Common use of Membership Clause in Contracts

Membership. The JSC will be composed of a total of [***] representatives of each Party, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writing. Each Party may replace any of its JSC representatives at any time upon written notice to the other Party, which notice may be given by e-mail, sent to the other Party’s co-chairperson. The JSC will be co-chaired by one designated representative of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 4 contracts

Samples: License, Development and Commercialization Agreement (Nanobiotix S.A.), License, Development and Commercialization Agreement (Nanobiotix S.A.), License, Development and Commercialization Agreement (LianBio)

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Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed three (3) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC, unless otherwise agreed by the Parties representatives must all be employees of such Party or an Affiliate of such Party. For Committees other than the JSC, the representatives must all be employees of such Party or an Affiliate of such Party, with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if : (i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. For purposes of this Section 2.3, employees of Third Security may, at Intrexon’s election, serve as members of a Committee as if they were employees of Intrexon. Each representative as qualified above may serve on more than one (1) Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, provided that any replacement shall be qualified as set forth above. Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with Ampliphi selecting the chairperson first for the JSC, RC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 4 contracts

Samples: Channel Collaboration Agreement (AmpliPhi Biosciences Corp), Collaboration Agreement (AmpliPhi Biosciences Corp), Exclusive Channel Collaboration Agreement (Intrexon Corp)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed three (3) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC, unless otherwise agreed the representatives must all be employees of such Party or an Affiliate of such Party, and for Committees other than the JSC, the representatives must all be employees of such Party or an Affiliate of such Party with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if: (i) such non-employee representative agrees in writing to be bound by the Parties terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. For purposes of this Section 2.3, employees of Third Security may, at Intrexon’s election, serve as members of a Committee as if they were employees of Intrexon. Each representative as qualified above may serve on more than one (1) Committee as appropriate in writingview of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with AquaBounty selecting the chairperson first for the JSC, and Intrexon selecting the chairperson first for the IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 3 contracts

Samples: Channel Collaboration Agreement, Exclusive Channel Collaboration Agreement (AquaBounty Technologies, Inc.), Exclusive Channel Collaboration Agreement (AquaBounty Technologies, Inc.)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed four (4) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC the representatives must all be employees of such Party or an Affiliate of such Party, unless otherwise agreed by and for Committees other than the Parties JSC the representatives must all be employees of such Party or an Affiliate of such Party with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if : (i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. For purposes of this Section 2.3, employees of Third Security may, at Intrexon’s election, serve as members of a Committee as if they were employees of Intrexon. Each representative as qualified above may serve on more than one (1) Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with Fibrocell selecting the chairperson first for the JSC, CRC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 3 contracts

Samples: Exclusive Channel Collaboration Agreement (Castle Creek Biosciences, Inc.), Exclusive Channel Collaboration Agreement (Castle Creek Biosciences, Inc.), Exclusive Channel Collaboration Agreement (Fibrocell Science, Inc.)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed four (4) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC the representatives must all be employees of such Party or an Affiliate of such Party, unless otherwise agreed by and for Committees other than the Parties JSC the representatives must all be employees of such Party or an Affiliate of such Party with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if : (i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. Each representative as qualified above may serve on more than one Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with Oragenics selecting the chairperson first for the JSC, CRC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 3 contracts

Samples: Exclusive Channel Collaboration Agreement (Intrexon Corp), Exclusive Channel Collaboration Agreement (Intrexon Corp), Channel Collaboration Agreement (Oragenics Inc)

Membership. The JSC will be composed of a total of [***] representatives of each Party, which will be appointed by each of Nanobiotix Lyra and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writing. Each Party may replace any of its JSC representatives at any time upon written notice to the other Party, which notice may be given by e-mail, sent to the other Party’s co-chairperson. The JSC will be co-chaired by one designated representative of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 5.3 (Membership) will be deemed approved unless one or more [***] members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 118 (Confidentiality and Publicity).

Appears in 2 contracts

Samples: License and Collaboration Agreement (Lyra Therapeutics, Inc.), License and Collaboration Agreement (LianBio)

Membership. The JSC will Each Committee shall be composed of a total of [***] representatives of each Party, which will be appointed by from each of Nanobiotix Tetraphase and LianLicensee, respectivelyeach of which representatives shall be of the seniority and experience appropriate for service on the applicable Committee in light of the functions, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee responsibilities and authority of such Party with sufficient seniority Committee and decision-making authority within the applicable Party to provide meaningful input and make decisions arising status of activities within the scope of the JSC’s responsibilities, authority and have knowledge and expertise in the Development and Commercialization responsibility of products similar to the Licensed Products under this Agreementsuch Committee. The JSC may change its size Any representative from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingeither Party can represent such Party on more than one Committee. Each Party may replace any of its JSC representatives on any Committee at any time upon with prior written notice to the other Party, which notice may ; provided that such replacement meets the standard described in the preceding sentence. Each Party’s representatives and any replacement of a representative shall be given bound by eobligations of confidentiality and non-mail, sent use applicable to the other Party’s co-chairpersonConfidential Information that are at least as stringent as those set forth in ARTICLE XII (Confidentiality). The Each Committee shall appoint a chairperson from among its members, with the first chairperson of each of the JSC will be co-chaired by one designated and JDC being a representative of each Party. The co-[**] and the first chairperson of the JSC will cast its Party’s vote on JCC being a representative of [**]. Each chairperson (whether initially appointed or any successor therefor) shall serve a term of one (1) year, at which time, the applicable Committee shall select a successor chairperson who is a representative of the Party other than the Party represented by the outgoing chairperson (e.g., the second chairperson of each of the JSC and such designee will have JDC shall be a representative of [**], and the authority to make decisions on behalf second chairperson of such Party. Each co-the JCC shall be a representative of [**]; the third chairperson will alternate being responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within JDC shall be a representative of [**] and the third chairperson of the JCC shall be a representative of [**]). Within [**] days after following each JSC Committee meeting, the chairperson of the applicable Committee shall circulate to all Committee members a draft of the minutes of such meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of The Committee shall then approve, by mutual agreement, such minutes within [***] Business Days days following circulation. No chairperson of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval any Committee shall have any greater authority than any other representative of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11such Committee.

Appears in 2 contracts

Samples: License Agreement (La Jolla Pharmaceutical Co), License Agreement (Tetraphase Pharmaceuticals Inc)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed four (4) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC the representatives must all be employees of such Party or an Affiliate of such Party, unless otherwise agreed by and for Committees other than the Parties JSC the representatives must all be employees of such Party or an Affiliate of such Party with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if : (i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. Each representative as qualified above may serve on more than one Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with Synthetic selecting the chairperson first for the JSC, CRC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 2 contracts

Samples: Exclusive Channel Collaboration Agreement (Intrexon Corp), Exclusive Channel Collaboration Agreement (Intrexon Corp)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed three (3) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC the representatives must all be employees of such Party or an Affiliate of such Party, unless otherwise agreed by and for Committees other than the Parties JSC the representatives must all be employees of such Party or an Affiliate of such Party with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if :(i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. For purposes of this Section 2.3, employees of Third Security may, at Genopaver’s election, serve as members of a Committee as if they were employees of Genopaver. Each representative as qualified above may serve on more than one (1) Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with Genopaver selecting the chairperson first for EXECUTION COPY Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. the JSC, RAC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 2 contracts

Samples: Exclusive Channel Collaboration Agreement (Intrexon Corp), Exclusive Channel Collaboration Agreement (Intrexon Corp)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed three (3) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC, unless otherwise agreed by the Parties representatives must all be employees of such Party or an Affiliate of such Party. For Committees other than the JSC, the representatives must all be employees of such Party or an Affiliate of such Party, with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if : (i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. For purposes of this Section 2.3, employees of Third Security may, at Intrexon’s election, serve as members of a Committee as if they were employees of Intrexon; provided that they meet the requirement of clause (i) above. Each representative as qualified above may serve on more than one (1) Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party. Each Committee shall have a Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with Soligenix selecting the chairperson first for the JSC, RC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 2 contracts

Samples: Exclusive Channel Collaboration Agreement (Intrexon Corp), Exclusive Channel Collaboration Agreement (Intrexon Corp)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed three (3) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC, unless otherwise agreed the representatives must all be employees of such Party or an Affiliate of such Party, and for Committees other than the JSC, the representatives must all be employees of such Party or an Affiliate of such Party with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if: (i) such non-employee representative agrees in writing to be bound by the Parties terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. For purposes of this Section 2.3, employees of Third Security may, at Intrexon’s election, serve as members of a Committee as if they were employees of Intrexon. Each representative as qualified above may serve on more than one (1) Committee as appropriate in writingview of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with AquaBounty selecting the chairperson first Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. for the JSC, and Intrexon selecting the chairperson first for the IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 2 contracts

Samples: Exclusive Channel Collaboration Agreement (Intrexon Corp), Exclusive Channel Collaboration Agreement (Intrexon Corp)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed four (4) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC the representatives must all be employees of Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, unless otherwise agreed by as amended. A complete copy of this document has been filed separately with the Parties Securities and Exchange Commission. such Party or an Affiliate of such Party, and for Committees other than the JSC the representatives must all be employees of such Party or an Affiliate of such Party with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if : (i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. For purposes of this Section 2.3, employees of Third Security may, at Intrexon’s election, serve as members of a Committee as if they were employees of Intrexon. Each representative as qualified above may serve on more than one (1) Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with Fibrocell selecting the chairperson first for the JSC, CRC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 2 contracts

Samples: Exclusive Channel Collaboration Agreement (Intrexon Corp), Exclusive Channel Collaboration Agreement (Intrexon Corp)

Membership. The JSC will shall be composed of a total of [***] representatives of each Partyfrom [***], which will be appointed by each of Nanobiotix which representatives shall be of the seniority and Lian, respectively, including at least one (1) senior leadership member experience appropriate for each Party. Each individual appointed by a Party as a representative to service on the JSC will be an employee in light of the functions, responsibilities, and authority of such Party with sufficient seniority committee and decision-making authority within the applicable Party to provide meaningful input and make decisions arising status of activities within the scope of the JSC’s responsibilities, authority and have knowledge and expertise in the Development and Commercialization responsibility of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingsuch committee. Each Party may replace any of its representatives on the JSC representatives at any time upon with written notice to the other Party, which notice may ; provided that such replacement meets the standard described in the preceding sentence. Each Party’s representatives on the JSC and any replacement of such representatives shall be given bound by eobligations of confidentiality and non-mail, sent use applicable to the other Party’s co-chairpersonConfidential Information that are at least as stringent as those set forth in ARTICLE XI (Confidentiality). Each Party may invite [***] its or its Affiliates’ employees, consultants, or advisors as required or useful to discuss the applicable agenda items. The JSC shall appoint a chairperson from among its members who will be co-chaired by one designated representative of each Partyresponsible for preparing JSC meeting agendas and for presiding over JSC meetings, but who will [***]. The co-first chairperson of the JSC will cast its Party’s vote on be a representative of [***]. Each chairperson (whether initially appointed or any successor therefor) shall serve a term of no more than [***] consecutive [***], at which time, the JSC and such designee will have shall select a successor chairperson who is a representative of the authority to make decisions on behalf of such Party. Each co-Party other than the Party represented by the outgoing chairperson will alternate being responsible for each meeting for (a) calling and conducting meetingse.g., (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-second chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within shall be a representative of [***], the third chairperson of the JSC shall be a representative of [***], etc.). Within [***] days after following each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more , the chairperson shall circulate to all committee members a draft of the JSC objects to the accuracy minutes of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11meeting.

