Common use of Meetings and Minutes Clause in Contracts

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

Appears in 4 contracts

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

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

Appears in 2 contracts

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

Meetings and Minutes. The JGC JSC shall meet [***] semi-annually (or such more frequent time as is required to resolve disputes referred by the JOC in accordance with Section 2.2.3) and the JOC shall meet quarterly, or in each case as otherwise agreed to by the Parties, with the location of in-person such meetings alternating between a location locations designated by Morphic AstraZeneca and a location locations designated by AbbVie, with AbbVie designating the place of the first meetingImpax. The chairperson of the JGC applicable Joint Committee shall be responsible for calling meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter fifteen (15) Business Days’ notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] five (5) Business Days in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCJoint Committee, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which meeting, such consent shall not to be unreasonably conditionedwithheld, withheld conditioned or delayed). The chairperson of the JGC Joint Committee shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] fifteen (15) days after the meeting. The CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Parties Each Joint Committee member shall agree have the opportunity to provide comments on the minutes of each meeting promptlydraft minutes, but in no event later than the next meeting which comments shall be provided to all Joint Committee members as soon as practicable after circulation of the JGC, and such approved draft minutes. The minutes shall be signed deemed approved upon the approval of such minutes by at least one representative appointed by each Alliance ManagerParty and the Parties shall use good faith efforts to approve minutes within thirty (30) days following the applicable meeting; provided that minutes for such meeting may reflect a lack of consensus on an issue-by-issue basis, the person(s) responsible for resolving such matter and by what date such matter shall be resolved. Upon approval, final minutes shall be circulated to the members of the Joint Committee by the chairperson.

Appears in 2 contracts

Samples: Development and Supply Agreement (Impax Laboratories Inc), Development and Supply Agreement (Impax Laboratories Inc)

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Meetings and Minutes. The JGC Until Forest obtains Regulatory Approval of a Licensed Product in the United States and at least one Major European Market, the JDC shall meet [***] or quarterly, and thereafter the JDC shall meet annually, or, in either case, as otherwise agreed to by the Parties, with the . The location of any in-person JDC meetings alternating shall alternate between a location locations designated by Morphic Xxxxxxx and a location locations designated by AbbVie, Forest (with AbbVie designating the place of the first meetingmeeting to be determined by Forest). The chairperson of the JGC JDC shall be responsible for calling JDC meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter 10 Business Days’ notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] five Business Days in advance of the applicable JDC meeting; provided, however, that under exigent circumstances requiring input by the JGCJDC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting applicable JDC meeting, or may propose that there not be a specific agenda for a particular JDC meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such JDC meeting (which consent shall not be unreasonably conditioned, withheld or delayed). The chairperson of the JGC JDC shall prepare and circulate for review and approval of the Parties minutes of each JDC meeting within [***] 30 days after the meeting. such JDC meeting The CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Parties shall agree on the minutes of each JDC meeting promptly, but in no event later than the next meeting JDC meeting. [*] = 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 406 of the JGCSecurities Act of 1933, and such approved minutes shall be signed by each Alliance Manageras amended.

Appears in 2 contracts

Samples: License Agreement (Trevena Inc), License Agreement (Trevena Inc)

Meetings and Minutes. The JGC JSC shall meet at least [***] ], or as otherwise agreed to by the PartiesJSC. Upon formation, with the location JPT shall meet at least [***] per Calendar Quarter, or as otherwise agreed to by the JPT. Meetings of the JSC and each JPT may be conducted by telephone, video-conference, or in-person as determined by the JSC or JPT, as applicable. In-person meetings alternating between a location designated by Morphic and a location designated by AbbVieof each Joint Committee, with AbbVie designating the place of the first meeting. The chairperson of the JGC unless otherwise agreed, shall be responsible for calling held at Denali’s offices prior to Takeda’s exercise of its Option with respect to each Collaboration Program and shall alternate between Denali’s offices and Takeda’s offices after Takeda exercises its Option with respect to the relevant Collaboration Program. Regularly scheduled meetings of the JGC each Joint Committee may be called by either Party on no less than [***] notice unless exigent circumstances require Business Days’ notice, or such shorter noticetime period as agreed by the members. Each Party shall make all proposals for agenda items at least [***] in advance for regularly scheduled meetings of the applicable meeting a Joint Committee, and shall provide all appropriate information with respect to such proposed items items, to the applicable meeting managers at least [***] Business Days in advance of the applicable meeting; provided, that under exigent circumstances requiring input or such shorter time period as agreed by the JGC, a Parties. Each Party may provide its agenda items to the other Party within also call a shorter period of time in advance of the special meeting or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for Joint Committee to resolve particular matters requested by such meeting (which consent shall not be unreasonably conditionedParty, withheld or delayed). The chairperson of the JGC shall prepare and circulate for review and approval of the Parties minutes of each meeting within on no less than [***] after days’ notice (or such shorter time period as may be appropriate under the meeting. The CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Parties shall agree on the minutes of each meeting promptlycircumstances, but in no event later less than [***] Business Days’ notice). In the next case of a special meeting of a Joint Committee called by a Party, the JGC, proposed agenda items and appropriate information with respect to such approved minutes proposed items shall be signed by each Alliance Managerprovided to the applicable meeting managers together with the notice calling for such special meeting to the other Party. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Appears in 2 contracts

