Meetings. The JSC will meet at least once per [***] during the Term 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] 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 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 [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 4 contracts
Sources: Collaboration Agreement (Coherus BioSciences, Inc.), Collaboration Agreement (Surface Oncology, Inc.), Collaboration Agreement (Surface Oncology, Inc.)
Meetings. The JSC JCC will meet at least once per [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC JCC (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 will be free to 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 JCC (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 of both Parties JCC to provide the members of the JSC JCC no later than [***] Business Days 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 considereddecision. The JSC JCC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding In-person JCC meetings will be held at locations in the foregoing, United States alternately selected by Surface and by Novartis or at any other location mutually agreed by the members of the JCC. Meetings of the JCC will be effective only if at least one (1) meeting per [***] representative of each Party is present or participating in such meeting. Each Party will be in person unless report to the Parties mutually agree in writing JCC on all material issues relating to waive the Commercialization of Regional Licensed Products promptly after such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartisissues arise. Each Party will bear the expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JCC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JCC chairperson will send draft meeting minutes to each member of the JSC JCC for review and approval within [***] Business Days after each JSC JCC meeting. Such minutes Minutes will be deemed approved unless [***] members of the JSC objects JCC object to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC JCC at the next JSC JCC meeting, and will be signed by the Alliance Managers.
Appears in 4 contracts
Sources: Collaboration Agreement (Coherus BioSciences, Inc.), Collaboration Agreement (Surface Oncology, Inc.), Collaboration Agreement (Surface Oncology, Inc.)
Meetings. The JSC will JRDC shall meet at least once per […***…] during the Term per Calendar Quarter, unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JRDC, the Alliance Managers will chairperson of the JRDC shall 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 JRDC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, provided, however, at least one (1) meeting per […***…] will shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC JRDC meetings will shall be held at locations alternately selected by Surface Dimension and by NovartisBayer. Each Party will shall bear the expense of its respective JSC JRDC members’ participation in JSC JRDC meetings. Meetings of the JSC will JRDC shall 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 chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JSC JRDC meetings that reflect reflect, without limitation, all material decisions made and action items identified at such meetings. The Alliance Managers will JRDC chairperson shall send draft meeting minutes to each member of the JSC JRDC for review and approval within […***…] Business Days after each JSC JRDC meeting. Such minutes will shall be deemed approved unless [***] one or more members of the JSC JRDC objects to the accuracy of such minutes within […***…] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 4 contracts
Sources: Collaboration and License Agreement (Ultragenyx Pharmaceutical Inc.), Collaboration and License Agreement (Dimension Therapeutics, Inc.), Collaboration and License Agreement (Dimension Therapeutics, Inc.)
Meetings. The JSC JDC will meet at least once per [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC JDC (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 will be free to 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 JDC (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 of both Parties Manager to provide the members of the JSC JDC no later than [***] Business Days 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 considereddecision. The JSC JDC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations in the United States alternately selected by Surface and by NovartisNovartis or at any other location mutually agreed by the members of the JDC. Each Party will report to the JDC on all material issues CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. relating to the Development of Antibody Candidates and Licensed Products for and in the Territory promptly after such issues arise. Each Party will bear the expense of its respective JSC JDC members’ participation in JSC JDC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JDC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JDC chairperson will send draft meeting minutes to each member of the JSC JDC for review and approval within [***] Business Days after each JSC JDC meeting. Such minutes Minutes will be deemed approved unless [***] members of the JSC JDC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC JDC at the next JSC JDC meeting, and will be signed by the Alliance Managers.
Appears in 3 contracts
Sources: Collaboration Agreement (Surface Oncology, Inc.), Collaboration Agreement (Surface Oncology, Inc.), Collaboration Agreement (Surface Oncology, Inc.)
Meetings. The JSC Joint Research Committee shall hold its first meeting, in person, within thirty (30) days after the Effective Date. The JRC will meet at least once per on a [***] during the Term unless basis, or at such other frequency as the Parties mutually agree agree, in writing person or by telephone at mutually acceptable times and locations. Prior to a different frequency. No later than each [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JRC, the Alliance Managers each Party 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 deliver to the other Party if such Party reasonably believes that a significant matter must be addressed prior report of the status and results of its Research Program activities and, to the next scheduled meetingextent not covered by a confidentiality obligation owed to any Third Party, a report on any other activities related to protein antagonists of ▇▇▇ and, in which event such Party the case of COBI, a report on COBI’s other activities related to the research and development of Licensed Products since the last report. Each report delivered under the preceding sentence will work with be in a format mutually agreed upon by the Parties. A representative of COBI shall serve as the chairperson of the JSC JRC. The chairperson will be responsible for leading meetings, but will otherwise have no greater authority on the JRC than any other member. A JRC member designated by AVEO will serve as secretary of the meetings of the JRC. The secretary will be responsible for promptly preparing and the Alliance Managers of both Parties distributing to provide the all members of the JSC no later than [***] Business Days prior to JRC draft minutes of meetings for review and comment, including a list of all actions and decisions approved by the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be consideredJRC. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding minutes of each meeting of the foregoing, at least one (1) meeting per [***] JRC will be in person unless formally approved by the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held JRC at locations alternately selected by Surface and by Novartisits next regularly scheduled meeting. Each Party will bear the expense of use reasonable efforts to cause its respective JSC members’ participation in JSC meetings. Meetings representatives to attend meetings of the JSC will be effective only if JRC. In addition, each Party may, at its discretion, invite a reasonable number of non-member employees, and, with the consent of the other Party, consultants and scientific advisors, to attend meetings of the JRC or the relevant portion thereof; provided, that any such consultants and scientific advisors are bound by written obligations of confidentiality and restrictions on use of Confidential Information at least [***] representative of as stringent as those set forth in Article VI. During the Research Term the working groups from each Party (will hold informal update meetings, in person or by videoconference or teleconference, on a monthly basis, which representative is not such Party’s Alliance Manager) is present or participating meetings shall be 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 [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects addition to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersJRC meetings held under this Section 2.3(c).
Appears in 3 contracts
Sources: Development and Licensing Agreement, Research and License Agreement (Aveo Pharmaceuticals Inc), Research and License Agreement (Aveo Pharmaceuticals Inc)
Meetings. The JSC will meet at least once per [***] during the Term 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 after its formation and for as long as the Parties jointly Develop, Manufacture and/or Commercialize the Opt-In Product. The Joint Steering Committee may agree)conduct such meetings by telephone, videoconference, or in person as determined by the Alliance Managers will prepare and circulate an agenda for such meeting; chair, provided, however, that either Party may propose additional topics the Joint Steering shall to be included on such agenda, either prior to or the extent reasonably possible meet 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 person at least [*****] Business Days prior written every calendar year. Each Party’s Alliance Manager will ensure that its Joint Steering Committee members receive adequate notice to the other of such meetings. A 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 may call special meetings of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than Joint Steering Committee with at least [***] Business Days 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 one (1) meeting per [***] will be prior written notice, except in person unless exigent circumstances, to resolve particular matters requested by a Party and within the Parties mutually agree in writing to waive such requirement. Indecision-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear making responsibility of the expense of its respective JSC members’ participation in JSC meetingsJoint Steering Committee. Meetings of the JSC will be effective Joint Steering Committee fulfill the requirements of this Section 9.9.3 only if at least [*****] representative representatives of each Party (which representative is not such Party’s Alliance Manager) is present or participating participate in such meeting. The Alliance Managers will be Each Party may invite a reasonable number of participants, in addition to its representatives, to attend Joint Steering Committee meetings; provided that if either Party intends to have any Third Party (including any consultant) attend such a meeting, such Party shall provide prior written notice to the other Party. Such Party shall ensure that such Third Party is bound by confidentiality and non-use obligations consistent with the terms of this Agreement. Each Party is responsible for preparing reasonably detailed written minutes of its own expenses incurred in connection with participating in and attending 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 Manager of the JSC Party chairing the meeting shall record the minutes of the Joint Steering Committee meeting in writing. Such minutes shall be circulated to the other Party’s Alliance Manager no later than [*****] following the meeting for review review, comment and approval of the other Party. If no comments are received within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects receipt of the minutes by the other Party, unless otherwise agreed, they shall be deemed to be approved by the accuracy of such other Party. Furthermore, if the Parties are unable to reach agreement on the minutes within [*****] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC applicable meeting, and will the sections of the minutes that have been mutually agreed between the Parties by that date shall be signed by deemed approved and, in addition, each Party shall record in the Alliance Managerssame document its own version of those sections of the minutes on which the Parties were not able to agree.
Appears in 3 contracts
Sources: Collaboration and License Agreement (CureVac B.V.), Collaboration and License Agreement (CureVac B.V.), Collaboration and License Agreement (CureVac B.V.)
Meetings. The JSC JRC will meet at least once per [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC JRC (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 will be free to 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 JRC (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 of both Parties Manager to provide the members of the JSC JRC no later than [***] Business Days 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 considereddecision. The JSC JRC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JRC meetings will be held at locations in the United States alternately selected by Surface and by NovartisNovartis or at any other location mutually agreed by the members of the JRC. Each Party will report to the JRC on all material issues relating to the Research of Antibody Candidates promptly after such issues arise. Each Party will bear the expense of its respective JSC JRC members’ participation in JSC JRC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JRC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JRC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JRC chairperson will send draft meeting minutes to each member of the JSC JRC for review and approval within [***] Business Days after each JSC JRC meeting. Such minutes Minutes will be deemed approved unless [***] members of the JSC JRC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC JRC at the next JSC JRC meeting, and will be signed by the Alliance Managers. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Appears in 3 contracts
Sources: Collaboration Agreement (Surface Oncology, Inc.), Collaboration Agreement (Surface Oncology, Inc.), Collaboration Agreement (Surface Oncology, Inc.)
Meetings. The JSC will Each Committee shall meet at least once one (1) time per [***] calendar quarter during the Term 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 frequency 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 meetingmeetings. Either Party may also call a special meeting of the JSC a Committee (by videoconference, teleconference videoconference or in personteleconference) by providing at least [***] Business Days prior written notice (or [***] prior written notice solely with respect to the JSC) to the other Party if in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, in which event and such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to shall provide the members of the JSC Committee no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to decision. Meetings may be considered. The JSC may meet held in person, by videoconference or by audio or video teleconference. Notwithstanding the foregoing; provided that unless otherwise agreed by both Parties, at least one (1) meeting per [***] will year shall be held in person unless the Parties mutually agree in writing to waive such requirement. Inperson, and all in-person JSC Committee meetings will shall be held at locations alternately selected by Surface and by Novartisthe Parties. Each Party will bear the expense shall be responsible for all of its respective JSC members’ participation own expenses of participating in JSC JSC, JRC, JDC, JMC and JPC meetings. Meetings No action taken at any meeting of the JSC will a Committee shall be effective only if unless at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meetingparticipating. The Alliance Managers will chairperson of the applicable Committee shall be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, all material decisions made and action items identified at such meetings. The Alliance Managers will chairperson of the applicable Committee (or its designee) shall send draft meeting minutes to each member of the JSC applicable Committee for review and approval within [***] Business Days after each JSC meeting. Such minutes will shall be deemed approved unless [***] one or more members of the JSC applicable Committee objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersCONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH PORTIONS. ASTERISKS DENOTE OMISSIONS.
Appears in 2 contracts
Sources: Collaboration, License and Option Agreement (Cue Biopharma, Inc.), Collaboration, License and Option Agreement (Cue Biopharma, Inc.)
Meetings. The JSC will shall, after appointment of its initial members, meet at least once per [***] during every Calendar Quarter at times mutually agreed upon by the Term unless Parties, and at least two (2) of such meetings each year shall be held in person. The location of the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting meetings of the JSC (or such shorter time period as to be held in person shall be agreed upon by the Parties may agree(with the intent that it should alternate between the Parties’ respective headquarters locations or be held at the time and sites of major medical conferences attended by both Parties). Additionally, 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 upon written notice to the other (by videoconferenceand which meeting shall be scheduled promptly at mutually agreeable times) (a) to make any determination under this Agreement that cannot reasonably be postponed until the next scheduled JSC meeting, teleconference or in person(b) by providing at least for the purpose of [***] Business Days prior written notice Confidential treatment requested pursuant to a request for confidential treatment filed with the other Party if such Party Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. resolving disputes in connection with, or for the purpose of reviewing or making a decision pertaining to, any material matter within the purview of the JSC, the examination or resolution of which cannot reasonably believes that a significant matter must be addressed prior to postponed until the next scheduled meeting, in which event JSC meeting or (c) as reasonably necessary to review other matters occurring between JSC meetings. Each such Party will work with the chairperson special meeting of the JSC and shall be convened at such time as may be mutually agreed upon by the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days 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 Parties, but in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will any event shall be held at locations alternately selected by Surface and by Novartis. 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 [***] 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 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 [***] Business Days after each JSC delivery of the written notice described in the immediately preceding sentence. Each Party shall use reasonable efforts to cause its representatives to attend the meetings of the JSC. If a representative of a Party is unable to attend a meeting, such Party may designate an alternate to attend such meeting in place of the absent representative. Such minutes will be deemed approved unless [***] Each Party shall bear all the expenses of its representatives on the JSC. Either Party may invite personnel or consultants of the Parties (other than the members of the JSC) having applicable expertise to participate in discussions of the JSC objects from time to time as appropriate to assist in the activities of the JSC; provided, that neither Party’s legal counsel may attend a JSC meeting without prior notice to the accuracy other Party reasonably sufficient to allow the other Party’s legal counsel to attend or to expressly waive attendance, and any such non-member shall be (x) bound by confidentiality and non-use obligations equivalent in scope to those set forth in ARTICLE XII of this Agreement and (y) under a written obligation to assign to the Party inviting such non-member any inventions of such minutes within [***] Business Days non-member in the course of receipt. Minutes will be officially endorsed by the JSC at the next JSC or as a result of attending any such meeting, and will be signed by the Alliance Managers.
Appears in 2 contracts
Sources: Development and Commercial License Agreement (Precision Biosciences Inc), Development and Commercial License Agreement (Precision Biosciences Inc)
Meetings. The JSC will meet at least once per [***] during the Term Calendar Year, unless the Parties mutually agree in writing to a different frequency. The JSC may meet in person, by videoconference or by teleconference. Meetings of the JSC will be effective only if at least one representative of each Party is present or participating in such meeting. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. No later than [***] five Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers together will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JSC at any meeting as part of such agenda will prepare and provide detailed materials to the JSC representatives to support discussion. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] 10 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 of both Parties Manager to provide the members of the JSC no later than [***] three Business Days 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 considereddecision. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JSC chairperson will send draft meeting minutes to each member of the JSC for review and approval within [***] 10 Business Days after each JSC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC objects to the accuracy of such minutes within [***] five Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JSC will be promptly circulated by the JSC chairperson to each member of the JSC for review and approval within five Business Days of receipt, with such process repeating until the meeting minutes are approval by all JSC members. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 2 contracts
Sources: License Agreement (TradeUP Acquisition Corp.), License Agreement (TradeUP Acquisition Corp.)
Meetings. The JSC Each JMC will meet at least once per [***] during the Term times per Calendar Year, unless the Parties mutually agree in writing to a different frequency, and otherwise as agreed by the Parties with respect to Manufacturing activities-specific matters. Each JMC may meet in person, by videoconference, or by teleconference, provided that at least [**] of each JMC per Calendar Year will be in person unless the Parties otherwise mutually agree. In-person JMC meetings will be held at locations in Massachusetts alternately selected by Sage and by Biogen, or at any other location agreed by the members of the respective applicable JMC. Meetings of each JMC will be effective only if a quorum is present, which quorum will require the presence of at least one (1) representative of each Party. Each Party will bear the expense of its respective JMC members’ participation in JMC meetings. No later than [**] prior to the first meeting of the respective applicable JMC in the 2020 stub-Calendar Year and in each Calendar Year thereafter while such JMC exists, the co-chairpersons for such JMC will prepare a communication plan setting forth a schedule of the dates of each meeting for such JMC for that Calendar Year (a “JMC Communication Plan”). No later than [**] Business Days prior to any meeting of the JSC respective applicable JMC (or such shorter time period as the Parties may agree), the co-chairpersons of such JMC will work with the Alliance Managers will to prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to may be included on such agenda, either prior to or in the course meeting, and the Party proposing an item will provide materials to the representatives of such meetingJMC no later than [**] prior to the JMC meeting to support discussion. Either Party A JMC co-chairperson may also call a special meeting of the JSC its JMC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party JMC co-chairperson reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party JMC co-chairperson will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of such JMC, promptly after the JSC no later than [***] Business Days prior decision is made to the hold such special meeting JMC meeting, with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. Inco-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense chairpersons of its their respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers applicable JMC will be responsible for preparing reasonably detailed written minutes of all JSC meetings of such JMC that reflect material all 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 meetings within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] such meeting of the JSC objects such JMC, and endeavor to the accuracy of finalize such minutes within [***] Business Days after each meeting of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managerssuch JMC.
Appears in 2 contracts
Sources: Collaboration and License Agreement (Sage Therapeutics, Inc.), Collaboration and License Agreement (Sage Therapeutics, Inc.)
Meetings. The JSC CRC will meet at least once per [***] during the Term 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)semi-annually, 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, via 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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, otherwise (with at least one (1) meeting per calendar year being in person), or as otherwise agreed by the Parties. Additionally, either Party may request a meeting of the CRC to resolve any Critical Matters requiring resolution. The JSC will meet quarterly, via teleconference or videoconference or otherwise (with at least one (1) meeting per calendar year being in person and with at least one (1) meeting per calendar year being scheduled as appropriate to approve [***] ]), or as otherwise agreed by the Parties. Each JPT and each subcommittee and working team established hereunder will be in person unless establish a meeting frequency and meeting protocol necessary to coordinate and conduct the Parties mutually agree in writing to waive such requirementactivities for which it is responsible, as agreed by the Parties. InAny in-person meetings of the CRC or JSC meetings will be held at locations alternately selected on an alternating basis between Partner’s and Amgen’s headquarters, unless otherwise agreed by Surface and by Novartisthe Parties. Each Party will bear the expense of be responsible for its respective JSC members’ participation in JSC own expenses relating to such meetings. Meetings As appropriate, other employee representatives of the Parties may attend such meetings as non-voting participants, but no Third Party personnel may attend unless otherwise agreed by the Parties. Either Party may also call for special meetings of the CRC and JSC will be effective only if as reasonably required to resolve a Critical Matter escalated to the CRC or JSC pursuant to Section 2.4.2 (JPT Deadlocks) or 2.5.2 (JSC Deadlocks) below; provided, that the requesting Party provides at least [***] representative ten (10) business days’ prior written notice to the co-chair of each such committee appointed by the other Party (which representative is not and such Party’s Alliance Manager) is present or participating in notice includes a proposed agenda for such meeting. The Alliance Managers All committee and team meetings must have at least two (2) members appointed by each Party in attendance. All committee and team meetings will be responsible conducted in English, and all documents (including Development Plans, Development Budgets, clinical trial protocols for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made the Products, Operations Budgets, Brand Plans 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 [***] Business Days after each JSC meeting. Such minutes Commercialization Budgets) will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managersin English.