Appears in 2 contracts

Samples: License Agreement (Sol-Gel Technologies Ltd.), License Agreement (Sol-Gel Technologies Ltd.)

Membership. The JSC will Each Committee and Working Group shall be composed of a total an equal number of representatives appointed by each of Infinity and AbbVie. Each Committee and Working Group shall be initially comprised of no more than [***] representatives of each Party, which will be appointed or such other number as agreed upon by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Partysuch Committee. Each individual appointed by a Party as a representative to the JSC will a Committee or Working Group shall be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party Party, or, other than a representative appointed to provide meaningful input and make decisions arising within the scope of the JSC, a contractor to such Party or an employee or contractor of such Party’s responsibilitiesAffiliate. Each Party shall appoint at least one representative to each Working Group and shall have the right, and have knowledge and expertise in but not the Development and Commercialization of products similar obligation, to appoint the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal same number of representatives of each Party, unless otherwise agreed to any Working Group as are appointed by the Parties in writingother Party to such Working Group. Each Party may replace any of its JSC Committee or Working Group representatives at any time upon written notice to the other Party, Party which notice may be given by e-mail, sent to the other Party’s co-chairpersonchairperson of such Committee or Working Group and, with respect to a change of representatives to any Working Group, to the other Party’s co-chairperson of the Committee to which such Working Group reports and, with respect to a change of representatives to the Finance Working Group, to the other Party’s co-chairpersons of the JDC, JCC and JMAC. The JSC will Each Committee and Working Group shall be co-chaired by one designated representative of each Party. The co-chairperson of the JSC will each Committee and Working Group shall cast its Party’s vote (or the relevant co-chairperson or Party may designate another representative to cast such vote or, if only one representative of a Party is participating in the relevant meeting of the relevant Committee or Working Group, such representative shall be deemed so designated to cast such Party’s vote) on the JSC respective Committee and Working Group and the co-chairperson or such designee will shall have the authority to make decisions on behalf of such Party. Each The co-chairperson will alternate being chairpersons shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-chairperson will chairpersons shall include any agenda items proposed by either Party on such agenda, and (c) preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after (or such shorter time as is agreed by the relevant Committee or Working Group) thereafter. For clarity, each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless Party may designate the same individual as a representative on more than one Committee or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutesWorking Group. Each JSC representative will of a Party on a Committee or Working Group shall be subject to confidentiality obligations no less stringent than those in Article 11ARTICLE 9.

Appears in 1 contract

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

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed three (3) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC, unless otherwise agreed by the Parties representatives must all be employees of such Party or an Affiliate of such Party, and for Committees other than the JSC, the representatives must all be employees of such Party or an Affiliate of such Party; provided that each Party may designate for each such other Committee up to one (1) representative who is not an employee if : (i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions , and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. Each representative as qualified above may serve on more than one (1) Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon prior written notice to the other Party. Each Committee shall have a chairperson selected from among the duly appointed representatives; the chairperson of each Committee shall serve for a two-year term and the right to designate a chairperson shall alternate between the Parties, which notice may be given by e-mailwith OvaScience selecting the chairperson first for the JSC, sent to and Intrexon selecting the other Party’s co-chairpersonchairperson first for the IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within a reasonable time thereafter, and (d) sending draft meeting minutes to each . Each member of the JSC for review Committee shall have the opportunity to provide comments on the draft minutes. Draft minutes shall be approved, disapproved and approval within [***] days after revised as soon as practicable. Upon approval, final minutes of each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will meeting shall be deemed approved unless one or more circulated to the members of the JSC objects to by the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11chairperson.

Appears in 1 contract

Samples: Exclusive Channel Collaboration Agreement (OvaScience, Inc.)

Membership. The JSC will shall be composed of a total of [***] representatives of each Partyfrom [***], which will be appointed by each of Nanobiotix which representatives shall be of the seniority and Lian, respectively, including at least one (1) senior leadership member experience appropriate for each Party. Each individual appointed by a Party as a representative to service on the JSC will be an employee in light of the functions, responsibilities and authority of such Party with sufficient seniority committee and decision-making authority within the applicable Party to provide meaningful input and make decisions arising status of activities within the scope of the JSC’s responsibilities, authority and have knowledge and expertise in the Development and Commercialization responsibility of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingsuch committee. Each Party may replace any of its representatives on the JSC representatives at any time upon with written notice to the other Party, which notice may ; provided that such replacement meets the standard described in the preceding sentence. Each Party’s representatives and any replacement of a representative shall be given bound by eobligations of confidentiality and non-mail, sent use applicable to the other Party’s co-chairpersonConfidential Information that are at least as stringent as those set forth in Article XI (Confidentiality). Each Party may invite [***] of its or its Affiliates’ employees as required or useful to discuss the applicable agenda items. The JSC will be co-chaired by one designated representative of each Party. The co-shall appoint a chairperson from among its members, with the first chairperson of the JSC will cast its Party’s vote on being a representative of [***]. Each chairperson (whether initially appointed or any successor therefor) shall serve a term of [***], at which time, the JSC and such designee will have shall select a successor chairperson who is a representative of the authority to make decisions on behalf of such Party. Each co-Party other than the Party represented by the outgoing chairperson will alternate being responsible for each meeting for (a) calling and conducting meetingse.g., (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-second chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within shall be a representative of [***], the third chairperson of the JSC shall be a representative of [***], etc.). Within [***] days after following each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more , the chairperson shall circulate to all committee members a draft of the minutes of such meeting. The JSC objects to the accuracy of shall then approve, by mutual agreement, such minutes within [***] Business Days days following circulation. No chairperson of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval JSC shall have any greater authority than any other representative of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11such committee.

Appears in 1 contract

Samples: License Agreement (Sol-Gel Technologies Ltd.)

Membership. The JSC will shall be composed of a total of [***] two (2) representatives of each Party, which will be appointed by from each of Nanobiotix Clearside and LianArctic Vision, respectively, including at least one (1) senior leadership member each of which representatives shall be of the seniority and experience appropriate for each Party. Each individual appointed by a Party as a representative to service on the JSC will be an employee in light of the functions, responsibilities and authority of such Party with sufficient seniority committee and decision-making authority within the applicable Party to provide meaningful input and make decisions arising status of activities within the scope of the JSC’s responsibilities, authority and have knowledge and expertise in the Development and Commercialization responsibility of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingsuch committee. Each Party may replace any of its representatives on the JSC representatives at any time upon with written notice to the other Party, which notice may ; provided that such replacement meets the standard described in the preceding sentence. Each Party’s representatives and any replacement of a representative shall be given bound by eobligations of confidentiality and non-mail, sent use applicable to the other Party’s co-chairpersonConfidential Information that are at least as stringent as those set forth in Article XII (Confidentiality). Each Party may invite a reasonable number of its or its Affiliates’ employees Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. as required or useful to discuss the applicable agenda items. The JSC will be co-chaired by one designated representative of each Party. The co-shall appoint a chairperson from among its members, with the first chairperson of the JSC will cast its Party’s vote on being a representative of Arctic Vision. Each chairperson (whether initially appointed or any successor therefor) shall serve a term of [***], at which time, the JSC and such designee will have shall select a successor chairperson who is a representative of the authority to make decisions on behalf of such Party. Each co-Party other than the Party represented by the outgoing chairperson will alternate being responsible for each meeting for (a) calling and conducting meetingse.g., (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-second chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within shall be a representative of Clearside, the third chairperson of the JSC shall be a representative of Arctic Vision, etc.). Within [***] days after following each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more , the chairperson shall circulate to all committee members a draft of the minutes of such meeting. The JSC objects to the accuracy of shall then approve, by mutual agreement, such minutes within [***] Business Days following circulation. No chairperson of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval JSC shall have any greater authority than any other representative of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11such committee.

Appears in 1 contract

Samples: License Agreement (Clearside Biomedical, Inc.)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed three (3) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC, unless otherwise agreed by the Parties representatives must all be employees of such Party or an Affiliate of such Party, and for Committees other than the JSC, the representatives must all be employees of such Party or an Affiliate of such Party; provided that each Party may designate for each such other Committee up to one (1) representative who is not an employee if : (i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions , and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. Each representative as qualified above may serve on more than one (1) Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon prior written notice to the other Party. Each Committee shall have a chairperson selected from among the duly appointed representatives; the chairperson of each Committee shall serve for a two-year term and the right to designate a chairperson shall alternate between the Parties, which notice may be given by e-mailwith OvaXon selecting the chairperson first for the JSC, sent to and Intrexon selecting the other Party’s co-chairpersonchairperson first for the IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within a reasonable time thereafter, and (d) sending draft meeting minutes to each . Each member of the JSC for review Committee shall have the opportunity to provide comments on the draft minutes. Draft minutes shall be approved, disapproved and approval within [***] days after revised as soon as practicable. Upon approval, final minutes of each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will meeting shall be deemed approved unless one or more circulated to the members of the JSC objects to by the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11chairperson.

