Common use of Procedural Rules Clause in Contracts

Procedural Rules. Each committee shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of each committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on each committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by and be heard by, the other participants. Representation by proxy shall be allowed. Subject to Section 5.5.3 (solely with respect to decisions of the JSC), each committee shall take action by unanimous decision of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance or by a written resolution signed by at least one (1) representative appointed by each Party. Alliance Managers or other employees or consultants of a Party who are not representatives of the Parties on the committee may attend meetings; provided, however, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the committee and (ii) are bound by obligations of confidentiality and non-disclosure at least as protective of the other Party as those set forth in ARTICLE 9. If a committee (other than the JSC) cannot, or does not, reach a unanimous decision on an issue within [**], then the dispute shall be referred to the JSC for resolution and a special meeting of the JSC may be called for such purpose.

Procedural Rules. Each committee Joint Committee shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of each committee the Joint Committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives Subject to the proviso in Section 2.3.1(a), representatives of the Parties on each committee a Joint Committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by by, and be heard by, the other participants. Representation by proxy shall be allowed. Subject to Section 5.5.3 (solely with respect to decisions of the JSC), each committee Each Joint Committee shall take action by unanimous decision consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Alliance Managers or other employees Employees or consultants of a Party who that are not representatives of the Parties such Party on the committee a Joint Committee may attend meetingsmeetings of such Joint Committee with advance written notice to the other Party; provided, however, that such attendees (ia) shall not vote or otherwise participate in the decision-making process of the committee Joint Committee, and (iib) are bound by obligations of confidentiality and non-disclosure at least as protective of the other Party as equivalent to those set forth in ARTICLE 9. If a committee (other than the JSC) cannot, or does not, reach a unanimous decision on an issue within [**], then the dispute shall be referred to the JSC for resolution and a special meeting of the JSC may be called for such purpose7.

Procedural Rules. Each committee Joint Committee shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of each committee the Joint Committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on each committee a Joint Committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by by, and be heard by, the other participants; provided, however, that at least annually with respect to the JSC and at least two (2) times per Calendar Year with respect to the JOC, the Representatives shall meet in person at a location in the Territory to be mutually agreed by the Parties. Representation by proxy shall be allowed. Subject to Section 5.5.3 (solely with respect to decisions of the JSC)Sections 2.1.3 and 2.2.3, each committee Joint Committee shall take action by unanimous decision consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Alliance Managers or other employees Employees or consultants of a either Party who that are not representatives of the Parties on the committee a Joint Committee may attend meetingsmeetings of such Joint Committee; provided, however, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the committee Joint Committee, and (ii) are bound by obligations of confidentiality and non-disclosure at least as protective of the other Party as equivalent to those set forth in ARTICLE 9. If a committee (other than the JSC) cannot, or does not, reach a unanimous decision on an issue within [**], then the dispute shall be referred to the JSC for resolution and a special meeting of the JSC may be called for such purposeArticle 11.

Procedural Rules. Each committee Joint Committee shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement; provided that such rules shall not be subject to a deciding vote of either Party under Section 2.4.3 below. A quorum of each committee the Joint Committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on each committee a Joint Committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by by, and be heard by, the other participants. Representation by proxy shall be allowed. Subject to Section 5.5.3 (solely with respect to decisions of the JSC), each committee Each Joint Committee shall take action by unanimous decision [***] of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance or by a written resolution signed by at least one (1) representative appointed by each Party[***]. Alliance Managers or other employees Employees or consultants of a either Party who that are not representatives of the Parties on the committee a Joint Committee may attend meetingsmeetings of such Joint Committee; provided, however, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the committee Joint Committee, and (ii) are bound by obligations of confidentiality and non-disclosure at least as protective of the other Party as equivalent to those set forth in ARTICLE 9. If a committee (other than the JSC) cannot, or does not, reach a unanimous decision on an issue within [**], then the dispute shall be referred to the JSC for resolution and a special meeting of the JSC may be called for such purpose.

Procedural Rules. Each committee Subject to the approval of the JSC, the JDC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of each committee the JDC shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on each committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by and be heard by, the other participants. Representation by proxy shall be allowed. Subject to Section 5.5.3 (solely with respect to decisions of the JSC), each committee The JDC shall take action by unanimous decision consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance attendance, or by a written resolution signed which may be delivered by at least one (1) representative appointed by each Partyway of email confirmation. Alliance Managers or other employees Employees or consultants of a either Party who that are not representatives of the Parties on the committee JDC may attend meetingsmeetings of the JDC; provided, howeverthat (a) unless the other Party agrees, that no more than [***] ([***]) such persons, in addition to such Party’s Alliance Manager, may attend any particular meeting, (b) attendance of any non-employee must be pre-approved by the other Party, such approval not to be unreasonably withheld, conditioned or delayed and (c) such attendees (i) shall not vote or otherwise participate in the decision-making process of the committee JDC and (ii) are bound by obligations of confidentiality and non-disclosure at least as protective of the other Party as that are substantially similar to those set forth in ARTICLE 9. If a committee (other than the JSC) cannot, or does not, reach a unanimous decision on an issue within [**], then the dispute shall be referred to the JSC for resolution and a special meeting of the JSC may be called for such purpose12.