Appears in 2 contracts
Sources: Collaboration Agreement (Amgen Inc), Collaboration Agreement (Amgen Inc)
Meetings. The JSC Each JDC will meet at least once per every [***] during the Term ], unless the Parties mutually agree in writing to a different frequency. Each JDC may meet in person, by videoconference, or by teleconference, but that at least one meeting of each JDC per Calendar Year will be in person unless the Parties otherwise agree in writing. In-person JDC meetings will be held at locations alternately selected by Arrowhead and by Sarepta, or at any other location agreed by the members of the respective applicable JDC. Meetings of each JDC will be effective only if a quorum is present, which quorum will require the presence of at least one representative of each Party. Each Party will bear the expense of its respective JDC members’ participation in JDC meetings. No later than [***] days prior to the first meeting of the respective applicable JDC in the 2024 stub-Calendar Year and in each Calendar Year thereafter while such JDC exists, the chairperson for such JDC will prepare a communication plan setting forth a schedule of the dates of each meeting of such JDC for that Calendar Year (a “JDC Communication Plan”). No later than [***] Business Days prior to any meeting of the JSC respective applicable JDC (or such shorter time period as the Parties may agree), the chairperson of such JDC will work with the Alliance Managers will to prepare and circulate an agenda for such meeting; provided, however, that either Party . Additional topics may propose additional topics to be included on such agenda, either agenda prior to or in such meeting, and the course Party proposing an item will provide detailed materials to the representatives of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least JDC no later than [***] Business Days prior written notice to the other Party JDC meeting to support discussion. A JDC chairperson may also call a special meeting of its JDC (by videoconference, teleconference, or in person) if such Party JDC chairperson reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party JDC chairperson will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of such JDC, promptly after the JSC no later than [***] Business Days prior decision is made to the hold such special meeting JDC 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 one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meetingdecision. The Alliance Managers and the chairperson of the applicable JDC will be responsible for preparing reasonably detailed written minutes of all JSC meetings of such JDC that reflect material all 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 meetings within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] meeting of the JSC objects such JDC, and endeavor to the accuracy of finalize such minutes within [***] Business Days 30 days after each meeting of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managerssuch JDC.
Appears in 2 contracts
Sources: Exclusive License and Collaboration Agreement (Arrowhead Pharmaceuticals, Inc.), Exclusive License and Collaboration Agreement (Sarepta Therapeutics, Inc.)
Meetings. The JSC JCC will meet at least once four times per [***] during the Term Calendar Year, unless the Parties mutually agree in writing to a different frequency. The JCC may meet in person, by videoconference or by teleconference. Meetings of the JCC will be effective only if at least one representative of each Party is present or participating in such meeting. Each Party will bear the expense of its respective JCC members’ participation in JCC meetings. No later than [***] five Business Days prior to any meeting of the JSC JCC (or such shorter time period as the Parties may agree), the Alliance Managers together will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JCC at any meeting as part of such agenda will prepare and provide detailed materials to the JCC representatives to support discussion. Either Party may also call a special meeting of the JSC JCC (by videoconference, teleconference or in person) by providing at least [***] 10 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 of both Parties JCC to provide the members of the JSC JCC no later than [***] three Business Days 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 considereddecision. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JCC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JCC chairperson will send draft meeting minutes to each member of the JSC JCC for review and approval within [***] 10 Business Days after each JSC JCC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC objects JCC object to the accuracy of such minutes within [***] five Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JCC will be promptly circulated by the JCC chairperson to each member of the JCC for review and approval within five Business Days of receipt, with such process repeating until the meeting minutes are approval by all JCC members. Minutes will be officially endorsed by the JSC JCC at the next JSC JCC meeting, and will be signed by the Alliance Managers.
Appears in 2 contracts
Sources: License Agreement (TradeUP Acquisition Corp.), License Agreement (TradeUP Acquisition Corp.)
Meetings. The JSC will shall meet at least once per [***] every six (6) months during the Term unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. No later than [***] Business Days prior to any The JSC shall hold its first meeting within sixty (60) days 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 meetingEffective Date. Either Party may also call a special meeting of the JSC (by videoconference, teleconference videoconference or in personteleconference) by providing at least [***] ten (10) 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 and such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to shall provide the members of the JSC no later than [***] five (5) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on decision. No later than ten (10) Business Days prior to any meeting of the matters JSC, the chairperson of the JSC or a designate shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be consideredincluded on such agenda, prior to such meeting. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will Calendar Year shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC meetings will shall be held at locations alternately a mutually agreeable location or alternating each meeting between a location selected by Surface Visterra and by NovartisSIIL. Each Party will shall bear the expense of its respective JSC members’ participation in JSC meetings. Translators at any meetings related to this Agreement shall be the responsibility of the Party requiring translation. All documents shared by one Party with the other Party will be provided in the form and language in which the document is customarily maintained. Meetings of the JSC will shall 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 chairperson of the JSC or a designate shall be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, material decisions made and action items identified at such meetings. The Alliance Managers will JSC chairperson or a designate shall send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days twenty (20) days after each JSC meeting. Such minutes will shall be deemed approved unless [***] one or more members of the JSC objects object to the accuracy of such minutes within [***] Business Days twenty (20) days of receipt. Minutes will Any objections shall be officially endorsed resolved by the JSC at Parties within ten (10) days thereafter. If no resolution is reached in such ten (10) day period, then the next JSC meetingParties shall record, and will be signed by with the Alliance Managersassistance of their legal counsel, the details of the dispute.
Appears in 2 contracts
Sources: License and Collaboration Agreement, License and Collaboration Agreement (Visterra, Inc.)
Meetings. The JSC will shall hold its first meeting within thirty (30) days after the Effective Date. The JSC shall meet at least once one (1) time per [***] Calendar Quarter during the Term 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 frequency 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 meetingmeetings. Either Party may also call a special meeting of the JSC (by videoconference, teleconference videoconference or in personteleconference) by providing at least [***] ten (10) Business Days prior written notice to the other Party if in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event and such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to shall provide the members of the JSC no later than [***] ten (10) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision decision; provided, however, that where a special meeting is called for on shorter notice with regard to a matter that does not admit delay, such notice and such materials shall be provided as early as possible in advance of such meeting. No later than ten (10) Business Days (or such shorter period as may be necessary in the matters event of a special meeting called for on shorter notice in accordance with the foregoing) prior to be consideredany meeting of the JSC, the secretariats of the JSC shall jointly prepare and circulate an agenda for such meeting. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one two (12) meeting meetings per [***] will Calendar Year shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC meetings will be held at locations alternately selected and hosted by Surface FibroGen and by NovartisAstraZeneca. Each The host Party shall be responsible for the costs and expenses of the JSC meeting hosted, provided that each Party will bear the expense of its respective JSC members’ and other attendees’ participation in JSC meetings, including travel costs. Meetings of the JSC will shall 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 JSC secretariat of the host Party will be responsible for preparing keeping reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, material decisions made and action items identified at such meetings. The Alliance Managers will JSC secretariat of the host Party shall send draft meeting minutes to the other Party’s JSC secretariat, and each member secretariat shall seek and obtain review and approval of such minutes from its respective Party’s members of the JSC for review and approval within [***] ten (10) Business 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 [***] ten (10) Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 2 contracts
Sources: License, Development and Commercialization Agreement (Fibrogen Inc), License, Development and Commercialization Agreement (Fibrogen Inc)
Meetings. The JSC will Each Committee shall meet at such times as the applicable JDC Chairman or the JRC Chairman may reasonably request (it being expected that a JDC shall meet at least once per [***] calendar quarter during any period when there are active development activities pertaining to such JDC). Each Committee shall hold meetings at such times and places as shall be determined by such Committee (it being expected that any in-person meetings will alternate between the Term unless appropriate offices of each party). The applicable JDC Chairman and the Parties mutually agree in writing JRC Chairman shall endeavor 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 each meeting within a reasonable time prior to such meeting; provided, however, that either Party may propose additional topics and will include all matters requested to be included on such agenda, either prior to agenda by the JDC Vice Chairman or in the course of such meetingJRC Vice Chairman. 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 The applicable JDC Chairman and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting JRC Chairman will cause complete 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 one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] 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 reasonably detailed written accurate minutes of all JSC meetings that reflect material decisions made discussions occurring at each meeting and action items identified all matters decided upon at such meetingsmeeting to be prepared. The Alliance Managers A copy of the draft minutes of each meeting will send draft meeting minutes be provided to each member of the JSC for applicable Committee by the applicable JDC Chairman and the JRC Chairman, as the case may be. Such minutes shall not be finalized until the JDC Chairman and the JDC Vice Chairman, in the caser of JDC meeting minutes, and the JRC Chairman and the JRC Vice Chairman, in the case of JRC meeting minutes, review and approval within [***] Business Days after each JSC meeting. Such confirm the accuracy of such minutes, provided that any minutes will be deemed approved unless [***] of the JSC responsible person objects to the accuracy of such minutes within [***[ * ] Business Days of receipt. Minutes will Any Committee meeting may also be officially endorsed held by telephone or videoconference, if agreed in advance by the JSC at applicable members of that Committee. Each party may invite such other personnel of such party to attend any meeting of any Committee as an observer as such party deems appropriate. The parties shall each be responsible for its own costs and expenses to attend the next JSC meeting, and will be signed by the Alliance ManagersCommittee meetings.
Appears in 2 contracts
Sources: License Agreement (Quark Pharmaceuticals Inc), License Agreement (Quark Biotech Inc)
Meetings. The JSC will meet at least once per [***] during the Term every Calendar Quarter, unless the Parties mutually agree in writing to a different frequency. The JSC may meet in person, by videoconference, or by teleconference, but at least one meeting of the JSC per Calendar Year will be in person unless the Parties otherwise agree in writing. In-person JSC meetings will be held at locations alternately selected by Arrowhead and by Sarepta, or at any other location agreed by the members of the JSC. The first JSC meeting will be held within [***] Business Days following the Effective Date. Meetings of the JSC will be effective only if a quorum is present, which quorum will require the presence of at least one representative from each Party. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the JSC chairperson will work with the Alliance Managers will to prepare and circulate an agenda for such meeting; provided, however, that either Party . Additional topics may propose additional topics to be included on such agenda, either agenda prior to the meeting, and the Party or in the course of such meetingcommittee proposing an item will provide materials to the JSC representatives no later than five Business Days prior to the JSC meeting to support discussion. Either Party The JSC chairperson may also call a special meeting of the JSC (by videoconference, teleconference teleconference, or in person) by providing at least [***] Business Days prior written notice to if the other Party if such Party JSC chairperson reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party JSC chairperson will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC, promptly after the decision is made to hold such special JSC no later than [***] Business Days 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. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meetingdecision. The Alliance Managers working with the JSC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material all 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 meetings within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects , and endeavor to the accuracy of finalize such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next 30 days after each JSC meeting, and will be signed by the Alliance Managers.
Appears in 2 contracts
Sources: Exclusive License and Collaboration Agreement (Arrowhead Pharmaceuticals, Inc.), Exclusive License and Collaboration Agreement (Sarepta Therapeutics, Inc.)
Meetings. The JSC will JDC shall meet at least once per [***] calendar quarter during the Term 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)JDC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JDC, shall 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) JDC 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 shall work with the chairperson of the JSC JDC and the Alliance Managers of both Parties each Party to provide the members of the JSC JDC no later than […***…] Business Days 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 Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JDC attention. The JDC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will calendar year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations alternately selected by Surface Galapagos and by NovartisGilead, with Gilead selecting the location of the first in-person JDC meeting, or at any other location mutually agreed by the members of the JDC. Each Party will shall bear the cost and expense of its respective JSC JDC members’ participation in JSC JDC meetings. Meetings of the JSC will JDC shall be effective only if at least [***] representative two (2) representatives of each Party (which representative is representatives are not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JDC for review and approval within […***…] Business Days after each JSC JDC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC JDC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JDC for review and approval within […***…] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JDC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.
Appears in 2 contracts
Sources: Option, License and Collaboration Agreement (Gilead Sciences Inc), Option, License and Collaboration Agreement (Galapagos Nv)
Meetings. The JSC will hold meetings at such times as it elects to do so, but will meet at least once per [***] during no less frequently than quarterly, unless otherwise agreed by the Term unless Parties. All meetings will be conducted in English. The JSC may meet in person or by means of teleconference, Internet conference, videoconference, or other similar communication method. Each Party will bear its own expenses related to the Parties mutually agree in writing attendance of the JSC meetings by its representatives. Each Party may also call for special meetings to a different frequency. No later than resolve particular matters requested by such Party upon [***] 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 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 consideredParty. The JSC may meet in person, by videoconference Chairperson or by teleconference. Notwithstanding the foregoing, at least one (1) their designee will keep minutes of each JSC meeting per [***] will be in person unless the Parties mutually agree that record in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface all decisions made, action items assigned or completed, and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meetingother appropriate matters. 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 Chairperson or his or her designee will send draft meeting minutes to each member all members of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes Each member will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within have [***] Business Days from receipt in which to approve or provide comments to the minutes (such approval not to be unreasonably withheld, conditioned, or delayed). If a member, within such time period, does not notify the JSC Chairperson that he or she does not approve of receipt. Minutes the minutes, then the minutes will be officially endorsed deemed to have been approved by the such member. Each Party’s JSC at the next JSC meetingmembers may designate another staff member of such Party, and will which could be signed by the Alliance ManagersManager, to coordinate the administrative work surrounding the JSC, including sending notices for JSC meetings, creating the draft of minutes, or distributing the minutes.
Appears in 2 contracts
Sources: License Agreement (Arcutis Biotherapeutics, Inc.), License Agreement (Arcutis Biotherapeutics, Inc.)
Meetings. The JSC will JCC shall meet at least once per [***] calendar quarter during the Term 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)JCC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JCC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to 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) JCC 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 shall work with the chairperson of the JSC JCC and the Alliance Managers of both Parties each Party to provide the members of the JSC JCC no later than […***…] Business Days 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 Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JCC consideration. The JCC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will calendar year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JCC meetings will be held at locations alternately selected by Surface Galapagos and by NovartisGilead, with […***…] selecting the location of the first in-person JCC meeting, or at any other location mutually agreed by the members of the JCC. Each Party will shall bear the cost and expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will JCC shall be effective only if at least [***] representative two (2) representatives of each Party (which representative is representatives are not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JCC for review and approval within […***…] Business Days after each JSC JCC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC JCC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JCC for review and approval within […***…] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JCC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.
Appears in 2 contracts
Sources: Option, License and Collaboration Agreement (Gilead Sciences Inc), Option, License and Collaboration Agreement (Galapagos Nv)
Meetings. The (i) During the Research Term, the JSC will meet at least once per [***] during per Calendar Quarter. At the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting end of the JSC (or such shorter time period as the Parties may agree)Research Term, the Alliance Managers JSC will prepare and circulate an agenda for such meeting; provided, however, that automatically dissolve with no further action required by either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Party.
(ii) Either Party may also call a special meeting of the JSC (by videoconferencemay, teleconference or in person) by providing at least [***] Business Days Days’ prior written notice to the other Party Party, call a special meeting of the JSC if such notifying Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such notifying Party will work with the chairperson Decision-Making Representative of the JSC and the Alliance Managers of both Parties each Party to provide the members of the all JSC Representatives, no later than [***] Business Days prior to the such special meeting meeting, with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered.
(iii) Except as set forth in Section 3.2(d)(ii) with respect to a special meeting, no later than [***] Business Days prior to any meeting of the JSC, the Alliance Managers will jointly prepare and circulate an agenda for such meeting, in consultation with the Decision-Making Representatives (to the extent the Alliance Managers are not the Decision-Making Representatives); provided, however, that either Party may propose additional topics to be included on such agenda prior to such meeting.
(iv) Each Party’s JSC Representatives shall be given adequate time to assess each matter brought before the JSC at a regular meeting or a special meeting, adjourning such JSC meeting and reconvening on another date if either Party deems it necessary or desirable to do so to get any input such Party wishes or for any other reason. In no event shall either Party be obligated to make a decision on any matter brought before the JSC in the same meeting at which the matter is first discussed.
(v) The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] per Calendar Year will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected mutually agreed upon by Surface DESRES and by NovartisCompany. Each Party will bear the expense of its respective JSC membersRepresentatives’ participation in JSC meetings. .
(vi) Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) Decision-Making Representative is present or participating in such meeting. , and each Party shall use reasonable efforts to ensure that its Decision-Making Representative attends each such meeting.
(vii) Each Party’s Decision-Making Representative may invite any employee, Consultant or subcontractor of such Party or of any Subsidiary of such Party to participate in any particular meeting of the JSC.
(viii) The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all each JSC meetings meeting that reflect material decisions made and action items identified at such meetingsmeeting. The Alliance Managers will coordinate with one another to send draft meeting minutes to each member of the JSC Representative for review and approval within [***] Business Days after each JSC meeting. Such All draft minutes will be deemed approved unless [***] of the one or more JSC objects Representatives object to the accuracy of such minutes within [***] Business Days of receipt. Upon any such objection, the JSC Representatives will work together in good faith to promptly revise such minutes until such minutes are approved by the JSC. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by meeting that is not a special meeting of the Alliance ManagersJSC.
Appears in 2 contracts
Sources: Collaboration and License Agreement (Relay Therapeutics, Inc.), Collaboration and License Agreement (Relay Therapeutics, Inc.)
