Common use of Meetings and Minutes Clause in Contracts

Meetings and Minutes. The JGC shall meet [***] or as otherwise agreed to by the Parties, with the location of in-person meetings alternating between a location designated by Morphic and a location designated by AbbVie, with AbbVie designating the place of the first meeting. The chairperson of the JGC shall be responsible for calling meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] in advance of the applicable meeting; provided, that under exigent circumstances requiring input by the JGC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditioned, withheld or delayed). The chairperson of the JGC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance Manager.

Appears in 4 contracts

Samples: Collaboration and Option Agreement (Morphic Holding, Inc.), Collaboration and Option Agreement (Morphic Holding, Inc.), Collaboration and Option Agreement (Morphic Holding, Inc.)

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Meetings and Minutes. The JGC committees shall meet [***] quarterly by telephonic or tele video means, or, when necessary as otherwise agreed to by between the Parties, face-to-face, with the location of insuch face-person to-face meetings alternating between a location locations designated by Morphic HEMISPHERX and a location locations designated by AbbVie, with AbbVie designating the place of the first meetingIMPATIENTS. The chairperson of the JGC applicable committee shall be responsible for calling meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter thirty (30) Business Days’ notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] ten (10) Business Days in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCcommittee, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which meeting, such consent shall not to be unreasonably conditioned, withheld or delayed). The chairperson of the JGC committee shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] thirty (30) days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved committee. If the Parties cannot agree on the content of the minutes the objecting party shall be signed by each Alliance Managerappend a notice of objection with the specific details of the objection to the proposed minutes.

Appears in 4 contracts

Samples: Early Access Agreement (Hemispherx Biopharma Inc), Early Access Agreement (Hemispherx Biopharma Inc), Early Access Agreement (Hemispherx Biopharma Inc)

Meetings and Minutes. The JGC JSC shall meet [***] at least annually and the JDC and JCC shall meet quarterly, or in each case as otherwise agreed to by the Parties, with the location of in-person such meetings alternating between a location locations designated by Morphic Ablynx and a location locations designated by AbbVie, with AbbVie designating the place of the first meeting; […***…]. The chairperson of the JGC applicable Joint Committee shall be responsible for calling meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information Information with respect to such proposed items at least [***] in advance of the applicable meeting; provided, that under exigent circumstances requiring input by the JGCJoint Committee, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditioned, withheld or delayed)meeting. The secretary of the JSC and the chairperson of the JGC JDC and JCC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] after the applicable Joint Committee meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than […***…] following distribution of such minutes. If the next meeting Parties cannot agree on the content of the JGC, and such approved minutes the objecting Party shall be signed by each Alliance Managerappend a notice of objection with the specific details of the objection to the proposed minutes.

Appears in 3 contracts

Samples: Exclusive License Agreement (Ablynx NV), Exclusive License Agreement (Ablynx NV), Exclusive License Agreement (Ablynx NV)

Meetings and Minutes. The JGC Each Committee shall meet [***] ], or as otherwise agreed to by the Parties, with the location of in-person such meetings alternating between a location locations designated by Morphic Reata and a location locations designated by AbbVie, Xxxxxx (with AbbVie designating the place location of the first meetinginitial meeting determined by Party whose representative is the initial chairperson). The chairperson of the JGC Committee shall be responsible for calling meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter Business Days’ notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] Business Days in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCCommittee, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which meeting, such consent shall not to be unreasonably conditioned, withheld or delayed). The chairperson of the JGC Committee shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance ManagerCommittee.

Appears in 3 contracts

Samples: Collaboration Agreement (Reata Pharmaceuticals Inc), Collaboration Agreement (Reata Pharmaceuticals Inc), Collaboration Agreement (Reata Pharmaceuticals Inc)

Meetings and Minutes. The JGC JSC shall meet [***] semi-annually and the JDC and the JCC shall meet quarterly, or in each case as otherwise agreed to by the Parties, with the location of in-person such meetings alternating between a location locations designated by Morphic Galapagos and a location locations designated by AbbVie, with AbbVie designating the place of the first meetingXxxxxx […***…]. The chairperson of the JGC applicable Joint Committee shall be responsible for calling meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter thirty (30) Business Days’ notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] ten (10) Business Days in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCJoint Committee, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which meeting, such consent shall not to be unreasonably conditioned, withheld or delayed). The chairperson of the JGC Joint Committee shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] thirty (30) days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved Joint Committee. If the Parties cannot agree on the content of the minutes the objecting party shall be signed by each Alliance Managerappend a notice of objection with the specific details of the objection to the proposed minutes.