Procedural Rules. Each committee Joint Committee shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement; provided that such rules shall not be subject to a deciding vote of either Party under Section 4.3.3(c) below. A quorum of each committee the Joint Committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on each committee a Joint Committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by by, and be heard by, the other participants. Representation by proxy shall be allowed. Subject to Section 5.5.3 (solely with respect to decisions of the JSC), each committee Each Joint Committee shall take action by unanimous decision consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Alliance Managers or other employees Employees or consultants of a either Party who that are not representatives of the Parties on the committee a Joint Committee may attend meetingsmeetings of such Joint Committee; provided, however, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the committee Joint Committee, and (ii) are bound by obligations of confidentiality and non-disclosure at least as protective of the other Party as equivalent to those set forth in ARTICLE 9. If a committee (other than the JSC) cannot, or does not, reach a unanimous decision on an issue within [**], then the dispute shall be referred to the JSC for resolution and a special meeting of the JSC may be called for such purposeArticle 7.

Procedural Rules. Each committee The JSC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of each committee the JSC shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on each committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by and be heard by, the other participants. Representation by proxy shall be allowed. Subject to Section 5.5.3 (solely with respect to decisions of ‎5.2.3, the JSC), each committee JSC shall take action by unanimous decision consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance or by a written resolution signed by at least one (1) representative appointed by each Party. Alliance Managers or other employees Employees or consultants of a Party who are not representatives of the Parties on the committee JSC may attend meetingsmeetings of the JSC; provided, however, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the committee JSC and (ii) are bound by obligations of confidentiality and non-disclosure at least as protective of the other Party as those set forth in ARTICLE Article 9. If a committee (other than the JSC) cannotCONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, or does not, reach a unanimous decision on an issue within AS AMENDED. [**], then the dispute shall be referred to the JSC for resolution and a special meeting of the JSC may be called for such purpose***] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

Procedural Rules. Each committee The JGC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of each committee the JGC shall exist whenever there is present at a meeting at least one (1) representative [***] appointed by each Party, 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 JGC. Representatives of the Parties on each committee the JGC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by by, and be heard by, the other participants. Representation by proxy shall be allowed. Subject to Section 5.5.3 (solely with respect to decisions of the JSC), each committee The JGC shall take action by unanimous decision consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance attendance, or by a written resolution signed by at least one (1) representative [***] appointed by each Party. Alliance Managers or other employees Employees or consultants of a either Party who that are not representatives of the Parties on the committee JGC may attend meetingsmeetings of the JGC; provided, however, provided that such attendees (i) shall not vote or otherwise participate in the decision-making process of the committee JGC, and (ii) are bound by obligations of confidentiality and non-disclosure at least as protective of the other Party as equivalent to those set forth in ARTICLE Article 9. If a committee (other than the JSC) cannot, or does not, reach a unanimous decision on an issue within [**], then the dispute shall be referred to the JSC for resolution and a special meeting of the JSC may be called for such purpose.

Procedural Rules. Each committee The Committee shall have the right to adopt such standing rules as shall be necessary for its work, work to the extent that such rules are not inconsistent with this Agreement. A quorum of each committee the Committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives Members of the Parties on each committee Committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by by, and be heard by, the other participants. Representation by proxy shall be allowed. Subject to Section 5.5.3 (solely with With respect to decisions those actions which require the approval of the JSC)JSC pursuant to the express terms of this Agreement, each committee the Committee shall take action by unanimous decision consensus of the representatives members present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance or by a written resolution signed by at least one (1) a representative appointed by of each Partyof the members of the Committee. Alliance Managers or other employees Employees or consultants of a either Party who that are not representatives members of the Parties on the committee Committee may attend meetingsany meeting of the Committee; provided, however, that such attendees (ia) shall not vote or otherwise participate in the decision-making process of the committee Committee and (iib) are bound by obligations of confidentiality and non-disclosure at least as protective of the other Party as equivalent to those set forth in ARTICLE 9. If a committee (other than the JSC) cannot, or does not, reach a unanimous decision on an issue within [**], then the dispute shall be referred to the JSC for resolution and a special meeting of the JSC may be called for such purpose11.