Meetings. The JSC will shall meet at least once per [* * ***] during the Term ], unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. Either Party may also call a special meeting of the JSC (by videoconference or teleconference) by at least [* * *] Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JSC no later than [* * *] Business Days prior to the special meeting with materials reasonably adequate to enable an informed decision. No later than [*** * *] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairperson of the JSC shall 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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, provided however, at least one (1) meeting per [*** * *] will shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC meetings will shall be held at locations alternately selected by Surface Virobay and by Novartis▇▇▇. Each Party will shall bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall be effective only if at least [*** * *] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will chairperson of the JSC shall be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, all material decisions made and action items identified at such meetings. The Alliance Managers will JSC chairperson shall send draft meeting minutes to each member of the JSC for review and approval within [*** * *] Business Days after each JSC meeting. Such minutes will shall be deemed approved unless [***] one or more members of the JSC objects to the accuracy of such minutes within [*** * *] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 2 contracts
Sources: Development and License Agreement (Virobay Inc), Development and License Agreement (Virobay Inc)
Meetings. The JSC JRC will meet at least once per [***] during the Term per Calendar Quarter, unless the Parties mutually agree in writing to a different frequency. At least [***] meeting per Calendar Year of the JRC shall be conducted in person. The location for the in-person meetings of the JRC shall, respectively, alternate between Repare’s headquarters and Ono’s headquarters (or such other locations as are mutually agreed by the Parties). No later than [***] Business Days prior to any meeting of the JSC JRC (or such shorter time period as the Parties may agree), the Alliance Managers Liaisons will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to 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 JRC (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 shall 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 of both Parties Liaisons to provide the members of the JSC JRC no later than [***] Business Days 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 considereddecision. The JSC JRC may meet in person, by videoconference videoconference, or by teleconference; provided that the final quarterly meeting of the JRC of each Calendar Year shall be conducted in person. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in In- person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JRC meetings will be held at locations alternately selected by Surface Repare and by NovartisOno or at any other location mutually agreed by the members of the JRC. All JRC meetings shall take place in English. Each Party will report to the JRC on all material issues relating to the research of Drug Candidates or Licensed Drug Candidates promptly after such issues arise. Each Party will bear the expense of its respective JSC JRC members’ participation in JSC JRC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JRC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JRC meetings that reflect material all 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 [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 2 contracts
Sources: Research Services, License and Collaboration Agreement (Repare Therapeutics Inc.), Research Services, License and Collaboration Agreement (Repare Therapeutics Inc.)
Meetings. The JSC will Steering Committee shall meet at least once per [***] calendar quarter during the Term unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. No later than [***] Business Days prior to any meeting of the JSC (The Steering Committee may meet in person or such shorter time period as by videoconference or, if the Parties may agree)mutually agree in writing, the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party Steering Committee may propose additional topics to be included on such agenda, either prior to or in the course of such meetingmeet by teleconference. Either Party OpGen or HHT may also call a special meeting of the JSC Steering Committee (that may be held by videoconference, teleconference videoconference or in personteleconference) by providing at least [***] Business Days giving reasonable prior written notice to the other Party if in the event 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 one two (12) meeting meetings per [***] will calendar year shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in exchange for a videoconference or teleconference. In-person JSC Steering Committee meetings will be held at locations alternately selected by Surface OpGen and by NovartisHHT. The Party selecting a location shall be responsible for all expenses associated with utilizing that location. Each Party will bear the expense of its respective JSC Steering Committee members’ travel, lodging and participation in JSC Steering Committee meetings. Meetings of the JSC will Steering Committee shall 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 chairperson of the Steering Committee, in cooperation with the senior member on the Steering Committee of OpGen and HHT, as applicable, shall be responsible for preparing an agenda and reasonably detailed written minutes of all JSC Steering Committee meetings that reflect reflect, without limitation, material decisions made and action items identified at such meetings. The Alliance Managers will Steering Committee chairperson or senior member, as applicable, shall send draft meeting minutes to each member of the JSC Steering Committee for review and approval within [***] five (5) Business Days after each JSC Steering Committee meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC Steering Committee objects to the accuracy of such minutes within [***] ten (10) Business Days of after receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 2 contracts
Sources: Technology Development Agreement (Opgen Inc), Technology Development Agreement (Opgen Inc)
Meetings. The JSC JDC will meet at least once per [***] during the Term ], unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC JDC (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 will be free to 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 JDC (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 of both Parties Manager to provide the members of the JSC JDC no later than [***] Business Days 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 considereddecision. The JSC JDC may meet in person, or at the request of either Party, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations in the United States alternately selected by Surface Unum and by NovartisSGI or at any other location mutually agreed by the members of the JDC. Each Party will report to the JDC on all material issues relating to the Research and Development of Research Candidates, Development Candidates and Products for and in the Territory promptly after such issues arise. Each Party will bear the expense of its respective JSC JDC members’ participation in JSC JDC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JDC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JDC chairperson will send draft meeting minutes to each member of the JSC JDC for review and approval within [***] Business Days after each JSC JDC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JDC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC JDC at the next JSC JDC meeting, and will be signed by the Alliance Managers.
Appears in 2 contracts
Sources: Collaboration Agreement (Unum Therapeutics, Inc.), Collaboration Agreement (Unum Therapeutics, Inc.)
Meetings. The JSC will meet at least once per [***] during the Term 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 of both Parties to provide the members of the JSC no later than [***] three (3) Business Days 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 one (1) meeting per [***] meeting per calendar year will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface Unum and by NovartisSGI. 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 [***] 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 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 [***] Business 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. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 2 contracts
Sources: Collaboration Agreement (Unum Therapeutics, Inc.), Collaboration Agreement (Unum Therapeutics, Inc.)
Meetings. The JSC will JCC shall meet at least once per [***] during the Term ], spaced at regular intervals 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)JCC, the Alliance Managers will chairperson of the JCC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to 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 JCC (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 shall work with the chairperson of the JSC and the Alliance Managers of both Parties JCC to provide the members of the JSC JCC no later than [***] Business Days 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 considereddecision. The JSC JCC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding In-person JCC meetings will be held at locations in the foregoing, U.S. alternately selected by Medivation and by Astellas or at any other location mutually agreed by the members of the JCC. Meetings of the JCC shall be effective only if at least one (1) meeting per [***] will be representative of each Party is present or participating in person unless such meeting. Each Party shall report to the Parties mutually agree in writing JCC on all material issues relating to waive the Commercialization of Products promptly after such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartisissues arise. Each Party will bear the expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will JCC chairperson shall send draft meeting minutes to each member of the JSC JCC for review and approval within [***] Business Days after each JSC JCC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JCC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC JCC at the next JSC JCC meeting, and will be signed by the Alliance Managers.
Appears in 2 contracts
Sources: Collaboration Agreement (Medivation, Inc.), Collaboration Agreement (Medivation, Inc.)
Meetings. (a) The JSC will meet at least once per [***] every Calendar Quarter during the Development Term unless (or such other frequency as agreed to by the Parties mutually agree Parties) in writing accordance with a schedule agreed to a different frequencyby the Parties. No later than [***] Business Days prior to any 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 a significant matter must be addressed prior to the next scheduled meeting, in which event later additional of such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days 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 considereditems. The JSC may meet in person, by videoconference person or by means of teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartisinternet conference, videoconference, or other similar communications equipment. Each Party will bear the expense of its respective JSC members’ own travel, lodging and telecommunication expenses related to participation in and attendance at such meetings by its JSC meetings. Meetings 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 prior written consent of the JSC other Party, which consent will not be unreasonably withheld. All such observers will be effective only if at least [***] representative bound by confidentiality and non-use obligations similar to those contained in Article 9 (Confidentiality; Publication), or which are otherwise acceptable to both Parties.
(c) Xeris’ Alliance Manager and Beta’s Alliance Manager will alternate responsibility for preparing written reasonably detailed draft minutes of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers meeting of the JSC, and 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 provide the draft meeting minutes to each member the Alliance Manager of the JSC for review and approval other Party within [***] Business Days after each such meeting to coordinate review and approval by such other Party’s JSC meeting. Such minutes members, which such JSC members will be deemed approved unless provide any comments within [***] of receipt of such written draft minutes. The Parties will limit the JSC objects to the accuracy content of such minutes within [***] Business Days of receiptto factual statements regarding any actions proposed or decisions made by the JSC. Minutes The Parties will be officially endorsed refrain from including any opinions or other extraneous content in such minutes. The JSC 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 during any meeting of the JSC will commence notwithstanding the timing of formal approval of JSC minutes for such meeting. Any discrepancies or disputes with respect to the content of JSC minutes will be signed resolved by the Alliance ManagersJSC.
Appears in 2 contracts
Sources: Collaboration and License Agreement (Beta Bionics, Inc), Collaboration and License Agreement (Beta Bionics, Inc)
Meetings. The JSC will shall meet at least once per [***] calendar quarter during the Term 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)JSC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JSC, shall 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 (or, in the case of meetings to determine if a Clinical Trial constitutes a Triggering Clinical Trial or, if or when a Qualifying Data Package has been delivered, […***…] 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 shall work with the chairperson of the JSC and the Alliance Managers of both Parties each Party to provide the members of the JSC no later than […***…] Business Days 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 Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JSC consideration. The JSC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will calendar year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface Galapagos and by NovartisGilead, with […***…] selecting the location of the first in-person JSC meeting, or at any other location mutually agreed by the members of the JSC. Each Party will shall bear the cost and expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall be effective only if at least [***] representative two (2) representatives of each Party (which representative is representatives are not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall 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 Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC for review and approval within […***…] Business Days after each JSC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JSC for review and approval within […***…] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JSC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.
Appears in 2 contracts
Sources: Option, License and Collaboration Agreement (Gilead Sciences Inc), Option, License and Collaboration Agreement (Galapagos Nv)
Meetings. The JSC JMC will meet at least once per every [***] during the Term ], unless the Parties mutually agree in writing to a different frequency, and otherwise as agreed by the Parties with respect to Manufacturing activities-specific matters. The JMC may meet in person, by videoconference, or by teleconference, but at least one meeting of the JMC per Calendar Year will be in person unless the Parties otherwise agree in writing. In-person JMC meetings will be held at locations alternately selected by Arrowhead and by Sarepta, or at any other location agreed by the members of the JMC. Meetings of the JMC will be effective only if a quorum is present, which quorum will require the presence of at least one representative of each Party. Each Party will bear the expense of its respective JMC members’ participation in JMC meetings. No later than [***] days prior to the first meeting of the JMC in the 2024 stub-Calendar Year and in each Calendar Year thereafter while the JMC exists, the co-chairpersons for the JMC will prepare a communication plan setting forth a schedule of the dates of each meeting for the JMC for that Calendar Year (a “JMC Communication Plan”). No later than [***] Business Days prior to any meeting of the JSC JMC (or such shorter time period as the Parties may agree), the co-chairpersons of the JMC will work with the Alliance Managers will to prepare and circulate an agenda for such meeting; provided, however, that either Party . Additional topics may propose additional topics to be included on such agenda, either prior to or in the course meeting, and the Party proposing an item will provide materials to the representatives of such meetingthe JMC no later than [***] Business Days prior to the JMC meeting to support discussion. Either Party A JMC co-chairperson may also call a special meeting of the JSC JMC (by videoconference, teleconference teleconference, or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party JMC co-chairperson reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party JMC co-chairperson will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior JMC, promptly after the decision is made to the hold such special meeting JMC 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 one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meetingdecision. The Alliance Managers and the co-chairperson of the JMC will be responsible for preparing reasonably detailed written minutes of all JSC meetings of the JMC that reflect material all 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 meetings within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] such meeting of the JSC objects JMC, and endeavor to the accuracy of finalize such minutes within [***] Business Days days after each meeting of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersJMC.
Appears in 2 contracts
Sources: Exclusive License and Collaboration Agreement (Arrowhead Pharmaceuticals, Inc.), Exclusive License and Collaboration Agreement (Sarepta Therapeutics, Inc.)
Meetings. The JSC will JCRC shall meet at least once per [***] calendar quarter during the Term 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)JCRC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JCRC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to 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) JCRC by providing at least […***…] Business Days prior written notice to the other Party if such Party reasonably believes that a Publication, press release, or other communication or significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC JCRC and the Alliance Managers of both Parties each Party to provide the members of the JSC JCRC no later than […***…] Business Days 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 Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JCRC consideration. The JCRC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will calendar year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JCRC meetings will be held at locations alternately selected by Surface Galapagos and by NovartisGilead, with […***…] selecting the location of the first in-person JCRC meeting, or at any other location mutually agreed by the members of the JCRC. Each Party will shall bear the cost and expense of its respective JSC JCRC members’ participation in JSC JCRC meetings. Meetings of the JSC will JCRC shall be effective only if at least [***] representative two (2) representatives of each Party (which representative is representatives are not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC JCRC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JCRC for review and approval within […***…] Business Days after each JSC JCRC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC JCRC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JCRC for review and approval within […***…] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JCRC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers. The JCRC may establish ad hoc procedures for approval of Publications outside of the JCRC meetings.
Appears in 2 contracts
Sources: Option, License and Collaboration Agreement (Gilead Sciences Inc), Option, License and Collaboration Agreement (Galapagos Nv)
Meetings. The JSC JDC will meet at least once four times per [***] during the Term Calendar Year, unless the Parties mutually agree in writing to a different frequency. The JDC may meet in person, by videoconference or by teleconference. Meetings of the JDC will be effective only if at least one representative of each Party is present or participating in such meeting. Each Party will bear the expense of its respective JDC members’ participation in JDC meetings. No later than [***] five Business Days prior to any meeting of the JSC JDC (or such shorter time period as the Parties may agree), the Alliance Managers together will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JDC at any meeting as part of such agenda will prepare and provide detailed materials to the JDC representatives to support discussion. Either Party may also call a special meeting of the JSC JDC (by videoconference, teleconference or in person) by providing at least [***] 10 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 of both Parties Manager to provide the members of the JSC JDC no later than [***] three Business Days 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 considereddecision. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JDC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JDC chairperson will send draft meeting minutes to each member of the JSC JDC for review and approval within [***] 10 Business Days after each JSC JDC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JDC objects to the accuracy of such minutes within [***] five Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JDC will be promptly circulated by the JDC chairperson to each member of the JDC for review and approval within five Business Days of receipt, with such process repeating until the meeting minutes are approval by all JDC members. Minutes will be officially endorsed by the JSC JDC at the next JSC JDC meeting, and will be signed by the Alliance Managers.
Appears in 2 contracts
Sources: License Agreement (TradeUP Acquisition Corp.), License Agreement (TradeUP Acquisition Corp.)
Meetings. The JSC JCC will meet at least once per [***] during the Term ], unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC JCC (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 will be free to 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 JCC (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 of both Parties JCC to provide the members of the JSC JCC no later than [***] Business Days 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 considereddecision. The JSC JCC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding In-person JCC meetings will be held at locations in the foregoing, United States alternately selected by Unum and by SGI or at any other location mutually agreed by the members of the JCC. Meetings of the JCC will be effective only if at least one (1) meeting per [***] representative of each Party is present or participating in such meeting. Each Party will be in person unless report to the Parties mutually agree in writing JCC on all material issues relating to waive the Commercialization of Products promptly after such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartisissues arise. Each Party will bear the expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JCC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JCC chairperson will send draft meeting minutes to each member of the JSC JCC for review and approval within [***] Business Days after each JSC JCC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JCC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC JCC at the next JSC JCC meeting, and will be signed by the Alliance Managers.
Appears in 2 contracts
Sources: Collaboration Agreement (Unum Therapeutics, Inc.), Collaboration Agreement (Unum Therapeutics, Inc.)
Meetings. The JSC will meet at least once per [***] during the Term times per Calendar Year, unless the Parties mutually agree in writing to a different frequency. The JSC may meet in person, by videoconference, or by teleconference, provided that at least [**] of the JSC per Calendar Year will be in person unless the Parties otherwise agree. In-person JSC meetings will be held at locations in Massachusetts alternately selected by Sage and by Biogen, or at any other location agreed by the members of the JSC. The first JSC meeting will be held within [**] of the Effective Date. Meetings of the JSC will be effective only if a quorum is present, which quorum will require the presence of at least one (1) representative from each Party. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the JSC co-chairpersons will work with the Alliance Managers will to prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to may be included on such agenda, either agenda prior to the meeting, and the Party or in the course of such meetingCommittee proposing an item will provide materials to the JSC representatives no later than [**] prior to the JSC meeting to support discussion. Either Party A JSC co-chairperson 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 JSC co-chairperson reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party JSC co-chairperson will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC, promptly after the decision is made to hold such special JSC no later than [***] Business Days 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. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meetingdecision. The Alliance Managers working with the JSC co-chairpersons will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material all 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 meetings within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects , and endeavor to the accuracy of finalize such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next after each JSC meeting, and will be signed by the Alliance Managers.
Appears in 2 contracts
Sources: Collaboration and License Agreement (Sage Therapeutics, Inc.), Collaboration and License Agreement (Sage Therapeutics, Inc.)
Meetings. a) The JSC Committee shall endeavour to meet six (6) times per year, or as otherwise agreed.
b) The Committee will meet at least once per [***] during the Term unless the Parties primarily concern itself with matters that have system-wide application and other items as mutually agree in writing to agreed upon.
c) The Committee will consider matters of 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 Local College concern:
i. The matter must be addressed prior discussed at the Local Union/College Committee (UCC) first.
ii. If the matter cannot be resolved at the UCC, then the issue may be referred by either party of the UCC to the Co-Chairs of the EERC, through the Council and the Negotiations Department of OPSEU.
iii. The EERC will consider matters of a local concern when it is clear, in the data that has been provided, that the matter has been discussed at the UCC and no agreement could be reached and further clarification is being sought by the party making the referral and the other party is fully aware of the referral.
iv. Once all the information has been received by the Council and the Negotiations Department of OPSEU, the EERC will discuss the matter at the next regularly scheduled meeting, in which event such Party .
v. When the matter has been discussed fully by the EERC an opinion will work with be communicated jointly by the chairperson Co-Chairs of the JSC and EERC to the Alliance Managers of both Parties UCC or by the respective Co-Chair to the referring local party. Local College representatives may be requested by either party to attend an EERC meeting to provide clarification.
d) The Committee will not address items that are the members subject of the JSC no later than [***] Business Days 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 one (1a formal grievance.
e) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers Management will be responsible for preparing reasonably detailed written minutes the recording of all JSC meetings the Minutes that reflect material decisions made and action items identified at such meetingswill represent the major subject matters discussed. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will shall be signed by the Alliance ManagersCo-Chairpersons of the Committee. The draft Minutes will be distributed to all members within a reasonable time following each meeting. The Union will contact the Management's Chairperson with any proposed amendments, additions or deletions to the Minutes so as to expedite the process of obtaining approval signatures. Each party may distribute copies of the approved Minutes to their respective principals as they see fit. The approved Minutes will be posted on both OPSEU's and the Council's website.
f) It is recognized that the Committee is a recommending body and not an alternative to the collective bargaining process. When a consensus is reached concerning a recommendation, the Committee shall forward that recommendation to the appropriate body (i.e. Negotiating Team/the Council/College/OPSEU). Both parties have the option of sending items on which there is no consensus to the party they deem appropriate. (This may be in the form of a written brief to the Negotiating Team/the Council/College/OPSEU. Submission should be made through the appropriate Co-Chairperson of the Committee). ▇▇▇▇▇▇ ▇▇▇▇▇▇ President Ontario Public Service Employees Union ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Dear ▇▇▇▇▇▇: Every College shall have a Return-to-Work (RTW) policy within six (6) months from February 21, 2019 to support injured and ill employees in returning to work. Each policy shall contain the following: a statement of commitment that describes how the program will operate, which may include a permanent or ad hoc Return-to-Work Committee, consisting of representatives from the College and the Local Union; strategies that support the statement of commitment and form a framework within which individual return-to-work cases are managed; a description of roles and responsibilities for the various stakeholders involved in the RTW process; an RTW process that outlines the steps to be followed in managing individual return-to-work cases, including a mediation component, if appropriate; a communications and training component; a process for regular reviews of the program. It is agreed that where a meeting as contemplated in this letter takes place by mutual consent, during regular working hours, representatives of the Local Union shall not suffer any loss of pay during regular working hours when required to leave their duties temporarily for the purpose of attending such a meeting. Time off to attend meetings shall not be unreasonably denied. Yours truly,
Appears in 2 contracts
Sources: Collective Agreement, Collective Agreement
Meetings. The JSC will shall meet at least once per [**] per calendar [*] during the Term unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairperson of the JSC shall 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 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 shall work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days 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 one (1) meeting per [***] will meetings per calendar year shall be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface Medivation and by NovartisAstellas. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall 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 reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, material decisions made and action items identified at such meetings. The Alliance Managers will shall send draft meeting minutes to each member of the JSC for review and approval within [***] Business 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. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 2 contracts
Sources: Collaboration Agreement (Medivation, Inc.), Collaboration Agreement (Medivation, Inc.)
