Common use of Procedural Rules Clause in Contracts

Procedural Rules. Each 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 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 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, 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 Sections 2.1.3 and 2.2.3, each Joint Committee shall take action by 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. Employees or consultants of either Party that are not representatives of the Parties on a Joint Committee may attend meetings of such Joint Committee; provided, however, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the Joint Committee, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 11.

Procedural Rules. Each Joint Committee 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 the Joint Committee 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 a Joint Committee 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, 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 Sections 2.1.3 and 2.2.3Section 5.5.3 (solely with respect to decisions of the JSC), each Joint Committee committee shall take action by consensus 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, attendance or by a written resolution signed by at least one (1) representative appointed by each Party. Employees Alliance Managers or other employees or consultants of either a Party that who are not representatives of the Parties on a Joint Committee the committee may attend meetings of such Joint Committeemeetings; provided, however, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the Joint Committee, committee and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to at least as protective of the other Party as those set forth in Article 11ARTICLE 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 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 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 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, 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 Sections 2.1.3 and 2.2.3, each Each Joint Committee shall take action by 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[***]. Employees or consultants of either Party that are not representatives of the Parties on a Joint Committee may attend meetings of such Joint Committee; provided, however, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the Joint Committee, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 11ARTICLE 9.

Procedural Rules. Each Joint 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 the Joint Committee JDC shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on 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, 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 Sections 2.1.3 and 2.2.3, each Joint Committee The JDC shall take action by 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 which may be delivered by at least one (1) representative appointed by each Partyway of email confirmation. Employees or consultants of either Party that are not representatives of the Parties on a Joint Committee the JDC may attend meetings of such Joint Committeethe 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 Joint Committee, JDC and (ii) are bound by obligations of confidentiality and non-disclosure equivalent that are substantially similar to those set forth in Article 11ARTICLE 12.

Procedural Rules. Each Joint Committee and Working Group 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 the Joint each Committee and Working Group shall exist whenever there is present at a meeting at least one (1) representative [****] appointed by each Party. Representatives of the Parties on a Joint Committee or Working Group 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; provided, however, that at least annually with respect to the JSC . Each Committee 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 Sections 2.1.3 and 2.2.3, each Joint Committee Working Group shall take action (a) by 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 (b) by a written resolution signed by at least one (1) representative [****] appointed by each Party. Employees or consultants Alliance Managers and other employees of either Party that are not representatives of the Parties on a Joint Committee or Working Group may attend meetings at the invitation of a representative on such Joint CommitteeCommittee or Working Group; provided, however, provided that such attendees (ix) shall not vote or otherwise participate in the decision-making process of the Joint Committeesuch Committee or Working Group, and (iiy) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 118; provided further that if either Party intends to have any Third Party (including any consultant) attend such a meeting, such Party shall provide prior written notice to the other Party and obtain written agreement of the other Party (e-mail to suffice), and such Party shall also ensure that such Third Party is bound by obligations of confidentiality and non-use equivalent to those set forth in Article 8.

Procedural Rules. Each Joint 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 the Joint 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 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, 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 With respect to Sections 2.1.3 and 2.2.3those actions which require the approval of the JSC pursuant to the express terms of this Agreement, each Joint the Committee shall take action by 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, attendance or by a written resolution signed by at least one (1) a representative appointed by of each Partyof the members of the Committee. Employees or consultants of either Party that are not representatives members of the Parties on a Joint Committee may attend meetings any meeting of such Joint the Committee; provided, however, that such attendees (ia) shall not vote or otherwise participate in the decision-making process of the Joint Committee, Committee and (iib) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article ARTICLE 11. 6.

Procedural Rules. Each Joint 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 the Joint Committee 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 a Joint 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, 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 Sections 2.1.3 and 2.2.3, each Joint Committee The JGC shall take action by 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. Employees or consultants of either Party that are not representatives of the Parties on a Joint Committee the JGC may attend meetings of such Joint Committeethe JGC; provided, however, provided that such attendees (i) shall not vote or otherwise participate in the decision-making process of the Joint CommitteeJGC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 119.