Appears in 1 contract

Samples: Exclusive Channel Collaboration Agreement (OvaScience, Inc.)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed three (3) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC the representatives must all be employees of such Party or an Affiliate of such Party, unless otherwise agreed by and for Committees other than the Parties JSC the representatives must all be employees of such Party or an Affiliate of such Party with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if: (i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. Each representative as qualified above may serve on more than one (1) Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with NewCo selecting the chairperson first for the JSC, and Intrexon selecting the chairperson first for the IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 1 contract

Samples: Exclusive Channel Collaboration Agreement (Intrexon Corp)

Membership. The JSC will be composed of a total of [***] representatives of each PartyParty plus its respective Alliance Manager as non-voting member, which will be appointed by each of Nanobiotix Eidos and LianBayer, respectively. The JSC may change its size from time to time by mutual, including unanimous consent of its members, provided that the JSC shall consist at least one (1) senior leadership member for all times of an equal number of representatives of each Partyof Eidos and Bayer. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party or its respective Affiliates (or with respect to Eidos, [***]) with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development or Exploitation of compounds and Commercialization products for the treatment of products similar to cardiovascular disease in humans or the Licensed Products under this Agreementmanufacture of pharmaceutical agents or products. The JSC may change its size from time to time by consent of its membersFor clarity, provided that E-Therapeutics’ employees in the JSC will consist at all times United States are employees of an equal number of representatives of each PartyAffiliated Entity, unless otherwise agreed by the Parties in writing. BridgeBio Services, Inc. Each Party may replace any of its JSC representatives at any time upon written notice to the other Party, which notice may be given by e-mail, sent to the other Party’s co-chairperson. The JSC will be co-chaired by one designated representative of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being responsible for each meeting for (a) calling and conducting meetingssuch meeting, (b) preparing and circulating an agenda in advance of each such meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each such meeting that reflect the material decisions made and action items identified at such meetings meeting promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC such meeting. The tasks under (a) to (d) may be delegated to the Alliance Managers. Meeting minutes issued in accordance with clause (d) of this Section 8.3 2.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers co-chairpersons will work with the chairpersons cooperatively and in good faith to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.resolve any such objection

Appears in 1 contract

Samples: Exclusive License Agreement (BridgeBio Pharma, Inc.)

Membership. The JSC will Each Committee shall be composed of a total of [***] representatives of each Party, which will be appointed by from each of Nanobiotix Epizyme and LianHutchmed, respectivelyeach of which representatives shall be of the seniority and experience appropriate for service on the applicable Committee in light of the functions, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee responsibilities and authority of such Party with sufficient seniority Committee and decision-making authority within the applicable Party to provide meaningful input and make decisions arising status of activities within the scope of the JSC’s responsibilities, authority and have knowledge and expertise in the Development and Commercialization responsibility of products similar to the Licensed Products under this Agreementsuch Committee. The JSC may change its size Any representative from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingeither Party can represent such Party on more than one Committee. Each Party may replace any of its JSC representatives on any Committee at any time upon with written notice to the other Party, which notice may ; provided that such replacement meets the standard described in the preceding sentence. Each Party’s representatives and any replacement of a representative shall be given bound by eobligations of confidentiality and non-mail, sent use applicable to the other Party’s Confidential Information that are at least as stringent as those set forth in Article 10. Each Party may invite a reasonable number of its or its Affiliates’ employees and, with the consent of the other Party, its or its Affiliates’ consultants or other contractors, as required or useful to discuss the applicable agenda items. Each Committee shall appoint two co-chairperson. The JSC will be co-chaired by chairpersons from among its members, with one designated chairperson being a representative of each PartyEpizyme and the other chairperson being a representative of Hutchmed. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being chairpersons shall be responsible for each meeting establishing the Committee schedules and agendas, and for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance finalizing the minutes of each meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within . Within [***] days after following each JSC Committee meeting, the co-chairpersons of the applicable Committee shall alternate responsibility for circulating to all Committee members a draft of the minutes of such meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of The Committee shall then approve, by mutual agreement, such minutes within [***] Business Days following circulation; provided that if the Committee does not approve, by mutual agreement, such minutes during such period, then the Committee shall consider the matter in dispute at its next meeting and resolve such matter in accordance with this Agreement. No co-chairperson of receipt. The Alliance Managers will work with any Committee shall have any greater authority than any other representative of such Committee and each co-chairperson of any Committee may delegate the chairpersons administrative aspects of his or her co-chairperson responsibilities to prepare and circulate agendas and to ensure the preparation and approval a member of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11his or her project team.

Appears in 1 contract

Samples: License Agreement (Epizyme, Inc.)

Membership. The JSC will Each Committee shall be composed of a total of [***] representatives of each Party, which will be appointed by from each of Nanobiotix Agios and LianLicensee, respectivelyeach of which representatives shall be of the seniority and experience appropriate for service on the applicable Committee in light of the functions, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee responsibilities and authority of such Party with sufficient seniority Committee and decision-making authority within the applicable Party to provide meaningful input and make decisions arising status of activities within the scope of the JSC’s responsibilities, authority and have knowledge and expertise in the Development and Commercialization responsibility of products similar to the Licensed Products under this Agreementsuch Committee. The JSC may change its size Any representative from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingeither Party can represent such Party on more than one Committee. Each Party may replace any of its JSC representatives on any Committee at any time upon with written notice to the other Party, which notice may ; provided that such replacement meets the standard described in the preceding sentence. Each Party’s representatives and any replacement of a representative shall be given bound by eobligations of confidentiality and non-mail, sent use applicable to the other Party’s co-chairpersonConfidential Information that are at least as stringent as those set forth in Article XII (Confidentiality). The JSC will be co-chaired by one designated representative Each Party may invite a reasonable number of each Partyits or its Affiliates’ employees as required or useful to discuss the applicable agenda items. The co-Each Committee shall appoint a chairperson from among its members, with the first chairperson of the JSC will cast its Party’s vote on and the JDC being a representative of [**] and the first chairperson of each other Committee being a representative of [**]. Each chairperson (whether initially appointed or any successor therefor) shall serve a term of one (1) year, at which time, the applicable Committee shall select a successor chairperson who is a representative of the Party other than the Party represented by the outgoing chairperson (e.g., the second chairperson of each of the JSC and such designee will have the authority to make decisions on behalf JDC shall be a representative of such Party. Each co-[**], the third chairperson will alternate being responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within the JDC shall be a representative of [**], etc.). Within [**] days after following each JSC Committee meeting, the chairperson of the applicable Committee shall circulate to all Committee members a draft of the minutes of such meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of The Committee shall then approve, by mutual agreement, such minutes within [***] Business Days following circulation. No chairperson of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval any Committee shall have any greater authority than any other representative of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11such Committee.

Appears in 1 contract

Samples: License Agreement (Agios Pharmaceuticals Inc)

Membership. The JSC will Committees, Subteams and JPT shall be composed of a total representatives appointed by each Party, who shall have adequate and appropriate expertise and authority within the relevant functions. The JSC shall be comprised of [**] representatives of each Party (or each Party’s Affiliates). The JDC and JCC shall each be comprised of [*] representatives of each Party, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size determine in due course if more representatives are needed. The Committees may from time to time by consent change the size of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingvarious Subteams or JPT(s) which report to them. Each Party may replace any of its JSC Committee, Subteam or JPT representatives at any time upon written notice to the other Party, which notice may . Each Committee and Subteam shall be given by e-mail, sent to the other Party’s co-chairperson[*] one (1) designated representative from [*]. The JSC will be co-chaired by one designated representative [*] of each PartyCommittee and Subteam shall not have any greater authority than any other representative on the Committee or Subteam. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being [*] shall be responsible for each meeting for for: (ai) calling and conducting meetings, ; (bii) preparing and circulating an agenda and any relevant pre-read materials in advance of each meeting; provided, however, provided that the applicable co-chairperson will chairpersons shall include any agenda items proposed by either Party on such agenda, ; (ciii) ensuring that all decision-making is carried out in accordance with the voting and dispute resolution mechanisms set out in this Agreement; and (iv) preparing and issuing minutes of each meeting that reflect based on contemporaneous notes reflecting the material decisions made substance of such meeting shared and action items identified at mutually agreed between the co-chairpersons immediately following or as soon as practicable following such meetings promptly thereaftermeeting. Notwithstanding the foregoing, and (d) sending draft meeting such minutes shall be circulated to each member the other members of the JSC Committee or Subteam no later than [*] following the relevant meeting for review review, comment and approval of each Party. If no comments are received by the co-chairpersons or their delegates within [***] days after each JSC meeting. Meeting of receipt of the minutes issued in accordance with clause (d) of this Section 8.3 will by a Party’s members, unless otherwise agreed, they shall be deemed to be approved unless one or more members of by such Party. If the JSC objects Parties are unable to reach agreement on the accuracy of such minutes within [*] of the applicable meeting, the sections of the minutes which have been agreed between the Parties by that date shall be deemed approved and, in addition, each Party shall record in the same document its own version of those sections of the minutes on which the Parties were not able to agree. For the avoidance of doubt, each Party may designate the same individual as a representative on more than one Committee or Subteam, and each Party may designate employees of its Affiliates as its representatives (including [**] Business Days ]) on any of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11Committees or Subteams.