Meetings. The JSC JRC will meet at least once per [***] during the Term unless or at another frequency agreed by 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 for so long as the Parties JRC remains in effect. The JRC may agree)conduct such meetings by telephone, 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 . Each JRC Co-Chair may call special meetings of the JRC with at least [***] Business Days prior written notice notice, or a shorter time period in exigent circumstances, to resolve particular matters requested by a Party that are within the purview of the JRC. Meetings of the JRC are effective only if at least one representative of each Party participates in such meeting. Each Alliance Manager and Project Manager shall be permitted to attend meetings of the JRC, and any JRC subcommittee, as a non-voting observer. Each Party may invite a reasonable number of other participants, in addition to its representatives, to attend JRC meetings in a non-voting capacity; provided, that if either Party intends to have any Third Party (including any consultant) attend such a meeting, such Party shall obtain prior written consent from the other Party’s JRC Co-Chair. Such Party if shall ensure that such Third Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work is bound by confidentiality and non-use obligations consistent with the chairperson terms of this Agreement. Each Party is responsible for its own expenses incurred in connection with participating in and attending all such meetings. The JRC Co-Chairs will be responsible for calling meetings of the JSC JRC. The JRC Co-Chairs will be responsible for circulating agendas, drafting and distributing minutes of JRC meetings, and performing administrative tasks required to assure efficient operation of the JRC, all of which tasks a JRC Co-Chair may delegate to her respective Party’s Alliance Managers Manager. The minutes of both Parties each JRC meeting shall record in writing all decisions made, action items assigned or completed and other appropriate matters. The JRC Co-Chairs shall alternate responsibility for preparation of such meeting minutes and shall send draft meeting minutes to provide the all members of the JSC JRC promptly after a meeting for review. Such minutes shall be effective only after such minutes have been approved by both JRC Co-Chairs in writing. Definitive minutes of all JRC meetings shall be finalized no later than [***] Business Days prior after the meeting to which the minutes pertain, subject to the special meeting dispute resolution process with an agenda respect to a JRC Dispute set forth in Section 2.5. The Parties acknowledge and agree that, notwithstanding the requirements of this Section 2.4 for the meeting and materials reasonably adequate JRC 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 one (1) meeting per [***] will be in person unless ], the Parties mutually agree in writing shall communicate and meet (as appropriate, including via the Project Managers) on a more informal basis as needed to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear discuss the expense of its respective JSC members’ participation in JSC meetings. Meetings progress of the JSC will be effective only if at least [***] 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 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 [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersResearch Programs.
Appears in 2 contracts
Sources: License, Research and Collaboration Agreement (Aktis Oncology, Inc.), License, Research and Collaboration Agreement (Aktis Oncology, Inc.)
Meetings. The JSC JMC will meet at least once per [***] during the Term per calendar quarter, unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC JMC (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 will be free to 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 JMC (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 of both Parties Manager to provide the members of the JSC JMC no later than [***] Business Days 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 considereddecision. The JSC JMC may meet in person, or at the request of either Party, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JMC meetings will be held at locations in the United States alternately selected by Surface Unum and by NovartisSGI or at any other location mutually agreed by the members of the JMC. Each Party will bear report to the expense JMC on all material issues relating to the Manufacture of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party ACTR T-cells or SGI Antibodies (which representative is not as applicable) promptly after such Party’s Alliance Manager) is present or participating in such meetingissues arise. The Alliance Managers JMC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JMC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JMC chairperson will send draft meeting minutes to each member of the JSC JMC for review and approval within [***] Business Days after each JSC JMC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JMC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC JMC at the next JSC JMC meeting, and will be signed by the Alliance Managers.
Appears in 2 contracts
Sources: Collaboration Agreement (Unum Therapeutics, Inc.), Collaboration Agreement (Unum Therapeutics, Inc.)
Meetings. The During the Term, the JSC will meet at least once two (2) times per [***] during the Term unless the Parties mutually agree in writing to a different frequencyCalendar Year. No later than [***] ten (10) Business Days prior to any 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 [***] ten (10) 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 chairpersons of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] three (3) Business Days 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 one (1) meeting per [***] Calendar Year will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected mutually agreed upon by Surface ADT and by NovartisAnchiano. 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 [***] representative of two (2) JSC members from each Party (which representative is members do not include such Party’s Alliance Manager) is are 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 [***] twenty (20) Business 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 [***] five (5) Business Days of receipt. Upon any such objection, the members shall work together in good faith to promptly revise such minutes until such minutes are approved by all members of the JSC. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 2 contracts
Sources: Collaboration and License Agreement (Anchiano Therapeutics Ltd.), Collaboration and License Agreement (Anchiano Therapeutics Ltd.)
Meetings. The JSC will JDC shall meet at least once twice per [***] Calendar Year during the Term 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)JDC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JDC, shall 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) JDC by providing at least [***] Business Days 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 shall work with the chairperson of the JSC JDC and the Alliance Managers of both Parties each Party to provide the members of the JSC JDC no later than [***] Business Days 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 Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JDC attention. The JDC may meet in in-person, by videoconference or by teleconference. Notwithstanding Meetings of the foregoing, JDC shall be effective only if at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JDC for review and approval within [***] Business Days after each JSC JDC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC JDC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within [***] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JDC for review and approval within [***] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JDC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.
Appears in 1 contract
Sources: Option, License and Collaboration Agreement (Assembly Biosciences, Inc.)
Meetings. The JSC will JDC shall meet at least once per [***] Calendar Quarter during the Term 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)JDC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JDC, shall 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) JDC by providing at least [***] Business Days 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 shall work with the chairperson of the JSC JDC and the Alliance Managers of both Parties each Party to provide the members of the JSC JDC no later than [***] Business Days 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 Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JDC attention. The JDC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will Calendar Year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations alternately selected by Surface Arcus and by NovartisGilead, with [***] selecting the location of the first in-person JDC meeting, or at any other location mutually agreed by the members of the JDC. Each Party will shall bear the cost and expense of its respective JSC JDC members’ participation in JSC JDC meetings. Meetings of the JSC will JDC shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JDC for review and approval within [***] Business Days after each JSC JDC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC JDC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within [***] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JDC for review and approval within [***] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JDC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.
Appears in 1 contract
Sources: Option, License and Collaboration Agreement (Arcus Biosciences, Inc.)
Meetings. (a) The JSC will may meet, convene or be polled in person or by video or telephone conference (where all Parties can hear and be heard). In addition, the JSC may be polled through electronic mail or correspondence.
(b) The JSC shall meet on such dates, and at least once per such places and times or in such manner, as the members of the JSC shall agree from time to time. The first JSC meeting shall be held in person immediately following the Kick-Off Meeting and, unless otherwise agreed upon by the Parties, the subsequent JSC meetings shall be held […***…] during the Term unless the Parties mutually agree where one such meeting shall always be held in writing to a different frequency. No later than [***] Business Days prior to any meeting person.
(c) Meetings of the JSC (that are held in person shall alternate between the offices of BIAL’s facility in Portugal and NBIX’s facility in San Diego, California, USA, or at such shorter time period other place as the Parties may agree), with each Party bearing its own costs associated with attendance at such meetings. *** Confidential Treatment Requested
(d) The chairperson of the JSC shall alternate at each meeting between one of BIAL’s JSC members designated by BIAL and one of NBIX’s JSC members designated by NBIX.
(e) Acting on behalf of the chairperson, the Alliance Managers will prepare shall establish the timing (at a mutually agreed upon time with the other Party) and circulate an agenda for all JSC meetings and shall send notice of such meetings to all JSC members, including the agenda at least […***…] prior to the meeting; provided, however, that either Party may propose additional topics to request an ad-hoc JSC meeting (which may 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 (held by videoconference, teleconference or in personvideoconference) by providing at least […***…] Business Days prior written advance notice to the other Party, if the Party if requesting such Party ad-hoc meeting 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] 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 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 [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and the ad-hoc meeting will be signed by held as requested.
(f) The Alliance Managers shall be responsible for circulating all relevant materials to enable discussion and decision making at a JSC meeting at least […***…] prior to such meeting and shall jointly preside at the meeting to ensure the preparation of the meeting minutes. For the avoidance of doubt, the Alliance ManagersManagers shall not vote on any decisions of the JSC.
(g) The minutes shall be circulated to both Parties’ JSC members promptly following the JSC meeting for review, comment and written approval; provided, however, that both Parties acknowledge that the Alliance Manager of the Party to which the chairperson belongs shall prepare a first draft of the minutes within […***…] after each meeting.
Appears in 1 contract
Meetings. The JSC will JEC shall meet at least once per [***] Calendar Quarter during the Term 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)JEC, the Alliance Managers will Manager of [***], in collaboration with the chairperson of the JEC, shall 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) JEC by providing at least [***] Business Days 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 shall work with the chairperson of the JSC JEC and the Alliance Managers of both Parties each Party to provide the members of the JSC JEC no later than [***] Business Days 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 Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JEC consideration. The JEC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will Calendar Year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JEC meetings will be held at locations alternately selected by Surface ▇▇▇▇▇ and by NovartisGilead, with [***] selecting the location of the first in-person JEC meeting, or at any other location mutually agreed by the members of the JEC. Each Party will shall bear the cost and expense of its respective JSC JEC members’ participation in JSC JEC meetings. Meetings of the JSC will JEC shall be effective only if at least [***] one (1) JEC representative of each Party (which representative is not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of [***] shall be responsible for preparing reasonably detailed written minutes of all JSC JEC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JEC for review and approval within [***] Business Days after each JSC JEC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC JEC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within [***] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JEC for review and approval within [***] Business Days of receipt of the objection(s). Minutes will be officially endorsed by The same review procedures and timelines as set out in the JSC at immediately preceding sentence shall apply to such revised draft meeting minutes. In the next JSC meetingevent that there is such an objection, the JEC shall discuss, and will [***]. Once approved per this clause (c), the minutes shall be promptly signed by the Alliance Managers.
Appears in 1 contract
Sources: Option, License and Collaboration Agreement (Arcus Biosciences, Inc.)
Meetings. The JSC will meet at least once per [***] during the Term ], unless the Parties mutually agree in writing to a different frequency. The JSC may meet in person, by videoconference, or by teleconference, but at least one meeting of the JSC per Calendar Year will be in person unless the Parties otherwise agree in writing. In-person JSC meetings will be held at locations alternately selected by Arrowhead and by Novartis, or at any other location agreed by the members of the JSC. The first JSC meeting will be held within [***]following the Effective Date. Meetings of the JSC will be effective only if a quorum is present, which quorum will require the presence of at least one representative from each Party. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the JSC chairperson will work with the Alliance Managers will to prepare and circulate an agenda for such meeting; provided, however, that either Party . Additional topics may propose additional topics to be included on such agenda, either agenda prior to the meeting, and the Party or in the course of such meetingcommittee proposing an item will provide materials to the JSC representatives no later than [***] prior to the JSC meeting to support discussion. Either Party The JSC chairperson may also call a special meeting of the JSC (by videoconference, teleconference teleconference, or in person) by providing at least [***] Business Days prior written notice to if the other Party if such Party JSC chairperson reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party JSC chairperson will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC, promptly after the decision is made to hold such special JSC no later than [***] Business Days 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. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meetingdecision. The Alliance Managers working with the JSC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material all 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 meetings within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects , and endeavor to the accuracy of finalize such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next after each JSC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Sources: Exclusive License and Collaboration Agreement (Arrowhead Pharmaceuticals, Inc.)
Meetings. The JSC will JDC shall meet at least once one (1) time per [***] during the Term calendar quarter, unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. Either Party may also call a special meeting of the JDC (by videoconference or teleconference) by at least ten (10) Business Days’ prior written notice to the other Party, and such Party shall provide the JDC, no later than ten (10) Business Days prior to the special meeting, with materials reasonably adequate to enable informed discussion or decision-making, as applicable. No later than [***] ten (10) Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JDC, the Alliance Managers will chairperson of the JDC shall 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 JDC may meet in person, by videoconference or by teleconference, as the Parties agree. Notwithstanding Each Party shall bear the foregoing, expense of its respective JDC members’ participation in JDC meetings. Meetings of the JDC shall be effective only if at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will chairperson of the JDC shall be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect reflect, without limitation, all material decisions made and action items identified actions taken at such meetingsmeeting and further issues to be considered. The Alliance Managers will JDC chairperson shall send draft meeting minutes to each member of the JSC JDC for review and approval within [***] ten (10) Business Days after each JSC JDC meeting. Such minutes will shall be deemed approved unless [***] one or more members of the JSC objects JDC object to the accuracy of such minutes within [***] ten (10) Business Days of receipt. Minutes will The JDC may be officially endorsed disbanded at any time by the JSC at mutual agreement of the next JSC meetingParties, and will it being understood that matters previously to be signed considered by the Alliance ManagersJDC shall be considered directly by the Parties in good faith with the decision making allocation as described below in the event of any dispute on such matters.
Appears in 1 contract
Sources: License and Option Agreement (Jazz Pharmaceuticals PLC)
Meetings. The JSC will meet at least once twice per [***] during the Term Calendar Year, unless the Parties mutually agree in writing to a different frequency. The JSC may meet in person, by videoconference, or by teleconference, provided that at least one meeting of the JSC per Calendar Year will be in person. In-person JSC meetings will be held at locations in the United States and in Japan alternately selected by C▇▇▇▇▇ and by Licensee, or at any other location mutually agreed by the members of the JSC. The first JSC meeting shall be held within ninety (90) days of the Effective Date. Meetings of the JSC will be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. No later than [***] five (5) Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers together will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JSC at any meeting as part of such agenda will prepare and provide detailed materials to the JSC representatives to support discussion. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] ten (10) 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 of both Parties to provide the members of the JSC no later than [***] three (3) Business Days 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 considereddecision. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JSC chairperson will send draft meeting minutes to each member of the JSC for review and approval within [***] ten (10) Business Days after each JSC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC objects to the accuracy of such minutes within [***] ten (10) Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JSC will be promptly circulated by the JSC chairperson to each member of the JSC for review and approval within ten (10) Business Days of receipt, with such process repeating until the meeting minutes are approved by all JSC members. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Sources: Collaboration and License Agreement (Corbus Pharmaceuticals Holdings, Inc.)
Meetings. The JSC will JCC shall meet at least once [*] per [***] during the Term ], spaced at regular intervals unless the Parties mutually agree in writing to a different frequency. Either Party may also call a special meeting of the JCC (by videoconference or teleconference) by at least [*] Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, and such Party shall provide the JCC no later than [*] Business Days prior to the special meeting with materials reasonably adequate to enable an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JCC with less than then [*] Business Days notice if the Parties agree that an issue warrants an expedited meeting. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JCC, the Alliance Managers will chairperson of the JCC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 JCC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding In-person JCC meetings will be held at locations in the foregoing, U.S. alternately selected by Medivation and by Partner. Meetings of the JCC shall be effective only if at least one (1) meeting per [***] will be representative of each Party is present or participating in person unless such meeting. Each Party shall report to the Parties mutually agree in writing JCC on all material issues relating to waive the Commercialization of Products promptly after such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartisissues arise. Each Party will bear the expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will JCC chairperson shall send draft meeting minutes to each member of the JSC JCC for review and approval within [***] Business Days after each JSC JCC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JCC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Meetings. The Parties shall endeavor to have their first meeting of the JSC within [*] days after the Effective Date. The JSC will shall meet at least once [*] per [***] during the Term spaced at regular intervals unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. Either Party may also call a special meeting of the JSC (by videoconference or teleconference) by at least [*] Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, and such Party shall provide the JSC no later than [*] Business Days prior to the special meeting with materials reasonably adequate to enable an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JSC with less than [*] Business Days notice if the Parties agree that an issue warrants an expedited meeting. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairperson of the JSC shall 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 one (1) [*] meeting per [***] will shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC meetings will be held at locations in the U.S. alternately selected by Surface Medivation and by NovartisPartner. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall 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 chairperson of the JSC will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, material decisions made and action items identified at such meetings. The Alliance Managers will JSC chairperson shall send draft meeting minutes to each member of the JSC for review and approval within [***] Business 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. Minutes will be officially endorsed by the JSC at the next JSC meeting[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and will be signed by the Alliance ManagersMARKED 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.
Appears in 1 contract
Meetings. The JSC will meet and each JSC subcommittee shall hold meetings at least such times as it elects to do so, but in no event shall such meetings be held less frequently than once per every [***] during for the Term unless the Parties mutually agree in writing to a different frequency. No later JSC and not less frequently than every [***] Business Days prior to any meeting of for the JSC subcommittees (or at such shorter time period other frequency as the Parties may agreeJSC or relevant JSC subcommittee shall determine). In order to bring all issues up-to-date, 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 every other JSC subcommittee meeting of the JSC (by videoconference, teleconference or in person) by providing shall thereby take place at least [***] Business Days prior written notice before the next JSC meeting and the relevant subcommittee shall inform the JSC about any recommendations as well as refer unresolved matters to the JSC meeting. The JSC and the JSC subcommittees shall meet alternately at BASILEA’s facilities in Switzerland, and ASTELLAS’ facilities or at such other locations as the Parties may agree. Other employees of each Party if involved in the Development, Manufacturing, Commercialization or Regulatory Approval of the Product may attend meetings of the JSC or the JSC subcommittees (as non-voting participants, unless they are members of the relevant group), as needed, and consultants, representatives, or advisors involved in the Development, Manufacture, Commercialization or Regulatory Approval of the Product may attend meetings of each of the JSC and JSC subcommittees as non-voting observers; provided that such Third Party reasonably believes that a significant matter must be addressed prior representatives are under obligations of confidentiality and non use applicable to the next scheduled meetingConfidential Information of each Party and subject to consent of the other Party, which shall not be unreasonably withheld. Each Party shall be responsible for all of its own expenses of participating in which event such Party will work with the chairperson JSC or the JSC subcommittees. Meetings of the JSC and the Alliance Managers JSC subcommittees may be held by audio or video teleconference with the consent of both Parties to provide the members of the JSC no later than [***] Business Days 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, each Party; provided that at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] 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 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 [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects and each JSC subcommittee shall be held in person. Each Party has the right to request meetings if deemed necessary according to the accuracy requesting Party. No action taken at any meeting of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will shall be signed by the Alliance Managerseffective unless a representative of each Party is present or participating.
