Procedural Rules. The JRC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JRC shall exist whenever there is present at a meeting [***] appointed by each Party. Representatives of the Parties on the JRC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by [***] appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC may attend meetings of the JRC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JRC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in ARTICLE 10.
Appears in 2 contracts
Samples: Discovery Collaboration and License Agreement (Harpoon Therapeutics, Inc.), Discovery Collaboration and License Agreement (Harpoon Therapeutics, Inc.)
Procedural Rules. The JRC JGC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JRC JGC shall exist whenever there is present at a meeting [***] at least one (1) representative appointed by each Party. Representatives of the Parties on the JRC JGC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC JGC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by [***] at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC JGC may attend meetings of the JRCJGC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JRCJGC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in ARTICLE 10Article 8.
Appears in 2 contracts
Samples: Development and License Agreement, Development and License Agreement (Principia Biopharma Inc.)
Procedural Rules. The JRC JDC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JRC JDC shall exist whenever there is present at a meeting [***] at least one (1) representative appointed by each Party. Representatives of the Parties on the JRC JDC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC JDC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, attendance or by a written resolution signed by [***] at least one (1) representative appointed by each Party. Employees Alliance Managers or other employees or consultants of either a Party that who are not representatives of the Parties on the JRC JDC may attend meetings of the JRCJDC; provided, however, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JRC, JDC and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to at least as protective of the other Party as those set forth in ARTICLE 10Clause 7 (CONFIDENTIALITY AND NON-DISCLOSURE).
Appears in 1 contract
Samples: License Agreement (Arqule Inc)
Procedural Rules. The JRC JDC shall have the right to adopt such standing rules as shall be are necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JRC JDC shall exist whenever there is present at a meeting [***] at least one (1) representative appointed by each Party. Representatives of the Parties on the JRC JDC members may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC JDC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by [***] at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC JDC may attend meetings of the JRCJDC; provided, however, that such attendees (i) shall not vote or otherwise participate in matters reviewed by the decision-making process of the JRCJDC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in ARTICLE Article 10.
Appears in 1 contract
Samples: Development and Distribution Agreement (Surmodics Inc)
Procedural Rules. The JRC JSC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JRC JSC shall exist whenever there is present at a meeting [***] at least one representative appointed by each Party. Representatives of the Parties on the JRC JSC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC JSC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by [***] at least one representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC JSC may attend meetings of the JRCJSC; provided, provided that such attendees (ia) shall not vote or otherwise participate in the decision-making process of the JRCJSC, and (iib) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in ARTICLE 109 (Confidentiality and Non-Disclosure).
Appears in 1 contract
Samples: Research, License, and Collaboration Agreement (Dyadic International Inc)
Procedural Rules. The JRC JGC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JRC JGC shall exist whenever there is present at a meeting [***] at least one (1) representative appointed by each Party. Representatives of the Parties on the JRC JGC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC JGC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by [***] at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC JGC may attend meetings of the JRCJGC; provided, provided that such attendees (ia) shall not vote or otherwise participate in the decision-making process of the JRCJGC, and (iib) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in ARTICLE 109 (Confidentiality and Non-Disclosure).
Appears in 1 contract
Samples: Option and License Agreement (Alpine Immune Sciences, Inc.)