Joint Steering Committee Sample Clauses
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Joint Steering Committee. Promptly after the Effective Date, the Parties will form a Joint Steering Committee (the “JSC”) composed of an equal number of employees of each of Curis and Genentech, but in no event to exceed four (4) members from each Party. The JSC shall determine the specific goals for the Collaboration, shall manage the ongoing research conducted under the Collaboration in accordance with the Research Plan, shall monitor the progress and results of such work, and shall oversee and coordinate the development and commercialization of Compounds (other than Collaboration Products); provided, however, that the JSC shall not have decision-making authority with respect to the development and commercialization of Collaboration Products, which shall be governed by the CSC. The presence of at least one (1) representative of each Party shall constitute a quorum for the conduct of any JSC meeting. All decisions of the JSC shall require unanimous approval, with the representatives of each Party collectively having one (1) vote, provided in the event of a deadlock, the issue shall be referred to the Chief Executive Officer of Curis and the Senior Vice President of Research of Genentech, or their respective designees, who shall promptly meet and attempt in good faith to resolve such issue within thirty (30) days. If such executives cannot resolve such matter, then Genentech shall have final decision-making authority with regard to decisions regarding the Collaboration (including, without limitation, the JSC’s designation of a Compound as either a Lead Product or Excluded Product); provided, however, that in no event shall Genentech have the right or power to take any of the following actions without the approval of Curis’ representatives on the JSC:
(a) approve the initial Research Plan (an outline of which has been agreed upon by the Parties as of the Effective Date);
(b) amend or modify this Agreement or the Research Plan;
(c) resolve any such matter in a manner that conflicts with the provisions of this Agreement (including, without limitation, the Research Plan);
(d) make any decision with respect to the development or commercialization of Curis Products; or
(e) make any decision with respect to the prosecution, maintenance, defense or enforcement of any Curis Patents. The JSC shall meet at such frequency as the JSC agrees, except that, until the filing of the first IND for a Lead Product utilizing Systemic Delivery in a Major Market, the JSC shall meet on at least a quarterly...
Joint Steering Committee. The Parties hereby establish a joint steering committee (the “JSC”) to facilitate the Collaboration as follows:
Joint Steering Committee. [***] following the Effective Date [***], a joint steering committee (the “JSC”) will be established by the Parties to provide oversight and to facilitate information sharing between the Parties with respect to the activities under this Agreement.
Joint Steering Committee. (a) Within thirty (30) days after the Effective Date, the Parties will establish a joint steering committee (the “Joint Steering Committee” or “JSC”) to plan, administer, evaluate and carry out all aspects of the Development, manufacture, regulatory and Commercialization activities by Daewoong hereunder with respect to the Products.
(b) The JSC will consist of representatives of Ampio and Daewoong. The representatives may be from various functional groups (e.g., clinical development, regulatory, medical affairs, pharmacovigilance, commercial and manufacturing). Daewoong will appoint a chair of the JSC.
(c) The Parties shall schedule the half-yearly JSC meetings and agree to such schedule at least quarterly in advance. Either Party may call additional ad hoc meetings of the JSC as the needs arise with reasonable advance notice to the other Party, and such ad hoc meetings shall be conducted at times that are mutually agreed upon by the Parties. All meetings and other communications of the JSC shall be conducted in English. No later than five (5) business days prior to any regularly scheduled meeting of the JSC, the chairperson of the JSC shall prepare and circulate an agenda for such meeting and, as soon as practicable, all materials, documents and information for the meeting for distribution to both Parties; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JSC may meet in person, by videoconference or by teleconference. The chairperson of the JSC will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect, without limitation, material decisions made at such meetings. The JSC chairperson shall send draft meeting minutes to the Daewoong members and the Ampio members of the JSC for review and approval within ten (10) business days after each JSC meeting. Such minutes will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within ten (10) business days of receipt. Further, upon Daewoong’s request, Ampio will use commercially reasonable efforts to coordinate any meeting among Ampio, Daewoong and any other Ampio Licensees for the exchange of information helpful for the Development of the Products. In addition to the regularly scheduled meetings, Daewoong shall call additional ad hoc meetings of the JSC prior to making any major decisions in the Development of the Products in...
