Common use of JSC Membership Clause in Contracts

JSC Membership. Promptly, and in any event within [*] days following the Effective Date, the Parties will establish a joint steering committee (the “JSC”) as a forum for communication between the Parties in connection with their activities under this Agreement, to resolve Disputes that are properly escalated to the JSC pursuant to this Article 10 (Governance) and, to the extent Nurix exercises its Profit-Share Option, to serve as a forum for communication regarding Development and U.S. Commercialization activities with respect to the relevant Profit-Share Product during the Term that are relevant to this Agreement or the relevant Nurix Opt-In Agreement(s). The JSC will comprise [*] employee representatives of Xxxxxx and [*] employee representatives of Nurix (or such other equal number of representatives as the Parties may agree), and the Alliance Managers may also attend JSC meetings in a non-voting capacity. Subject to the foregoing, each Party will appoint its respective representatives to the JSC from time to time, and may change its representatives, in its sole discretion, effective upon notice to the other Party designating such change. The JSC shall have co-chairpersons (the “JSC Co-Chairs”), and each Party shall select from their representatives its respective JSC Co-Chair and may change its designated JSC Co-Chair in its sole discretion, effective upon notice to the other Party designating such change. The JSC Co-Chairs will be jointly responsible for calling meetings of the JSC, circulating agenda and performing administrative tasks required to assure efficient operation of the JSC. The JSC may from time to time establish one (1) or more committees, subcommittees, or other project teams or working groups (each, a “Subcommittee”) to perform certain duties and exercise certain powers of the JSC as expressly set forth in this Agreement or delegated by the JSC to such Subcommittee (e.g., in the event Nurix exercises a Profit-Share Option, one (1) or more Subcommittees to oversee and coordinate the Parties’ co-promotion activities and the sharing of profit/loss and development costs with respect to the applicable Profit-Share Product). The JSC and any Subcommittee, including the JRC, and each Joint Research Team, are each referred to herein as a “Committee.”

JSC Membership. PromptlyEach Party shall have an equal number of representatives on the JSC, who initially shall be the eight (8) individuals at the [*] (or other equivalent individuals having senior decision-making authority over JSC matters) as set forth in Exhibit F. The JSC may change its size from time to time by mutual consent of the Parties, provided that the JSC shall at all times consist of an equal number of representatives of each of Affymax and Takeda. Either Party may designate substitutes for its representatives if one (1) or more of such Party's designated representatives are unable to be present at a meeting. From time to time each Party may replace its representatives by written notice to the other Party specifying the prior representative(s) and their replacement(s). The initial representatives and any substitutes or replacements shall be designated consistent with the following principles: one (1) representative shall have appropriate expertise in the clinical Development of pharmaceutical products, one (1) representative shall have appropriate expertise in Commercialization of pharmaceutical products, and one (1) representative shall have expertise appropriate to the then-current state of Product Development or Commercialization; provided that the JSC may vary the expertise required for JSC representatives of each Party as it deems appropriate as the Parties gain experience with the [*] = 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Product, but in any event within at least one (1) of such representatives on the JSC shall be at the [*] days following in each of the Party's organizations. Affymax shall select one (1) of its representatives as the initial chairperson of the JSC. On April 1 of each year after the Effective Date, the Parties will establish a joint steering committee (shall rotate designation of the “JSC”) as a forum chairperson for communication between the Parties in connection with their activities under this Agreement, to resolve Disputes that are properly escalated to the JSC pursuant to this Article 10 (Governance) and, to the extent Nurix exercises its Profit-Share Option, to serve as a forum for communication regarding Development and U.S. Commercialization activities with respect to the relevant Profit-Share Product during the Term that are relevant to this Agreement or the relevant Nurix Opt-In Agreement(s)commencing year. The JSC will comprise [*] employee representatives of Xxxxxx and [*] employee representatives of Nurix chairperson shall be responsible for (or such other equal number of representatives as the Parties may agree)i) calling meetings, and (ii) preparing and circulating an agenda for the Alliance Managers may also attend JSC meetings in a non-voting capacity. Subject to the foregoingupcoming meeting, each Party will appoint its respective representatives to the JSC from time to time, and may change its representatives, in its sole discretion, effective upon notice to but shall have no special authority over the other Party designating such change. The JSC shall have co-chairpersons (the “JSC Co-Chairs”), and each Party shall select from their representatives its respective JSC Co-Chair and may change its designated JSC Co-Chair in its sole discretion, effective upon notice to the other Party designating such change. The JSC Co-Chairs will be jointly responsible for calling meetings members of the JSC, circulating agenda and performing administrative tasks required to assure efficient operation of the JSC. The JSC may from time to time establish one (1) or more committees, subcommittees, or other project teams or working groups (each, a “Subcommittee”) to perform certain duties and exercise certain powers of the JSC as expressly set forth in this Agreement or delegated by the JSC to such Subcommittee (e.g., in the event Nurix exercises a Profit-Share Option, one (1) or more Subcommittees to oversee and coordinate the Parties’ co-promotion activities and the sharing of profit/loss and development costs with respect to the applicable Profit-Share Product). The JSC and any Subcommittee, including the JRC, and each Joint Research Team, are each referred to herein as a “Committeeshall have no additional voting rights.”

