Common use of Cooperation Committee Clause in Contracts

Cooperation Committee. (a) Elan, Acorda and Biogen shall establish a committee (the “Cooperation Committee”) to provide for sharing of information, and where required, the oversight, review and coordination of activities provided under the Elan Agreements by the parties with respect to (i) the progress of development of Product in the Sublicensed Territory, (ii) the manufacture and supply of Product for the Sublicensed Territory, and (iii) the commercialization of Product in the Sublicensed Territory. Where necessary and appropriate and mutually agreed by all three parties, the Cooperation Committee may also organize and delegate working groups to resolve operational issues. Unless otherwise agreed by all three parties, (i) the Cooperation Committee shall be comprised of six members, two from each Party, and (ii) the members shall meet once a calendar quarter, in person, by phone or otherwise as may reasonably necessary for such purposes. (b) The Parties agree that, to the extent Acorda so authorizes and it is operationally feasible for the parties to do so, Biogen (on behalf of Acorda) and Elan shall coordinate directly with respect to forecast, ordering, batch review, acceptance and rejection of the Product in the Sublicensed Territories under the Elan Supply Agreement (“Supply Communications”). In such case, Acorda shall be kept fully informed by Biogen of all of the Supply Communications. The Parties may also discuss supply issues through the Cooperation Committee. If Elan so requests, Biogen shall enter into a quality agreement with Elan, to be negotiated in good faith by Biogen and Elan. (c) The foregoing obligations are in addition to and not in substitution for the obligations of Elan and Acorda under Article 10 of the Elan License Agreement.