Samples: Option and Collaboration Agreement (Denali Therapeutics Inc.), Option and Collaboration Agreement (Denali Therapeutics Inc.)

Meetings and Minutes. The JGC JRC shall meet hold meetings at such time as agreed between the Co-Chairs, but in no event less frequently than [***], approximately [***] every [***] during the Research Term. Subject to Clause 3.11, the JRC shall meet either in person or as otherwise agreed to by the Parties, tele-/videoconference with the location venue of in-the in person meetings alternating between a location locations designated by Morphic BicycleTx and a location locations designated by AbbVieBayer. At least [***] the JRC Members shall meet in person, with AbbVie designating unless otherwise agreed by the place Co-Chairs. The Alliance Manager shall be permitted to attend any such JRC meetings. The Co-Chairs of the first meeting. The chairperson of the JGC JRC shall be responsible for calling meetings of the JGC on no less than [***] notice notice, unless exigent circumstances require the JRC Members agree to convene on shorter notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCJRC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting or may propose that there not be a specific agenda for a particular meeting, so long as and provided that the other Party consents will endeavour to such later addition of prepare for such agenda items or the absence of a specific agenda for such meeting (which consent shall item on short notice but will not be unreasonably conditioned, withheld expected to provide its conclusive input or delayed)final opinion thereon. The chairperson Co-Chairs of the JGC JRC (or their designee) shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] after the meetingmeeting for the Parties' review and approval. The CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting within [***] following circulation of the JGC, and such approved minutes shall be signed by each Alliance Managerdraft minutes.

Appears in 1 contract

Samples: Collaboration and Licence Agreement (BICYCLE THERAPEUTICS PLC)

Meetings and Minutes. The JGC Each Committee shall meet [***] *], or as otherwise agreed to by the Parties; provided that in the event there are no relevant issues for discussion by the applicable Committee in a given [****], the Parties may mutually agree to cancel the meeting scheduled for such [****]. The location of each Committee meeting shall alternate between locations designated by Licensor and locations designated by AbbVie (which, for clarity, may include videoconference), with the location of in-person meetings alternating between a location designated by Morphic and a location the first meeting of each Committee being designated by AbbVie, with AbbVie designating the place of the first meeting. The chairperson co-chairpersons of the JGC each Committee shall be responsible for calling meetings of the JGC on no less than [****] notice unless exigent circumstances require shorter noticeor such [****] duration as agreed between the Parties. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information Information with respect to such proposed items at least [****] in advance of the applicable meetingmeeting or such shorter duration as agreed between the Parties (which agreement shall not be unreasonably withheld, conditioned or delayed); provided, provided that under exigent circumstances requiring input by the JGCa Committee, a Party may provide its agenda items to the other Party within a shorter [****] period of time in advance of the meeting meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed). The chairperson of co-chairpersons shall coordinate with the JGC shall Alliance Managers to prepare and circulate for review and approval of the Parties minutes an agenda in advance of each meeting and prepare and issue final minutes within [****] after thereafter. Such minutes will not be finalized until the meetingco-chairperson from each Party reviews and confirms in writing (e-mail to suffice) the accuracy of such minutes. The CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Parties shall agree on the minutes of each meeting promptlyshall, but in no event later than among other things, record all matters acted upon and approved or disapproved by the next meeting of the JGCCommittee, and such approved minutes shall be signed by each Alliance Managerany matters the Committee failed to resolve.

Appears in 1 contract

Samples: Exclusive Option Agreement (Aldeyra Therapeutics, Inc.)