Appears in 2 contracts

Samples: Collaboration Agreement (Galapagos Nv), Collaboration Agreement (Galapagos Nv)

Meetings and Minutes. The During the pendency of the Research Term, the JGC shall meet [*]. Following [*], the JGC shall meet [*] or as ], and following [*], the JGC shall meet [*], but in each case unless otherwise agreed to by the Parties, with the . The location of in-person such meetings alternating shall alternate between a location locations designated by Morphic Licensor and a location locations designated by AbbVie, with AbbVie designating the place of the first meeting. The chairperson of the JGC shall be responsible for calling meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter Business Days’ notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] Business Days in advance of the applicable meeting; provided, that under exigent circumstances requiring input by the JGC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditioned, withheld or delayed)meeting. The chairperson of the JGC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance Manager.

Appears in 2 contracts

Samples: Development and License Agreement, Development and License Agreement (Principia Biopharma Inc.)

Meetings and Minutes. The JGC shall meet [***] or as otherwise agreed to Meetings of any Joint Committee may be called by the Parties, with the location of in-person meetings alternating between a location designated by Morphic and a location designated by AbbVie, with AbbVie designating the place of the first meeting. The chairperson of the JGC shall be responsible for calling meetings of the JGC either Party on no less than [***] notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] in advance of the applicable meeting; provided, that under exigent circumstances requiring input by the JGCJoint Committee, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which meeting, such consent shall not to be unreasonably conditioned, withheld or delayed). The chairperson of the JGC Joint Committee (or designee of their choosing) shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGCJoint Committee, and such approved minutes shall be signed by each Alliance Manager.

Appears in 2 contracts

Samples: Co Development and Option Agreement (Alector, Inc.), Co Development and Option Agreement (Alector, Inc.)

Meetings and Minutes. The JGC shall meet [***] or as Unless otherwise mutually agreed to by the Parties, the JRC will meet each [***] by audio or video teleconference and, at a minimum, [***] each Contract Year in person, with the location of in-person for such meetings alternating between a location designated Ginkgo and BLI facilities (or such other locations as are mutually agreed by Morphic and a location designated by AbbVie, with AbbVie designating the place Parties). Meetings of the first meetingJRC will be effective only if a quorum of the JRC (as defined in Section 3.4 (Procedural Rules)) is present or participating by videoconferencing. The chairperson of the JGC shall JRC will be responsible for calling meetings of the JGC on no less than [***] notice ([***]) Business Days’ notice, unless exigent circumstances require shorter notice. Each Party shall will make all proposals for agenda items at least [***] in advance of the applicable meeting and shall will provide all appropriate information with respect to such proposed items at least [***] ([***]) Business Days in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCJRC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which meeting, such consent shall not to be unreasonably conditionedwithheld, withheld conditioned or delayed). The chairperson of the JGC shall JRC will designate an individual to prepare and circulate for review and approval of the Parties minutes of each meeting within [***] ([***]) Business Days after the meeting. The Parties shall will agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance ManagerJRC.

Appears in 2 contracts

Samples: Collaboration Agreement (Soaring Eagle Acquisition Corp.), Collaboration Agreement (Berkeley Lights, Inc.)

Meetings and Minutes. The JGC JSC, DRC, MSC and JCC shall each meet [***] at locations to be mutually agreed upon by the Parties from time to time or as otherwise in accordance with Section 5.5.2, and at the frequencies provided for below, unless otherwise agreed to by the Parties: (i) the JSC shall meet at least [**] per Calendar Year; (ii) the DRC shall meet at least [**] per Calendar Year prior to[**], with and at least [**] per Calendar Year thereafter; (iii) the location of in-person meetings alternating between a location designated by Morphic and a location designated by AbbVie, with AbbVie designating MSC shall meet at least [**]per Calendar Year; and (iv) the place of the first meetingJCC shall meet at least [**] per Calendar Year. The chairperson of the JGC respective committee shall be responsible for calling meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCrespective committee, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed). The chairperson of the JGC respective committee shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance Managerrespective committee.

