Development and Commercialization Committees Clause Samples
The "Development and Commercialization Committees" clause establishes formal committees responsible for overseeing and coordinating the development and commercialization activities related to a product or project under the agreement. These committees typically consist of representatives from each party and are tasked with making joint decisions on key matters such as project milestones, budgets, timelines, and marketing strategies. By providing a structured forum for collaboration and decision-making, this clause ensures that both parties remain aligned and can efficiently address issues, thereby reducing misunderstandings and facilitating the successful advancement and commercialization of the product.
Development and Commercialization Committees. 2.1. DEVELOPMENT COMMITTEE Within ten (10) days after the Effective Date, ELITE and IPC shall establish a Development Committee (the "D-Committee") comprised of not less than two, and not more than three, persons ("Representatives") selected by each Party. ELITE and IPC shall each designate an equal number of Representatives to the D-Committee, with each Party having the right to increase the number of Representatives at any time to the maximum of three upon written notice to the other Party; provided, however, in any event, IPC and ELITE shall retain an equal number of Representatives on the Committee and equal voting rights. The D-Committee shall carry out the duties set forth below in Section 2.4.
2.2. The first meeting of the D-Committee shall be held within fifteen (15) days from the Effective Date, at which time the procedures of the D-Committee may be established. Thereafter, the D-Committee shall meet on such schedule as deemed appropriate by the Representatives, but not less frequently than each calendar quarter, with any one Representative being empowered to call a meeting of the D-Committee upon at least five (5) days' notice (which notice shall include a detailed description of all matters to come before the D-Committee at such meeting for consideration or action).
2.3. At meetings, each Party shall have the right to provide information for consideration and the D-Committee shall consider all such input. All decisions by the D-Committee shall be made by unanimous vote of its Representatives. For greater certainty, a vote is unanimous if, and only if, all of the Parties' Representatives in actual attendance at any such meeting, irrespective of the Party they represent, vote for the same outcome of any decision to be taken. A quorum required for any action by the D-Committee shall consist of at least one ELITE Representative and one IPC Representative. Participation at a meeting may be in person, by telephone conference call or by video conference, so long as all participants can hear and be heard by one another at all times throughout the meeting. If the meeting is in person, it shall be held alternately at ELITE's and IPC's offices, unless otherwise agreed by the Representatives. All Representatives serving on the D-Committee not in attendance shall be notified in writing immediately of any action taken or approved by the D-Committee.
2.4. The duties of the D-Committee shall be to:
(1) keep the Parties apprised of any development issues with re...
Development and Commercialization Committees