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 a Joint Committee shall exist whenever there is present at a meeting at least two (2) representatives appointed by each Party. 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 two (2) 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: (i) shall not vote or otherwise participate in the decision-making process of the Joint Committee; (ii) 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 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 CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 Subject to the right to adopt such standing rules as dispute resolution mechanism set forth below, all decisions of the JCC, the JDC, and their respective subcommittees shall be necessary for its work to the extent that such rules are not inconsistent with this Agreement. A quorum of a Joint Committee shall exist whenever there is present at a meeting at least two (2) representatives appointed by each Party. Each Joint Committee shall take action by consensus of the representatives present at a meeting at which a quorum existsunanimous, with each Party collectively having one (1) vote, which shall be cast by its co-chair. In the case of a single tied vote, Otsuka’s vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least two (2) 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 Committeeshall control; provided, however, that no action taken by virtue of Otsuka’s controlling vote shall obligate GW Pharma to incur expenses or assume liabilities in addition to those contemplated by this Agreement, the First Indication Development Plan and the Second Indication Development Plan or to derogate from GW Pharma’s right to manage and conduct the development activities under the First Indication Development Plan. The JCC shall meet no less frequently than two (2) times each year and the JDC shall meet at least four (4) times each year so long as the Development Plan continues. Such meetings may be conducted by videoconference, teleconference or in person, as agreed by the Parties, and the Parties shall agree upon the time of meetings. Unless otherwise agreed to by the Parties, in-person meetings shall alternate between locations of the Parties. No meeting of the JCC, the JDC or any of their respective subcommittees shall take place without the attendance of both co-chairs (or their alternates designated in writing) of such attendees: (i) body. Written minutes of each meeting shall be prepared with the Parties alternating responsibility for the preparation thereof. Minutes shall not vote become effective until approved by the committee or otherwise participate subcommittee to which they relate. As a general matter, minutes will be circulated at least seven (7) days in the decision-making process advance of the Joint Committee; (ii) shall not be counted when determining whether next ensuing meeting of the committee or subcommittee to which they relate. A reasonable number of additional representatives of a quorum exists at Party may attend meetings of the JCC, the JDC, or any such meeting; and (iii) shall be bound by obligations of confidentiality and their respective subcommittee meetings in a non-disclosure equivalent to those set forth in Article 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 CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 Committeevoting capacity.