Meetings and Minutes. The JGC Each Committee shall hold meetings in accordance with a schedule established by mutual written agreement of the Parties, and each Committee shall meet at least once each Calendar Quarter, unless otherwise agreed by the applicable Committee. Each Committee may meet in person or by means of teleconference, Internet conference, videoconference or other similar communications equipment, as agreed to by the Parties; provided, however, that, unless otherwise agreed by the Parties, each Committee shall hold at least two (2) in-person meetings per year, with the location for such in-person meetings alternating (on a Committee-by-Committee basis) between Fate’s and Xxxxxxx’x facilities in the United States, or such other location as may be mutually agreed upon by the members of the relevant Committee. For each Committee, each Party shall designate one of its representatives on such Committee to co-chair the meetings for such Committee (each, a “Co-Chair”). Each Party’s Co-Chair may also call for special meetings to resolve particular matters requested by such Party upon [***] or as otherwise agreed Business Days’ prior written notice to the other Party’s applicable Committee members. Each Party shall bear its own expenses related to participation in and attendance at such meetings by the Partiesits Committee representatives. The Co-Chairs shall, with and through the location assistance of inthe Alliance Managers, coordinate and prepare the agenda for, and ensure the orderly conduct of, the meetings of each Committee. The Co-person meetings alternating between a location designated by Morphic and a location designated by AbbVieChairs shall, with AbbVie designating and through the place assistance of the first Alliance Managers, solicit agenda items from Committee members and provide an agenda, along with appropriate information for such agenda, reasonably in advance of any meeting. The chairperson Such agenda shall include all items requested by either Co-Chair for inclusion therein. In the event a Co-Chair or another Committee member from either Party is unable to attend or participate in a meeting of a Committee, the Party whose Co-Chair or member is unable to attend may designate a substitute co-chair or other representative for such meeting. Each Party, through its Co-Chair and Alliance Manager, shall alternate responsibility for preparing written minutes of the JGC shall be responsible for calling meetings of each Committee and shall provide such minutes to the JGC on Committee members for review no less later than [***] notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] in advance of Business Days after the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] in advance of the applicable meeting; provided, that under exigent circumstances requiring input by the JGC, a Party may provide its agenda items to the other Party within a shorter period of time in advance date of the meeting or may propose that there to which the minutes pertain, which minutes shall become official if the Parties do not be a specific agenda for a particular meeting, so long as the other Party consents provide any comments to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditioned, withheld or delayed). The chairperson of the JGC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] Business Days of its receipt (or such additional period of time as mutually agreed by the Parties) after the meetingParty entrusted with such responsibility at such meeting provides such minutes to the Parties for review. The CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY In the event that a Party provides comments to the minutes within such [***]] Business Day period (or such additional period of time as mutually agreed by the Parties), HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Parties shall agree on the minutes Committee members of each meeting promptly, but Party will discuss such comments in no event later than the next meeting good faith to resolve any discrepancies within [***] Business Days after receipt of the JGC, and such approved minutes shall be signed by each Alliance Managercomments.

Appears in 1 contract

Samples: Collaboration and Option Agreement (Fate Therapeutics Inc)

Meetings and Minutes. The JGC initial meeting of the JDC shall be held within thirty (30) days of the Execution Date. The JDC and any subcommittees of the JDC shall meet [***] or quarterly through the date of the Initial Approval and thereafter as otherwise agreed to determined by the PartiesParties (but not more than quarterly), provided that following the Initial Approval, the JDC may determine to disband. The initial meeting of the JCC shall be held within sixty (60) days after the Execution Date. Following its initial meeting, with respect to each Licensed Product, the location of in-person meetings alternating between a location designated by Morphic JCC and a location designated by AbbVie, with AbbVie designating the place any subcommittees thereof shall meet quarterly through end of the first meetingCalendar Year in which the First Commercial Sale of such Licensed Product occurs. Thereafter the JCC and any subcommittee thereof shall meet twice per Calendar Year. The location of the meetings of each Committee shall alternate between locations designated by Licensor and locations designated by Licensee. The chairperson of the JGC each Committee or his or her designee shall be responsible for calling meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter thirty (30) days' notice. Each Party shall make all proposals for disclose to the other proposed agenda items along with appropriate information at least [***] ten (10) Business Days in advance of the applicable each meeting and shall provide all appropriate information with respect to such proposed items at least [***] in advance of the applicable meetingCommittee; provided, provided that under exigent circumstances requiring input by the JGCCommittee input, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the such other Party consents in writing to such later addition of such agenda items or the absence of a specific agenda for such meeting (which Committee meeting, such consent shall not to be unreasonably conditioned, withheld or delayed). The chairperson of the JGC or his or her designee shall prepare and circulate circulate, for review and approval of the Parties Parties, minutes of each such meeting within [***] ten (10) days after the such meeting. The CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance Managerapplicable Committee.

