Steering Committee. The Parties agree that three (3) top managers of each Party shall serve as members of a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlock.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement (Alcatel Lucent)
Steering Committee. The Parties agree that three (3) top managers of each Party shall serve as members of a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of Nokia Board and the Company which is a member of the Steering CommitteeBoard. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors Nokia Board and the Nokia Company Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors Nokia Board and the Nokia Company Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlock.
Appears in 2 contracts
Sources: Framework Agreement, Framework Agreement (Alcatel Lucent)
Steering Committee. 3.1.1 The Parties agree that shall establish an overall steering committee, which shall be comprised of six (6) members, including three (3) top managers of each Party shall serve as members of a steering committee to supervise overall performance of this Agreement appointed by each of Parties Weichai and three (3) members appointed by PSI (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members chairmanship of the Steering Committee shall notify rotate between Weichai and PSI every two (2) years, with the chairman for the Steering Committee for the first two (2) years shall be the representative of Weichai. Where one Party appoints the chairman, the other Party shall have the right to appoint vice-chairman. Each Party, in its sole discretion, would be permitted to change its own Steering Committee members by providing written notice to the other Party.
3.1.2 The Steering Committee would meet at least once quarterly or as otherwise deemed necessary. Either the chairman or vice-chairman of the Steering Committee may call ad hoc Steering Committee meetings upon at least ten (10) Business Days prior written notice if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting. The chairman shall provide to give each other in writing member of the Steering Committee (including by email or faxotherwise) notice and the agenda for each meeting at least five (5) Business Days ahead prior to such meeting.
3.1.3 The location for in-person meetings would alternate between Weichai (or Weichai US if appropriate) and PSI host facilities. Alternatively, the Steering Committee, at its discretion, could conduct these meeting via telephone or video conference, as long as each participating Steering Committee member can hear and be heard by each other participating members. Each Party will be responsible for its own expenses relating to such meetings.
3.1.4 A quorum for the meeting shall consist of at least four (4) members of the next Steering Committee. If a Steering Committee member is not present at two consecutive meetings and/or adjournments of meetings, at the next meeting or adjournment thereof, the presence of the items such Steering Committee member shall not be required for a quorum and such Steering Committee member shall be deemed to be included at the agenda in attendance of such meeting. The meetings meeting for the purposes of meeting the quorum requirement.
3.1.5 In general, the functions of the Steering Committee may would be conducted to provide strategic direction to and make decisions on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to the proposals made by the Parties at least three (3) Business Days in advance sub-committees as further elaborate below and make informed decisions regarding the direction, management and implementation of the scheduled meetingCollaboration Projects. The Steering Committee may also act without a meeting upon shall directly report to the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative Board of each Party. The members of the Steering Committee shall formalize have the overall responsibility in writing relation to the minutes Parties’ cooperation activities under the Strategic Collaboration, in particular but without limitation:
a. determining the kick-off of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlock.Collaboration Projects;
Appears in 2 contracts
Sources: Strategic Collaboration Agreement (Weichai America Corp.), Strategic Collaboration Agreement (Power Solutions International, Inc.)
Steering Committee. (i) The Parties agree that three (3) top managers of each Party shall serve as members of will establish a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by , which will be made up of one (1) Representative with decision-making authority from Buyer and one (1) Representative with decision-making authority from Seller, provided that the Parties, the three members of each Party TSA Managers shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of attend the Steering Committee meetings and shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of advise the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance regarding their ongoing coordination and management of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the Services as ex officio members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one is responsible for:
(A) monitoring and managing any issues arising from this Agreement and the Services; and
(B) to the extent not resolved through discussions between the TSA Managers, facilitating the resolution of Disputes arising out of this Agreement in the manner contemplated by Section 2.4(c)(iv).
(ii) If Buyer or more persons Seller wishes to replace its Representative on the Steering Committee, then such Party will: (A) replace that are not members Representative with another suitably qualified and experienced Representative as soon as practicable and (B) give notice of the details of the replacement Representative to the other Party within two (2) Business Days of such appointment.
(iii) The Steering Committee is primarily a vehicle for discussion. Except as expressly set out in clauses (i) and (iv), it has no legal powers or obligations.
