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. Within the first thirty (30) days after the Effective Date, the Parties shall establish a joint steering committee (“JSC”) composed of three (3) senior representatives of each Party with appropriate expertise (or such other number as reasonably agreed by the Parties based on available staffing resources with equal number of representatives from each Party at all times) to manage the overall collaboration of the Parties with respect to the MTPC Territory under this Agreement. The JSC shall in particular:
(a) provide a forum for the discussion and coordination of the Parties’ activities under this Agreement;
(b) review, discuss and approve the overall strategy for the development and commercialization of the Products in the MTPC Territory;
(c) determine whether to approve the grant of the license to MTPC set forth in Section 2.2.1;
(d) review, approve and oversee the MTPC Development Plan, including any amendments thereto and approve the budget therefor;
(e) review, approve and oversee the MTPC Commercialization Plan, including any amendments thereto;
(f) review, approve and oversee the Joint Manufacturing Plan and MTPC Medical Affairs Plan, and in each case, any amendments or revisions thereto;
(g) review and discuss the Global Development Strategy provided by ADCT under Section 6.1.1 in order to ensure that the MTPC Development Plan is, to the extent possible, aligned with such Global Development Strategy;
(h) review and discuss the Global Registration Strategy provided by ADCT under Section 6.4.2 in order to ensure that the MTPC Registration Plan is, to the extent possible, aligned with such Global Registration Strategy;
(i) review and discuss the Global Commercialization Strategy provided by ADCT under Section 7.3 in order to ensure that the MTPC Commercialization Plan is, to the extent possible, aligned with such Global Commercialization Strategy;
(j) coordinate the management and implementation of the Parties’ Manufacturing, Development (including regulatory matters), Commercialization and Medical Affairs Activities in and for the MTPC Territory under this Agreement;
(k) review, approve and oversee the technology transfer plan and monitor the progress activities set forth in Section 8.5 until the occurrence of the Transfer Completion;
(l) review and discuss the Global Medical Affairs Strategy provided by ADCT under Section 9.2 in order to ensure that the MTPC Registration Plan is, to the extent possible, aligned with such Global Medical Affairs Strateg...
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. 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. 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. Within [***] ([***]) days after the Original Effective Date, the Parties shall establish a joint committee (the “Joint Steering Committee” or “JSC”), which shall consist of at least two (2) executive-level representatives from each of the Parties, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Party it represents with respect to the issues falling within the jurisdiction of the JSC; provided, that no Senior Officer may be a representative to the JSC. Simultaneously with establishing the JSC, the Parties shall identify their initial representatives. From time to time, each Party may substitute one (1) or more of its representatives to the JSC with a suitably qualified substitute on written notice to the other Party. The JSC shall have the responsibilities and authority allocated to it in this Section 4.1 and shall operate by the procedures set forth in Section 4.3. Neither the JSC nor any Joint Subcommittee shall have any decision-making authority other than as explicitly set forth in this Section 4.1 or Section 4.2, as applicable, and all such decision-making authority shall be subject to the dispute resolution procedures in Section 4.4. The JSC shall:
4.1.1. review and approve any and all amendments to the ‘302 Development Plan or the CMC Development Plan(for the avoidance of doubt, the JSC will not be responsible for managing or controlling ‘302 Development Activities or CMC Development Activities);
4.1.2. review and approve the regulatory strategy for Licensed Products in the Licensee Territory;
4.1.3. review and approve the initial Licensee Territory Development Plan, the initial Eisai Territory Development Plan and any and all updates or amendments to either of the foregoing;
4.1.4. discuss whether any proposed Development activities under the Licensee Territory Development Plan or the Eisai Territory Development Plan should be jointly funded by the Parties;
4.1.5. review and approve the regulatory strategy for Licensed Products in the Eisai Territory;
4.1.6. review and discuss the proposed labeling of each Licensed Product in each country in either Territory;
4.1.7. monitor the performance of the Development of the Licensed Compound and Licensed Products in the Field in the Licensee Territory and Eisai Territory, including by reviewing the conduct of the Development activities and reviewing Development reports as provided in Section 3.1.10;
4.1.8. monitor the performance of the Commercializat...
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...
Joint Steering Committee. The Parties hereby establish a committee to facilitate the Research Program as follows:
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.
