Joint Development Team Clause Samples

Joint Development Team. Upon initiation of the Feasibility Program, the parties shall establish a joint development team (the “Joint Development Team”) which shall consist of two (2) representatives appointed by each party. The chairperson of the Joint Development Team shall be a representative of Voyager (the “Chair”). Each party may, from time to time, change one or more of its representatives by written notice to the other party. The Joint Development Team shall be responsible for and establish procedures for the management of the Feasibility and Development Programs in accordance with the Feasibility and Development Plans and shall serve as points of contact between the parties to coordinate activities and ensure that the parties perform their respective obligations (if any) diligently in accordance with the Feasibility Plan and the Development Plan. The Joint Development Team shall meet at least once per month (either by telephone or in person, as agreed to by SBS and Voyager) to review the planning and the progress of the Feasibility and Development Programs and to consider recommendations regarding, and to make changes to, the Feasibility and Development Plans and performance of the Feasibility and Development Programs. In performing its functions, the Joint Development Team shall attempt to reach all decisions by consensus. However, if the members cannot reach consensus with respect to any decision within a reasonable time period (which shall not be more than thirty (30) days) after careful consideration, the matter shall be referred to the chief executive officers of Voyager and SBS for review and discussion. In the event the CEOs of Voyager and SBS cannot reach agreement within a reasonable time period (which shall not be more than thirty (30) days), then the Chair shall make the final decision, which shall be final and binding on the parties. Notwithstanding the foregoing, nothing herein, and no decision made under this Section, shall be deemed to modify or supersede the express terms or conditions of this Agreement, or any decision or decision-making authority otherwise expressly provided for in this Agreement.

Joint Development Team. (a) Until the Opt-Out-Date for a Project, each Project shall be managed and directed by a committee initially composed of six (6) members (which may be adjusted by the JDT, as long as there is an even number of members), with MedImmune appointing one-half of the members and Infinity one-half of the members (the “JDT”). MedImmune and Infinity may also appoint such non-voting ex-officio members of the JDT as each Party may deem appropriate, provided that any such ex-officio member that is not an employee signs an appropriate confidentiality agreement. (b) The JDT shall meet at least once each calendar quarter in person or by telephone or by video conference. A quorum for the conduct of business at any meeting of the JDT shall consist of at least one representative of MedImmune and at least one Infinity representative. Each of Infinity and MedImmune, shall have one vote, and subject to Section 3.1(d) all decisions shall be reached by a unanimous vote. The Parties shall cause the JDT to review and vote on each submitted research and development plan. The JDT has the authority to approve Research and Development Plans. (c) The JDT shall review each approved Research and Development Plan at least once each year or at the request of any member, and shall decide whether or not to amend the Research and Development Plan, as the case may be. (d) If there is a tie vote in the JDT, or if the JDT is unable to resolve a dispute referred to the JDT, Infinity and MedImmune agree to exert all reasonable efforts to arrive at a mutually acceptable resolution, including a meeting between their CEO’s or a person designated by a CEO. In the event that there is a tie vote or dispute as to a Project that is not resolved by the respective CEOs or their designees within thirty (30) days after submission to the CEOs, then such shall be resolved by binding arbitration in accordance with Exhibit A. (e) The JDT shall be responsible for providing advice with respect to and generally supervising research and development pursuant to all Research and Development Plans and for deciding disputes between the Parties with respect to work to be performed under any Research and Development Plan. It is specifically understood, however, that the day-to-day management of the activities allocated to either Party under any Research and Development Plan shall be managed by such Party rather than the JDT. (f) The JDT shall keep accurate minutes of its deliberations which shall record all proposed decis...

Joint Development Team. ASLAN and CSL shall establish a joint development committee (“Joint Development Team” or “JDT”) to oversee the execution of the Development and Development Program during the Term. From time to time, the JDT may establish subcommittees or project teams to oversee particular projects or activities, and such subcommittees or project teams will be constituted as the JDT agrees (e.g., for oversight of certain day-to-day matters).

Joint Development Team. The parties will form a Joint Development Team (the “JDT”). The JDT will meet on a schedule to be determined by the parties but not less than twice yearly and will be responsible for facilitating the exchange of preclinical data, clinical data, information, materials and results between Sublicensor and Sublicensee and for consulting on the regulatory development of Product in the Sublicense Territory, including regulatory filings relating to manufacture of Product for the Sublicense Territory and consultation as to changes in specifications or other changes for Product in the Sublicense Territory.