Appears in 1 contract

Samples: Agreement (Genmab a/S)

Membership. The JSC will Each Committee shall be composed of a total an equal number of representatives appointed by each of Voyager and Neurocrine. The JSC shall be comprised of [***] representatives of each Party, which will and each other Committee shall be appointed comprised of such number of representatives of each Party as is agreed upon by each of Nanobiotix and Lian, respectively, including the Parties. Each Party shall appoint at least one (1) senior leadership member for representative to each PartyWorking Group and shall have the right, but not the obligation, to appoint the same number of representatives to any Working Group as are appointed by the other Party to such Working Group. Each individual appointed by a Party as a representative to the JSC will shall be an employee of such Party. Each individual appointed by a Party as a representative to any Subcommittee or Working Group shall be an employee of such Party, an employee of such Party’s Affiliate or, upon the other Party’s approval, a contractor to such Party or its Affiliate; provided that, with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar respect to the Licensed Products under this Agreement. The JSC Collaboration IP Working Group, either Party may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingappoint outside intellectual property counsel as a representative without such approval. Each Party may replace any of its JSC Committee or Working Group representatives at any time upon written notice to the EXECUTION COPY CONFIDENTIAL 28 other Party, which notice may be given by e-mail, mail sent to the other Party’s co-chairpersonchairperson of such Committee and, with respect to a change of representatives to any Working Group, to the other Party’s co-chairperson of the Committee to which such Working Group reports. The JSC will Each Committee and Working Group shall be co-chaired by one designated representative of each Party. The co-chairperson Any member of a Committee or Working Group may designate a substitute who is an employee of the JSC will cast applicable Party to attend and perform the functions of that member at any meeting of such Committee, as applicable. Notwithstanding the foregoing, each Party shall ensure at all times during the existence of a Committee or Working Group that its representatives (including any replacements or substitutes therefor) on such Committee or Working Group are appropriate in terms of seniority, experience, expertise and decision-making authority and are subject to obligations of confidentiality and non-use with respect to the other Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, Confidential Information that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations are no less stringent than those set forth in Article ARTICLE 11.. 3.5

Appears in 1 contract

Samples: Collaboration and License Agreement (Neurocrine Biosciences Inc)

Membership. The JSC will be composed of a total of [***] representatives of each Party, which will be appointed by each of Nanobiotix Landos and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of compounds and products similar to the Compound and Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writing. Each Party may replace any of its JSC representatives at any time upon written notice to the other Party, which notice may be given by e-mail, sent to the other Party’s co-chairperson. The JSC will be co-chaired by one designated representative of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 5.3 (Membership) will be deemed approved unless one or more [***] members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 118 (Confidentiality and Publicity).

Appears in 1 contract

Samples: License and Collaboration Agreement (LianBio)

Membership. The JSC will be composed Cell Genesys and Takeda shall each designate an equal number of a total of [***] representatives of each Party, which will be appointed by to serve on each of Nanobiotix the JSC, JDC and LianJCC (each, respectivelya “Committee”) by written notices to the other Party. Initially, including each Party shall designate three (3) such representatives. Each Committee may elect to vary the number of representatives from time to time during the Term. Either Party may designate substitutes for its Committee representatives if one (1) or more of such Party’s designated representatives is unable to be present at a meeting. From time to time each Party may replace its Committee representatives by written notice to the other Party specifying the prior representative(s) and their replacement(s). Any such substitutes or replacements shall be designated consistent with the following principles: at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and shall have knowledge and appropriate expertise in the Development and Commercialization clinical development of products similar to pharmaceutical products; provided, that each Committee may vary the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that expertise required for the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by Party as it deems appropriate as the Parties in writinggain experience with the Product. Each Party may replace any of its JSC representatives at any time upon written notice Committee will have a chairperson, to the other Party, which notice may be given by e-mail, sent to the other Party’s co-chairpersondesignated as described below. The JSC will chairperson shall be co-chaired by one designated representative of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being responsible for each meeting for (ai) calling and conducting meetings, and (bii) preparing and circulating an agenda for the upcoming meeting, but shall have no special authority over the other members of the Committee, and shall have no additional voting rights. The alliance managers described in advance of each meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) Section 3.6 shall be responsible for preparing and issuing minutes of each JSC meeting within thirty (30) days thereafter. Such minutes shall not be finalized until each Committee representative reviews and approves such minutes in writing; provided that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting any minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will shall be deemed approved unless one or more members a member of the JSC objects to the accuracy of such minutes within [***] Business Days fifteen (15) days after the circulation of receiptthe minutes by the chairperson. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative other subcommittees will be subject to confidentiality obligations no less stringent than those in Article 11responsible for generating minutes from their respective meetings.

Appears in 1 contract

Samples: Development and Commercialization (Cell Genesys Inc)

Membership. The JSC will shall be composed of a total of [***] ([***]) representatives of each Party, which will be appointed by from each of Nanobiotix Frequency and LianAstellas, respectivelyeach of which representatives shall be of the seniority and experience appropriate for service on the applicable Committee in light of the functions, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee responsibilities and authority of such Party with sufficient seniority Committee and decision-making authority within the applicable Party to provide meaningful input and make decisions arising status of activities within the scope of the JSC’s responsibilities, authority and responsibility of such Committee. Other Committees shall have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal such number of representatives of from each Party, unless otherwise agreed by Party as the Parties may agree. Any representative from [***] Certain information in writingthis document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. either Party can represent such Party on more than one Committee. Each Party may replace any of its JSC representatives on any Committee at any time upon with written notice to the other Party; provided that, which notice may such replacement meets the standard described in the preceding sentence. Each Party’s representatives and any replacement of a representative shall be given bound by e-mail, sent obligations of confidentiality and nonuse applicable to the other Party’s co-chairpersonConfidential Information that are at least as stringent as those set forth in ARTICLE XIII (Confidentiality). The JSC will be co-chaired by one designated representative Each Party may invite a reasonable number of each Partyits or its Affiliates’ employees as required or useful to discuss the applicable agenda items. The co-Each Committee shall appoint a chairperson from among its members, with the first chairperson of the JSC will cast its Party’s vote on JSC, JMC and the JSC and such designee will have the authority to make decisions on behalf JDC being a representative of such Party. Each co-chairperson will alternate being responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] and the first chairperson of each other Committee being a representative of [***]. Each chairperson (whether initially appointed or any successor therefor) shall serve a term of [***], at which time the applicable Committee shall select a successor chairperson who is a representative of the Party other than the Party represented by the outgoing chairperson (e.g., the second chairperson of each of the JSC, JMC and the JDC shall be a representative of [***], the third chairperson of each of the JSC, the JMC and the JDC shall be a representative of [***], etc.). Within [***] ([***]) days after following each JSC Committee meeting, the chairperson of the applicable Committee shall circulate to all Committee members a draft of the minutes of such meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of The Committee shall then approve, by mutual agreement, such minutes within [***] Business Days ([***]) days following circulation. No chairperson of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval any Committee shall have any greater authority than any other representative of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11such Committee.

Appears in 1 contract

Samples: License and Collaboration Agreement (Frequency Therapeutics, Inc.)

Membership. The JSC CSC will be composed of a total of [***] representatives of each Party, which will be appointed by each of Nanobiotix Mirati and LianORIC, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC CSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising with respect to matters within the scope of the JSCCSC’s responsibilities, and have knowledge and expertise in the Development of compounds and Commercialization of products similar to the Licensed Compound and Licensed Products under this Agreement. The JSC CSC may change its size from time to time by consent of its membersthe Parties, provided that the JSC will consist at all times of an equal number of representatives of each Party, [***] unless otherwise agreed by the Parties in writing. Each Party may replace any of its JSC CSC representatives at any time upon written notice to the other Party, which notice may be given by e-mail, sent to the other Party’s co-chairperson. The JSC CSC will be co-chaired by one designated representative of each Party[***]. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made matters discussed and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC CSC for review and approval within [***] days after each JSC CSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 Each CSC representative will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within have [***] Business Days of receipt. The Alliance Managers will work with the chairpersons from receipt in which to prepare and circulate agendas comment on and to ensure approve or provide comments to the preparation and minutes (such approval not to be unreasonably withheld, conditioned or delayed). If a representative, within such time period, does not notify the CSC chairperson that he/she does not approve of the minutes, the minutes will be deemed to have been approved by such representative. Each JSC CSC representative will be subject to confidentiality obligations no less stringent than those in Article 11ARTICLE VIII.

Appears in 1 contract

Samples: License Agreement (Oric Pharmaceuticals, Inc.)

Membership. The JSC will Each Committee shall be composed of a total of [***] representatives of each Party, which will be appointed by from each of Nanobiotix Epizyme and LianHutchmed, respectivelyeach of which representatives shall be of the seniority and experience appropriate for service on the applicable Committee in light of the functions, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee responsibilities and authority of such Party with sufficient seniority Committee and decision-making authority within the applicable Party to provide meaningful input and make decisions arising status of activities within the scope of the JSC’s responsibilities, authority and have knowledge and expertise in the Development and Commercialization responsibility of products similar to the Licensed Products under this Agreementsuch Committee. The JSC may change its size Any representative from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingeither Party can represent such Party on more than one Committee. Each Party may replace any of its JSC representatives on any Committee at any time upon with written notice to the other Party, which notice may ; ​ provided that such replacement meets the standard described in the preceding sentence. Each Party’s representatives and any replacement of a representative shall be given bound by eobligations of confidentiality and non-mail, sent use applicable to the other Party’s Confidential Information that are at least as stringent as those set forth in Article 10. Each Party may invite a reasonable number of its or its Affiliates’ employees and, with the consent of the other Party, its or its Affiliates’ consultants or other contractors, as required or useful to discuss the applicable agenda items. Each Committee shall appoint two co-chairperson. The JSC will be co-chaired by chairpersons from among its members, with one designated chairperson being a representative of each PartyEpizyme and the other chairperson being a representative of Hutchmed. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being chairpersons shall be responsible for each meeting establishing the Committee schedules and agendas, and for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance finalizing the minutes of each meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within . Within [***] days after following each JSC Committee meeting, the co-chairpersons of the applicable Committee shall alternate responsibility for circulating to all Committee members a draft of the minutes of such meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of The Committee shall then approve, by mutual agreement, such minutes within [***] Business Days following circulation; provided that if the Committee does not approve, by mutual agreement, such minutes during such period, then the Committee shall consider the matter in dispute at its next meeting and resolve such matter in accordance with this Agreement. No co-chairperson of receipt. The Alliance Managers will work with any Committee shall have any greater authority than any other representative of such Committee and each co-chairperson of any Committee may delegate the chairpersons administrative aspects of his or her co-chairperson responsibilities to prepare and circulate agendas and to ensure the preparation and approval a member of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11his or her project team.