Appears in 2 contracts

Samples: Collaboration and License Agreement (Lexicon Pharmaceuticals, Inc.), Collaboration and License Agreement (Lexicon Pharmaceuticals, Inc.)

Meetings and Minutes. The JGC JDC shall meet [***] quarterly or any shorter period of time as otherwise agreed to by the Parties. The Parties may conduct meetings by means of teleconference, with the location of in-videoconference or other similar communications equipment, or meet in person meetings alternating between at a location designated by Morphic and Licensee or Licensor, provided that if one Party designated a location for an in-person meeting, the location for the next in-person meeting shall be designated by AbbVie, with AbbVie designating the place other Party. The location for the first in-person meeting shall be designated by Licensee. Meetings of the first meetingJDC shall be effective only if at least one (1) representative of each Party is participating. The chairperson of the JGC JDC shall be responsible for calling meetings of the JGC on no less than [***] fifteen (15) Business Days’ notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] five (5) Business Days in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] two (2) Business Days in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCJDC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed). The chairperson of the JGC JDC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] thirty (30) days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance ManagerJDC.

Appears in 2 contracts

Samples: License Agreement (ONCOSEC MEDICAL Inc), License Agreement

Meetings and Minutes. The JGC JSC shall meet [***] semi-annually and the JRC, the JDC and the JCC shall meet quarterly, or in each case as otherwise agreed to by the Parties, with the location of in-person such meetings alternating between a location locations designated by Morphic Galapagos and a location locations designated by AbbVie, with AbbVie designating the place of the first meeting; […***…]. The chairperson of the JGC applicable Joint Committee shall be responsible for calling meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter thirty (30) Business Days’ notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] ten (10) Business Days in advance of the applicable meeting; provided, that under exigent circumstances requiring input by the JGCa Joint Committee, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditioned, withheld or delayed)meeting. The respective chairperson of each Joint Committee, or in the JGC case of the JSC, the secretary, shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] thirty (30) days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved Joint Committee. If the Parties cannot agree on the content of the minutes the objecting Party shall be signed by each Alliance Managerappend a notice of objection with the specific details of the objection to the proposed minutes.

Appears in 2 contracts

Samples: Collaboration Agreement (Galapagos Nv), Collaboration Agreement (Galapagos Nv)

Meetings and Minutes. The JGC shall JSC will meet [***] or as otherwise agreed to by ], and more frequently should the Parties, with the chairpersons mutually agree. The location of in-person such meetings alternating will alternate between a location locations designated by Morphic Epizyme and a location locations designated by AbbVieBII. Both Party’s chairpersons shall initially establish the schedule of JSC meetings, with AbbVie designating the place of the first meeting. The chairperson of the JGC and such schedule shall be responsible continually updated to provide for calling the meetings of times and locations for the JGC on no less than next [***] notice unless exigent circumstances require shorter notice]. Each Party shall will make all proposals for agenda items at least [***] in advance of the applicable meeting and shall will provide all appropriate information Information with respect to such proposed items at least [***] in advance of the applicable meeting; providedprovided that, that under exigent circumstances requiring input by the JGCJSC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which meeting, such consent shall not to be unreasonably conditioned, withheld or delayed). The chairperson of the JGC shall JSC will designate an individual to prepare and circulate for review and approval of the Parties minutes of each meeting within [***] after the meeting. The Parties shall will agree on the minutes of each meeting promptly, but in no event later than [**] after the next meeting of the JGCmeeting, and a representative of each Party will execute such approved minutes shall be signed by each Alliance Manageragreed minutes.

Appears in 1 contract

Samples: Collaboration Agreement (Epizyme, Inc.)

Meetings and Minutes. The JGC JRC shall meet [***] ], either in person or as otherwise agreed to by the Parties, tele-/videoconference with the location venue of in-the in person meetings alternating between a location locations designated by Morphic BicycleTx and a location locations designated by AbbVieGenentech. At least [***] the JRC representatives shall meet in person, with AbbVie designating unless otherwise agreed by the place of the first meetingParties. The Alliance Manager shall be permitted to attend any such JRC meetings. The chairperson of the JGC JRC shall be responsible for calling meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCJRC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditioned, withheld or delayed)meeting. The chairperson chairpersons of the JGC JRC (or their designee) shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] after the meetingmeeting for the Parties’ review and approval. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting within [***] following circulation of the JGC, and such approved minutes shall be signed by each Alliance Managerdraft minutes.

