Common use of JSC Subcommittees Clause in Contracts

JSC Subcommittees. Each such Subcommittee, other than the JMC, which will be established and will operate as provided for above, will be constituted and will operate as the JSC determines. HMI will designate a co-chairperson of each Subcommittee and NVS will designate a co-chairperson of each Subcommittee, each of whom will be a Party’s representative who is a member of such Subcommittee. Every [***] the co-chairpersons of each Subcommittee will alternate serving in the role of “lead co-chairperson.” The lead co-chairperson or his or her designee will be responsible for calling meetings, preparing and circulating an agenda in advance of each meeting, and preparing and issuing minutes of each meeting within [***] thereafter. Such minutes shall be deemed finalized unless any applicable Subcommittee member objects to the accuracy of such minutes within [***] of receipt of such minutes. Each Party may replace its representatives and co-chairpersons on each such Subcommittee at any time upon written notice to the other Party. Each Party will be responsible for all of its own expenses of participating in any Subcommittee meeting. Each Subcommittee and its activities will be subject to the oversight of the JSC. No Subcommittee’s authority may exceed that specified for such Subcommittee in this Article 5 (Governance). Any disagreement between the representatives of the Parties on a Subcommittee will be resolved in accordance with Section 5.6 (Decision-Making).

JSC Subcommittees. The JSC may, from time to time, establish subcommittees as it deems necessary to further the purposes of this Agreement and Research and Development Program (a “JSC Subcommittee”), including as necessary to oversee and coordinate the Parties’ activities related to the Research and Development Program, and may delegate activities to such JSC Subcommittees. Each such JSC Subcommittee shall undertake the activities delegated to it by the JSC. During the process of establishing each JSC Subcommittee, other than the JMC, which will be established and will operate as provided for above, will be constituted and will operate as the JSC determines. HMI will designate shall agree regarding which matters within the scope of the JSC’s authority that each such JSC Subcommittee may resolve on its own (with discretion to refer any matter to the JSC for a co-chairperson of each Subcommittee final decision) and NVS will designate a co-chairperson of each Subcommittee, each of whom will be a Party’s representative who is a member of which matters such Subcommittee. Every [***] the co-chairpersons of each JSC Subcommittee will alternate serving in advise the role of “lead coJSC regarding (and with respect to which such advice-chairperson.” The lead co-chairperson or his or her designee will be responsible for calling meetings, preparing and circulating an agenda in advance of each meeting, and preparing and issuing minutes of each meeting within [***] thereafter. Such minutes shall be deemed finalized unless any applicable Subcommittee member objects to specific matters the accuracy of such minutes within [***] of receipt of such minutesJSC must resolve). Each Party may replace any of its designated JSC Subcommittee representatives and co-chairpersons on each such Subcommittee at any time upon with reasonable prior written notice to the other Party. Each Party shall designate one (1) of its representatives on each JSC Subcommittee to serve as the co-chairperson of such committee, who will be jointly responsible for all calling meetings of its own expenses the JSC Subcommittee, circulating agendas and performing administrative tasks required to assure efficient operation of participating in the JSC Subcommittee, but shall not have any Subcommittee meetingextra or additional votes or authority. Each The co-chairpersons or their designees shall alternate responsibility for circulating agendas no later than [**] prior to each meeting of the applicable JSC Subcommittee and its activities will be subject to the oversight distributing minutes of meetings of the JSC. No applicable JSC Subcommittee’s authority may exceed that specified for such Subcommittee in this Article 5 (Governance). Any disagreement between the representatives of the Parties on a Subcommittee will be resolved in accordance with Section 5.6 (Decision-Making).