(iv) During the three (3) months immediately following the date hereof, the Steering Committee as secretaries for each meetingshall meet (in person, by telephone or by other mutually agreed electronic means of communication) on a monthly basis. The Steering Committee may decide to appoint Advisors to assist Following such period, the Steering Committee shall meet (in performing its obligationsperson, by telephone or by other mutually agreed electronic means of communication) every sixty (60) days. The In addition, the Steering Committee shall ensure that both Parties hold a meeting (in person or telephonically) within five (5) Business Days of receiving a request by either of the TSA Managers to discuss any Variation or any dispute, controversy, difference or claim arising out of or in connection with this Agreement or the subject matter of this Agreement (a “Dispute”) and their relevant Subsidiaries may have access shall use its commercially reasonable efforts to bring about a resolution to the work performed by such AdvisorsVariation or Dispute, as applicable, including in relation to disputed invoices. The If the Steering Committee shall ensure full cooperation with does not resolve any such Variation or Dispute within twenty (20) calendar days (or such longer period as the Advisors and shallSteering Committee Representatives agree) after commencement of negotiations to resolve such Variation or Dispute, in particularthen such Variation or Dispute, grant the Advisors full access to all documentsas applicable, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiariesreferred to binding arbitration pursuant to Section 9.6. A quarterly report shall be prepared Any decision with respect to any such Variation or Dispute that is mutually agreed upon by the Steering Committee Representatives shall be documented in writing and shall be transmitted binding upon the Parties. Notwithstanding anything in this Agreement to the Committee contrary, during the pendency of Independent Directors and any Variation or Dispute with respect to this Agreement no Party shall withhold any Service or any payment for any Service until such Service is validly terminated in accordance with the Nokia Board for information purposes on the implementation terms of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlock.
Appears in 2 contracts
Sources: Transition Services Agreement, Transition Services Agreement (Jacobs Engineering Group Inc /De/)
Steering Committee. The Parties agree that three (3a) top managers of each Party shall serve As soon as members of reasonably practicable after the Effective Date, Antigenics MA and GSK BIO will establish a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”), to oversee the activities to be undertaken pursuant to this Agreement. Unless otherwise agreed The Steering Committee will facilitate communication between the Parties and provide a forum to review any technology transfer, supply and manufacturing matters pertaining to QS-21. The Steering Committee shall consist of three (3) individuals appointed by the Parties, the three members of each Party shall be (i) or such other number of representatives the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements and may also include additional representatives from the Parties, as mutually agreed, on an ad-hoc basis and shall be co-chaired by GSK and Antigenics MA. The co-chairs will coordinate agendas and minute-taking for meetings of such members from the Steering Committee. Each Party may replace its Steering Committee representatives at any time upon written notice to time during the Term as appropriateother Party provided that, in the [**] and will [**] to any [**]. The Steering Committee shall work promptly and in good faith may establish certain ad hoc sub-committees which consider certain matters, including without limitation, one or more sub-committees (consisting of at least one (1) individual from each Party) to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) technical matters in dispute that have not been resolved under the identification, prioritization Quality Agreement and monitoring of deliverables assigned to each Party’s teams, (ii) the specificationsrepetitive, acceptance criteria and due dates for such deliverables, and specific cGMP issues.
(iiib) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month (in person, or by teleconference or videoconference as agreed by the Parties) at least [**] during the first three [**] and thereafter [**] (3) months following or more frequently as the execution date Parties mutually agree is appropriate, or as determined by [**] during any period of this Agreement Antigenics MA’s inability to supply under Section 3.5(c), on such dates and no less than once quarterly thereafterat such times as the Parties shall agree. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email itself or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint through one or more persons that are not members sub-committes as contemplated in Section 2.2(a) above) will, among other things (i) oversee the Manufacturing Technology transfer; (ii) review and manage the Manufacturing relationship hereunder, including without limitation, review the Manufacturing requirements for QS-21 for GSK, (iii) discuss and review for Antigenics MA’s reasonable consideration, the [**], discuss [**] = Portions of the Steering Committee as secretaries for each meetingthis exhibit have been omitted pursuant to a confidential treatment request. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation An unredacted version of this exhibit has been filed separately with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee DeadlockCommission.
