Alliance Program Clause Samples

Alliance Program. Governance The Parties hereby establish an Alliance Steering Committee (the “ASC”) to oversee, manage, and review the performance of the Alliance Program and to develop future Alliance Workplans. Each of the Parties shall bear its own costs incurred in connection with the ASC. In the event that the performance by either Party of the activities to be carried out by such party under the Alliance Workplan is unexpectedly impacted or delayed for reasons other than reasons relating to scientific and/or technical issues and/or regulatory issues (“ Administrative Reasons”), such as the ability to procure appropriate resources, the Parties agree to raise such issue at an ASC meeting. The Party whose performance is impacted or delayed by these Administrative Reasons shall be fully responsible for any additional costs incurred under the Alliance Workplan as a result of such delay, unless the impact or delay is caused by the other party. (a) Composition of the ASC The ASC shall comprise * representatives of GEHC and * representatives of Geron. Each Party may change its representatives to the ASC from time to time, in its sole discretion, effective upon written notice to the other Party of such change. These representatives shall have appropriate technical credentials, experience and knowledge, and ongoing familiarity with the Alliance Program. Additional representatives or consultants may from time to time, by mutual consent of the Parties, be invited to attend ASC meetings. The ASC shall be chaired by a representative of GEHC and meeting minutes shall be recorded by or on behalf of the chairperson. The chairperson shall provide written minutes of each ASC meeting to Geron within 10 days of date of the meeting. ____________________ *: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 10 of 61 GEH-02948/Exclusive License and Alliance Agreement/GE Healthcare UK Limited (b) Meeting Frequency The ASC shall meet at least quarterly either in person or by telephone or video conference to review performance of the Alliance Program and adjust workplan objectives or timelines appropriately. Prior to the ASC meetings, the Parties shall exchange written summaries of the matters to be presented to the ASC. Any Information exchanged at ASC meetings shall be appropriately documented. (c) ASC Decisions The members of the ASC shall strive to reach unanimous decisi...