JSC Membership. Promptly, and in any event within The JSC will be composed of a total of [***] days following representatives of each Party. Each Party will appoint its representatives to the Effective Date, the Parties will establish JSC. Each individual appointed by a joint steering committee (the “JSC”) Party as a forum for communication between representative to the JSC will be an employee of such Party or an independent contractor of such Party (provided that such independent contractor is not employed by a competitor of the other Party and provided that such independent contractor has agreed in writing to confidentiality provisions no less stringent than those set forth in this Agreement) with sufficient seniority within such Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities and have knowledge and expertise in the Development, manufacturing, and/or Commercialization of products similar to Final Product under this Agreement. The JSC may change its size from time to time by consent of its representatives, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in connection with their activities under this Agreement, to resolve Disputes that are properly escalated writing. Each Party may replace any of its JSC representatives at any time upon written notice to the JSC pursuant to this Article 10 (Governance) and, to the extent Nurix exercises its Profit-Share Option, to serve as a forum for communication regarding Development and U.S. Commercialization activities with respect to the relevant Profit-Share Product during the Term that are relevant to this Agreement or the relevant Nurix Opt-In Agreement(s)other Party. The JSC will comprise [*] employee representatives be chaired by one designated representative of Xxxxxx and [*] employee representatives of Nurix (or such other equal number of representatives as the Parties may agree), and the Alliance Managers may also attend JSC meetings in a non-voting capacity. Subject to the foregoing, each Party will appoint its respective representatives to the JSC from time to time, and may change its representatives, in its sole discretion, effective upon notice to the other Party designating such change. The JSC shall have co-chairpersons DRL (the “JSC Co-ChairsChairperson”). Such Chairperson will be responsible for (a) calling (subject to Section 2.4) and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, that the Chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each Party shall select from their representatives its respective JSC Co-Chair and may change its designated JSC Co-Chair in its sole discretion, effective upon notice to the other Party designating such change. The JSC Co-Chairs will be jointly responsible for calling meetings of the JSC, circulating agenda and performing administrative tasks required to assure efficient operation of the JSC. The JSC may from time to time establish one (1) or more committees, subcommittees, or other project teams or working groups (each, a “Subcommittee”) to perform certain duties and exercise certain powers representative of the JSC as expressly set forth in this Agreement or delegated by the JSC to such Subcommittee (e.g., in the event Nurix exercises a Profit-Share Option, one (1) or more Subcommittees to oversee for review and coordinate the Parties’ co-promotion activities and the sharing of profit/loss and development costs approval within [***]. Each Party shall provide all appropriate information with respect to such proposed items to be presented in a meeting (i.e., Development reports) [***]. Following each meeting, each JSC representative will have [***] in which to comment on and to approve or provide comments to the applicable Profit-Share Productminutes (such approval not to be unreasonably withheld, conditioned or delayed). The If a representative, within such time period, does not notify the Chairperson that such representative does not approve of the minutes, the minutes will be deemed to have been approved by such representative. Each JSC and any Subcommittee, including the JRC, and each Joint Research Team, are each referred representative will be subject to herein as a “Committeeconfidentiality obligations no less stringent than those in Article XII.”