Appears in 1 contract

Samples: License Agreement (HUTCHMED (China) LTD)

Membership. The JSC will be composed For each Committee, each Party shall designate an equal number of a total of [***] representatives of each Party, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1not to exceed three (3) senior leadership member for each Party) with appropriate expertise to serve as members of such Committee. Each individual appointed by a Party as a For the Committees each representative to the JSC will must either be an employee of such designating Party or an Affiliate of such Party, or be a person who is not an CONFIDENTIAL employee but where (i) such non-employee is authorized by such designating Party to act as its representative, (ii) such non-employee representative is bound by written agreement with sufficient seniority and decision-making authority within terms that are consistent with the applicable Party to provide meaningful input terms of this Agreement for the treatment and make decisions arising within the scope ownership of Confidential Information and Inventions of the JSC’s responsibilitiesParties, and have knowledge and expertise in (iii) the Development and Commercialization of products similar other Party consents to the Licensed Products under designation of such non-employee representative, which consent shall not be unreasonably withheld. Each Party is responsible for any breaches of this AgreementAgreement by such non-employee representative. The JSC Each representative as qualified above may change its size from time to time by consent serve on more than one (1) Committee as appropriate in view of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingindividual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with Histogenics selecting the chairperson first for the JSC, RAC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 1 contract

Samples: Exclusive Channel Collaboration Agreement (Histogenics Corp)

Membership. The JSC will be composed of a total of [***] representatives of each Party, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will JDC shall consist at all times of an equal number of representatives of from each Party, unless otherwise agreed with at least three (3) representatives appointed by the Parties in writingeach Party. Each A Party may replace change any of its JSC representatives on the JDC at any time upon with a new person (with appropriate expertise to replace the outgoing member) by giving written notice to the other Party; provided, which notice may however, that, without limiting the generality of the foregoing, a key objective with respect to membership in the JDC shall be given by e-mail, sent to the other Party’s co-chairpersonpreserving continuity. The JSC will JDC shall be co-chaired by one designated a representative of each Partyof Licensee and Amarin. One member of the JDC shall serve as secretary of the JDC at each JDC meeting, and the secretary shall alternate from meeting to meeting 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. between a Licensee JDC member and an Amarin JDC member. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being chairpersons shall be responsible for each meeting for (ai) calling and conducting meetings, (bii) preparing and issuing minutes of each such meeting within [***] thereafter, and (iii) preparing and circulating an agenda in advance of each for the upcoming meeting; provided, however, that the applicable co-chairperson will include chairpersons shall consider including any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within no less than [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects prior to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11next scheduled JDC meeting.

Appears in 1 contract

Samples: Development, Commercialization and Supply Agreement (Amarin Corp Plc\uk)

Membership. The JSC will be composed of a total of [***] representatives of each Party, which will be appointed by each of Nanobiotix Company and LianLicensee, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of compounds and products similar to the Compound and Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writing. Each Party may replace any of its JSC representatives at any time upon written notice to the other Party, which notice may be given by e-mail, sent to the other Party’s co-chairperson. The JSC will be co-chaired by one designated representative of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 5.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11ARTICLE VIII.

Appears in 1 contract

Samples: Exclusive License Agreement (LianBio)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed four (4) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC the representatives must all be employees of such Party or an Affiliate of such Party, unless otherwise agreed by and for Committees other than the Parties JSC the representatives must all be employees of such Party or an Affiliate of such Party with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if : (i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. Each representative as qualified above may serve on more than one (1) Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with Oragenics selecting the chairperson first for the JSC, CRC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 1 contract

Samples: Exclusive Channel Collaboration Agreement (Oragenics Inc)

Membership. The JSC will be composed For each Committee, each Party shall designate an equal number of a total of [***] representatives of each Party, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1not to exceed four (4) senior leadership member for each Party) with appropriate expertise to serve as members of such Committee. Each individual appointed by a Party as a For the Committees, each representative to the JSC will must either be an employee of such designating Party or an Affiliate of such Party, or be a person who is not an employee but where (i) such non-employee is authorized by such designating Party to act as its representative, (ii) such non-employee representative is bound by written agreement with sufficient seniority and decision-making authority within terms that are consistent with the applicable Party to provide meaningful input terms of this Agreement for the treatment and make decisions arising within the scope ownership of Confidential Information and Inventions of the JSC’s responsibilitiesParties, and have knowledge and expertise in (iii) the Development and Commercialization of products similar other Party consents to the Licensed Products under designation of such non-employee representative, which consent shall not be unreasonably withheld. Each Party is responsible for any breaches of this AgreementAgreement by such non-employee representatives. The JSC Each representative as qualified above may change its size from time to time by consent serve on more than one (1) Committee as appropriate in view of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingindividual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with Fibrocell selecting the chairperson first for the JSC, CRC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items within fifteen (15) days thereafter. Portions herein identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within by [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of receiptthe Securities Exchange Act of 1934, as amended. The Alliance Managers will work A complete copy of this document has been filed separately with the chairpersons to prepare Securities and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11Exchange Commission.

Appears in 1 contract

Samples: Channel Collaboration Agreement (Fibrocell Science, Inc.)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed four (4) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC the representatives must all be employees of such Party or an Affiliate of such Party, unless otherwise agreed by and for Committees other than the Parties JSC the representatives must all be employees of such Party or an Affiliate of such Party with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if: (i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. Each representative as qualified above may serve on more than one (1) Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with Oragenics selecting the chairperson first for the JSC, CRC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items within fifteen (15) days thereafter. CONFIDENTIAL TREATMENT REQUESTED BY ORAGENICS, INC. EXECUTION COPY CONFIDENTIAL Portions herein identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within by [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of receiptthe Securities Exchange Act of 1934, as amended. The Alliance Managers will work A complete copy of this document has been filed separately with the chairpersons to prepare Securities and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11Exchange Commission.

Appears in 1 contract

Samples: Confidential Treatment (Oragenics Inc)

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Membership. The JSC will be composed For each Committee, each Party shall designate an equal number of a total of [***] representatives of each Party, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1not to exceed three (3) senior leadership member for each Party) with appropriate expertise to serve as members of such Committee. Each individual appointed by a Party as a For the Committees, each representative to the JSC will must either (i) be an employee of such Party with sufficient seniority or employee of a Parent or Subsidiary of such Party, or (ii) a qualified non-employee. A non-employee is qualified under the prior sentence if : (i) such non-employee representative is bound to the terms of this Agreement for the treatment and decision-making authority within the applicable Party to provide meaningful input ownership of Confidential Information and make decisions arising within the scope Inventions of the JSC’s responsibilitiesParties, and have knowledge and expertise in (ii) the Development and Commercialization of products similar other Party consents to the Licensed Products under this Agreementdesignation of such non-employee representative, which consent shall not be unreasonably withheld. The JSC Each representative as qualified above may change its size from time to time by consent serve on more than one (1) Committee as appropriate in view of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingindividual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with JV selecting the chairperson first for the JSC, RC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and . Such a chairperson (dsolely in capacity as a chairperson) sending draft meeting minutes to each member in any of the JSC for review Committees shall have no additional voting rights beyond those held by any other Committee representatives and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will shall not be deemed approved unless one or more members of the JSC objects able to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11break ties.

Appears in 1 contract

Samples: Exclusive Channel Collaboration Agreement (Intrexon Corp)

Membership. The JSC will be composed of a total of [***] representatives of each Party, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, JDC and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times JCC shall be composed of an equal number of representatives appointed by each of Pharmacyclics and JBI. The JSC, JDC and JCC shall each be initially comprised of four representatives of each Party. Each Party may appoint one or more employees of such Party’s Affiliates in the License Territory as representatives of such Party on the JSC, unless otherwise agreed JDC, JCC and any Working Group. Each Party shall have the right, but not be obligated, to appoint the same number of representatives to the various Working Groups as are appointed by the Parties other Party; however, each Party shall have collectively one vote, as set forth in writingSection 2.6, below, regardless of the number or representatives from each Party. The JSC may from time to time change the size of the JSC, JDC, JCC or any of the various Working Groups, and the JDC may from time to time change the size of the JDC or any of the various Working Groups. Each Party may replace JSC, JDC, JCC and any of its JSC Working Group representatives at any time upon written notice to the other Party, which notice may be given by e-mail, sent to the other Party’s co-chairperson. The JSC will JSC, JDC, JCC and the various Working Groups shall be co-chaired by one designated representative of each Party. The co-chairperson chairpersons of the JSC will cast its Party’s vote each committee and Working Group shall not have any greater authority than any other representative on the JSC and such designee will have the authority to make decisions on behalf of such Partycommittee or Working Group. Each The co-chairperson will alternate being chairpersons shall be responsible for each meeting for (ai) calling and conducting meetings, ; (bii) preparing and circulating an agenda in advance of each meeting; provided, however, provided that the applicable co-chairperson will chairpersons shall include any agenda items proposed by either Party on such agenda, ; (ciii) ensuring that all decision-making is carried out in accordance with the voting and dispute resolution mechanisms set forth in this Agreement; and (iv) preparing and issuing minutes of each meeting that reflect within 30 days thereafter. For the material decisions made and action items identified at such meetings promptly thereafteravoidance of doubt, each Party may designate the same individual as a representative on more than one committee or Working Group, and each Party may designate contractors or employees of its Affiliates as its representatives (dincluding co-chairperson) sending draft meeting minutes to each member on the JSC or any of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one other committees or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11Working Groups.