Joint Development Team. The parties will form a Joint Development Team (the “JDT”). The JDT will meet on a schedule to be determined by the parties but not less than twice yearly and will be responsible for facilitating the exchange of preclinical data, clinical data, information, materials and results between Sublicensor and Sublicensee and for consulting on the regulatory development of Product in the Sublicense Territory, including regulatory filings relating to manufacture of Product for the Sublicense Territory and consultation as to changes in specifications or other changes for Product in the Sublicense Territory. As of the Effective Date, the parties agree that participation on, and any duties associated with, the JDT shall be voluntary, and no penalty under this Agreement shall apply for non-participation.

Joint Development Team. (a) The JDC shall establish a working group (the “Joint Development Team” or the “JDT”) whose first priority after the Effective Date shall be [ * ]. Subject to approval and oversight of the JDC, the JDT shall have the day-to-day responsibility to implement the Development Program in accordance with the Development Plan and to propose amendments to the Development Plan for consideration by the JDC. The JDT shall also be responsible for forecasting requirements for clinical supplies of Licensed Vaccine and Product. The composition of the JDT shall include [ * ], and the composition may change from time to time as determined by the JDC as appropriate to the stage of development and the functional capabilities of the Parties. The JDT shall operate consistent

Joint Development Team. Promptly after the Effective Date, the JSC will establish a Joint Development Team ("JDT"), which shall include, at Vertex's option, [***]. During the course of the Development Program, GSK shall provide the JDT (or Vertex, if Vertex has no representative on the JDT or the JSC) at least every [***] with the planning information listed under "Development" and "CMC" on Schedule 3.3, in GKS's standard format, as and when that information is generated and becomes available within GSK, updated to reflect ongoing activities. GSK will also provide summaries of results of all non-clinical and clinical trials. One purpose of the information is to allow the JDT (or Vertex) to review the progress and anticipated direction of the Development Program, propose amendments, where appropriate, to the Development Plan and provide comments for consideration regarding the future direction of the Development Program. Consequently information will be supplied to the JDT (or Vertex) at a time sufficiently prior to finalization of each Development Plan to accommodate any suggestions and comments by Vertex which are deemed by GSK, in its sole discretion, to be worth incorporating in the planning process for each Product Candidate and Product. Following any Product Candidate entering into Phase III Clinical Trials, GSK shall provide the JDT at least every [***] with the planning information listed under "Commercialization" on Schedule 3.3, in GSK's standard format, as and when that information is generated and becomes available within GSK, updated to reflect ongoing activities, so that the JDT can review the preparation and implementation of the Global Marketing Plan and where appropriate propose for consideration amendments to it. For the avoidance of doubt, the JDT shall act in an advisory capacity only and shall have no authority to require any amendments to either the Development Plan or the Global Marketing Plan. During the Term, the Joint Development Team shall meet quarterly, or as otherwise agreed by the Parties, either in person or by teleconference or by videoconference, on such dates and at times as the Parties shall agree. Meetings of the JDT that are held in person shall alternate between the offices of the Parties, or such other places as the Parties may agree. Each party will be responsible for its representatives' expenses incurred in attending meetings of the JDT. If at any time, Vertex is not represented at any JDT meeting by at least [***]. GSK may thereafter sus...

Joint Development Team. Concurrently with the establishment of the Joint Steering Committee or as soon as possible after an additional LCA Product has been selected by the Joint Research Committee pursuant to Section 2.10, as applicable, on an LCA Product-by-LCA Product basis, the Parties shall – on a project level – establish a joint development team, to monitor, coordinate and implement all activities for the Development of an LCA Product according to the Development Plan (the Joint Development Team). The Joint Development Team shall consist of such number of representatives of each Party as are reasonably necessary to accomplish the goals of the Joint Development Team hereunder. Either Party may replace any or all of its representatives at any time upon notice to the other Party

Joint Development Team. Within [***] after the Effective Date, the Parties shall establish a joint development team (the “Joint Development Team” or “JDT”), which shall consist of [***] representatives from each of the Parties, each with the requisite experience and seniority to enable such representative to make decisions on behalf of the Parties with respect to the issues falling within the jurisdiction of the JDT. From time to time, each Party may substitute one (1) or more of its representatives to the JDT on written notice to the other Party. [***] The JDT shall have the overall responsibility for the oversight and coordination of Development activities (including any CMC Development activities) under this Agreement; provided that, for clarity, such responsibility shall not extend to oversight or coordination of Takeda’s Development activities from and after the disbandment of the JDT.