Appears in 1 contract

Samples: Discovery Collaboration and License Agreement (BICYCLE THERAPEUTICS PLC)

Meetings and Minutes. The JGC Each JSC shall meet at least [***] or per year and each JMDRC, each JCC, the JMC and JFC shall each meet quarterly or, in each case, at such higher frequency as otherwise agreed to by the Parties, with the location of in-person meetings such meetings, if not virtual, alternating between a location locations designated by Morphic Myovant and a location locations designated by AbbVie, with AbbVie designating the place Pfizer. Representatives of the first meetingParties on a Committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. The chairperson of the JGC applicable Committee shall be responsible for calling meetings of the JGC on no less than [***] Business Days’ notice (unless exigent circumstances require the Parties consent in writing to a shorter noticenotice period). Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] Business Days in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCa Committee, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which meeting, such consent shall not to be unreasonably conditionedwithheld, withheld conditioned or delayed). The chairperson of the JGC a Committee shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance Managerapplicable Committee.

Appears in 1 contract

Samples: Collaboration and License Agreement (Myovant Sciences Ltd.)

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Meetings and Minutes. The JGC JSC shall meet [***]; provided that from and after Licensee or its Affiliates achieves aggregate Net Sales of [***] or as otherwise agreed in the Territory, Licensee shall have the option to by reduce the Parties, with the location frequency of insuch meetings to [***]. The co-person meetings alternating between a location designated by Morphic and a location designated by AbbVie, with AbbVie designating the place chairpersons of the first meeting. The chairperson of the JGC JSC shall be responsible for calling meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCJSC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed). The chairperson of the JGC JSC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] after the meeting. The Parties shall alternate the responsibility for keeping such meeting minutes. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance ManagerJSC.

Appears in 1 contract

Samples: License Agreement (Eyenovia, Inc.)

Meetings and Minutes. The JGC shall meet [***] quarterly or as otherwise agreed to by the Parties, with the location of in-person such meetings alternating between a location locations in the United States (unless the Parties otherwise agree) designated by Morphic I-Mab and a location locations designated by AbbVie, with AbbVie designating the place of the first meeting; provided that the JGC may meet by means of teleconference, videoconference or other similar communications equipment as mutually agreed upon by the representatives of each Party. The chairperson of the JGC shall be responsible for calling meetings of the JGC on no less than [***] ten (10) days’ notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] ten (10) days in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] five (5) days in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed). The chairperson of the JGC or AbbVie’s Alliance Manager shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] ten (10) Business Days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance Manager.

Appears in 1 contract

Samples: License and Collaboration Agreement (I-Mab)

Meetings and Minutes. The JGC Each Joint Committee shall meet hold meetings at such times as the Parties shall determine, but in no event less frequently than [****] during the Term or as otherwise agreed to by the Parties, with respect to the location JDC, JCC and JMC, commencing from and after the time such Joint Committee is established as provided herein. Meetings of each Joint Committee may be conducted by telephone, by video-conference, or in-person as determined by such Joint Committee. In-person meetings alternating of each Joint Committee, unless otherwise agreed, shall alternate between a location designated by Morphic REGENX’s offices and a location designated by AbbVie, with AbbVie designating the place PARTNER’s offices. The co-chairpersons of the first meeting. The chairperson of the JGC Joint Committees shall be responsible for calling meetings of the JGC on no less than [****] notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCa Joint Committee, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed). The chairperson co-chairpersons of the JGC each Joint Committee shall prepare and circulate for review and approval of the Parties Parties’ minutes of each meeting within [****] after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance Manager[****].

Appears in 1 contract

Samples: Collaboration and License Agreement (REGENXBIO Inc.)

Meetings and Minutes. The JGC shall meet [***] †], or as otherwise agreed to by the Parties, with the location of in-person such meetings alternating between a location locations designated by Morphic Licensor and a location locations designated by AbbVie, with AbbVie designating the place of the first meeting. The chairperson of the JGC shall be responsible for calling meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting applicable meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which meeting, such consent shall not to be unreasonably conditioned, withheld or delayed). The chairperson of the JGC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance Manager.