Appears in 2 contracts
Sources: Manufacturing Technology Transfer and Supply Agreement, Manufacturing Technology Transfer and Supply Agreement (Antigenics Inc /De/)
Steering Committee. The Parties agree that three (3) top managers of each Party shall serve as members of No later than ten days after the Effective Date, the parties will establish a joint steering committee to supervise overall performance of this Agreement by each of Parties (the “"Steering Committee”"). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly will manage the Collaborative Program and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, will (i) provide strategic direction and performance criteria for the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, Collaborative Program; (ii) monitor progress and communicate status of the specifications, acceptance criteria and due dates for such deliverables, and Collaborative Program; (iii) resolving any potential disagreements relating facilitate the cooperation of the parties under the Collaborative Program; and (iv) will continue to communicate following the Fee for Services in accordance with Collaborative Period regarding the principles agreed hereindevelopment and commercialization of Products and New Products. The Steering Committee shall meet whenever necessary and no will consist of not less than once a month during the first three (3) months following the execution date of this Agreement two representatives designated by Senomyx and no not less than once quarterly thereaftertwo representatives designated by ▇▇▇▇▇▇▇▇, as the parties shall agree from time to time. The Steering Committee can be convened at any time by any Each member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including will have one vote. Scientific and management authority and responsibility for activities conducted under the Collaborative Protocol will be governed by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee will meet no later than thirty days after the Effective Date and at least four times per year during the Term of the Agreement using mutually agreed upon meeting locations and formats including tele-conferencing and video-conferencing. Each party shall bear its own expenses relating to the meetings and activities of the Steering Committee. On an alternating basis, one party will promptly prepare and deliver to the members of the Steering Committee minutes of such meetings for review and approval of both parties. Each party may appoint one or more persons that are not change their individual members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide deem to appoint Advisors be advisable from time to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation time with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs prior approval of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation so long as there are always an equal number of any dispute referred to representatives from each party. Decisions in the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have accesswill be made by unanimous vote, at any time (whether a meeting where all voting representatives are present. All unresolved disputes will be settled in accordance with Section 16.4, or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to as otherwise mutually agreed upon in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockwriting.
Appears in 2 contracts
Sources: Collaborative Research and License Agreement (Senomyx Inc), Collaborative Research and License Agreement (Senomyx Inc)
Steering Committee. (a) A Steering Committee (STEERING COMMITTEE) shall be responsible for the day-to-day management of the Program. The Parties agree that three (3) top managers Steering Committee shall consist of each Party shall serve as four members, two members of a steering committee to supervise overall performance of this Agreement be appointed by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation NeoGenesis and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the CompanyOGS. Each Party shall also appoint one deputy for each party may with notice to the other substitute any of its members serving on the Steering Committee. The Parties may mutually agree upon replacements initial OGS members shall be ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ and ▇▇ ▇▇▇▇▇ Scopes and the initial NeoGenesis members shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇. Each member of such members the Steering Committee will have one vote and all decisions of the Steering Committee will be by unanimous agreement.
(b) The Steering Committee shall be responsible for the management and conduct of the Program and shall in particular: (i) consider, review and amend the Program from time to time during in such manner as may be appropriate; (ii) monitor progress of the Term as appropriate. Program; (iii) report regularly to the management of both parties upon the progress of the Program; and (iv) be the initial medium for transfer of information between the parties.
(c) The Steering Committee shall work promptly and hold meetings as mutually agreed by the parties (but in good faith no event less than quarterly during the Research Term) to take decisions relating to review the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed hereinProgram. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members meeting of the Steering Committee shall notify each other be held within forty-five (45) days of the Effective Date and shall be held in Cambridge, MA. Thereafter, meetings may be held by telephone or video conference if requested by either party in writing to the other, PROVIDED THAT the parties shall meet in person at least two (including by email or fax2) times a year during the Research Term. The party hosting the meeting shall circulate an agenda at least five (5) Business Days ahead of the next Steering Committee meeting of the items business days prior to be included at the agenda of such a meeting. The Minutes of all meetings setting forth decisions of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable relative to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report Screening Process shall be prepared by the host party and circulated to both parties within fifteen (15) days after each meeting, but minutes shall not become official until approved by both parties (which approval the parties shall use reasonable efforts to give within thirty (30) days of receipt of such minutes).