Appears in 1 contract
Sources: License and Co Development Agreement (Basilea Pharmaceutica Ltd.)
Meetings. The JSC JMC will meet at least once per [***] during the Term ], unless the Parties mutually agree in writing to a different frequency, and otherwise as agreed by the Parties with respect to Manufacturing activities-specific matters. The JMC may meet in person, by videoconference, or by teleconference, but at least one meeting of the JMC per Calendar Year will be in person unless the Parties otherwise agree in writing. In-person JMC meetings will be held at locations alternately selected by Arrowhead and by Novartis, or at any other location agreed by the members of the JMC. Meetings of the JMC will be effective only if a quorum is present, which quorum will require the presence of at least one representative of each Party. No later than [***] Business Days prior to the first meeting of the JMC in the 2025 stub-Calendar Year and in each Calendar Year thereafter while the JMC exists, the co-chairpersons for the JMC will prepare a communication plan setting forth a schedule of the dates of each meeting for the JMC for that Calendar Year (a “JMC Communication Plan”). No later than [***] prior to any meeting of the JSC JMC (or such shorter time period as the Parties may agree), the co-chairpersons of the JMC will work with the Alliance Managers will to prepare and circulate an agenda for such meeting; provided, however, that either Party . Additional topics may propose additional topics to be included on such agenda, either prior to or in the course meeting, and the Party proposing an item will provide materials to the representatives of such meetingthe JMC no later than [***] prior to the JMC meeting to support discussion. Either Party A JMC co-chairperson may also call a special meeting of the JSC JMC (by videoconference, teleconference teleconference, or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party JMC co-chairperson reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party JMC co-chairperson will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior JMC, promptly after the decision is made to the hold such special meeting JMC 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 one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meetingdecision. The Alliance Managers and the co-chairperson of the JMC will be responsible for preparing reasonably detailed written minutes of all JSC meetings of the JMC that reflect material all 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 meetings within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] such meeting of the JSC objects JMC, and endeavor to the accuracy of finalize such minutes within [***] Business Days after each meeting of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersJMC.
Appears in 1 contract
Sources: Exclusive License and Collaboration Agreement (Arrowhead Pharmaceuticals, Inc.)
Meetings. The JSC will JMC shall meet at least once [*] per [***] during the Term ], spaced at regular intervals unless the Parties mutually agree in writing to a different frequency. Either Party may also call a special meeting of the JMC (by videoconference or teleconference) by at least [*] Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, and such Party shall provide the JMC no later than [*] Business Days prior to the special meeting with materials reasonably adequate to enable an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JMC with less than then [*] Business Days notice if the Parties agree that an issue warrants an expedited meeting. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JMC, the Alliance Managers will chairperson of the JMC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 JMC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding In-person JMC meetings will be held at locations in the foregoing, U.S. alternately selected by Medivation and by Partner. Meetings of the JMC shall be effective only if at least one (1) meeting per [***] will be representative of each Party is present or participating in person unless such meeting. Each Party shall report to the Parties mutually agree in writing JMC on all material issues relating to waive the manufacturing of Products promptly after such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartisissues arise. Each Party will bear the expense of its respective JSC JMC members’ participation in JSC JMC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JMC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will JMC chairperson shall send draft meeting minutes to each member of the JSC JMC for review and approval within [***] Business Days after each JSC JMC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JMC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and will be signed by the Alliance ManagersMARKED 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.
Appears in 1 contract
Meetings. The JSC will Following its inception, the JDC shall meet at least once one (1) time per [***] during the Term Calendar Quarter (or more frequently when necessary), spaced at regular intervals, 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 JDC (by videoconference, teleconference videoconference or in personteleconference) by providing at least [***] ten (10) Business Days prior written notice to the other Party if in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event and such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to shall provide the members of the JSC JDC no later than [***] ten (10) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision decision; provided, however, that where a special meeting is called for on shorter notice with regard to a matter that does not admit delay, such notice and such materials shall be provided as early as possible in advance of such meeting. No later than ten (10) Business Days (or such shorter period as may be necessary in the matters event of a special meeting called for on shorter notice in accordance with the foregoing) prior to any meeting of the JDC, the secretariats shall jointly prepare and circulate an agenda for such meeting; provided, however, that either Party shall be free to propose additional topics to be consideredincluded on such agenda, either prior to or, subject to the consent of the other Party, in the course of such meeting. The JSC JDC may meet in person, or at the request of either Party, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations alternately selected and hosted by Surface ▇▇▇▇▇▇▇▇ and by NovartisAstraZeneca. Each Party shall report to the JDC on all material issues relating to the Development of Products for and in the Territory at the JDC meeting occurring after such issues arise. The host Party shall be responsible for the costs and expenses of the JDC meeting hosted, provided that each Party will bear the expense of its respective JSC JDC members’ and other attendees’ participation in JSC JDC meetings, including travel costs. Meetings of the JSC will JDC shall 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 secretariat of the host Party shall be responsible for preparing keeping reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will secretariat of the host Party shall send draft meeting minutes to the other Party’s secretariat, and each member of the JSC for secretariat shall seek and obtain review and approval of such minutes from its respective Party’s members of the JDC within [***] ten (10) Business Days after each JSC JDC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JDC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.ten
Appears in 1 contract
Sources: License, Development and Commercialization Agreement
Meetings. The JSC will meet at least once twice per [***] during the Term Calendar Year, unless the Parties mutually agree in writing to a different frequency. The JSC may meet in person, by videoconference, or by teleconference, provided that at least one (1) meeting of the JSC per Calendar Year will be in person. In-person JSC meetings will be held at locations in the United States and in Japan alternately selected by aTyr and by Kyorin, or at any other location mutually agreed by the members of the JSC. Meetings of the JSC will be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. No later than [***] five (5) Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers together will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JSC at any meeting as part of such agenda will prepare and provide detailed materials to the JSC representatives to support discussion. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] ten (10) 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 of both Parties to provide the members of the JSC no later than [***] three (3) Business Days 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 considereddecision. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JSC chairperson will send draft meeting minutes to each member of the JSC for review and approval within [***] twenty (20) Business Days after each JSC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC objects object to the accuracy of such minutes within [***] ten (10) Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JSC will be promptly circulated by the JSC chairperson to each member of the JSC for review and approval within ten (10) Business Days of receipt, with such process repeating until the meeting minutes are approval by all JSC members. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Sources: Collaboration and License Agreement (aTYR PHARMA INC)
Meetings. The JSC will Shared Territory JCC shall meet (i) in person for at least one hour once per [***] during the Term unless month or as otherwise agreed by the Parties mutually agree and (ii) by videoconference or by teleconference for at least one hour every second week, or, in writing to a different frequencyeach case, at such other frequency as is agreed by the Parties. No later than […***…] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)Shared Territory JCC, the Alliance Managers will chairperson shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to 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 Meetings of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party Shared Territory JCC shall be effective only 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 one (1) meeting per [***] will be representative of each Party is present or participating in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartismeeting. Each Party will bear the expense of its respective JSC Shared Territory JCC members’ participation in JSC Shared Territory JCC meetings. Meetings The chairperson of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers Shared Territory JCC will be responsible for preparing reasonably detailed written minutes of all JSC such meetings that reflect material decisions made summarize the discussions had and action items identified at such meetings. The Alliance Managers will Shared Territory JCC chairperson shall send draft meeting minutes to each member of the JSC Shared Territory JCC for review and approval within […***…] Business Days after each JSC Shared Territory JCC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC Shared Territory JCC objects to the accuracy of such minutes within […***…] Business Days of receipt, in which case the Shared Territory JCC chairperson shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the Shared Territory JCC for review and approval within […***…] Business Days of receipt of the objection(s). Minutes will be officially endorsed by The same review procedures and timelines set out in the JSC at the next JSC meeting, and will be signed by the Alliance Managersimmediately preceding sentence shall apply to such revised draft meeting minutes.
Appears in 1 contract
Meetings. The JSC will JRDC shall meet at least once per [***] during the Term per Calendar Quarter, unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least [***] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than [***] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JRDC, the Alliance Managers will chairperson of the JRDC shall 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 JRDC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, provided, however, at least one (1) meeting per [***] will shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC JRDC meetings will shall be held at locations alternately selected by Surface Dimension and by NovartisBayer. Each Party will shall bear the expense of its respective JSC JRDC members’ participation in JSC JRDC meetings. Meetings of the JSC will JRDC shall 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 chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JSC JRDC meetings that reflect reflect, without limitation, all material decisions made and action items identified at such meetings. The Alliance Managers will JRDC chairperson shall send draft meeting minutes to each member of the JSC JRDC for review and approval within [***] Business Days after each JSC JRDC meeting. Such minutes will shall be deemed approved unless [***] one or more members of the JSC JRDC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Sources: Collaboration and License Agreement (Ultragenyx Pharmaceutical Inc.)
Meetings. The JSC will JDC shall meet at least once per [***] during the Term calendar quarter, 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)JDC, the Alliance Managers will chairperson of the JDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to 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 JDC (by videoconference, teleconference 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 shall work with the chairperson of the JSC and the Alliance Managers of both Parties JDC to provide the members of the JSC JDC no later than […***…] Business Days 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 considereddecision. The JSC JDC may meet in person, or at the request of either Party, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations alternately selected by Surface Galapagos and by NovartisGilead or at any other location mutually agreed by the members of the JDC. Each Party shall report to the JDC on all material issues relating to the Development of Licensed Products for and in the Territory promptly after such issues arise. Each Party will bear the expense of its respective JSC JDC members’ participation in JSC JDC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The JDC chairperson shall send meeting minutes to each member of the JDC for review and approval and to the Alliance Managers for informational purposes within […***…] Business Days after each JDC meeting. Minutes will be deemed approved unless one or more members of the JDC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case the Gilead Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JSC JDC for review and approval within […***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***…] Business Days of receiptreceipt of the objection(s). The same review procedures and timelines set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. Minutes will be officially endorsed by the JSC JDC at the next JSC JDC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Meetings. The Parties shall endeavor to have their first meeting of the JSC within thirty (30) days after the Effective Date. The JSC will shall meet at least once per [*****] per Calendar Quarter during the Term spaced at regular intervals unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. Either Party may also call a special meeting of the JSC (by videoconference or teleconference) by at least ten (10) Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, and such Party shall provide the JSC no later than five (5) Business Days prior to the special meeting with materials reasonably adequate to enable an informed decision; provided that for urgent matters, a Party may call a special meeting of the JSC with less than (10) Business Days’ notice if the Parties agree that an issue warrants an expedited meeting. No later than [***] ten (10) Business Days prior to any regularly scheduled meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairpersons of the JSC shall 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 one (1) meeting per [*****] will per Calendar Year shall be in person through the end of [*****], and thereafter at least [*****] per Calendar Year shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC meetings will be held at locations in the U.S. alternately selected by Surface Anacor and by NovartisSandoz. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall be effective only if at least [*****] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairpersons of the JSC will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, material decisions made and action items identified at such meetings. The Alliance Managers will JSC chairpersons shall send draft meeting minutes to each member of the JSC for review and approval within [***] ten (10) Business 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 [***] ten (10) Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Sources: Distribution and Commercialization Agreement (Anacor Pharmaceuticals, Inc.)
Meetings. The JSC IAC will meet at least twice a year, once per [***] during annually in conjunction with the Term unless IFTA Audit Workshop and once in conjunction the Parties mutually agree in writing to a different frequency. No later than [***] IFTA Annual 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 The IAC may also call a special meeting of meet at such other times and locations as may be determined by 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 Steering Committee. The Steering Committee will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide notify the members of the JSC no later than [***] Business Days prior to IAC of the special time and place of a IAC 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 one (1) meeting per [***] will be in person unless thirty days before the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers presence of half the members of the IAC will constitute a quorum for meetings of the IAC. An official action of the IAC will require a majority vote of the members of the IAC present at a meeting. The Chair will preside at all IAC meetings. In the absence of the Chair, the Vice-Chair will preside. In the absence of both these officers, a member of the Steering Committee will preside. The meetings of the IAC will be open to all industry representatives for purposes of taxpayer discussion. Industry representatives who are not members of the IAC will be allowed to participate fully in IAC discussions, but will not be entitled to vote. IFTA Board members and IFTA, Inc., staff are encouraged to attend IAC meetings. The Steering Committee will be responsible for preparing reasonably detailed written the agenda of business for each meeting. The agenda will give priority to business concerning IFTA. When and if, during an IAC meeting, the IAC discusses issues other than issues pertaining to IFTA and fuel taxation, the IAC will not be acting under the auspices of IFTA or IFTA, Inc., and this will be reflected in the minutes of all JSC meetings that reflect material decisions made and action items identified at any such meetingsmeeting. The Alliance Managers will send draft meeting minutes to each A member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes Steering Committee will be deemed approved unless [***] responsible for producing minutes of each meeting of the JSC objects IAC, which will be circulated to the accuracy members of such minutes the IAC within [***] Business Days of receipt. Minutes thirty days following each meeting and which will be officially endorsed open to public inspection at the office of IFTA, Inc. Pursuant to its deliberations, the IAC will from time to time make resolutions, take positions, or otherwise express its recommendations on matters of policy affecting IFTA. The formal determinations of the IAC will be reflected in the minutes and may, as appropriate, be submitted to IFTA, Inc., to the Board, to other IFTA Committees, or to the IFTA membership for their consideration. If, at a time when the IAC is not scheduled to meet, or cannot meet, the Board calls on the IAC for advice, or an emergent situation demands an industry position, the Steering Committee may poll IAC members by any appropriate means in order to obtain a sense of the IAC on the issue at hand. The IAC membership shall be promptly notified by the JSC at Steering Committee of the next JSC meeting, and will be signed by the Alliance Managersadvice given or position taken pursuant to such a poll.
Appears in 1 contract
Sources: Charter
Meetings. The JSC will JMAC shall meet at least once per [***] during the Term ], spaced at regular intervals 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)JMAC, the Alliance Managers will chairperson of the JMAC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to 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 JMAC (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 shall work with the chairperson of the JSC and the Alliance Managers of both Parties JMAC to provide the members of the JSC JMAC no later than [***] Business Days 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 considereddecision. The JSC JMAC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding In-person JMAC meetings will be held at locations in the foregoing, U.S. alternately selected by Medivation and by Astellas or at any other location mutual agreed by the members of the JMAC. Meetings of the JMAC shall be effective only if at least one (1) meeting per [***] will be representative of each Party is present or participating in person unless such meeting. Each Party shall report to the Parties mutually agree in writing JMAC on all material issues relating to waive Medical Affairs Activities with respect to Products promptly after such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartisissues arise. Each Party will bear the expense of its respective JSC JMAC members’ participation in JSC JMAC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JMAC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will JMAC chairperson shall send draft meeting minutes to each member of the JSC JMAC for review and approval within [***] Business Days after each JSC JMAC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JMAC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC JMAC at the next JSC JMAC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Meetings. The JSC will meet (a) at least once per [***] during prior to March 31, 2024, (b) at least [***] per Kaken Fiscal Year after March 31, 2024 and prior to obtaining Regulatory Approval for the Term Initial Indication in the Kaken Territory and (c) at least [***] per Kaken Fiscal Year after obtaining such Regulatory Approval, unless the Parties mutually agree in writing to not meet or to meet at a different frequency. No later than The JSC may meet in person, by videoconference, or by teleconference. The first JSC meeting shall be held within [***] ]. Meetings of the JSC will be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings, with any fees for interpretation being borne fifty percent (50%) by each Party. No later than five (5) Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers together will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party that will be presenting to the JSC at any meeting as part of such agenda will prepare and provide detailed materials to the JSC representatives to support discussion. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] ten (10) 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 of both Parties to provide the members of the JSC no later than [***] three (3) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on decision, with the matters to be consideredreasonable fees for interpretation at such a special meeting being borne entirely by the Party requesting the special meeting. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JSC chairperson will send draft meeting minutes to each member of the JSC for review and approval within [***] ten (10) Business Days after each JSC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC objects to the accuracy of such minutes within [***] ten (10) Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JSC will be promptly circulated by the JSC chairperson to each member of the JSC for review and approval within ten (10) Business Days of receipt, with such process repeating until the meeting minutes are approved by all JSC members. Minutes will be officially endorsed by the JSC at the next JSC meeting, meeting and will be signed by the Alliance Managersone (1) JSC representative of each Party.
Appears in 1 contract
Sources: Collaboration and License Agreement (CymaBay Therapeutics, Inc.)
Meetings. The JSC will JDC shall meet at least once two (2) times per [***] during the Term calendar year, unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. Either Party may also call a special meeting of the JDC (by videoconference or teleconference) by at least ten (10) Business Days’ prior written notice to the other Party, and such Party shall provide the JDC, no later than ten (10) Business Days prior to the special meeting, with materials reasonably adequate to enable informed discussion or decision-making, as applicable. No later than [***] ten (10) Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JDC, the Alliance Managers will chairperson of the JDC shall 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 JDC may meet in person, by videoconference or by teleconference, as the Parties agree. Notwithstanding Each Party shall bear the foregoing, expense of its respective JDC members’ participation in JDC meetings. Meetings of the JDC shall be effective only if at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will chairperson of the JDC shall be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect reflect, without limitation, all material decisions made and action items identified actions taken at such meetingsmeeting and further issues to be considered. The Alliance Managers will JDC chairperson shall send draft meeting minutes to each member of the JSC JDC for review and approval within [***] ten (10) Business Days after each JSC JDC meeting. Such minutes will shall be deemed approved unless [***] one or more members of the JSC objects JDC object to the accuracy of such minutes within ten (10) Business Days of receipt. The JDC may be disbanded at any time by the mutual agreement of the Parties, it being understood that matters previously to be considered by the JDC shall be considered directly by the Parties in good faith with the decision making allocation as described below in the event of any dispute on such matters. [***] Business Days of receipt. Minutes will be officially endorsed = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) the JSC at type that the next JSC meeting, and will be signed by the Alliance Managersregistrant treats as private or confidential.
