Role. The JSC will (i) provide a forum for the discussion of the Parties’ activities under this Agreement; (ii) review, discuss and approve the overall strategy for the Development, Manufacture, and Commercialization of the Licensed Product in the Field in the Territory; (iii) review, discuss and approve the Development Plan and amendments thereto; (iv) review and discuss the Commercialization Plan and amendments thereto; (v) review, discuss and approve the Product Specifications; (vi) review and discuss Manufacturing activities, and approve such Manufacturing activities that could affect Paratek’s global clinical and/or regulatory program outside the Territory and outside the Field; (vii) establish joint subcommittees (each, a “Subcommittee”) as necessary or advisable to further the purpose of this Agreement; and (viii) perform such other functions as expressly set forth in this Agreement or allocated to it by the Parties’ written agreement.
Role. The Custodian, as agent of the Participant, but not as fiduciary, shall take, hold, invest, and distribute all of the assets of the Fund in accordance with the terms of this Agreement. The Custodian will serve as a non-discretionary, directed custodian of the Custodial Account. The Custodian is responsible for maintaining custody of the assets held in the Custodial Account, and for investing those assets as directed by the Program Sponsor on behalf of the Participant. The Custodian (in its capacity as such) will not be an administrative or investment fiduciary of the Plan, and nothing in this Agreement is to be interpreted as causing the Custodian to be responsible for the administration or investment of the Fund other than as directed by the Program Sponsor hereunder, or as performing other than ministerial duties. The Custodian may refuse to exercise any power that it believes, in its sole judgment, could cause it to become a “fiduciary” or “plan administrator” as defined under ERISA, or cause it to be exercising trust powers in contravention of any state or federal law to which it may be subject. The Custodian shall have no responsibility to draft or amend a plan document for the Plan, to administer the Plan, or to assist the Employer or the Program Sponsor in such drafting, amendment, administration, or maintenance, or to ascertain or provide advice with respect to the legal requirements applicable thereto except to the extent of any responsibility imposed upon the Custodian pursuant to the terms of this Agreement. The Program Sponsor and the Employer represent and warrant to the Custodian that the Plan shall be maintained by the Employer in writing and in compliance with Code Section 457(b) and the Treasury Regulations issued under Code Section 457(b).
Role. The JSC shall (i) provide a forum for the discussion of the Parties’ activities under this Agreement; (ii) review and discuss the overall strategy for the Commercialization of the Product in the Field in the Territory; (iii) overseeing the activities of the JDC, resolving any matter as to which the JDC has authority but cannot reach agreement, including approving the Clinical Development Plan or any amendment thereto, as applicable, and reviewing, discussing and approving any changes in the scope or direction of the Development work with Products in the Territory to be performed by Zai under this Agreement that would be a material deviation from the Clinical Development Plan, whether or not approved by the JDC; (iv) review and discuss the Commercialization Plan and amendments thereto; (v) establish subcommittees as necessary or advisable to further the purpose of this Agreement; and (vi) perform such other functions as expressly set forth in this Agreement or allocated to it by the Parties’ written agreement.
Role. The General Assembly is the Consortium’s decision-making and arbitration body and shall decide, inter alia, on the following matters : monitors the overall progress of the Project; approves the annual description of work; approves the overall budget relevant matters; approves changes in thes structure of the Project; - approves proposition of changes in the Consortium Agreement provided that amendments or changes to this Consortium Agreement are valid only if made in writing and signed by any and all of the Contractors according to article 10.10;. approves final termination of the Project; approves the changes in the list of Affiliates by the majority of 2/3 of the Contractors minus that of the Contractor concerned;; approves modifications to the Description of work, including, but not limited to, decisions to abandon a research programme or to reduce the budget allocated to it;; approves the inclusion of a new Contractor, by the majority of 2/3 of its members; ; approves the withdrawal of a Contractor after the signature of the EC Contract, pursuant to the terms set forth in Article 6 “Withdrawal of a Contractor", by the majority of 2/3 of its members minus that of the Contractor concerned;; approves the exclusion of a Contractor pursuant to the terms set forth in Article 6 : “Exclusion of a Contractor” by the majority of 2/3 of its members minus that of the Contractor concerned.; The General Assembly is the arbitration body for all decisions or proposals of the Project Co-ordination Committee. Thus, any Contractor may submit for arbitration by the General Assembly any decision or proposal by the Project Co-ordination Committee it deems to be contrary to its interests.
