Common use of Quorum; Voting; Decisions Clause in Contracts

Quorum; Voting; Decisions. At each JMC meeting, (i) the presence in person of at least one (1) member designated by each Party shall constitute a quorum and (ii) each member who is present shall have one vote on all matters before the JMC at such meeting. All decisions of the JMC, shall be made by majority vote; provided, that, any member designated by a Party shall have the right to cast the votes of any of such Party’s members on the JMC who are absent from the meeting. Alternatively, the JMC may act by written consent signed by at least one (1) member designated by each Party. Whenever any action by the JMC is called for hereunder during a time period in which the JMC is not scheduled to meet, either Co-Chair shall cause the JMC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JMC may attend JMC meetings as non-voting observers. In the event that the JMC is unable to resolve any matter before it, such matter shall be resolved in accordance with Section 2.4.5. Confidential Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

Appears in 1 contract

Samples: Deforolimus Api and Tablet Supply Agreement (Ariad Pharmaceuticals Inc)

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Quorum; Voting; Decisions. At each JMC JSC meeting, (i) the presence in person of at least one (1) member designated by each Party shall constitute a quorum and (ii) each member who is present shall have one (1) vote on all matters before the JMC JSC at such meeting. All decisions of the JMC, JSC shall be made by majority vote; provided, that, any member designated by a Party shall have the right to cast the votes of any of such Party’s members on the JMC JSC who are absent from the meeting. Alternatively, the JMC JSC may act by written consent signed by at least one (1) member designated by each Party. Whenever any action by the JMC JSC is called for hereunder during a time period in which the JMC JSC is not scheduled to meet, either Co-Chair shall cause the JMC JSC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JMC JSC may attend JMC JSC meetings as non-voting observers. In observers with the event that consent of the JMC is unable to resolve any matter before itother Party, such matter which consent shall not be resolved in accordance with Section 2.4.5unreasonably withheld, conditioned or delayed. Confidential Portions of this Exhibit were materials omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities and Exchange Act of 1934Commission. Asterisks denote such omission.

Appears in 1 contract

Samples: Collaborative Development and License Agreement (Enanta Pharmaceuticals Inc)

Quorum; Voting; Decisions. At each JMC JSC meeting, (i) the presence in person of at least one (1) member designated by each Party shall constitute a quorum and (ii) each member who is present shall have one (1) vote on all matters before the JMC JSC at such meeting. All decisions of the JMC, JSC shall be made by majority vote; provided, that, any member designated by a Party shall have the right to cast the votes of any of such Party’s members on the JMC JSC who are absent from the meeting. Alternatively, the JMC JSC may act by written consent signed by at least one (1) member designated by each Party. Whenever any action by the JMC JSC is called for hereunder during a time period in which the JMC JSC is not scheduled to meet, either Co-Chair shall cause the JMC JSC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JMC JSC may attend JMC JSC meetings as non-voting observers. In the event that the JMC is unable to resolve any matter before it, such matter shall be resolved in accordance with Section 2.4.5. Confidential Portions of this Exhibit were omitted and have been filed separately observers with the Secretary consent of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934other Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Development and License Agreement (Enanta Pharmaceuticals Inc)

Quorum; Voting; Decisions. At each JMC meeting, (i) the presence in person of at least one (1) member designated by each Party shall constitute a quorum and (ii) each member who is present shall have one vote on all matters before the JMC at such meeting. All decisions of the JMC, shall be made by majority vote; provided, that, any member designated by a Party shall have the right to cast the votes of any of such Party’s members on the JMC who are absent from the meeting. Alternatively, the JMC may act by written consent signed by at least one (1) member designated by each Party. Whenever any action by the JMC is called for hereunder during a time period in which the JMC is not scheduled to meet, either Co-Chair shall cause the JMC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JMC may attend JMC meetings as non-voting observers. In the event that the JMC is unable to resolve any matter before it, such matter shall be resolved in accordance with Section 2.4.5. Confidential Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

Appears in 1 contract

Samples: Collaboration Agreement (Ariad Pharmaceuticals Inc)

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Quorum; Voting; Decisions. At each JMC JSC meeting, (i) the presence in person of at least the co-chairs shall constitute a quorum provided that minutes of the meeting are prepared as set forth below. All members designated by a Party shall have one (1) member designated collective vote, to be cast by each Party shall constitute a quorum and such Party’s co-chair (ii) each member who is present shall have one vote or his designee), on all matters before the JMC JSC at such meeting. All decisions of the JMC, JSC shall be made by majority unanimous vote; provided, that, any member designated by a Party shall have the right to cast the votes of any of such Party’s members on the JMC who are absent from the meeting. Alternatively, the JMC JSC may act by written consent signed by at least one (1) member designated by each Partythe co-chairs. Whenever any action by the JMC JSC is called for hereunder during a time period in which the JMC JSC is not scheduled to meet, either Coco-Chair chair shall cause the JMC JSC to meet to take the action in the requested time period by calling a special meeting or the co-chairs shall act by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JMC JSC may attend JMC JSC meetings as non-voting observers. In the event that the JMC is unable to resolve any matter before it, such matter shall be resolved in accordance with Section 2.4.5. Confidential Portions of this Exhibit were omitted and have been filed separately guests with the Secretary consent of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934other Party, which shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Commercialization Agreement (Arqule Inc)

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