Appears in 1 contract
Meetings. The JSC will JCC shall meet at least once per [***] during the Term calendar quarter, 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)JCC, the Alliance Managers will chairperson of the JCC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to 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 JCC (by videoconference, teleconference teleconference, or in person) 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 shall work with the chairperson of the JSC and the Alliance Managers of both Parties JCC to provide the members of the JSC JCC no later than […***…] Business Days 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 considereddecision. The JSC JCC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JCC meetings will be held at locations alternately selected by Surface Galapagos and by NovartisGilead or at any other location mutually agreed by the members of the JCC. Meetings of the JCC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party shall report to the JCC on all material issues relating to the Commercialization of Licensed Products and Gilead Combination Products, as applicable, promptly after such issues arise. Each Party will bear the expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material all decisions made and action items identified at such meetings. The JCC chairperson shall send meeting minutes to each member of the JCC for review and approval and the Alliance Managers for informational purposes within […***…] Business Days after each JCC meeting. Minutes will be deemed approved unless one or more members of the JCC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case the Gilead Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JSC JCC for review and approval within […***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***…] Business Days of receiptreceipt of the objection(s). The same review procedures and timelines set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. Minutes will be officially endorsed by the JSC JCC at the next JSC JCC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Meetings. The JSC will shall meet at least once per [***] during the Term 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 or as otherwise agreed by the other Party if Parties, and such Party reasonably believes meetings may be conducted by telephone, videoconference or in person as determined by the co-chairs; provided, however, that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson upon mutual agreement of the Parties, JSC discussion and decisions can be communicated electronically provided that such discussion and decisions are summarized by the Alliance Managers and treated for all purposes as minutes of both Parties to provide the members a meeting of the JSC JSC. The first meeting shall be no later than [***] Business Days prior to after the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be consideredEffective Date. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will co-chairs shall be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC responsible for calling meetings will be held at locations alternately selected by Surface and by Novartison reasonable prior notice. Each Party will bear shall use Commercially Reasonable Efforts to make all proposals for agenda items and to provide all appropriate information with respect to such proposed items reasonably in advance of the expense of its respective applicable meeting. The Alliance Managers may suggest topics for the agenda for JSC members’ participation in meetings by forwarding such topics and relevant information to the JSC meetingschairpersons. Meetings Each Party may also call for special meetings of the JSC will be effective only if with reasonable prior written notice (it being agreed that at least [***] representative shall constitute reasonable notice) to resolve particular matters requested by such Party and within the decision-making responsibility of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meetingthe JSC. The Alliance Managers will be responsible for preparing reasonably detailed written minutes Each co-chair shall ensure that its JSC members receive adequate notice of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting responsibility for preparing the minutes to each member of meetings of the JSC will alternate between the Alliance Managers (or their designees) on a meeting-by-meeting basis. The Alliance Manager responsible for review and approval the minutes for a particular meeting will circulate, within [***] Business Days after each following the applicable meeting, to the other Alliance Manager and the members of the JSC meetingdraft minutes for review and approval by the JSC, which minutes will set forth, among other things, a description, in appropriate detail, of any actions, decisions or determinations approved by the JSC. Such minutes will be deemed approved unless effective upon approval by the JSC, with each Party’s representatives on the JSC collectively having [***] vote. If the minutes of any meeting of the JSC objects to are not approved by the accuracy of such minutes JSC within [***] Business Days of receipt. Minutes will be officially endorsed by following the JSC at the next JSC applicable meeting, the Party objecting to approval of such minutes will append to the proposed minutes a notice of objection with details regarding such Party’s objections, and such proposed minutes will become final. Each Party shall be signed by the Alliance Managers.responsible for all of its own expenses incurred in connection with participating in all such meetings. Amgen Contract No. [***]
Appears in 1 contract
Sources: Research Collaboration and License Agreement (TScan Therapeutics, Inc.)
Meetings. The Parties shall endeavor to have their first meeting of the JSC within [***]. The JSC will shall meet at least once per [***] per Calendar Quarter during the Term spaced at regular intervals unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. Either Party may also call a special meeting of the JSC (by videoconference or teleconference) by providing at least [***] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, and such Party shall provide the JSC no later than [***] prior to the special meeting with materials reasonably adequate to enable an informed decision. No later than [***] Business Days prior to any regularly scheduled meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairpersons of the JSC shall 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 one (1) meeting per [***] will meetings per Calendar Year shall be in person unless the Parties mutually agree in writing to waive such requirementperson. In-person JSC meetings will be held at locations in the U.S. alternately selected by Surface MC2 and by NovartisEPI Health. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall be effective only if at least [***] one (1) JSC 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 reasonably detailed written minutes of all JSC meetings that reflect material reflect, without limitation, decisions made and action items identified at such meetings. The Alliance Managers will shall send draft meeting minutes minutes, including a description of all discussions and decisions, to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] one (1) or more members of the JSC objects object to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Sources: Promotion and Collaboration Agreement (Novan, Inc.)
Meetings. The JSC will meet shall hold meetings at least once per [***] (3) three times each calendar year during the Term for so long as the JSC exists, unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. No later than [***] Business Days The Subcommittees shall meet at such times as are agreed by the Parties. Either Party may also call a special meeting of any Committee in the event such Party reasonably believes that a significant matter must be addressed prior to any the next regularly scheduled meeting and, reasonably in advance of such special meeting, such Party shall provide the JSC (or such shorter time period as the Parties may agree)applicable Committee with materials adequate to enable an informed discussion. Reasonably in advance of each Committee meeting, the Alliance Managers will (or their designees), on an alternating basis, shall 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 Each Committee may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, No action taken at a Committee meeting shall be effective unless at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will (or their designees), on an alternating basis, shall be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made each Committee meeting and action items identified at such meetings. The Alliance Managers will shall send draft meeting minutes to each member representative of the JSC applicable Committee for review and approval within [***] Business Days after each JSC meetingreview. Such The Parties shall agree on meeting minutes will be deemed approved unless [***] promptly, but in any event no later than twenty (20) days following receipt thereof; provided that, if the Parties cannot agree as to the content of the JSC objects to the accuracy of meeting minutes by such timeframe, such minutes within [***] Business Days shall be finalized to reflect any areas of receiptdisagreement. Minutes will Each Party may invite, in addition to its Committee representatives, any number of employees (including employees of Affiliates) and, with the prior written consent of the other Party, not to be officially endorsed unreasonably withheld, any number of Third Parties, to attend Committee meetings as non-voting participants, provided that, prior to attending such meetings, such Third Party participants shall be bound by the JSC at the next JSC meeting, written obligations of confidentiality and will be signed by the Alliance Managersnon-use consistent with those contained in this Agreement.
Appears in 1 contract
Sources: Product Collaboration and License Agreement (Eagle Pharmaceuticals, Inc.)
Meetings. The JSC will shall meet at least once per [***] during in accordance with a schedule established by mutual written agreement of the Term unless the Parties mutually agree in writing to a different frequency. No later Parties, but no less frequently than [****] Business Days prior to any meeting per Calendar Quarter following the Effective Date until such time as the JSC is disbanded in accordance with this Agreement. Each of the co-chairpersons 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 for special meeting meetings to resolve matters within the purview of the JSC (by videoconference, teleconference or in person) by providing at least [****] Business Days prior written notice to the other Party if (or such Party reasonably believes that a significant matter must shorter period of time as may be addressed prior agreed to by the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days 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 consideredother Party). The JSC may shall meet in personby means of teleconference, by videoconference or by teleconference. Notwithstanding the foregoingother similar means, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. Inbut if in-person JSC meetings will be held at locations alternately selected by Surface are necessary, the location for meetings is expected to alternate between Evaxion and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetingsMSD facilities as practicable. Meetings of the JSC will be effective only if at least [***] one (1) representative of each Party is present. As appropriate, additional employees or consultants may, from time-to-time, attend the JSC meetings; provided that any such attendees who are Third Party personnel shall agree in writing to comply with the confidentiality obligations under this Agreement; provided, further, that no Third Party personnel may attend unless otherwise agreed by both Parties. Each Party shall bear its own expenses related to the attendance of the JSC meetings by its representatives. MSD’s designee (which representative is not such Partyor alternatively, MSD’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written shall keep minutes of each JSC meeting that records in writing all JSC meetings that reflect material decisions made and made, action items identified at such meetingsassigned or completed and other appropriate matters. The Alliance Managers will MSD shall use reasonable efforts to send draft meeting minutes to each member all members of the JSC for review and approval within [****] Business Days after each JSC meetinga meeting for review. Such minutes will be deemed approved unless Each member shall have [***] of the JSC objects to the accuracy of such minutes within [***] Business Days following receipt of receiptsuch minutes in which to approve (such approval not to be unreasonably withheld, conditioned or delayed) or provide comments to the minutes. Minutes will If a member, within such time period, does not notify MSD that they do not approve of the minutes, the minutes shall be officially endorsed deemed to have been approved by the JSC at the next JSC meeting, and will be signed by the Alliance Managerssuch member.
Appears in 1 contract
Meetings. The JSC will JCC shall meet at least once per [****] per Calendar Quarter during the Term (spaced at regular intervals) 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 frequency 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 meetingmeetings. Either Party may also call a special meeting of the JSC JCC (by videoconference, teleconference videoconference or in personteleconference) by providing at least [****] Business Days Days’ prior written notice to the other Party if in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meetingmeeting of the JCC, in which event and such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to shall provide the members of the JSC JCC no later than [****] Business Days prior to the special meeting with materials that such Party reasonably believes in good faith are sufficient to enable the JCC members to make an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JCC on less than [****] Business Days’ prior written notice if the Parties, as confirmed in writing by the Alliance Managers, agree that an issue warrants an expedited meeting. No later than [****] Business Days prior to any meeting of the JCC, the Alliance Managers (or their respective designees) shall prepare and circulate an agenda for the such meeting and materials reasonably adequate each Party shall be permitted to enable an informed decision on the matters propose additional topics to be consideredincluded on such agenda. The JSC JCC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JCC meetings will be held at locations alternately selected by Surface Alnylam and by NovartisRoche. Each Party will bear the expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will JCC shall be effective only if at least [***] representative one (1) member of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers (or their respective designees) will be responsible for preparing reasonably detailed the preparation of written minutes of all JSC JCC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers (or their respective designees) will send deliver draft meeting minutes to each member of the JSC JCC for their review and approval within [****] Business Days after each JSC JCC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC JCC objects in writing to the accuracy of such minutes within [****] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managersafter receipt thereof.
Appears in 1 contract
Sources: Collaboration and License Agreement (Alnylam Pharmaceuticals, Inc.)
Meetings. The During the Term, the JSC will meet on at least once per a [**] basis, [*] during the Term JSC will meet on at least a [*] basis, unless otherwise agreed to by the Parties mutually agree in writing to a different frequencyJSC. No later than [***] Business Days prior to any 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 the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, in which event such Party will work with the chairperson Chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. 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 one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected agreed upon by Surface HFB and by NovartisFibroGen. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is are present or participating (including by videoconference or teleconference) 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 [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Sources: Exclusive License and Option Agreement (Fibrogen Inc)
Meetings. The During the Term, the JSC will meet at least once per [***] during unless otherwise agreed to by the Term unless the Parties mutually agree in writing to a different frequencyJSC. No later than [***] Business Days prior to any 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 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 chairpersons of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days 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 one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected mutually agreed upon by Surface Hansoh and by NovartisEQRx. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if each Party’s Alliance Manager and at least [***] representative of JSC members from each Party (of which representative is not [***] such member may be such Party’s Alliance Manager) is are 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 the respective co-chairpersons of the JSC for each Party for review and approval within [***] Business 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. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managersboth chairpersons.
Appears in 1 contract
Sources: Strategic Collaboration and License Agreement (CM Life Sciences III Inc.)
Meetings. The JSC will shall meet at least once per [***] Calendar Quarter during the Term 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)JSC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JSC, shall 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 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 shall work with the chairperson of the JSC and the Alliance Managers of both Parties each Party to provide the members of the JSC no later than [***] Business Days 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 Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JSC consideration. The JSC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will Calendar Year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface Arcus and by NovartisGilead, with [***] selecting the location of the first in-person JSC meeting, or at any other location mutually agreed by the members of the JSC. Each Party will shall bear the cost and expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall 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 Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within [***] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JSC for review and approval within [***] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JSC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.
Appears in 1 contract
Sources: Option, License and Collaboration Agreement (Arcus Biosciences, Inc.)
Meetings. The JSC will meet at least once per [***] during the Term 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 per Calendar Quarter, or at a frequency otherwise agreed by the other Party if Parties. The JSC may conduct such Party reasonably believes meetings by telephone, videoconference, or in person (at a mutually agreed location) as determined by the co-chairpersons; provided, that a significant matter must be addressed prior to the next scheduled meeting, Parties will endeavor meet in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than person for at least [***] Business Days prior to JSC meetings per year until the First Commercial Sale of the Licensed Bispecific, alternating between Amgen’s and Molecular Partners’ respective offices (or at such other location as mutually agreed). Each co-chairperson will ensure that its JSC members receive adequate notice of such meetings. Each Party may call special meeting meetings of the JSC 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 one (1) meeting per [***] will be prior written notice, or a shorter time-period in person unless exigent circumstances, to resolve particular matters requested by such Party that are within the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear purview of the expense of its respective JSC members’ participation in JSC meetingsJSC. Meetings of the JSC will be are effective only if at least [***] representative of each Party (which representative is participates in such meeting. As appropriate, and provided that not such less than [***] prior written notice has been given to the other Party, other employees of the Parties may attend JSC meetings as observers. A Party shall not bring a Third Party to a meeting without the other Party’s Alliance Manager) is present prior consent, such consent not to be unreasonably withheld, conditioned, or participating delayed, and any such Third Party that attends a JSC meeting shall be bound by confidentiality and non-use obligations consistent with the terms of this Agreement. Each Party shall use reasonable efforts to make all proposals for agenda items and to provide all appropriate information with respect to such proposed items reasonably in such advance of the applicable meeting. The Alliance Managers will be responsible may suggest topics for preparing reasonably detailed written minutes of all the agenda for JSC meetings that reflect material decisions made by forwarding such topics and action items identified at such meetingsrelevant information to the JSC chairpersons. The Alliance Managers will send draft meeting minutes to each member chairpersons of the JSC shall promptly prepare and circulate for review and approval within [***] Business Days after of the Parties minutes of each JSC meeting. Such The Parties shall agree on the minutes will of each meeting as promptly as practicable following such meeting. Each Party is responsible for its own expenses incurred in connection with participating in and attending all such meetings. Each Party’s representatives and employee observers shall be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed bound by the JSC at the next JSC meeting, and will be signed by the Alliance Managersobligations of confidentiality set forth in Article 13.
Appears in 1 contract
Sources: Collaboration and License Agreement (Molecular Partners Ag)
Meetings. The JSC will JCC shall meet at least once per [***] Calendar Quarter during the Term 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)JCC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JCC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to 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) JCC 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 shall work with the chairperson of the JSC JCC and the Alliance Managers of both Parties each Party to provide the members of the JSC JCC no later than [***] Business Days 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 Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JCC consideration. The JCC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will Calendar Year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JCC meetings will be held at locations alternately selected by Surface Arcus and by NovartisGilead, with [***] selecting the location of the first in-person JCC meeting, or at any other location mutually agreed by the members of the JCC. Each Party will shall bear the cost and expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will JCC shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JCC for review and approval within [***] Business Days after each JSC JCC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC JCC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within [***] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JCC for review and approval within [***] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JCC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.
Appears in 1 contract
Sources: Option, License and Collaboration Agreement (Arcus Biosciences, Inc.)
Meetings. (i) The JSC will JRC shall meet at least once [***] per [***] during or more or less often as otherwise agreed by the Term unless the Parties mutually agree in writing to a different frequencyParties. No later than [***] Business Days prior to any meeting The chairperson of the JSC JRC shall be responsible for calling meetings on reasonable prior notice. Each Party shall use reasonable efforts to make all proposals for agenda items and to provide all appropriate information with respect to such proposed items reasonably in advance (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 if reasonably practicable) of the applicable meeting. Each Alliance Manager may require topics to be included for the agenda for JRC meetings (to the extent within the scope of the JRC) by forwarding such topics and relevant information to the JRC chairperson. The Alliance Managers shall prepare and circulate the minutes of each meeting for review and approval of the JRC. The JRC shall agree on the minutes of each meeting as promptly as practicable following such meeting.
(ii) Representatives of the Parties on the JRC may attend meetings by telephone, videoconference or in person. At least [***] JRC meeting per year shall be held in person, unless the Parties otherwise mutually agree.
(iii) As appropriate (subject to the discretion of the chairperson of the JRC, with approval not to be unreasonably withheld, conditioned or delayed), and provided that not less than [***] Business Days’ prior written notice has been given to the other Party, Third Parties may attend JRC meetings as observers; provided, however, that a Party shall not bring a Third Party to a meeting without the other Party’s prior written consent; and provided further, however, that each such Third Party (x) shall not vote or otherwise participate in the decision-making process of the JRC, and (y) shall be bound by obligations of confidentiality and non-disclosure, and obligations to assign inventions, consistent with those set forth in Article 8 and Article 12.
(iv) Each Party may also call for special meetings of the JRC with reasonable prior written notice to the other Party if such Party reasonably believes (it being agreed 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 of both Parties to provide the members of the JSC no later than at least [***] Business Days prior shall constitute reasonable notice) to resolve particular matters requested by such Party and within the special meeting with an agenda for decision-making authority of 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 one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by NovartisJRC. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will shall be responsible for preparing reasonably detailed written minutes all of its own expenses incurred in connection with participating in 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 [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Sources: Collaboration and License Agreement (CytomX Therapeutics, Inc.)
Meetings. The JSC will JDC shall meet at least once per [***] during the Term ], 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)JDC, the Alliance Managers will chairpersons of the JDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to 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 JDC (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 shall work with the chairperson chairpersons of the JSC and the Alliance Managers of both Parties JDC to provide the members of the JSC JDC no later than [***] Business Days 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 considereddecision. The JSC JDC may meet in person, or at the request of either Party, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will shall be held at locations alternately selected by Surface Arvinas and by Novartis. Each Party will bear Pfizer or at any other location mutually agreed by the expense members of its respective JSC members’ participation in JSC meetingsthe JDC. Meetings of the JSC will JDC shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is are present or participating in such meeting. Each Party shall report to the JDC on all material issues relating to the Development of Licensed Products for and in the Territory promptly after such issues arise. Each Party shall bear the expense of its respective JDC members’ participation in JDC meetings. The Alliance Managers will chairpersons shall be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will JDC chairpersons shall send draft meeting minutes to each member of the JSC JDC for review and approval within [***] Business Days after each JSC JDC meeting. Such Approved minutes will shall be deemed approved unless [***] of the JSC objects distributed to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed JDC by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersJDC chairpersons.