Role. The role of deans is to handle student discipline and other administrative responsibilities and shall not be involved in staff discipline or evaluation. Deans shall not perform evaluative walkthroughs, informal observations, formal observations or evaluations, nor be asked to offer input in the evaluation of teachers pursuant to the evaluation set forth in Article 10. Observations of teachers made by deans, even if discussed with administrators, will not stand as evidence in the evaluation process of the discussed teacher. Deans are not to act as substitute teachers, and are to devote their assigned time to the performance of duties set forth in their job description. Evaluation The administration may implement an evaluation instrument to be used for deans. Each evaluation cycle will consist of two (2) thirty (30) minute discussions/conversations and one (1) evaluation conference. The evaluation conference can happen at the same time as the second discussion/conversation. It is the responsibility of the evalutee to collect the data, artifacts, or records to be discussed during the thirty-minute discussions/conversations. The evaluator will also collect data for the discussion whenever possible. The Association would approve any specific evaluation instrument that the administration develops for the deans. The evaluation rating as a dean shall not affect their employment as a teacher.
Role. The JSC shall (i) oversee and provide a forum for the discussion of the Parties’ activities under this Agreement; (ii) review and discuss the overall strategy for the Development and manufacture of Licensed Products in the Field in the Territory; (iii) review, discuss and approve the initial Development Plan and any amendments thereto, in accordance with Section 5.2; (iv) review, discuss and approve any Clinical Trial of ASN007 in combination with [***]; (v) review, discuss and approve the Manufacturing Technology Transfer Plan, in accordance with Section 7.2; (vi) discuss and determine whether to proceed towards a Registrational Trial and (vii) perform such other functions as expressly set forth in this Agreement or allocated to the JSC by the Parties’ written agreement.
Role. The JPS will have overall responsibility for developing a strategy to *** for Patents included within the Program Technology, and to discuss, develop, and coordinate strategy with respect to the preparation, filing, prosecution, and maintenance of such Patents. The JPS will also form strategies surrounding *** with respect to making, having made, using, selling, offering to sell, or importing a Program Biomarker. Subject to Section 8.2, each Party shall supply to all members of the JPS copies of all significant correspondence by or on behalf of the Party prosecuting such Patent relating to the status, filing, maintenance, prosecution, enforcement, or defense of all Patents included within the Program Technology. As part of its responsibilities as set forth in this Section 3.2.2, the JPS shall determine which Patents are to be considered Patents included in the Program Technology and will oversee the determination of inventorship on each Program Technology Patent. The JPS will also determine, as set forth more fully in Section 4.3.2, whether *** should be pursued. Periodically during the Term, or upon request, the JPS will report its activities and the status of such activities to the JSC. For the avoidance of doubt, any and all roles, responsibilities and decision-making of the JPS shall be limited to that which is consistent with and permissible by either KineMed or GSK, as applicable, under the terms and conditions of any applicable Third Party licenses.
Role. The role of the Department Chairperson is to coordinate department operations in the school, to provide instructional support for members of the department, to represent and advocate for department needs and to support the development and implementation of curriculum in the school and the district.
Role. Non-executive directors have the same general legal responsibilities to the Company as any other director. The board as a whole is collectively responsible for the success of the company. The board: • Provides entrepreneurial leadership of the company within a framework of prudent and effective controls which enable risk to be assessed and managed; • Sets the company’s strategic aims, ensures that the necessary financial and human resources are in place for the company to meet its objectives, and reviews the management performance; and • Sets the company’s values and standards and ensures that its obligations to its shareholders and others are understood and met. All directors must take decisions objectively in the interest of the company. In addition to these requirements of all directors, the role of the non-executive director has the following key elements: