoing procedures for all of its own expenses of participating in the JSC. If a JSC 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 action taken at any meeting of the JSC shall be effective unless at least one (1) representative from each Party is participatinginternal operations.

JSC Meetings. The JSC shall hold meetings will meet at such times as it elects least once per Calendar Quarter unless the Parties mutually agree in writing to do so, but in no event shall such meetings be held less frequently a different frequency. No later than once every [***]. Meetings may be cancelled, or rescheduled, upon agreement by at least one (1) representative from each Party. Meetings will be held by videoconference or teleconference unless an in-person ] prior to any 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 (or such shorter time period as the Parties may attend meetings agree), the chairperson for the upcoming meeting 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 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 providing at least [***] 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 advance which event such Party will provide the members of each the JSC no later than [***] prior to the special meeting date with an agenda for the meeting and materials reasonably adequate to enable an informed discussion of the chair will accept all agenda items timely submittedmatters to be considered. The JSC chair shall keep may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, alternating meetings 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 [***]. The chairperson for a meeting will be responsible for preparing reasonably detailed written minutes of each JSC such meeting that record in writing all matters discussed, reflect material decisions made, made and action items assigned or completed and other appropriate mattersidentified at such meetings. The JSC chair shall circulate the chairperson will send draft meeting minutes to all JSC members promptly following each meeting, and member of the JSC members shall promptly provide comments or for review and approval of such minutes, but in no event later than within [***] after the next relevant JSC meeting. Each Party shall Such minutes will be responsible for all of its own expenses of participating in the JSC. If a JSC 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 action taken at any meeting deemed approved unless one or more members of the JSC shall be effective unless at least one (1) representative from each Party is participatingobjects to the accuracy of such minutes within [***] of receipt.