Joint Executive Committee. As of the Effective Date, the Parties have established a joint executive committee (the “Joint Executive Committee” or the “JEC”), composed of an equal number of up to [ * ] senior officers/representatives of each Party, to oversee and guide the strategic direction of the collaboration of the Parties under this Agreement. The JEC shall act as a joint consultative body and to the extent expressly provided herein, a joint decision-making body. The JEC in particular shall:
Joint Executive Committee. As soon as practicable after the date hereof, the Buyer and the Seller Parent shall establish a joint executive committee (the “Joint Executive Committee”) which shall be compromised of three nominees of the Buyer and three nominees of the Seller Parent. Each of the members of the Joint Executive Committee may be removed, with or without cause, by the person appointing the same. Vacancies shall be filled by the person appointing the member whose departure gives rise to such vacancy. The Joint Executive Committee shall be jointly chaired by a nominee of the Buyer and a nominee of the Seller Parent and shall have the objective of facilitating and achieving (including, without limitation, obtaining the consents and approvals in respect of the Company, its Subsidiaries and the Joint Ventures contemplated by Section 5.3) the transactions contemplated in this Agreement, integration planning, strategic development, developing recommendations concerning the structure and the general operation of the Company prior to the Closing subject to applicable law. The Joint Executive Committee shall meet monthly in the United States or upon such other date or dates, and in such other places, as the Buyer and the Seller Parent may agree from time to time and may be convened by telephone, video conference or similar means. All decisions of the Joint Executive Committee shall require the vote, by person or proxy, of a majority of the members thereof, whether or not in attendance at the meeting in which such decision is made, or the written consent of a majority of the members of such committee. The provisions of this Section 4.8 are subject to the provisions of Section 4.9.
Joint Executive Committee. Within thirty (30) days after the Effective Date, the Parties shall establish a joint executive committee (the “Joint Executive Committee” or “JEC”). The JEC membership and procedures are further described in Section 2.2.5.
Joint Executive Committee. The Parties shall establish a joint executive committee (the “Joint Executive Committee” or the “JEC”), composed of up to three (3) senior executives from each Party. The JEC shall manage the overall collaboration of the Parties under this Agreement (including the intellectual property strategy, resources allocation and major changes to the collaboration requiring amendments to the Agreement) and resolve any disputed matter of the JSC. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Joint Executive Committee. 3.2.1.1 Promptly after the Effective Date, the Parties shall form a Joint Executive Committee ("JEC") comprised of three (3) individuals, two (2) of which shall be appointed by BMS and one of which shall be appointed by Xxxxx and all of whom shall be qualified to appropriately represent such Party. The JEC shall be chaired by one of the two (2) BMS representatives. Additional employees of either Party or its Affiliates may attend the JEC meeting as non-voting members on an ad hoc basis as deemed necessary or appropriate by such Party; consultants or contractors assisting a Party may attend only with the prior consent of the other Party's members of the JEC (such consent not to be unreasonably withheld). The chairperson of the JEC shall be responsible for preparation and distribution of the minutes of each JEC meeting. Such minutes shall memorialize decisions made by the JEC, but shall avoid details relating to discussions and general matters not involving decisions. Minutes of meetings shall be disseminated to committee members not later than ten (10) business days following any meeting of the JEC. All JEC meeting minutes shall, following review by the Parties and agreement of their contents, be countersigned on behalf of each Party as evidence of acceptance of the correctness of such minutes.
Joint Executive Committee. The Parties hereby establish a joint executive committee (the “Joint Executive Committee” or “JEC”), which shall have general oversight duties with respect to the Parties’ activities hereunder. The JEC shall consist of six members, namely, three members from each of SkyePharma and Endo. The initial members of the JEC are specified on Schedule 3. Each of SkyePharma and Endo may replace any or all of its representatives on the JEC at any time upon written notice to the other in accordance with Section 13.5 of this Agreement. Any member of the JEC may designate a substitute with due authority to temporarily attend and perform the functions of that member at any meeting of the JEC. SkyePharma and Endo each may, in its sole discretion but subject to the written objection of the other Party (with demonstrable reason for objection), invite to attend meetings or portions of such meetings of the JEC a reasonable number of non-member representatives of such Party (including, without limitation, its employees or non-employee professional advisors), who have a reasonable purpose for attending such meeting or portion of such meeting. The JEC shall be co-chaired by a representative of each of SkyePharma and Endo, as such representative may be changed by the designating Party at any time. The co-chairpersons shall appoint a secretary of the JEC, and such secretary shall serve for such term as designated by the co-chairpersons.
Joint Executive Committee. 3.1.1 The Parties have established a joint executive committee (the “Joint Executive Committee” or “JEC”), all in accordance with this Section 3.1 and the Original Agreement. The JEC membership and procedures are further described in Section 3.3.
Joint Executive Committee. AND ALLIANCE MANAGERS Initial Joint Executive Committee Members Designated by BMS: [**] Initial Alliance Manager Designated by BMS and ERS: [**] Initial Joint Executive Committee Members Designated by the Company: [**] Initial Alliance Manager Designated by the Company: ---------------------- Confidential treatment requested by Bristol-Myers Squibb Company, Bristol-Myers Squibb Biologics Cxxxxxx xxx XxClone Systems Incorpxxxxxx. Exhibit 4.3(A) CLINICAL BUDGET See the attached tables. 70
Joint Executive Committee. (a) In accordance with the Metabolic Agreement and this Agreement, as soon as practicable after the Effective Date, Xxxxxx and Millennium shall establish a Joint Executive Committee comprised of three (3) senior executives of Xxxxxx and three (3) senior executives of Millennium. Each Party may change any one or more of its representatives to the Joint Executive Committee at any time upon written notice to the other Party.
Joint Executive Committee. As soon as practicable after the date hereof, Parent and the Company shall establish a joint executive committee (the "Joint Executive Committee") which shall be comprised of three nominees of Parent (one of whom, in the first instance, shall be Xxx Xxxxxxxx) and three nominees of the Company (one of whom, in the first instance, shall be Xxxxx XxXxxxxx). The Joint Executive Committee shall be jointly chaired by Xxx Xxxxxxxx and Xxxxx XxXxxxxx and shall have the objective of facilitating and achieving the Merger contemplated in this Agreement, integration planning, strategic development, developing recommendations concerning the future structure and the general operation of the Company after the Effective Time subject to applicable law. The Joint Executive Committee shall meet monthly in the United States or upon such other date or dates, and in such other places, as Parent and the Company may agree from time to time and may be convened by telephone, video conference or similar means.