Appears in 1 contract

Samples: Collaboration and License Agreement (Pharmacyclics Inc)

Membership. The JSC will shall be composed of a total of [***] ]representatives of each Partyfrom [***], which will be appointed by each of Nanobiotix which representatives shall be of the seniority and Lian, respectively, including at least one (1) senior leadership member experience appropriate for each Party. Each individual appointed by a Party as a representative to service on the JSC will be an employee in light of the functions, responsibilities and authority of such Party with sufficient seniority committee and decision-making authority within the applicable Party to provide meaningful input and make decisions arising status of activities within the scope of the JSC’s responsibilities, authority and have knowledge and expertise in the Development and Commercialization responsibility of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingsuch committee. Each Party may replace any of its representatives on the JSC representatives at any time upon with written notice to the other Party, which notice may ; provided that such replacement meets the standard described in the preceding sentence. Each Party’s representatives and any replacement of a representative shall be given bound by eobligations of confidentiality and non-mail, sent use applicable to the other Party’s co-chairpersonConfidential Information that are at least as stringent as those set forth in Article XI (Confidentiality). Each Party may invite [***]of its or its Affiliates’ employees as required or useful to discuss the applicable agenda items. The JSC will be co-chaired by one designated representative of each Party. The co-shall appoint a chairperson from among its members, with the first chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf being a representative of such Party. Each co-chairperson will alternate being responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] ]. Each chairperson (whether initially appointed or any successor therefor) shall serve a term of [***], at which time, the JSC shall select a successor chairperson who is a representative of the Party other than the Party represented by the outgoing chairperson (e.g., the second chairperson of the JSC shall be a representative of [***], the third chairperson of the JSC shall be a representative of [***], etc.). Within [***]days after following each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more , the chairperson shall circulate to all committee members a draft of the minutes of such meeting. The JSC objects to the accuracy of shall then approve, by mutual agreement, such minutes within [***] Business Days ]days following circulation. No chairperson of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval JSC shall have any greater authority than any other representative of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11such committee.

Appears in 1 contract

Samples: License Agreement (Sol-Gel Technologies Ltd.)

Membership. The JSC will be composed of a total of [***] representatives of each Party, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, JDC and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times JCC shall be composed of an equal number of representatives appointed by each of Cxxxxxxx and Taiho. The JSC shall be comprised of three representatives of each Party. The JDC and JCC shall each be comprised of at least two but no more than five representatives of each Party, unless otherwise agreed as determined by the Parties in writingJSC. Each Party shall have the right to appoint any number of representatives to the various Working Groups. Each Party may replace JSC, JDC, JCC and any of its JSC Working Group representatives at any time upon written notice to the other Party, which notice may be given by e-mail, sent to the other provided that such replacement is of comparable authority and scope of functional responsibility within that Party’s coorganization as the person he or she is replacing. Each Party’s representatives to each Joint Committee shall be individuals suitable in seniority and experience and amongst such representatives shall be at least one representative from each Party with relevant decision-chairpersonmaking authority to make decisions within the scope of the applicable Joint Committee’s responsibilities, provided that it is understood that such individual may need to seek appropriate authority from the relevant Party with respect to certain matters. The JSC will JSC, JDC, JCC and the various Working Groups (each, a “Joint Committee”) shall be co-chaired by one designated representative of each Party. The co-chairperson chairpersons of each Joint Committee shall not have any greater authority than any other representative on such Joint Committee. The co-chairpersons shall be responsible for (i) calling meetings; (ii) preparing (with the assistance of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being responsible for each meeting for (aAlliance Managers) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, provided that the applicable co-chairperson will chairpersons shall include any agenda items proposed by either Party on such agenda, ; (ciii) ensuring that all decision-making is carried out in accordance with the voting and dispute resolution mechanisms set forth in this Agreement; and (iv) preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days days thereafter. For the avoidance of receipt. The Alliance Managers will work with doubt, each Party may designate the chairpersons to prepare same individual as a representative on more than one Joint Committee, and circulate agendas each Party may designate contractors or employees of its Affiliates as its representatives (including co-chairperson) on the Joint Committee, provided that such contractors and to ensure the preparation and approval of minutes. Each JSC representative will be employees are subject to appropriate obligations of confidentiality obligations no less stringent than at least as restrictive as those set forth in Article 11ARTICLE IX herein.

Appears in 1 contract

Samples: Co Development Agreement (Cullinan Oncology, Inc.)

Membership. The JSC will shall be composed of a total of [***] two (2) representatives of each Party, which will be appointed by from each of Nanobiotix Verona and LianNuance, respectively, including at least one (1) senior leadership member each of which representatives shall be of the seniority and experience appropriate for each Party. Each individual appointed by a Party as a representative to service on the JSC will be an employee in light of the functions, responsibilities and authority of such Party with sufficient seniority committee and decision-making authority within the applicable Party to provide meaningful input and make decisions arising status of activities within the scope of the JSC’s responsibilities, authority and have knowledge and expertise in the Development and Commercialization responsibility of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingsuch committee. Each Party may replace any of its representatives on the JSC representatives at any time upon with written notice to the other Party, which notice may ; provided that such replacement meets the standard described in the preceding sentence and the Executive Officer of each Party will consult with the Executive Officer of the other Party regarding the individual selected as the replacement prior to that individual being appointed. Each Party’s representatives and any replacement of a representative shall be given bound by eobligations of confidentiality and non-mail, sent use applicable to the other Party’s co-chairpersonConfidential Information that are at least as stringent as those set forth in Article XII (Confidentiality). Each Party may invite a reasonable number of its or its Affiliates’ employees as required or useful to discuss the applicable agenda items. The JSC will be co-chaired by one designated representative of each Party. The co-shall appoint a chairperson from among its members, with the first chairperson of the JSC will cast its Party’s vote on being a representative of Nuance. Each chairperson (whether initially appointed or any successor therefor) shall serve a term of one (1) year, at which time, the JSC and such designee will have shall select a successor chairperson who is a representative of the authority to make decisions on behalf of such Party. Each co-Party other than the Party represented by the outgoing chairperson will alternate being responsible for each meeting for (a) calling and conducting meetingse.g., (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-second chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] shall be a representative of Verona, the third chairperson of the JSC shall be a representative of Nuance, etc.). Within fifteen (15) days after following each JSC meeting, the chairperson shall circulate to all committee members a draft of the minutes of such meeting. Meeting The JSC shall then approve, by mutual agreement, such minutes issued in accordance with clause within fifteen (d15) of this Section 8.3 will be deemed approved unless one or more members days following circulation. No chairperson of the JSC objects to the accuracy shall have any greater authority than any other representative of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11committee.

Appears in 1 contract

Samples: Collaboration and License Agreement (Verona Pharma PLC)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed four (4) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC the representatives must all be employees of such Party or an Affiliate of such Party, unless otherwise agreed and for Committees other than the JSC the Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Parties Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. representatives must all be employees of such Party or an Affiliate of such Party with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if : (i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. Each representative as qualified above may serve on more than one Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with BioLife selecting the chairperson first for the JSC, CRC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 1 contract

Samples: Exclusive Research Collaboration Agreement (Intrexon Corp)

Membership. The JSC will Each Committee shall be composed of a total an equal number of representatives appointed by each of Voyager and Neurocrine. The JSC shall be comprised of [***] representatives of each Party, which will and each other Committee shall be appointed comprised of such number of representatives of each Party as is agreed upon by each of Nanobiotix and Lian, respectively, including the Parties. Each Party shall appoint at least one (1) senior leadership member for representative to each PartyWorking Group and shall have the right, but not the obligation, to appoint the same number of representatives to any Working Group as are appointed by the other Party to such Working Group. Each individual appointed by a Party as a representative to the JSC will shall be an employee of such Party. Each individual appointed by a Party as a representative to any Subcommittee or Working Group shall be an employee of such Party, an employee of such Party’s Affiliate or, upon the other Party’s approval, a contractor to such Party or its Affiliate; provided that, with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar respect to the Licensed Products under this Agreement. The JSC Collaboration IP Working Group, either Party may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingappoint outside intellectual property counsel as a representative. Each Party may replace any of its JSC Committee or Working Group representatives at any time upon written notice to the other Party, which notice may be given by e-mail, mail sent to the other Party’s co-chairpersonchairperson of such Committee and, with respect to a change of representatives to any Working Group, to the other Party’s co-chairperson of the Committee to which such Working Group reports. The JSC will Each Committee and Working Group shall be co-chaired by one designated representative of each Party. The co-chairperson Any member of a Committee or Working Group may designate a substitute who is an employee of the JSC will cast applicable Party to attend and perform the functions of that member at any meeting of such Committee, as applicable. Notwithstanding the foregoing, each Party shall ensure at all times during the existence of a Committee or Working Group that its representatives (including any replacements or substitutes therefor) on such Committee or Working Group are appropriate in terms of seniority, experience, expertise and decision-making authority and are subject to obligations of confidentiality and non-use with respect to the other Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, Confidential Information that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations are no less stringent than those set forth in Article 11.

Appears in 1 contract

Samples: Stock Purchase Agreement (Voyager Therapeutics, Inc.)

Membership. The JSC Joint Steering Committee will be composed of six (6) representatives: three (3) representatives nominated by Amicus and three (3) representatives nominated by GSK. Each such representative on the Joint Steering Committee shall be a total senior executive or other member of [***] representatives senior management (or their designees who shall have the necessary authority to make decisions as such senior executives or other members of each senior management, as applicable) of the respective Party or an Affiliate of such Party, which will and in each case such representatives shall have significant experience and responsibility for oversight of the Product and shall be appointed empowered by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a the Party as a representative whom they represent to the JSC will be an employee of make decisions that are binding upon such Party with sufficient seniority and decision-making authority within respect to the applicable Party to provide meaningful input and make decisions arising within the scope Development, Manufacture and/or Commercialization, as applicable, of the JSC’s responsibilities, Compound and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingProduct. Each Party may also have its Alliance Manager attend Joint Steering Committee meetings as non-voting participants. GSK and Amicus will each be entitled to replace any of its JSC representatives on the Joint Steering Committee in its sole discretion at any time upon written notice to during the Term with representatives of similar experience and level of responsibility. The Joint Steering Committee shall be chaired by a GSK representative. With the consent of the other PartyParty (such consent not to be unreasonably withheld), which notice other employees or consultants of GSK or Amicus or their respective Affiliates may be given by eattend Joint Steering Committee meetings to present information or participate in discussions on an ad hoc basis as non-mail, sent to the other Party’s co-chairpersonvoting participants or observers. The JSC will be co-chaired by one designated representative of each Party. The co-chairperson of the JSC will cast its Party’s vote Parties shall cause their respective members on the JSC and such designee will have Joint Steering Committee to act in good faith in carrying out their activities on the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11Joint Steering Committee.

