Provision Language
3. Development, Manufacture, and Commercialization; Regulatory Matters
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3.4 Joint Coordination Committee. Without limiting anything in this Section 3, the Parties will establish a joint coordination committee (“JCC“) with an equal number of representatives of both Parties.
(a) Functions. Through the JCC, the Gates MRI will keep Atreca reasonably informed of its progress in connection with the Development of the Licensed Product, including [***], and Atreca will keep the Gates MRI reasonably informed of any relevant developments pertaining to the Atreca Antibodies. The JCC will also facilitate data sharing as described in Section 4. For the avoidance of doubt, the JCC will not have the authority to amend or modify any term or condition of, or take any action inconsistent with, this Agreement, including any financial terms or obligations hereunder, which amendment or modification can only be made in accordance with Section 13.12.
(b) Meetings. The JCC will meet (in person or by telephone conference) as agreed by the Parties throughout the term of this Agreement. Each Party will appoint a key contact from its JCC representatives (“Contact Manager“) to serve as liaisons for the Parties. The JCC will keep minutes of all meetings and the Parties will alternate responsibility for the preparation of minutes of each JCC meeting. The Contact Manager for each Party will review and approve all JCC meeting minutes. Each Party will bear its own costs and expenses incurred in connection with its participation in JCC meetings.
(c) Written Reports. The Gates MRI will provide Atreca with a written report [***] within [***] days of the [***] of the Effective Date documenting the progress made with respect to the Development of the Licensed Product.
13. General
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13.9 Governing Law; Venue. This Agreement will be construed and enforced in accordance with the laws of the state of Delaware without regard to conflicts of laws provisions thereof. Any disputes arising hereunder will be resolved exclusively in Delaware state courts and United States federal courts located in Delaware.