Joint Steering Committee. The Parties will establish a joint steering committee (the “JSC”) to provide advice and make recommendations on how to conduct the overall collaboration. The JSC shall meet once every [**] months within each Calendar Year and may be conducted by telephone, videoconference or in person, provided that there is at least [**] per Calendar Year. Any in-person JSC meetings shall be held on an alternating basis between AVEO’s and EUSA’s facilities, unless otherwise agreed by the Parties. Each Party shall be responsible for its own expenses in attending such meetings. Each Party shall keep the other reasonably informed, through the JSC, of the details and progress of the activities in its respective territory. The JSC will consist of [**] representatives appointed by AVEO and [**] representatives appointed by Partner. The initial members of the JSC will be nominated by the Parties promptly following the Effective Date. Such representatives shall be individuals suitable in seniority and experience and having delegated authority to make decisions of the JSC with respect to matters within the scope of the JSC’s responsibilities; provided that it is understood that such individuals may need to seek appropriate authority from the relevant Party with respect to certain matters. Either Party may replace its respective JSC representatives at any time with prior written notice to the other Party; provided that such replacement is of comparable authority and scope of functional responsibility within that Party’s organization as the person he or she is replacing. Each Party will designate one of its [**] representatives who possesses a thorough understanding of the scientific and business issues relevant to this Agreement to act as the co-chair of the JSC. The co-chairs will be responsible for ensuring that activities occur as set forth in this Agreement, including ensuring that the JSC meetings occur, material recommendations and decisions of the JSC are properly reflected in minutes of the JSC, and any dispute is given prompt attention and resolved in accordance with Article 10 of this Agreement. During each meeting of the JSC, the JSC shall discuss (i) progress made in developing and commercializing Licensed Products in the Field since the previous meeting; (ii) the coordination of the attendance at, presentations and other matters relating to the promotion of Licensed Products in the Field at international seminars and conferences by KHK, Partner, AVEO and Other Licensee...
Joint Steering Committee. The Parties shall establish a Joint Steering Committee (the "Joint Steering Committee"), comprised of two (2) senior executives of Idenix, two (2) senior executives of Novartis and each Party's Alliance Manager. Each Party shall make its designation of its representatives not later than thirty (30) days after the Effective Date. Each Party shall designate as its representatives individuals who have the requisite experience, knowledge and seniority to be able to make decisions on behalf of the Party designating such individual. The Joint Steering Committee shall meet within sixty (60) days after the Effective Date and, thereafter, at least quarterly during the Term to:
(i) approve target profiles for the Products and Drug Candidates;
(ii) review the efforts of the Parties in performing their respective Development activities;
(iii) review and, except as otherwise provided in this Agreement, approve recommendations made by the Joint Manufacturing Committee regarding proposed amendments to the budget in the applicable Manufacturing Plan;
(iv) review and approve Consolidated Co-Commercialization Plans, Consolidated Co-Commercialization Budgets, Country Co-Commercialization Plans, Country Co-Commercialization Budgets, Product Strategic Plans and other plans (including the budgets contained therein) prepared by the Joint Sub-Committees;
(v) review and approve Product Trademarks as proposed by the Joint Operations Committee;
(vi) review the efforts of the Parties in performing their respective Co-Promotion and Co-Branding activities, as applicable, in the Co-Commercialization Countries;
(vii) review information concerning Novartis' Commercialization efforts in the Novartis Territory;
(viii) establish, as and when necessary and/or appropriate, Joint Sub-Committees in addition to the Joint Operations Committee, the Joint Manufacturing Committee and the Joint Country Commercialization Committees, which additional Joint Sub-Committees shall be organized in such a manner, be delegated such responsibilities and report to the Joint Steering Committee or such other Joint Sub-Committee(s) as the Joint Steering Committee deems appropriate;
(ix) review relevant information regarding, and determine, whether Drug Candidates shall be designated as Early Selection Compounds, as further set forth in Section 4.1(b);
(x) consider and act upon such other matters as are specified in this Agreement; and
(xi) attempt to resolve any disputes relating to this Agreement that may arise be...
Joint Steering Committee. Except as otherwise explicitly provided herein, in the event of any controversy or claim arising out of or relating to any provision of this Agreement, or the collaborative effort contemplated hereby, the Parties shall, and either Party may, refer such dispute to the JDC, and failing resolution of the controversy or claim within thirty (30) days after such referral, the matter shall be referred to a joint steering committee (the “Joint Steering Committee”) established by the Parties comprising one (1) representative of each Party, who shall be appointed (and may be replaced at any time) by such Party on notice to the other Party in accordance with this Agreement. Any matters originating with the JDC on which it is unable to reach consensus within thirty (30) days after the initial discussion thereof shall also be referred to the Joint Steering Committee. Each Party’s representative to the Joint Steering Committee shall be an executive officer of the respective Party. The Joint Steering Committee will meet as needed and agreed by the Joint Steering Committee to resolve controversy or claims referred to it by the JDC and to conduct such other activities as the Joint Steering Committee may deem appropriate. Each member of the Joint Steering Committee shall have one vote in decisions, with decisions made by unanimous vote. If the Joint Steering Committee is unable to resolve the controversy or claim within thirty (30) days of its referral to it, then those matters with respect to which MITSUBISHI or VERTEX have final decision making authority as described in Section 3.1.3 shall be referred to the applicable Party for decision. All other matters shall be referred to the Chief Executive Officer of VERTEX and the Chief Executive Officer of MITSUBISHI for resolution pursuant to Section 10.2.2 hereof.