Appears in 1 contract

Samples: Trademark License Agreement (Amicus Therapeutics Inc)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed four (4) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC the representatives must all be employees of such Party or an Affiliate of such Party, unless otherwise agreed by and for Committees other than the Parties JSC the representatives must all be employees of such Party or an Affiliate of such Party with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if: (i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. Each representative as qualified above may serve on more than one (1) Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with Oragenics selecting the chairperson first for the JSC, CRC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 1 contract

Samples: Exclusive Channel Collaboration Agreement (Oragenics Inc)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed four (4) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC the representatives must all be employees of such Party or an Affiliate of such Party, unless otherwise agreed by and for Committees other than the Parties JSC the representatives must all be employees of such Party or an Affiliate of such Party with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if : (i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. Each representative as qualified above may serve on more than one (1) Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with Oragenics selecting the chairperson first for the JSC, CRC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items within fifteen (15) days thereafter. CONFIDENTIAL TREATMENT REQUESTED BY INTREXON CORPORATION EXECUTION COPY CONFIDENTIAL Portions herein identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within by [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of receiptthe Securities Exchange Act of 1934, as amended. The Alliance Managers will work A complete copy of this document has been filed separately with the chairpersons to prepare Securities and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11Exchange Commission.

Appears in 1 contract

Samples: Exclusive Channel Collaboration Agreement (Intrexon Corp)

Membership. The JSC will be composed of a total of [***] representatives of each Party, which will be appointed by each of Nanobiotix Landos and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of compounds and products similar to the Compound and Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writing. Each Party may replace any of its JSC representatives at any time upon written notice to the other Party, which notice may be given by e-mail, sent to the other Party’s co-chairperson. The JSC will be co-chaired by one designated representative of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 5.3 26 (Membership) will be deemed approved unless one or more [***] members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 118 (Confidentiality and Publicity).

Appears in 1 contract

Samples: License and Collaboration Agreement (Landos Biopharma, Inc.)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed four (4) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC the representatives must all be employees of such Party or an Affiliate of such Party, unless otherwise agreed by and for Committees other than the Parties JSC the representatives must all be employees of such Party or an Affiliate of such Party with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if : (i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. Each representative as qualified above may serve on more than one Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with Synthetic selecting the chairperson first for the JSC, CRC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items within fifteen (15) days thereafter. Portions herein identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within by [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of receiptthe Securities Exchange Act of 1934, as amended. The Alliance Managers will work A complete copy of this document has been filed separately with the chairpersons to prepare Securities and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11Exchange Commission.

Appears in 1 contract

Samples: Collaboration Agreement (Synthetic Biologics, Inc.)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed four (4) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC the representatives must all be employees of such Party or an Affiliate of such Party, unless otherwise agreed by and for Committees other than the Parties JSC the representatives must all be employees of such Party or an Affiliate of such Party with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if : (i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. Each representative as qualified above may serve on more than one Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with Oragenics selecting the chairperson first for the JSC, CRC and CC, and EGI selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 1 contract

Samples: Exclusive Channel Collaboration Agreement (Oragenics Inc)

Membership. The JSC Steering Committee will be composed comprised of a total three (3) members appointed by Bayer and three (3) members appointed by Evogene, all of whom shall be full time employees of the appointing party (or an Affiliate of the appointing party, provided that for purposes of this clause, “Control” as it relates to the definition of Affiliate will mean seventy-five (75%) or more ownership and not fifty percent (50%)) and shall have appropriate authority to make the decisions assigned to the Steering Committee hereunder. At least two members of the Steering Committee will be different than the members of the Research Committee. The chairperson of the Steering Committee (having no special or additional voting power) shall be one of the members, in annual rotation between the parties, beginning with Bayer. Each of Bayer and Evogene shall communicate to the other, within two (2) weeks after the Effective Date, about the identity of the members it appoints and each of Bayer and Evogene may replace one or more of its Steering Committee representatives at any time, upon written notice to the other party. Initials Bayer : page 18 of 89 Initials Evogene : *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***] representatives ]. A complete version of each Party, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative this exhibit has been provided separately to the JSC will be an employee of such Party with sufficient seniority Securities and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this AgreementExchange Commission. The JSC may change its size from Hecate: 4/10/b00917 From time to time by consent of its memberstime, provided that the JSC will consist at all times Steering Committee may establish subcommittees, comprised of an equal number of representatives from each party (who may be persons other than Steering Committee members), to oversee particular activities within the responsibilities of each Partythe Steering Committee described in Section 2.2.1.3. These subcommittees will have an advisory role towards the Steering Committee and will have no decisive power, unless otherwise agreed by the Parties in writing. Each Party may replace any of its JSC representatives at any time upon written notice Steering Committee has explicitly provided a proxy to the other Party, which notice may be given by e-mail, sent subcommittee to the other Party’s co-chairperson. The JSC will be co-chaired by one designated representative of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make take decisions on behalf of such Party. Each co-chairperson will alternate being responsible specific matters for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11which it has been established.

Appears in 1 contract

Samples: Wheat Collaboration and License Agreement (Evogene Ltd.)

Membership. The JSC will be composed For each Committee, each Party shall designate an equal number of a total of [***] representatives of each Party, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1not to exceed three (3) senior leadership member for each Party) with appropriate expertise to serve as members of such Committee. Each individual appointed by a Party as a For the Committees each representative to the JSC will must either be an employee of such designating Party or an Affiliate of such Party, or be a person who is not an employee but where (i) such non-employee is authorized by such designating Party to act as its representative, (ii) such non-employee representative is bound by written agreement with sufficient seniority and decision-making authority within terms that are consistent with the applicable Party to provide meaningful input terms of this Agreement for the treatment and make decisions arising within the scope ownership of Confidential Information and Inventions of the JSC’s responsibilitiesParties, and have knowledge and expertise in (iii) the Development and Commercialization of products similar other Party consents to the Licensed Products under designation of such non-employee representative, which consent shall not be unreasonably withheld. Each Party is responsible for any breaches of this AgreementAgreement by such non-employee representative. The JSC Each representative as qualified above may change its size from time to time by consent serve on more than one (1) Committee as appropriate in view of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingindividual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with Synthetic selecting the chairperson first for the JSC, CRC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 1 contract

Samples: Exclusive Channel Collaboration Agreement (Synthetic Biologics, Inc.)

Membership. The JSC Joint Steering Committee will be composed of six (6) representatives: three (3) representatives nominated by Amicus and three (3) representatives nominated by GSK. Each such representative on the Joint Steering Committee shall be a total senior executive or other member of [***] representatives senior management (or their designees who shall have the necessary authority to make decisions as such senior executives or other members of each senior management, as applicable) of the respective Party or an Affiliate of such Party, which will and in each case such representatives shall have significant experience and responsibility for oversight of Products and shall be appointed empowered by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a the Party as a representative whom they represent to the JSC will be an employee of make decisions that are binding upon such Party with sufficient seniority and decision-making authority within respect to the applicable Party to provide meaningful input and make decisions arising within the scope Development, Manufacture and/or Commercialization, as applicable, of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingProduct. Each Party may also have its Alliance Manager attend Joint Steering Committee meetings as non-voting participants. GSK and Amicus will each be entitled to replace any of its JSC representatives on the Joint Steering Committee in its sole discretion at any time upon written notice to during the other Party, which notice may be given by e-mail, sent to the other Party’s co-chairpersonTerm with representatives of similar experience and level of responsibility. The JSC will Joint Steering Committee shall be co-chaired by one designated a GSK representative of each Party. The co-chairperson of (the JSC will cast its Party’s vote on “Chairperson”), and the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Chairperson shall be responsible for each meeting for for, among other similar tasks as necessary, (a) calling and conducting managing the conduct of meetings, (b) preparing and circulating an agenda in advance issuing minutes of each meeting; providedsuch meeting within thirty (30) days thereafter, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, and (c) preparing minutes of each meeting that reflect and circulating an agenda for the material decisions made and action upcoming meeting, but shall have no final decision-making authority. For clarity, the Chairperson shall include in the upcoming agenda any items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member reasonably requested by any other JSC representative. With the consent of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued other Party (such consent not to be unreasonably withheld), other employees or consultants of GSK or Amicus or their respective Affiliates may attend Joint Steering Committee meetings to present information or participate in accordance with clause (d) of this Section 8.3 will be deemed approved unless one discussions on an ad hoc basis as non-voting participants or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receiptobservers. The Alliance Managers will work with Parties shall cause their respective members on the chairpersons Joint Steering Committee to prepare and circulate agendas and to ensure act in good faith in carrying out their activities on the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11Joint Steering Committee.

Appears in 1 contract

Samples: Trademark License Agreement (Amicus Therapeutics Inc)

Membership. The JSC will Each Committee shall be composed of a total an equal number of representatives appointed by each of Voyager and Neurocrine. The JSC shall be comprised of [...***...] representatives of each Party, which will and each other Committee shall be appointed comprised of such number of representatives of each Party as is agreed upon by each of Nanobiotix and Lian, respectively, including the Parties. Each Party shall appoint at least one (1) senior leadership member for representative to each PartyWorking Group and shall have the right, but not the obligation, to appoint the same number of representatives to any Working Group as are appointed by the other Party to such Working Group. Each individual appointed by a Party as a representative to the JSC will shall be an employee of such Party. Each individual appointed by a Party as a *** Confidential Treatment Requested representative to any Subcommittee or Working Group shall be an employee of such Party, an employee of such Party’s Affiliate or, upon the other Party’s approval, a contractor to such Party or its Affiliate; provided that, with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar respect to the Licensed Products under this Agreement. The JSC Collaboration IP Working Group, either Party may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writingappoint outside intellectual property counsel as a representative. Each Party may replace any of its JSC Committee or Working Group representatives at any time upon written notice to the other Party, which notice may be given by e-mail, mail sent to the other Party’s co-chairpersonchairperson of such Committee and, with respect to a change of representatives to any Working Group, to the other Party’s co-chairperson of the Committee to which such Working Group reports. The JSC will Each Committee and Working Group shall be co-chaired by one designated representative of each Party. The co-chairperson Any member of a Committee or Working Group may designate a substitute who is an employee of the JSC will cast applicable Party to attend and perform the functions of that member at any meeting of such Committee, as applicable. Notwithstanding the foregoing, each Party shall ensure at all times during the existence of a Committee or Working Group that its representatives (including any replacements or substitutes therefor) on such Committee or Working Group are appropriate in terms of seniority, experience, expertise and decision-making authority and are subject to obligations of confidentiality and non-use with respect to the other Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, Confidential Information that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations are no less stringent than those set forth in Article 11.