(d) The quorum for Steering Committee and meetings shall be transmitted to the Committee two, provided that at least one member from each of Independent Directors NeoGenesis and the Nokia Board for information purposes on the implementation of this AgreementOGS is present. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to Disagreements among the Steering Committee during regarding the previous quarter and the solution Program will be resolved via good-faith discussions; PROVIDED, that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockdisagreement that cannot be resolved within thirty (30) days after the date on which the disagreement arose, the matter shall be referred to between OGS's Chief Executive Officer and NeoGenesis's Chief Executive Officer or their respective designees. Thereafter, if any such disagreement is not resolved within sixty (60) days, then OGS shall have the right to make the final decision.
Appears in 1 contract
Sources: Confidential Treatment Agreement (Neogenesis Pharmaceuticals Inc)
Steering Committee. (a) Within thirty (30) days after the date of this Agreement, the Parties shall form a Steering Committee consisting of an equal number of representatives of each Party. The Parties agree that Steering Committee shall have general authority over the strategic direction and overall management of the Product Development Plan and shall operate and have the further authority described in this Section 4.2.
(b) ACTII and Amylin shall each appoint three (3) top managers of each Party shall representatives as their representatives to serve as members of a steering committee to supervise overall performance of this Agreement by each of Parties (on the “Steering Committee”). Unless A Party may change its representatives from time to time by giving written notice to the other Party.
(c) The Steering Committee shall generally meet at such times as it may decide and at least once per calendar quarter. The location of Steering Committee meetings shall alternate between ACTII’s offices and ▇▇▇▇▇▇’s offices unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed hereinfirst meeting being held at ▇▇▇▇▇▇’s office. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date Minutes of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, setting forth decisions of the Steering Committee shall be provided as soon as reasonably practicable prepared by the Party hosting the meeting. Minutes will become official when agreed to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member all members of the Steering Committee. The Each Party will bear all expenses associated with attendance of its representatives at meetings. If the Steering Committee members all agree, a meeting may appoint one or more persons that are not members be held by telephone.
(d) Decisions of the Steering Committee as secretaries for shall be made by unanimous vote, with each meetingmember having one vote. The Steering Committee may decide to appoint Advisors to assist If the Steering Committee is unable to reach a unanimous vote on any issue, the issue shall be referred to the President of ACTII (or successor position), and the Vice President of Corporate Development of Amylin (or successor position) for resolution. These individuals shall, as soon as practicable, attempt in performing its obligationsgood faith to decide the issue. If the issue is not decided within fifteen (15) days after it has been referred to such individuals, it shall be referred to ▇▇▇▇▇▇’s Chief Executive Officer (or successor position), who shall make the final decision regarding such issue.
(e) Within fifteen (15) days after the receipt of the proposed Product Development Plan or any amendments thereto from the Project Working Team or any appeals of decisions of the Project Working Team, the Steering Committee shall meet to consider approval of such plan or amendments, or appeal of such decision, as applicable. The Steering Committee shall ensure periodically review the Product Development Plan from a strategic perspective, the status of efforts to implement it and to make any changes to it that both Parties and their relevant Subsidiaries may have access it deems necessary to accomplish the work performed by such Advisorspurpose of this Agreement. The Steering Committee shall ensure full cooperation with also settle any disputes among the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee DeadlockProject Working Team.
Appears in 1 contract
Steering Committee. The Parties agree that three (3) top managers of each Party shall serve as members of a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. i. Representation in meetings The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, consist of one representative of each Party (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed hereinhereinafter Member). The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members Any Party of the Steering Committee Committee: - should be present or represented at any meeting; - may appoint a substitute or a proxy to attend and vote at any meeting; and shall notify each other participate in writing (including by email or fax) at least five (5) Business Days ahead of a cooperative manner in the next Steering Committee meeting of the items to be included at the agenda of such meetingmeetings. The Coordinator shall chair the meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days unless decided otherwise in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Coordinator shall also convene the Steering Committee may appoint one meetings and circulate the agenda and other supporting documents prior to the scheduled meeting. Each Steering Committee Member shall be deemed to be duly authorised to deliberate, negotiate and decide on all matters listed in Section ▇▇.▇.▇.▇.▇▇ “Decisions” of this Consortium Agreement. The Parties agree to abide by all decisions of the Steering Committee. This does not prevent the Parties to submit a dispute to resolution in accordance with the provisions of Settlement of disputes in Section II.B.5.b.