Procedural Rules. Each Joint Committee The JRC 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 any terms of this Agreement. A quorum of the Joint Committee JRC shall exist whenever there is present at a meeting at least one (1) representative appointed by of each Party. Representatives of the Parties on 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, 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 Sections 2.1.3 and 2.2.3, each Joint Committee The JRC shall take action by 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 (in hard copy or electronically) by at least one (1) representative appointed by each Party. Employees or consultants of either Party that who are not representatives of the Parties on a Joint Committee the JRC may attend meetings of such Joint Committeethe JRC; provided, however, that (a) such attendees (i) shall not vote or otherwise participate in the decision-making process of the Joint Committee, JRC and (ii) are shall be bound by obligations of confidentiality and non-disclosure equivalent that are at least as stringent as the provisions of ARTICLE 12, and (b) attendance of any non-employee must be pre-approved by the other Party, such approval not to those set forth in Article 11be unreasonably withheld, conditioned or delayed.

Procedural Rules. Each Joint 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 the Joint 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 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, 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 With respect to Sections 2.1.3 and 2.2.3those actions which require the approval of the JSC pursuant to the express terms of this Agreement, each Joint the Committee shall take action by 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, attendance or by a written resolution signed by at least one (1) a representative appointed by of each Partyof the members of the Committee. Employees or consultants of either Party that are not representatives members of the Parties on a Joint Committee may attend meetings any meeting of such Joint the Committee; provided, however, that such attendees (ia) shall not vote or otherwise participate in the decision-making process of the Joint Committee, Committee and (iib) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article ARTICLE 11.

Procedural Rules. Each Joint 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 the a Joint Committee shall exist whenever there is present at a meeting at least one two (12) representative representatives appointed by each Party. Representatives of the Parties on 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, 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 Sections 2.1.3 and 2.2.3, each Each Joint Committee shall take action by 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 two (12) representative representatives appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on a Joint Committee may attend meetings of such Joint Committee; provided, however, that such attendees attendees: (i) shall not vote or otherwise participate in the decision-making process of the Joint Committee, and ; (ii) are shall not be counted when determining whether a quorum exists at any such meeting; and (iii) shall be bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 1112. A Party’s representative on the JSC may also serve as such Party’s representative on the JRC and vice versa; provided, that such representative has the requisite experience and seniority to enable such person to make decisions on behalf of such Party with respect to the issues falling within the jurisdiction of the relevant Joint Committee.

Procedural Rules. Each Joint 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 the a Joint Committee shall exist whenever there is present at a meeting at least one two (12) representative representatives appointed by each Party. Representatives of the Parties on 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, 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 Sections 2.1.3 and 2.2.3, each Each Joint Committee shall take action by 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 two (12) representative representatives appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on a Joint Committee may attend meetings of such Joint Committee; provided, however, that such attendees attendees: (i) shall not vote or otherwise participate in the decision-making process of the Joint Committee, and ; (ii) are shall not be counted when determining whether a quorum exists at any such meeting; and (iii) shall be bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 11.12. A Party’s representative on the JSC may also serve as such Party’s representative on the JRC and vice versa; provided, that such representative has the requisite experience and seniority to enable such person to make decisions on behalf of such Party with respect to the issues falling within the jurisdiction of the relevant Joint Committee. ​

Procedural Rules. Each Joint 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; provided that such rules shall not be subject to a deciding vote of either Party under Section 4.3.2(c) below. A quorum of the Joint Committee JSC shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on a Joint Committee the JSC may EXECUTION COPY 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; 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 Sections 2.1.3 and 2.2.3, each Joint Committee The JSC shall take action by 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. Employees or consultants of either Party that are not representatives of the Parties on a Joint Committee the JSC may attend meetings of such Joint Committeethe JSC; provided, however, provided that such attendees (i) shall not vote or otherwise participate in the decision-making process of the Joint CommitteeJSC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 117.