Appears in 1 contract

Samples: Stock Purchase Agreement (Neurocrine Biosciences Inc)

Membership. The JSC will Each Committee shall be composed of a total of [***] representatives of each Party, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise as may be agreed by the Parties Parties. Each of BMS and EXEL shall designate representatives with appropriate expertise to serve as members of each Committee, and each representative may serve on more than one Committee as appropriate in writingview of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to [*] = 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. the other Party. Each Committee shall have co-chairpersons. BMS and EXEL shall each select from their representatives a co-chairperson for each of the Committees, which and each Party may change its designated co-chairpersons from time to time upon written notice may be given by e-mail, sent to the other Party’s co-chairperson. The JSC will Alliance Managers shall be co-chaired by one designated representative of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC thereafter; provided that a Committee co-chairperson shall call a meeting of the applicable Committee promptly upon the written request of the other co-chairperson to convene such a meeting. Meeting The minutes issued of each meeting shall, among other things, record all matters acted upon and approved or disapproved by the Committee, actions to be taken, and any matters the Committee failed to resolve. Such minutes will not be finalized until both Alliance Managers review and confirm in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to writing the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 1 contract

Samples: Collaboration Agreement (Exelixis Inc)

Membership. The JSC will be composed of a total of [***] representatives of For each PartyCommittee, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of shall designate an equal number of representatives of (not to exceed three (3) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC, unless otherwise agreed by the Parties representatives must all be employees of such Party or an Affiliate of such Party. For Committees other than the JSC, the representatives must all be employees of such Party or an Affiliate of such Party, with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if : (i) such non-employee representative agrees in writingwriting to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. For purposes of this Section 2.3, employees of Third Security may, at Intrexon’s election, serve as members of a Committee as if they were employees of Intrexon; provided that they meet the requirement of clause (i) above. Each representative as qualified above may serve on more than one (1) Committee as appropriate in view of the individual’s expertise. Each Party may replace any of its JSC Committee representatives at any time upon written notice to the other Party, . Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which notice may be given by e-mail, sent representative to the other Party’s co-chairpersonCommittee will act as chairperson shall alternate between the Parties, with Soligenix selecting the chairperson first for the JSC, RC and CC, and Intrexon selecting the chairperson first for the CMCC and IPC. The JSC will be co-chaired by one designated representative chairperson of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly within fifteen (15) days thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11.

Appears in 1 contract

Samples: Collaboration Agreement (Soligenix, Inc.)

Membership. The JSC Each of the JSC, JDC and JCC will be composed of a total of [***] representatives of each Party, which will be appointed by each of Nanobiotix and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives appointed by each of Nogra and Licensee. The JSC, JDC and JCC will each be initially comprised of three (3) representatives of each Party. Each Party will have the right, unless otherwise agreed but not be obligated, to appoint the same number of representatives to the various Working Groups as are appointed by the Parties other Party; however, each Party will have collectively one vote, as set forth in writingSection 2.6(a), regardless LICENSE AGREEMENT of the number or representatives from each Party. The JSC may from time to time change the size of the JSC, JDC, JCC or any of the various Working Groups, and the JDC may from time to time change the size of the JDC or any of the various Working Groups. Each Party may replace JSC, JDC, JCC and any of its JSC Working Group representatives at any time upon written notice to the other Party, which notice may be given by e-mail, sent to the other Party’s co-chairperson. The JSC JSC, JDC, JCC and the various Working Groups will be co-chaired by one designated representative of each Party. The co-chairperson chairpersons of the JSC each committee and Working Group will cast its Party’s vote not have any greater authority than any other representative on the JSC and such designee will have the authority to make decisions on behalf of such Partycommittee or Working Group. Each The co-chairperson of Licensee will alternate being be responsible for each meeting for (a) calling and conducting meetings, ; (b) preparing and circulating an agenda in advance of each meeting; provided, however, provided that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, ; (c) ensuring that all decision-making is carried out in accordance with the voting and dispute resolution mechanisms set forth in this Agreement; and (d) preparing and issuing minutes of each meeting that reflect within thirty (30) days thereafter. Each Party may designate the material decisions made and action items identified at such meetings promptly thereaftersame individual as a representative on more than one committee or Working Group, and (d) sending draft meeting minutes to each member such individual may be an employee or consultant of the JSC for review and approval within [***] days after each JSC meetingsuch Party or any of its Affiliates. Meeting minutes issued in accordance with clause (d) of this Section 8.3 Each Party will be deemed approved unless one or more members of responsible for all costs and expenses incurred by it in participating in the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare JSC, JDC and circulate agendas JCC and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11any Working Groups.

Appears in 1 contract

Samples: License Agreement (Celgene Corp /De/)

Membership. The JSC will be composed Chroma and CTI shall each designate an equal number of a total of [***] representatives of each Party, which will be appointed by to serve on each of Nanobiotix the ESC and LianJDC (each, respectivelya “Committee”) by written notices to the other Party. Initially, including each Party shall designate three (3) such representatives. Each Committee may elect to vary the number of representatives from time to time during the Term. Either Party may designate substitutes for its Committee representatives if one (1) or more of such Party’s designated representatives is unable to be present at a meeting. From time to time each Party may replace its Committee representatives by written notice to the other Party specifying the prior representative(s) and their replacement(s). Any such substitutes or replacements shall be designated consistent with the following principles: at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and shall have knowledge and appropriate expertise in the Development and Commercialization clinical development of products similar to pharmaceutical products; provided, that each Committee may vary the Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that expertise required for the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by Party as it deems appropriate as the Parties in writinggain experience with the Product. Each Party may replace any of its JSC representatives at any time upon written notice Committee will have a chairperson, to the other Party, which notice may be given by e-mail, sent to the other Party’s co-chairpersondesignated as described below. The JSC will chairperson shall be co-chaired by one designated representative of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being responsible for each meeting for (ai) calling and conducting meetings, and (bii) preparing and circulating an agenda in advance for the upcoming meeting, but shall have no special authority over the other members of each meeting; providedthe Committee, however, and shall have no additional ** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. **** Indicates that the applicable co-chairperson will include any agenda items proposed by either Party on amount of information omitted was a page or more in length, and such agenda, (c) information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. voting rights. The alliance managers described in Section 3.4 shall be responsible for preparing and issuing minutes of each ESC and JDC meeting within thirty (30) days thereafter. Such minutes shall not be finalized until each Committee representative reviews and approves such minutes in writing; provided that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting any minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 will shall be deemed approved unless one or more members a member of the JSC ESC or the JDC (as applicable) objects to the accuracy of such minutes within [***] Business Days fifteen (15) days after the circulation of receiptthe minutes by the chairperson. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative other subcommittees will be subject to confidentiality obligations no less stringent than those in Article 11responsible for generating minutes from their respective meetings.

Appears in 1 contract

Samples: Development and License Agreement (Cell Therapeutics Inc)

Membership. The JSC will be composed For each Committee, Gilead and GSK have designated two (2) representatives with appropriate expertise to serve as members of a total of [***] representatives of each Party, which will be appointed by each of Nanobiotix and Lian, respectively, including at least such Committee as set forth in Exhibit G. GSK shall select one (1) senior leadership member such person to serve as chairperson of the Joint Committee and the Marketing Committee, and Gilead shall appoint the first chairperson of the Clinical Development Committee, during the first year following the Effective Date. Thereafter, the Parties shall rotate designation of the chairperson of each such Committee such that in the second year after the Effective Date Gilead shall select the chairperson of the Joint Committee and Marketing Committee, and GSK shall select the chairperson of the Clinical Development Committee. Either Party may designate substitutes for each Party. Each individual appointed by a Party as a representative its Committee representatives to the JSC will be an employee participate if one or more of such Party's designated representatives is unable to be present at a meeting. A Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of products similar to the Licensed Products under this Agreement. The JSC may change replace its size representatives serving on any Committee from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writing. Each Party may replace any of its JSC representatives at any time upon written notice to the other Party, which notice may Party specifying the prior representative(s) to be given by e-mail, sent to replaced and the other Party’s co-chairpersonreplacement(s) therefor. The JSC will be co-chaired by one designated representative chairpersons of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being Committee shall be responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; providedmeeting of such Committee, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) and preparing and issuing minutes of each such meeting [ * ]; provided that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft each Committee chairperson shall call a meeting minutes to each member of the JSC for review and approval within [***] days after each JSC applicable Committee promptly upon the written request of the non-chairing Party to convene such a meeting. Meeting Such minutes issued in accordance with clause (d) of this Section 8.3 will not be deemed approved unless one or more members of finalized until the JSC objects to other Party reviews and confirms the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 11writing.

Appears in 1 contract

Samples: Licensing Agreement (Gilead Sciences Inc)

Membership. The JSC will be composed of a total of [***] representatives of each Party, which will be appointed by each of Nanobiotix Licensor and Lian, respectively, including at least one (1) senior leadership member for each Party. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party with sufficient seniority and decision-making authority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities, and have knowledge and expertise in the Development and Commercialization of compounds and products similar to the Compound and Licensed Products under this Agreement. The JSC may change its size from time to time by consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writing. Each Party may replace any of its JSC representatives at any time upon written notice to the other Party, which notice may be given by e-mail, sent to the other Party’s co-chairperson. The JSC will be co-chaired by one designated representative of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being responsible for each meeting for (a) calling and conducting meetings, (b) preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda, (c) preparing minutes of each meeting that reflect the material decisions made and action items identified at such meetings promptly thereafter, and (d) sending draft meeting minutes to each member of the JSC for review and approval within [***] days after each JSC meeting. Meeting minutes issued in accordance with clause (d) of this Section 8.3 5.3 (Membership) will be deemed approved unless one or more [***] members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation and approval of minutes. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 118 (Confidentiality and Publicity).

Appears in 1 contract

Samples: License and Collaboration Agreement (LianBio)

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