JSC Membership. PromptlyEach Party shall have an equal number of representatives on the JSC, who initially shall be the eight (8) individuals at the [ * ] (or other equivalent individuals having senior decision-making authority over JSC matters) as set forth in Exhibit F. The JSC may change its size from time to time by mutual consent of the Parties, provided that the JSC shall at all times consist of an equal number of representatives of each of Affymax and Takeda. Either Party may designate substitutes for its representatives if one (1) or more of such Party’s designated representatives are unable to be present at a meeting. From time to time each Party may replace its representatives by written notice to the other Party specifying the prior representative(s) and their replacement(s). The initial representatives and any substitutes or replacements shall be designated consistent with the following principles: one (1) representative shall have appropriate expertise in the clinical Development of pharmaceutical products, one (1) representative shall have appropriate expertise in Commercialization of pharmaceutical products, and one (1) representative shall have expertise appropriate to the then-current state of Product [ * ] = 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 406 of the Securities Act of 1933, as amended. Development or Commercialization; provided that the JSC may vary the expertise required for JSC representatives of each Party as it deems appropriate as the Parties gain experience with the Product, but in any event within [*at least one (1) of such representatives on the JSC shall be at the [ * ] days following in each of the Party’s organizations. Affymax shall select one (1) of its representatives as the initial chairperson of the JSC. On April 1 of each year after the Effective Date, the Parties will establish a joint steering committee (shall rotate designation of the “JSC”) as a forum chairperson for communication between the Parties in connection with their activities under this Agreement, to resolve Disputes that are properly escalated to the JSC pursuant to this Article 10 (Governance) and, to the extent Nurix exercises its Profit-Share Option, to serve as a forum for communication regarding Development and U.S. Commercialization activities with respect to the relevant Profit-Share Product during the Term that are relevant to this Agreement or the relevant Nurix Opt-In Agreement(s)commencing year. The JSC will comprise [*] employee representatives of Xxxxxx and [*] employee representatives of Nurix chairperson shall be responsible for (or such other equal number of representatives as the Parties may agree)i) calling meetings, and (ii) preparing and circulating an agenda for the Alliance Managers may also attend JSC meetings in a non-voting capacity. Subject to the foregoingupcoming meeting, each Party will appoint its respective representatives to the JSC from time to time, and may change its representatives, in its sole discretion, effective upon notice to but shall have no special authority over the other Party designating such change. The JSC shall have co-chairpersons (the “JSC Co-Chairs”), and each Party shall select from their representatives its respective JSC Co-Chair and may change its designated JSC Co-Chair in its sole discretion, effective upon notice to the other Party designating such change. The JSC Co-Chairs will be jointly responsible for calling meetings members of the JSC, circulating agenda and performing administrative tasks required to assure efficient operation of the JSC. The JSC may from time to time establish one (1) or more committees, subcommittees, or other project teams or working groups (each, a “Subcommittee”) to perform certain duties and exercise certain powers of the JSC as expressly set forth in this Agreement or delegated by the JSC to such Subcommittee (e.g., in the event Nurix exercises a Profit-Share Option, one (1) or more Subcommittees to oversee and coordinate the Parties’ co-promotion activities and the sharing of profit/loss and development costs with respect to the applicable Profit-Share Product). The JSC and any Subcommittee, including the JRC, and each Joint Research Team, are each referred to herein as a “Committeeshall have no additional voting rights.”

JSC Membership. Promptly, and in any event within [*] days following the Effective Date, the Parties will establish a joint steering committee (the “JSC”) as a forum for communication between the Parties in connection with their activities under this Agreement, to resolve Disputes that are properly escalated to the JSC pursuant to this Article 10 (Governance) and, to the extent Nurix exercises its Profit-Share Option, to serve as a forum for communication regarding Development and U.S. Commercialization activities with respect to the relevant Profit-Share Product during the Term that are relevant to this Agreement or the relevant Nurix Opt-In Agreement(s). The JSC will comprise [*] shall be comprised of three (3) employee representatives of Xxxxxx AskBio and [*] three (3) employee representatives of Nurix Selecta (or such other equal number of representatives as the Parties may agree). Representatives from each Party shall be employees of such Party, and have appropriate technical credentials, experience and knowledge pertaining to and ongoing familiarity with the Alliance Managers may also attend JSC meetings in a non-voting capacityPOC Plans, the Therapeutic Development Plans and Commercialization Plans. Subject to One (1) of the foregoing, each Party will appoint its respective representatives to members of the JSC from time to time, appointed by AskBio and may change its representatives, in its sole discretion, effective upon notice to one (1) of the other Party designating such change. The members of the JSC appointed by Selecta shall have be designated the JSC co-chairpersons (the “JSC Co-Chairs”), and each Party shall select from their representatives its respective JSC Co-Chair and may change its designated JSC Co-Chair in its sole discretion, effective upon notice to the other Party designating such change. The Each JSC Co-Chairs will alternatively be jointly responsible for calling meetings of the JSC, circulating agenda and performing administrative tasks required to assure efficient operation of the JSC. The JSC may from time to time establish one (1) or more committees, subcommittees, or other project teams or working groups subcommittees (each, a “Subcommittee”) , and together with the JSC, the “Committees”), in addition to the PCC, JDC and JCC, to perform certain duties and exercise certain powers of the JSC as expressly set forth in this Agreement or delegated by the JSC to such Subcommittee (e.g., in Subcommittee. Either Party may replace its respective Committee representatives at any time with prior written notice to the other Party. In the event Nurix exercises a Profit-Share OptionCommittee member from either Party is unable to attend or participate in a Committee meeting, one (1) or more Subcommittees to oversee and coordinate the Parties’ co-promotion activities and Party who designated such representative may designate a substitute representative for the sharing of profit/loss and development costs with respect to the applicable Profit-Share Product)meeting in its sole discretion. The JSC and any Subcommittee, including each Subcommittee shall be promptly disbanded following the JRC, and each Joint Research Team, are each referred to herein as a “Committeeend of the Term.”