Appears in 1 contract

Samples: Option and License Agreement (Alpine Immune Sciences, Inc.)

Meetings and Minutes. The JGC shall meet [***] ], or as otherwise agreed to by the Parties, with the location of in-person such meetings alternating between a location locations designated by Morphic Harpoon and a location locations designated by AbbVie, with AbbVie designating the place of the first meeting. The Alliance Managers shall be permitted to attend any such JGC meetings. The chairperson of the JGC shall be responsible for calling meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditioned, withheld or delayed)meeting. The chairperson of the JGC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance Manager.

Appears in 1 contract

Samples: Development and Option Agreement (Harpoon Therapeutics, Inc.)

Meetings and Minutes. The JGC JDT shall meet at least [***] or as otherwise agreed to by the Parties. The JDT may meet in person, with by videoconference, by teleconference or similar means in which each participant can hear what is said by and be heard by the location of other participants as mutually agreed by the Parties; provided that such meetings shall be in-person at least [***] unless otherwise agreed by the Parties. In-person meetings shall be held at locations alternating between a location locations designated by Morphic ACI and a location locations designated by AbbVieTakeda, with AbbVie Takeda designating the place of the first in-person meeting. The chairperson of the JGC JDT shall be responsible for calling meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCJDT, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be ‌ ​ ‌ ​ ​ unreasonably conditionedwithheld, withheld conditioned or delayed). The chairperson of the JGC JDT (or his or her designee) shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in any event no event later than the next meeting of the JGCJDT, and such approved agreed minutes shall be signed by each Alliance Managerconverted to a finalized PDF version (which version shall constitute the official minutes for the applicable meeting).

Appears in 1 contract

Samples: Option and License Agreement (AC Immune SA)

Meetings and Minutes. The JGC JDC shall meet every [**] (of which at least [**] shall be in person) or as otherwise agreed to by the Parties, with the location of any in-person meetings alternating between a location reasonable locations designated by Morphic Licensee and a location reasonable locations designated by AbbVie, with AbbVie designating Nabriva. Either Party shall have the place of the first meeting. The chairperson of the JGC shall be responsible for calling right to call meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCJDC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed). The chairperson of the JGC JDC (or his or her designee) shall prepare and circulate the meeting agenda at least [**] in advance of the meeting, and shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] as promptly as possible after the meeting. The JDC representatives shall comment on the minutes, and the Parties shall agree on the finalized minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance Manager[**].

Appears in 1 contract

Samples: License Agreement (Nabriva Therapeutics PLC)

Meetings and Minutes. The JGC JSC shall meet [***] quarterly during the Initial Term or as otherwise agreed to by the Parties, with the location of in-person such meetings alternating between a location locations designated by Morphic NeuroMetrix and a location locations designated by AbbVie, with AbbVie designating the place of the first meetingGSK. The chairperson of the JGC JSC shall be responsible for calling meetings of the JGC on no less than [***] twenty (20) Business Days’ notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] fifteen (15) Business Days in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] five (5) Business Days in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCJSC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed). The chairperson of the JGC JSC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] thirty (30) days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance ManagerJSC.

Appears in 1 contract

Samples: Development and Services Agreement (NeuroMetrix, Inc.)

Meetings and Minutes. The JGC JSC shall meet [***] ], or at such frequency as otherwise agreed to by the Parties, either in person or by tele-/videoconference with the location venue of the in-person meetings alternating between a location locations designated by Morphic BicycleTx and a location locations designated by AbbVie, with AbbVie designating Ionis. The Alliance Manager shall be permitted to attend the place of the first meetingJSC meetings. The chairperson of the JGC JSC shall be responsible for calling meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCJSC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditioned, withheld or delayed)meeting. The chairperson chairpersons of the JGC JSC (or their designee) shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] after the meetingmeeting for the Parties’ review and approval. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting within [***] following circulation of the JGC, and such approved minutes shall be signed by each Alliance Managerdraft minutes.

Appears in 1 contract

Samples: Collaboration and License Agreement (Ionis Pharmaceuticals Inc)

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