Joint Steering Committee. Within thirty (30) days after the Effective Date, the Parties shall establish a committee (“Joint Steering Committee” or “JSC”) to coordinate and oversee the Parties exchange of information and materials pursuant and subject to the terms of this Agreement.
Joint Steering Committee. 4.2.1 Promptly, but in no event later than [**] days after the Effective Date, the Parties shall establish a steering committee (the “Joint Steering Committee” or “JSC”) that shall be responsible for oversight of the activities of the Parties with respect to Development of the ADC.
4.2.2 The Parties shall each appoint [**] members to the Joint Steering Committee.
4.2.3 The Joint Steering Committee shall meet at least [**] times per calendar year at a place and time that is mutually convenient or by conference call upon agreement of the Parties. An ADCT representative to the JSC shall serve as the chairperson of the JSC until filing of the IND. After filing of the IND, and provided that Genmab has made the 50% Election, the chair shall alternate at [**] intervals between representatives of each Party, starting with a Genmab representative as the chair. In case of an event of Withdrawal or the 25% Election, the Party holding the greater ownership interest in the ADC shall be in the chair. The chairperson shall establish the timing and agenda for all JSC meetings upon mutual consent of the Parties and shall send notice of such meetings, including the agenda therefor, to all JSC members; provided, however, either Party may request that specific items be included in the agenda and may request that additional meetings be scheduled as needed. The location of regularly scheduled JSC meetings shall alternate between the offices of the Parties unless otherwise agreed. The first JSC meeting shall be held at the offices of ADCT. Meetings may be held in person, telephonically or by video conference. At least [**] meeting per calendar [**] shall be in person. Each Party may invite other personnel on an ad-hoc basis to attend a JSC meeting and will bear its own costs associated with holding and attending JSC meetings. Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA (ADCT) has determined that the information (i) is not material and (ii) would likely cause competitive harm to ADC Therapeutics SA (ADCT) if publicly disclosed.
4.2.4 A quorum of at least [**] JSC member appointed by each Party shall be present at or shall otherwise participate in each JSC meeting; provided, however, that should one (1) Party refuse to effectively participate in more than [**] successive, properly-called meetings, such quorum requirement shall be waived for the following [**] properly-called meeting, and, notwithstanding...
Joint Steering Committee.
3.10.1 The Joint Steering Committee shall consist of 2 members appointed by the College and 2 members appointed by the Association. These 4 members shall be the quorum for a Joint Steering Committee meeting. With the written agreement of the parties, subcommittees which may include non-Joint Steering Committee members may be established to deal with specific matters.
3.10.2 The Joint Steering Committee shall be a standing union management committee with a mandate for the following:
a) Performance Appraisal – to oversee the performance appraisal process for all faculty members as detailed in the attached Appendix VI, (Guidelines for the Performance Appraisal of Permanent Regular Faculty Members and as per Article 15, (Performance Appraisal of Permanent Regular Faculty Members).
b) Evaluation – to oversee the evaluation process for all faculty members as detailed in the attached Appendix VII, (Guidelines for the Evaluation of Term and Probationary Regular Faculty Members) and as per Article 16, (Evaluation of Probationary Regular and Term Faculty Members).
c) Evaluation and Appraisal of Instructors with Responsibility Allowances – to oversee the evaluation and appraisal of Faculty Members with Responsibility Allowances as detailed in the attached Appendix VIII (Guidelines for the Evaluation and Appraisal of Faculty Members with Responsibility Allowances) and as per Articles 15 and 16.
d) Any other matters that the College and the Association agree in writing to refer to the Article 3.10, (Joint Steering Committee).
3.10.3 Human Resources, Institutional Research, and the Association shall provide assistance to the departments in the administration of forms and procedures for evaluation and performance appraisal. In the event that these bodies are unable to resolve issues arising from the administration of forms and procedures, such issues shall be referred to the Joint Steering Committee for resolution.
3.10.4 The Joint Steering Committee may make recommendations to the parties on matters arising from its mandate outlined above, and shall make recommendations to the parties on issues and procedures referred to it by the bodies pursuant to Article 3.10.3.
3.10.5 The Association appointed members of the Joint Steering Committee shall be granted a reasonable period of paid leave in order to carry out their responsibilities.
3.10.6 Should the members of the Joint Steering Committee be unable to reach agreement on any of the matters within its purview, the matte...