ii. Preparation and organisation of meetings The Steering Committee will meet every two months via Skype and have three meetings in person throughout the project duration. This Steering Committee will meet approximately every 7 months in person. The meetings will coincide with a project event such as the Brussels conferences or more persons that are not members a policy co-creation event. Extraordinary meetings can be called up on written suggestion of at least two Members of Steering Committee Members. The Coordinator shall give notice in writing of a meeting to each Member of the Steering Committee as secretaries for each soon as possible and no later than 45 days preceding the meeting, or 15 calendar days before an extraordinary meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee Coordinator shall ensure that both Parties prepare and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, send each Member of the Steering Committee and more generallya written (original) agenda no later than 21 days preceding the meeting, or 10 calendar days before an extraordinary meeting. Any agenda item requiring a decision by the Members must be identified as such on the agenda. Any Member may add such an item to any information, data the original agenda or documents, including audit report, work product at the beginning of the Expert referred to in section 5.3.2 below and meeting if agreed by all those present. During a meeting of the Advisors appointed Steering Committee the Members present or represented can unanimously agree to add a new item to the original agenda. Any decision may also be taken without a meeting if the Coordinator circulates to all Members a written document, which is then agreed by the majority of Members.
iii. Voting rules and quorum SC meetings are valid if at least 60% of the members are present or represented (quorum). If the quorum is not reached, the chairperson of the Steering Committee shall convene another ordinary meeting within 15 calendar days. If in this meeting the quorum is not reached once more, the chairperson shall convene an extraordinary meeting which shall be entitled to decide even if less than the quorum of Members are present or represented. The Project Coordinator won’t have any decision-making power or vote. The rule for decision making will be: 1 vote per member A Party which the Steering Committee has declared according to Section II. B. 2 b) to be a Defaulting Party may not vote. As a rule, decisions in the Steering Committee will be made by unanimity and agreement. In case of disagreement, consensus will be sought and if not possible, the vote of the majority will prevail.
iv. Veto rights A Member which can show that its own work, time for performance, costs, liabilities, intellectual property rights or other legitimate interests would be severely affected by a decision of the Steering Committee may exercise a veto with respect to the corresponding decision or relevant part of the decision. When the decision is foreseen on the original agenda, a Member may veto such a decision during the meeting only. When a decision has been taken on a new item added to the agenda before or during the meeting, a Member may veto such decision during the meeting and within 15 calendar days after the draft minutes of the meeting are sent. In case of exercise of veto, the Members shall make every effort to resolve the matter which occasioned the veto to the general satisfaction of all its Members. A Party may neither veto decisions relating to its identification to be in breach of its obligations nor to its identification as a Defaulting Party. The Defaulting Party may not veto decisions relating to its participation and termination in the consortium or the consequences of them. A Party requesting to leave the consortium may not veto decisions relating thereto.
v. Minutes of Meetings After each meeting, the Coordinator will write and circulate to each member of the SC the minutes with the relevant discussions and decisions taken. The minutes shall be the formal record of all decisions taken. The Coordinator shall send the draft minutes to all Members within 10 calendar days of the meeting. The minutes shall be considered as accepted if, within 15 calendar days from sending, no Member has sent an objection in writing to the chairperson with respect to the accuracy of the draft of the minutes. The Coordinator shall safeguard the minutes. If requested the Coordinator shall provide authenticated duplicates to Parties.