Appears in 1 contract
Meetings. The JSC will JMAC shall meet at least once per [***] during the Term ], 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)JMAC, the Alliance Managers will chairperson of the JMAC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to 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 JMAC (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 shall work with the chairperson of the JSC and the Alliance Managers of both Parties JMAC to provide the members of the JSC JMAC no later than [***] Business Days 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 considereddecision. The JSC JMAC may meet in person, or at the request of either Party, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JMAC meetings will be held at locations in the U.S. alternately selected by Surface BMP and by NovartisRoche or at any other location mutually agreed by the members of the JMAC. Each Party shall report to the JMAC on all material issues relating to Medical Affairs Activities with respect to Licensed Products promptly after such issues arise. Each Party will bear the expense of its respective JSC JMAC members’ participation in JSC JMAC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JMAC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will JMAC chairperson shall send draft meeting minutes to each member of the JSC JMAC for review and approval within [***] Business Days after each JSC JMAC meeting. Such Approved minutes will shall be deemed approved unless [***] of the JSC objects distributed to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed JMAC by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersJMAC chairperson.
Appears in 1 contract
Meetings. The JSC will meet at least once per [***] during the Term unless the Parties mutually agree Research Term. The JSC may conduct such meetings by telephone, videoconference, or in writing to a different frequencyperson. No later than [***] Business Days prior to any meeting Each Alliance Manager may call special meetings 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 with at least [***] Business Days prior written notice notice, or a shorter time period in exigent circumstances, to the other Party if resolve particular matters requested by such Party that are within the purview of the JSC, the resolution of which cannot be reasonably believes that a significant matter must be addressed prior to postponed until the next regularly scheduled JSC meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days 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 one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be are effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating participates in such meeting, not including the Alliance Manager. The Each Alliance Managers will Manager shall be permitted to attend meetings of the JSC, and any Working Group, as a non-voting observer. Each Alliance Manager may invite a reasonable number of other participants, in addition to its representatives, to attend JSC meetings in a non‑voting capacity; provided that if either Alliance Manager intends to have any Third Party (including any consultant) attend such a meeting, such Alliance Manager shall provide prior written notice to the other Alliance Manager. Such Alliance Manager shall ensure that each such Third Party is bound by confidentiality and non-use obligations consistent with the terms of this Agreement. Each Party is responsible for preparing reasonably detailed written minutes of its own expenses incurred in connection with participating in and attending all JSC meetings that reflect material decisions made and action items identified at such meetings. The [*] Alliance Managers will Manager or his/her designee shall keep minutes of each JSC meeting that records in writing all decisions made, action items assigned or completed and other appropriate matters. The [*] Alliance Manager shall send draft meeting minutes to each member all members of the JSC promptly after a meeting for review and approval within review. Each JSC member shall have [**] from receipt in which to comment on and to approve the minutes (such approval not to be unreasonably withheld, [*] Business Days after each Certain information in this document has been omitted as the information is not material and would be competitively harmful if publicly disclosed. conditioned or delayed). If a JSC meeting. Such member, within such time period, does not notify the [*] Alliance Manager that s/he does not approve of the minutes, the minutes will shall be deemed to have been approved unless by such member. The Parties acknowledge and agree that, notwithstanding the requirements of this Section 2.6 for the JSC to meet [***] ], the Parties shall communicate and meet (as appropriate, including via the Project Managers) on a more informal basis as needed to discuss the progress of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersResearch Programs.
Appears in 1 contract
Meetings. The JSC will During the period prior to [*], the JDC shall meet at least once [*] per [***] during the Term ], spaced at regular intervals unless the Parties mutually agree in writing to a different frequency. Thereafter, the JDC shall meet at least [*] per [*], spaced at regular intervals unless the Parties mutually agree in writing to a different frequency. Following the Initial Approval Date, either Party may also call a special meeting of the JDC (by videoconference or teleconference) by at least [*] Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next [ * ] = 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. scheduled meeting, and such Party shall provide the JDC no later than [*] Business Days prior to the special meeting with materials reasonably adequate to enable an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JDC with less than then [*] Business Days notice if the Parties agree that an issue warrants an expedited meeting. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JDC, the Alliance Managers will chairperson of the JDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 JDC may meet in person, or at the request of either Party, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations in the U.S. alternately selected by Surface Medivation and by NovartisPartner. Each Party shall report to the JDC on all material issues relating to the Development of Products for and in the Territory at the JDC meeting occurring after such issues arise. Each Party will bear the expense of its respective JSC JDC members’ participation in JSC JDC meetings. Meetings of the JSC will JDC shall 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 chairperson of the JDC shall be responsible for preparing keeping reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will JDC chairperson shall send draft meeting minutes to each member of the JSC JDC for review and approval within [***] Business Days after each JSC JDC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JDC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Meetings. From time to time, the JSC may establish working groups or subcommittees of the JSC (“Subcommittees”) as it deems necessary to oversee particular activities or otherwise achieve the objectives and intent of this Agreement in addition to the Subcommittees of the JSC that are the JDC, JPC and JRC (which have been set out in this Agreement), and such Subcommittees will be constituted and have such responsibility, and be subject to such procedures, as the JSC approves. The JSC JDC, JPC and JRC will meet as necessary to carry out their respective duties, but at least once per [***] Calendar Quarter during the Term their respective tenure, unless the Parties mutually agree otherwise agreed by its members. The meetings may occur in writing to a different frequencyperson or via teleconference or videoconference. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)For in person meetings, 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 location ‑26‑ 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC Subcommittee meetings will be held at locations alternately selected alternate between a location designated by Surface GSK and a location designated by NovartisWave. Each Party will bear the expense of be responsible for its respective JSC members’ participation own expenses in JSC attending such meetings. Meetings of the JSC each such Subcommittee 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. 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 this Agreement. The Alliance Managers will be responsible for preparing agendas and, after each meeting of each such Subcommittee, preparing reasonably detailed written minutes of all JSC meetings (in English) that reflect material decisions recommendations made and action items identified at all 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 approval of each such Subcommittee within [***] Business Days after each JSC meeting. Such Approval of Subcommittee meeting minutes will be deemed approved unless [***] documented in the minutes of the JSC objects to the accuracy next meeting of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersSubcommittee.
Appears in 1 contract
Sources: Collaboration and License Agreement (Wave Life Sciences Ltd.)
Meetings. (i) The JSC will shall meet at least once per [***] during Calendar Quarter or more or less often as otherwise agreed by the Term unless Parties, with the Parties mutually agree in writing to a different frequencylocation of such meetings alternating between locations designated by Santen and locations designated by Aerie. No later than [***] Business Days The chairperson of the JSC shall be responsible for calling meetings on reasonable prior notice. Prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairperson of the JSC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to which shall be included on such agenda, either prior to or in the course of such meeting. Either Each Party may also call a special meeting shall use reasonable efforts to make all proposals for agenda items and to provide all appropriate information with respect to such proposed items reasonably in advance (at least three (3) Business Days if reasonably practicable) of the applicable meeting. Each Alliance Manager may require topics to be included for the agenda for JSC meetings (by videoconference, teleconference or in personto the extent within the scope of the JSC) by providing at least [***] Business Days prior written notice forwarding such topics and relevant information to the other Party JSC chairperson. The Parties may mutually agree not to hold a meeting if such Party reasonably believes that a significant there is no topic, issue or matter must to 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 of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with included on 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 one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] 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 reasonably detailed written shall prepare and circulate minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft each meeting minutes to each member of the JSC for review and approval approval. The JSC shall agree on the minutes of each meeting as promptly as practicable, but in any event within [***] ten (10) Business Days after each Days, following such meeting.
(ii) Representatives of the Parties on the JSC meetingmay attend meetings by telephone, videoconference or in person. Such minutes will be deemed approved unless [***] A quorum of the JSC objects shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party.
(iii) As appropriate (subject to the accuracy discretion of the chairperson of the JSC, with approval not to be unreasonably withheld, conditioned or delayed), and provided that not less than two (2) Business Days’ prior written notice has been given to the other Party, other employees of the Parties may attend JSC meetings as observers, as well as Third Parties; provided, however, that a Party shall not bring a Third Party to a meeting without the other Party’s prior written consent; and provided further, however, that each such minutes within [***] Third Party (x) shall not vote or otherwise participate in the decision-making process of the JSC, and (y) shall be bound by obligations of confidentiality and non-disclosure, and obligations to assign inventions, consistent with those set forth in Article 8 and Article 12.
(iv) Each Party may also call for special meetings of the JSC with reasonable prior written notice to the other Party (it being agreed that at least ten (10) Business Days shall constitute reasonable notice) to resolve particular matters requested by such Party and within the decision-making authority of receiptthe JSC. Minutes will be officially endorsed In the event that there are proposed changes to the Development Plan that require a decision by the JSC at prior to the next scheduled JSC meeting, and the Parties will promptly schedule a meeting for such purpose.
(v) Each Party shall be signed by the Alliance Managersresponsible for all of its own expenses incurred in connection with participating in all meetings.
Appears in 1 contract
Sources: Collaboration and License Agreement (Aerie Pharmaceuticals Inc)
Meetings. The JSC JRC will meet at least once per [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC JRC (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 will be free to 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 JRC (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 of both Parties Manager to provide the members of the JSC JRC no later than [***] Business Days 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 considereddecision. The JSC JRC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JRC meetings will be held at locations in the United States alternately selected by Surface and by NovartisNovartis or at any other location mutually agreed by the members of the JRC. Each Party will report to the JRC on all material issues relating to the Research of Antibody Candidates promptly after such issues arise. Each Party will bear the expense of its respective JSC JRC members’ participation in JSC JRC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JRC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JRC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JRC chairperson will send draft meeting minutes to each member of the JSC JRC for review and approval within [***] Business Days after each JSC JRC meeting. Such minutes Minutes will be deemed approved unless [***] members of the JSC JRC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC JRC at the next JSC JRC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Sources: Collaboration Agreement (Coherus BioSciences, Inc.)
Meetings. The JSC will shall meet at least once per [***] calendar quarter during the Term 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)JSC, the Alliance Managers will chairperson of the JSC shall 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 teleconference, or in person) 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 shall work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than […***…] Business Days 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 Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JSC consideration. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will calendar year shall be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface Galapagos and by NovartisGilead. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall 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 Gilead Alliance Managers Manager 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 Gilead Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC for review and approval within […***…] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case the Gilead Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JSC for review and approval within […***…] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Meetings. The JSC Each JCC will meet at least once per [***] during times per Calendar Year, together with the Term applicable Joint Medical Affairs Subcommittee, unless the Parties mutually agree in writing to a different frequency. Each JCC may meet in person, by videoconference, or by teleconference, provided that at least [**] of each JCC per Calendar Year will be in person unless the Parties otherwise mutually agree. In-person JCC meetings will be held at locations in Massachusetts alternately selected by Sage and by Biogen, or at any other location agreed by the members of the respective applicable JCC. Meetings of each JCC will be effective only if a quorum is present, which quorum will require the presence of at least one (1) representative of each Party. Each Party will bear the expense of its respective JCC members’ participation in JCC meetings. No later than [**] prior to the first meeting of the respective applicable JCC in the 2020 stub-Calendar Year and in each Calendar Year thereafter while such JCC exists, the co-chairpersons for such JCC will prepare a communication plan setting forth a schedule of the dates of each meeting for such JCC for that Calendar Year (a “JCC Communication Plan”). No later than [**] Business Days prior to any meeting of the JSC respective applicable JCC (or such shorter time period as the Parties may agree), the co-chairpersons of such JCC will work with the Alliance Managers will to prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to may be included on such agenda, either prior to or in the course meeting, and the Party proposing an item will provide materials to the representatives of such meetingJCC no later than [**] prior to the JCC meeting to support discussion. Either Party A JCC co-chairperson may also call a special meeting of the JSC its JCC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party JCC co-chairperson reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party JCC co-chairperson will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of such JCC, promptly after the JSC no later than [***] Business Days prior decision is made to the hold such special meeting JCC meeting, with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. Inco-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense chairpersons of its their respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers applicable JCC will be responsible for preparing reasonably detailed written minutes of all JSC meetings of such JCC that reflect material all 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 meetings within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] such meeting of the JSC objects such JCC, and endeavor to the accuracy of finalize such minutes within [***] Business Days after each meeting of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managerssuch JCC.
Appears in 1 contract
Sources: Collaboration and License Agreement (Sage Therapeutics, Inc.)
Meetings. The JSC will shall meet at least once per [***] Calendar Quarter during the Term unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. The JSC shall hold its first meeting within sixty (60) days of the Effective Date. Either Party may also call a special meeting of the JSC (by videoconference or teleconference) by at least ten (10) Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, and such Party shall provide the JSC no later than five (5) Business Days prior to the special meeting with materials reasonably adequate to enable an informed decision. No later than [***] ten (10) Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairperson of the JSC or a designate shall 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 one (1) meeting per [***] will Calendar Year shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC meetings will shall be held at locations alternately a mutually agreeable location or alternating each meeting between a location selected by Surface MD ▇▇▇▇▇▇▇▇ and by NovartisImmatics US. Each Party will shall bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall 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 chairperson of the JSC or a designate shall be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, material decisions made and action items identified at such meetings. The Alliance Managers will JSC chairperson or a designate shall send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days twenty (20) days after each JSC meeting. Such minutes will shall be deemed approved unless [***] one or more members of the JSC objects object to the accuracy of such minutes within [***] Business Days twenty (20) days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Meetings. The JSC Each Committee will meet hold meetings at least once per [***] during the Term such times as it elects to do so, provided that unless the Parties mutually otherwise agree in writing to a different frequencyfrequency for such meetings, the JSC will meet at least [***] ([***]) times each Calendar Year. Either Party may also call a special meeting of a Committee (by videoconference or teleconference) by written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting. Unless a significant matter requires more urgent consideration by a Committee, the Party calling for a special meeting will provide the applicable Committee no later than [***] ([***]) Business Days prior to the special meeting with materials reasonably adequate to enable an informed decision at such meeting. No later than [***] ([***]) Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)Committee meeting, the Alliance Managers co-chairpersons of such Committee 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 Each Committee may invite non-members (including consultants and advisors of a Party who are under an obligation of confidentiality consistent with this Agreement) to participate in its meetings; provided that such non-member participants will have no voting authority at such meetings and may also call a special meeting of the JSC (be excluded by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other either 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 there is an actual or potential conflict of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days 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 consideredinterest. The JSC Each Committee may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing; provided, however, that at least one (1) meeting of each Committee per [***] Calendar Year will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC Committee meetings will be held at locations alternately selected in Boulder, Colorado or Bay Area, California and Berlin, Germany, or such other location as may be mutually agreed by Surface and by Novartisthe Parties. Each Party will bear the expense of its respective JSC Committee members’ participation in JSC Committee meetings. Meetings of the JSC Committee meetings 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 co-chairpersons of a Committee will be responsible for preparing reasonably detailed written minutes of all JSC meetings of such Committee that reflect all material decisions made and action items identified at such meetings. The Alliance Managers co-chairpersons will send draft meeting minutes to each member of the JSC such Committee for review and approval within [***] Business Days promptly after each JSC Committee meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.will
Appears in 1 contract
Sources: License and Collaboration Agreement (Clovis Oncology, Inc.)
Meetings. The JSC will shall meet at least once per [***] quarterly during the Term unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. No later than [***] Business Days ten (10) business days prior to any regularly scheduled meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairperson of the JSC shall prepare and circulate an agenda for such meeting and, as soon as practicable, materials for PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. the 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall 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 chairperson of the JSC will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, material decisions made and action items identified at such meetings. The Alliance Managers will JSC chairperson shall send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days ten (10) business days after each JSC meeting. Such The JSC shall formally approve the minutes of each meeting at the immediately subsequent meeting, and the minutes for the last JSC meeting will be deemed approved unless [***] one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days ten (10) business days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Sources: License Agreement (Tranzyme Inc)
Meetings. The JSC will JTT shall meet (by videoconference, teleconference, or in person) with such meeting frequency as agreed by the JTT. Either Party’s representatives on the JTT may also call a meeting of the JTT (by videoconference, teleconference, or in person) by providing at least once per […***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***…] Business Days prior written notice to the other Party’s representatives. Prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JTT, the Alliance Managers will chairperson of the JTT shall 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 The Parties may also call a special meeting of mutually agree to additional meetings on shorter or longer notice in 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 event 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 consideredarise requiring JTT consideration. The JSC JTT may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC JTT members’ participation in JSC JTT meetings. Meetings of the JSC will JTT shall 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 Manager of […***…] shall be responsible for preparing reasonably detailed written minutes of all JSC JTT meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JTT for review and approval within […***…] Business Days after each JSC JTT meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC JTT objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JTT for review and approval within […***…] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. Minutes will be officially endorsed by the JSC JTT at the next JSC JTT meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Meetings. The JSC will Following its inception, the JDC shall meet at least once one (1) time per [***] during the Term Calendar Quarter (or more frequently when necessary), spaced at regular intervals, 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 JDC (by videoconference, teleconference videoconference or in personteleconference) by providing at least [***] ten (10) Business Days prior written notice to the other Party if in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event and such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to shall provide the members of the JSC JDC no later than [***] ten (10) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision decision; provided, however, that where a special meeting is called for on shorter notice with regard to a matter that does not admit delay, such notice and such materials shall be provided as early as possible in advance of such meeting. No later than ten (10) Business Days (or such shorter period as may be necessary in the matters event of a special meeting called for on shorter notice in accordance with the foregoing) prior to any meeting of the JDC, the secretariats shall jointly prepare and circulate an agenda for such meeting; provided, however, that either Party shall be free to propose additional topics to be consideredincluded on such agenda, either prior to or, subject to the consent of the other Party, in the course of such meeting. The JSC JDC may meet in person, or at the request of either Party, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations alternately selected and hosted by Surface FibroGen and by NovartisAstraZeneca. Each Party shall report to the JDC on all material issues relating to the Development of Products for and in the Territory at the JDC meeting occurring after such issues arise. The host Party shall be responsible for the costs and expenses of the JDC meeting hosted, provided that each Party will bear the expense of its respective JSC JDC members’ and other attendees’ participation in JSC JDC meetings, including travel costs. Meetings of the JSC will JDC shall 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 secretariat of the host Party shall be responsible for preparing keeping reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will secretariat of the host Party shall send draft meeting minutes to the other Party’s secretariat, and each member of the JSC for secretariat shall seek and obtain review and approval of such minutes from its respective Party’s members of the JDC within [***] ten (10) Business Days after each JSC JDC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JDC objects to the accuracy of such minutes within [***] ten (10) Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Sources: License, Development and Commercialization Agreement (Fibrogen Inc)
Meetings. The JSC JDC will meet at least once four (4) times per [***] during the Term Calendar Year, unless the Parties mutually agree in writing to a different frequency. The JDC may meet in person, by videoconference, or by teleconference, provided that at least two (2) meeting of the JDC per Calendar Year will be in person. In-person JDC meetings will be held at locations in the United States and in Japan alternately selected by C▇▇▇▇▇ and by Licensee, or at any other location mutually agreed by the members of the JDC. Meetings of the JDC will be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party will bear the expense of its respective JDC members’ participation in JDC meetings. No later than [***] fifteen (15) days prior to the first meeting of the JDC and in each Calendar Year thereafter while the JDC exists, the Alliance Managers will prepare a communication plan setting forth a schedule of the dates of each JDC meeting for that Calendar Year and a proposed agenda for each such meetings (“JDC Communication Plan”). No later than five (5) Business Days prior to any meeting of the JSC JDC (or such shorter time period as the Parties may agree), the Alliance Managers together will prepare and circulate an agenda for such meetingmeeting based on the agenda previously included for such meeting in the JDC Communication Plan; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JDC at any meeting as part of such agenda will prepare and provide detailed materials to the JDC representatives to support discussion. Either Party may also call a special meeting of the JSC JDC (by videoconference, teleconference or in person) by providing at least [***] ten (10) 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 of both Parties Manager to provide the members of the JSC JDC no later than [***] three (3) Business Days 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 considereddecision. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JDC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JDC chairperson will send draft meeting minutes to each member of the JSC JDC for review and approval within [***] ten (10) Business Days after each JSC JDC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JDC objects to the accuracy of such minutes within [***] ten (10) Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JDC will be promptly circulated by the JDC chairperson to each member of the JDC for review and approval within ten (10) Business Days of receipt, with such process repeating until the meeting minutes are approved by all JDC members. Minutes will be officially endorsed by the JSC JDC at the next JSC JDC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Sources: Collaboration and License Agreement (Corbus Pharmaceuticals Holdings, Inc.)
