MANAGEMENT AND DIRECTION OF RESEARCH AND DEVELOPMENT Sample Clauses

MANAGEMENT AND DIRECTION OF RESEARCH AND DEVELOPMENT. 7.1 The Company's Board of Directors initially shall consist of (a) three Directors appointed by Cytogen, (b) three Directors appointed by Elan, and (c) one independent Director (i.e., a Person who is not affiliated with either Cytogen or Elan). Such provisions shall remain in effect until the earlier to occur of the termination of this Agreement and the initial public offering of equity securities of the Company in a registered offering under the Securities Act of 1933 and the registration of the Common Stock under the Securities Act of 1934 (an "IPO"); provided, that at such time that Elan or Cytogen owns, directly or indirectly, fewer than 20% of the Shares, such Shareholder's (but not the other Shareholder's) right to appoint Directors shall expire.
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