Appears in 1 contract

Samples: And License Agreement (Aeterna Zentaris Inc.)

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

Appears in 1 contract

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

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Meetings and Minutes. The JGC JSC and any Joint Subcommittee (each, a “Committee”) shall meet (a) with respect to the JSC, not less than once every [***] or as ([***]) months and (b) with respect to any Joint Subcommittee, at least once each Calendar Quarter, in each case of ((a) and (b)), unless otherwise agreed to by the Parties, with the . The location of in-person such meetings alternating shall alternate between a location locations designated by Morphic the Licensee and a location locations designated by AbbVie, with AbbVie designating the place Eisai. The chairman of the first meetingJSC for the Contract Year of the Original Effective Date and the chairman of each Joint Subcommittee for the Contract Year in which such Joint Subcommittee was created shall be appointed by Eisai, and thereafter the power to appoint the chairman shall alternate each Contract Year between the Licensee and Eisai. The chairperson of the JGC each Committee shall be responsible for calling meetings of the JGC on no less than [***] ([***]) Business Days’ notice unless exigent circumstances require shorter notice. The chairman of a Committee shall call a meeting of such Committee promptly upon the reasonable request of the other Party. Each Party shall make all proposals for agenda items at least [***] ([***]) Business Days in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] ([***]) Business Days in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGC, a Committee a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting (or at the meeting) or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed). The chairperson of each Committee shall arrange for the JGC shall prepare preparation and circulate circulation for review and approval of the Parties minutes of each meeting within [***] after the meeting. The CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY ([***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED) days of the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no any event later than prior to the next meeting of the JGC, and such approved minutes shall be signed by each Alliance ManagerCommittee.

Appears in 1 contract

Samples: Development and Commercialization Agreement (TenX Keane Acquisition)

Meetings and Minutes. The JGC JSC shall meet [***] quarterly during the Initial Term or as otherwise agreed to by the Parties, with the location of in-person such meetings alternating between a location locations designated by Morphic NeuroMetrix and a location locations designated by AbbVie, with AbbVie designating the place of the first meetingGSK. The chairperson of the JGC JSC shall be responsible for calling meetings of the JGC on no less than [***] twenty (20) Business Days’ notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] fifteen (15) Business Days in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] five (5) Business Days in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCJSC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. absence of a specific agenda for such meeting (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed). The chairperson of the JGC JSC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] thirty (30) days after the meeting. The CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance ManagerJSC.

Appears in 1 contract

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

Meetings and Minutes. The JGC JSC shall meet [***] quarterly or at such higher frequency as otherwise agreed to by the Parties, with the location of in-person meetings such meetings, if not virtual, alternating between a location locations designated by Morphic FWB and a location locations designated by AbbVie, with AbbVie designating the place AzurRx. Representatives of the first meetingParties on the 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. The chairperson of the JGC JSC shall be responsible for calling meetings of the JGC on no less than [***] ten (10) Business Days’ notice (unless exigent circumstances require the Parties consent in writing to a shorter noticenotice period); provided that either Party can call a meeting of the JSC in the event the chairperson of the JSC fails to call a meeting following request from a Party. At AzurRx's request in writing at least twenty (20) Business Days prior to a scheduled JSC meeting, but not more than two times per year, FWB shall present to the JSC its high-level plans for the Development and Commercialization of the Product outside the Field in the Territory. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] five (5) Business Days in advance of the applicable meeting; provided, provided that under exigent circumstances requiring input by the JGCJSC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which meeting, such consent shall not to be unreasonably conditionedwithheld, withheld conditioned or delayed). The chairperson of the JGC JSC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] thirty (30) days after the meeting. The CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance ManagerJSC.

Appears in 1 contract

Samples: License Agreement (AzurRx BioPharma, Inc.)

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

Appears in 1 contract

Samples: Collaboration Agreement (Galapagos Nv)

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

Appears in 1 contract

Samples: License Agreement (Nabriva Therapeutics PLC)

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

Appears in 1 contract

Samples: License and Collaboration Agreement (I-Mab)

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

Appears in 1 contract

Samples: Collaboration and License Agreement (REGENXBIO Inc.)

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