Meetings. 1. The JSC will Consortium Board shall meet bi-monthly beginning in January of each year. Regular meeting dates shall be established by the Consortium Board at its January meeting and notice of the meeting schedule, times and locations shall be posted by the Executive Director and mailed to the Clerk of each Member jurisdiction for posting where public notices are posted in their jurisdiction. Meetings notices shall also be posted on the Consortium webpage and at the Consortium offices.
2. Special meetings may be called by the Chair when deemed necessary or upon written request of at least once per [***] during one-third members entitled to vote at the Term unless meeting.
3. With the Parties mutually agree consent of the Executive Committee, the Chair my cancel any meeting so called if it is determined that the business is not sufficient to warrant a meeting or if it is known that there will not be a quorum attending.
4. Notice of all regular and committee meetings shall be given to each member in writing postmarked to him or her either personally, electronic mail or by mail a different frequency. No later than [***] Business Days minimum of seven (7) days prior to the date called for the meeting. Such notice shall include the tentative agenda and description of any matter(s) that the members may be called to vote upon at the regular meeting. Agenda topics should be coordinated with the Chair prior to this deadline.
5. Notice of special meetings shall be provided to each member in writing a minimum of forty-eight (48) hours in advance of the special meeting. Such notice shall include a description of the matter(s) and any available information for which the special meeting is called. At any special meeting only business specified in the special meeting notice may be transacted unless all Representatives are present.
6. All meetings of Consortium Board and its committees shall be open to the public. The Consortium Board shall make available to the public, on a regular basis through its open meetings, information regarding the activities of the Consortium Board, including information regarding the Strategic Plan prior to submission of the Plan, information regarding membership on the WDB and, upon request, minutes of the meetings of the Consortium Board and Committees.
7. A meeting or a portion of a meetings may be closed to the general pubic only in compliance with the exemptions granted in FOIA.
8. All meetings of the Consortium Board shall be publicly announced in compliance with the open meetings provisions of FOIA.
9. Minutes of the Consortium Board meetings shall be taken and shall be distributed to all Consortium Board members at or before the next regular 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] 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 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 [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersConsortium Board.
Appears in 1 contract
Sources: Bylaws
Meetings. The JSC will JDC shall meet at least once per [***] during the Term per calendar quarter, spaced at regular intervals 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)JDC, the Alliance Managers will chairperson of the JDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Following the Initial Approval Date, either Party may also call a special meeting of the JSC JDC (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 shall work with the chairperson of the JSC and the Alliance Managers of both Parties JDC to provide the members of the JSC JDC no later than [***] Business Days 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 considereddecision. The JSC JDC may meet in person, or at the request of either Party, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations in the U.S. alternately selected by Surface Medivation and by NovartisAstellas or at any other location mutually agreed by the members of the JDC. Each Party will bear shall report to the expense JDC on all material issues relating to the Development of its respective JSC members’ participation Products for and in JSC meetingsthe Territory promptly after such issues arise. Meetings of the JSC will be effective only if at least [***] representative of after each Party (which representative is not such Party’s Alliance Manager) is present or participating in such JDC 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 [***] Business Days after each JSC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JDC objects to the accuracy of such minutes within ten [***] Business Days of receipt. Minutes will be officially endorsed by the JSC JDC at the next JSC JDC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Meetings. The JSC JDC will meet at least once per [...***] during the Term ...], unless the Parties mutually agree in writing to a different frequency. No later than [...***...] Business Days prior to any meeting of the JSC JDC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, provided however, that either Party may will be free to 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 JDC (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 of both Parties Manager to provide the members of the JSC JDC no later than [...***...] Business Days 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 considereddecision. The JSC JDC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations in the United States alternately selected by Surface Xencor and by NovartisNovartis or at any other location mutually agreed by the members of the JDC. Each Party will report to the JDC on all material issues relating to the Development of Licensed Antibodies and Licensed Products for and in the Territory promptly after such issues arise. Each Party will bear the expense of its respective JSC JDC members’ participation in JSC JDC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JDC co chairs will be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JDC co chairs will send draft meeting minutes to each member of the JSC JDC for review and approval within [...***...] Business Days after each JSC JDC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JDC objects to the accuracy of such minutes within [...***...] Business Days of receipt. Minutes will be officially endorsed by the JSC JDC at the next JSC JDC meeting, including reflecting any differences noted by the Parties, and will be signed by the Alliance Managers.
Appears in 1 contract
Meetings. The JSC and each of its working groups (if any) will meet at least once per [***] Calendar Quarter during the Term unless until the completion of all Lexicon Research Activities under the Research Plan and all Lexicon Manufacturing Activities. In addition, the Parties mutually may agree in writing to a different frequencymeet more often. No later Not less than [***] Business Days prior to any JSC meeting that is not a Special Meeting, written notice will be given by the Alliance Managers to all members of the JSC, in English, setting out in an agenda an outline of the particulars of the matters to be considered at the JSC meeting, including the status of the Lexicon Research Activities and the Lexicon Manufacturing Activities. The JSC and each of its working groups (if any) may conduct such meetings by telephone, videoconference, internet meeting, or in person, as determined by their members for each meeting. Each Party may call special meetings of the JSC or any of its working groups (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 personif any) by providing with at least [***] Business Days prior written notice to the other Party if Party, or a shorter time period in exigent circumstances, to resolve significant matters requested by such Party reasonably believes that are within the purview of the JSC or the working group (if any), as applicable (a significant matter “Special Meeting”) and that must be addressed prior to before the next regularly scheduled meeting, in which event such Party will work with the chairperson meeting of the JSC and or working group (if any). In the Alliance Managers case of both Parties to provide the members a Special Meeting of the JSC or any of its working groups (if any) called by a Party, the proposed agenda items, including any decision(s) requested to be made by the JSC or working group (if any) at such meeting, and appropriate information with respect to such proposed items, will be provided by the Party requesting such Special Meeting to the JSC Chair and Alliance Managers no later than [***] Business Days prior to before 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 one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by NovartisSpecial Meeting. Each Party will bear the expense of is responsible for its respective JSC members’ participation own costs and expenses incurred in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or connection with participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of and attending all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers or their designees will keep minutes of each JSC and working group (if any) meeting such that the minutes record in writing all decisions made, action items assigned or completed, and other applicable matters. The Alliance Managers will send draft such meeting minutes to each member all members of the JSC for review and approval or the applicable working group, as applicable, within [**] after such a meeting for their review. Each Party through its Alliance Manager will have [**] Business Days after each JSC meeting. Such from its receipt of such minutes during which to comment on and to approve the minutes (such approval not to be unreasonably withheld, conditioned, or delayed), provided that, if no comments are received by a Party within such [**] period, then such Party will be deemed to have approved unless [***] of the JSC objects such minutes. Any decision required or permitted to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed taken by the JSC at may be taken in accordance with the next provisions hereunder without a JSC meetingmeeting taking place, and will if a consent in writing (which may be via email), setting forth the applicable decision made, is signed by all JSC (or a working group thereof) representatives of the Alliance ManagersParties.
Appears in 1 contract
Sources: Exclusive License Agreement (Lexicon Pharmaceuticals, Inc.)
Meetings. The JSC will meet at least once per shall hold meetings on a [***] basis during the Term term of this Agreement for so long as the JSC exists, unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. No later than [***] Business Days prior to any Either Party may also call a special meeting of the JSC (or in the event such shorter time period as Party reasonably believes that a significant matter must be addressed prior to the Parties may agree)next regularly scheduled meeting and, reasonably in advance of such special meeting, such Party shall provide the JSC with materials adequate to enable an informed discussion. Reasonably in advance of each JSC meeting, the Alliance Managers will (or their designees), on an alternating basis, shall prepare and circulate an agenda for such meeting; provided, however, provided 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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, No action taken at a JSC meeting shall be effective unless at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will (or their designees), on an alternating basis, shall be responsible for preparing reasonably detailed written minutes of all each JSC meetings that reflect material decisions made meeting and action items identified at such meetings. The Alliance Managers will shall send draft meeting minutes to each member representative of the JSC for review and approval within review. The Parties shall agree on meeting minutes promptly, but in any event no later than [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] following receipt thereof; provided that, if the Parties cannot agree as to the content of the JSC objects to the accuracy of meeting minutes by such timeframe, such minutes within [***] Business Days shall be finalized to reflect any areas of receiptdisagreement. Minutes will Each Party may invite, in addition to its JSC representatives, any number of employees (including employees of Affiliates) and, with the prior written consent of the other Party, not to be officially endorsed unreasonably withheld, any number of Third Parties, to attend JSC meetings as non-voting participants, provided that, prior to attending such meetings, such Third Party participants shall be bound by the JSC at the next JSC meeting, written obligations of confidentiality and will be signed by the Alliance Managersnon-use consistent with those contained in this Agreement.
Appears in 1 contract
Sources: Exclusive License and Supply Agreement (Actinium Pharmaceuticals, Inc.)
Meetings. The JSC will JMC shall meet at least once per [***] Calendar Quarter during the Term 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)JMC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JMC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to 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) JMC by providing at least [***] Business Days 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 shall work with the chairperson of the JSC JMC and the Alliance Managers of both Parties each Party to provide the members of the JSC JMC no later than [***] Business Days 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 Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JMC consideration. The JMC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will Calendar Year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JMC meetings will be held at locations alternately selected by Surface Arcus and by NovartisGilead, with [***] selecting the location of the first in-person JMC meeting, or at any other location mutually agreed by the members of the JMC. Each Party will shall bear the cost and expense of its respective JSC JMC members’ participation in JSC JMC meetings. Meetings of the JSC will JMC shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC JMC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JMC for review and approval within [***] Business Days after each JSC JMC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC JMC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within [***] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JMC for review and approval within [***] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JMC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.
Appears in 1 contract
Sources: Option, License and Collaboration Agreement (Arcus Biosciences, Inc.)
Meetings. The JSC will shall meet at least once twice per [***] Calendar Year during the Term 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)JSC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JSC, shall 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 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 shall work with the chairperson of the JSC and the Alliance Managers of both Parties each Party to provide the members of the JSC no later than [***] Business Days 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 Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JSC consideration. The JSC may meet in in-person, by videoconference or by teleconference. Notwithstanding Meetings of the foregoing, JSC shall be effective only if at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative of each Party (which representative is not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall 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 Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within [***] Business Days of receipt, in which case, such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JSC for review and approval within [***] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JSC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.
Appears in 1 contract
Sources: Option, License and Collaboration Agreement (Assembly Biosciences, Inc.)
Meetings. The JSC will TSC shall meet at least once per promptly (and in all cases within […***…] during Business Days) to address any disputes referred by the Term unless JTT pursuant to Section 4.3(e). Either Party may also call a special meeting of the Parties mutually agree TSC (by videoconference, teleconference, or in writing person) by providing at least […***…] Business Days prior written notice to a different frequencythe other Party. No To the extent practicable, no later than […***…] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)TSC, the Alliance Managers will chairperson of the TSC shall 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 The Parties may also call a special meeting of mutually agree to additional meetings on shorter or longer notice in 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 event 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 of both Parties to provide the members of the JSC no later than [***] Business Days 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 consideredarise requiring TSC consideration. The JSC TSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC TSC members’ participation in JSC TSC meetings. Meetings of the JSC will TSC shall 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 Manager of […***…] shall be responsible for preparing reasonably detailed written minutes of all JSC TSC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC TSC for review and approval within […***…] Business Days after each JSC TSC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC TSC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the TSC for review and approval within […***…] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. Minutes will be officially endorsed by the JSC TSC at the next JSC TSC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Meetings. The JSC will JFC shall meet at least once per [***] Calendar Quarter during the Term 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)JFC, the Alliance Managers will Manager of [***], in collaboration with [***] representative on the JFC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to 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) JFC 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 shall work with the chairperson Gilead’s representative of the JSC JFC and the Alliance Managers of both Parties each Party to provide the members of the JSC JFC no later than [***] Business Days 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 Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JFC consideration. The JFC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will Calendar Year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JFC meetings will be held at locations alternately selected by Surface ▇▇▇▇▇ and by NovartisGilead, with [***] selecting the location of the first in-person JFC meeting, or at any other location mutually agreed by the members of the JFC. Each Party will shall bear the cost and expense of its respective JSC JFC members’ participation in JSC JFC meetings. Meetings of the JSC will JFC shall be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is all JFC representatives are present or participating in such meeting. The Alliance Managers will Manager of [***] shall be responsible for preparing reasonably detailed written minutes of all JSC JFC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JFC for review and approval within [***] Business Days after each JSC JFC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC JFC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within [***] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JFC for review and approval within [***] Business Days of receipt of the objection(s). Minutes will be officially endorsed by The same review procedures and timelines as set out in the JSC at immediately preceding sentence shall apply to such revised draft meeting minutes. In the next JSC meetingevent that there is such an objection, the JEC shall discuss, and will [***]. Once approved per this clause (c), the minutes shall be promptly signed by the Alliance Managers.
Appears in 1 contract
Sources: Option, License and Collaboration Agreement (Arcus Biosciences, Inc.)
Meetings. The JSC will shall meet at least once per [***] every six (6) months during the Term unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. No later than [***] Business Days prior to any The JSC shall hold its first meeting within sixty (60) days 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 meetingEffective Date. Either Party may also call a special meeting of the JSC (by videoconference, teleconference videoconference or in personteleconference) by providing at least [***] ten (10) 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 and such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to shall provide the members of the JSC no later than [***] five (5) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on decision. No later than ten (10) Business Days prior to any meeting of the matters JSC, the chairperson of the JSC or a designate shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be consideredincluded on such agenda, prior to such meeting. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will Calendar Year shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC meetings will shall be held at locations alternately a mutually agreeable location or alternating each meeting between a location selected by Surface Visterra and by NovartisSIIL. Each Party will shall bear the expense of its respective JSC members’ participation in JSC meetings. Translators at any meetings related to this Agreement shall be the responsibility of the Party requiring translation. All documents shared by one Party with the other Party will be provided in the form and language in which the document is customarily maintained. Meetings of the JSC will shall 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 chairperson of the JSC or a designate shall be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, material decisions made and action items identified at such meetings. The Alliance Managers will JSC chairperson or a designate shall send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days twenty (20) days after each JSC meeting. Such minutes will shall be deemed approved unless [***] one or more members of the JSC objects object to the accuracy of such minutes within [***] Business Days twenty (20) days of receipt. Minutes will Any objections shall be officially endorsed resolved by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.Parties within ten (10) days thereafter. If no resolution is reached in such ten
Appears in 1 contract
Sources: License and Collaboration Agreement
Meetings. The Unless otherwise agreed between the Parties, the JSC will shall meet in person or via teleconference or video link at least once per quarterly until all payments under Section 6.2 have been paid and thereafter at least annually, on such dates and at such times and places as agreed to by the JSC representatives. The first JSC meeting shall be held within [***] during days of the Term Effective Date. The JSC shall be disbanded, on Licensee’s election, upon a Change of Control of Licensor, provided that, if Licensor is performing Licensor Development Activities at such time, the JSC will be disbanded after the completion of such activities unless Licensee instructs Licensor to terminate such activities early, in which case, Licensor, at Licensee’s cost, shall promptly handover responsibility for, sponsorship of (to the Parties mutually agree extent relevant) and the conduct of the same to Licensee (or its nominated Affiliate or Third Party) in writing a smooth, efficient and timely manner. Each Party’s advisors may be permitted to a different frequencyattend meetings of the JSC as the JSC determines as non-voting representatives of such Party, subject to such advisors agreeing to keep confidential the subject matter of, and any Confidential Information disclosed by the other Party at, such meeting. No later than Each Party shall be responsible for its own expenses for participating in the JSC. Meetings of the JSC shall be effective only if at least [***] Business Days prior to any meeting of the each Party is present or participating. 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 chairperson may also call a special meeting of the JSC (by videoconference, in person or via teleconference or in personvideo link) by providing at least [***] Business Days prior written notice to if the other Party if such Party JSC chairperson 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 meeting of the JSC. The JSC chairperson shall be responsible for (a) preparing and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with circulating an agenda for the each meeting, and (b) appointing a secretary for such 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 from one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. 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 [***] representative attendees of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will meeting who shall be responsible for preparing reasonably detailed written the preparation and circulation of minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft the meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects , and endeavoring to the accuracy of finalize such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next days after each JSC meeting, and will be signed by the Alliance Managers.
Appears in 1 contract
Sources: License and Development Agreement (Selecta Biosciences Inc)