vi. Decisions The Steering Committee has the following responsibilities: ● Oversees progress towards desired objectives and provides strategic guidance for the effective implementation of the project by ensuring coherence between activities and objectives, results and donor guidelines/policies. ● Agrees on main changes that affect substantial elements of the program, such as budget distribution across countries/partners, objectives, project timeline, etc. ● Evaluates, in each meeting and based on the documents provided by the Coordination Committee (CC), the progresses achieved, examine and validate the periodical work plan and provide recommendations on the actions and measures to be taken (when it is needed). ● Approves project plans, reports (financial and narrative) and budgets. ● Oversees main current and future risks affecting the program and institution and advises on possible solutions. ● Discusses the findings of audits, annual reviews and evaluation reports and provides recommendations at a strategic level. ● Facilitates linkages to other relevant initiatives by other partners, affiliates or programs. ● Oversees and makes sure that the relationship with the donor is fluid and effective. ● In case of conflict between partners during the execution of the project, the SC intervenes providing guidance. ● Selections of the candidates from the open call (ref - page 87 from the submitted proposal). The Coordinator shall represent the project vis-à-vis the EU. The following decisions shall be taken by the Steering Committee reasonably required Committee: Content, finances and intellectual property rights ● Proposals for changes to assess the fairness Annexes 1 and 2 of the terms Grant Agreement to be agreed by the Funding Authority ● Changes to the Consortium Plan ● Modifications to Annex 5 (Official Budget Approved by the EU) ● Modifications to Annex 6 (Partners’ Internal Budget) ● Modifications to Annex 9 (Background Included) ● Additions to Annex 11 (List of Third Parties for simplified transfer according to Section 18.3) ● Additions to Annex 12 (Identified Affiliated Entities) Evolution of the consortium ● Entry of a new Party to the consortium and approval of the settlement on the conditions of the performance accession of such a new Party ● Withdrawal of a Party from the consortium and the approval of the Services pursuant to settlement on the conditions of the withdrawal ● Identification of a breach by a Party of its obligations under this Consortium Agreement or that may the Grant Agreement ● Declaration of a Party to be necessary in order a Defaulting Party ● Remedies to assess the matters referred to it be performed by a Defaulting Party ● Termination of a Defaulting Party’s participation in the event consortium and measures relating thereto ● Proposal to the Funding Authority for a change of a Steering Committee Deadlock.the Coordinator ● Proposal to the Funding Authority for suspension of all or part of the Project ● Proposal to the Funding Authority for termination of the Project and the Consortium Agreement
Appears in 1 contract
Sources: Partnership Agreement
Steering Committee. The Parties agree that three (3a) top managers of each Party shall serve as members of a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the A Steering Committee (or, as the case may be, their respective deputies). No action may STEERING COMMITTEE) shall be taken at any meeting responsible for oversight of the Steering Committee unless a quorum is presentProgram, including the Screening Program. A quorum of the The Steering Committee shall consist of four (4) members, including two (2) members to be appointed by each of NeoGenesis and Immusol, except as otherwise provided in Section 3.7. Each party shall appoint a senior scientist and a senior business executive as its Steering Committee members Each party may, with notice to the other, substitute any of its members serving on the Steering Committee. The initial Immusol members shall be [*] and the initial NeoGenesis members shall be [*]. Immusol shall have the right to appoint one of its members to be the chairperson of the Steering Committee. Either party may send up to three (or their deputies3) representing Nokia additional employees to attend Steering Committee meetings, with at least three (3) days notice to the other party; PROVIDED that such attendees shall be non-voting observers at such meetings.
(b) The Steering Committee shall be responsible for the management and two (2) members (or their deputies) representing conduct of the Company. Any action by such quorum must be approved by a simple majorityProgram, including the vote Screening Program, and shall in particular: (i) consider, review and amend ATTACHMENT A from time to time in such manner as may be appropriate; PROVIDED, that the * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Steering Committee may not amend ATTACHMENT A in a manner that would conflict with the time period for designating Designated Shared Compounds specified in Section 3.1 or the obligations specified in the last sentence of at least one representative Section 2.3(b), in each case without the prior written agreement of each Party. The members both Immusol and NeoGenesis; (ii) monitor progress of the Program; (iii) report regularly to the management of both parties upon the progress of the Program; (iv) be the conduit for transfer of information between the parties; and (v) conduct such other activities as set forth in Section 3.
(c) The Steering Committee shall formalize hold meetings as mutually agreed by the parties (but in writing no event less frequently than twice a year during the minutes term of the last meeting for approval at Screening Program, unless mutually agreed by the next meeting unless parties) to review the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraphProgram. The minutes of the meetings, and the decisions, first meeting of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman held within forty five (45) days of the Committee Effective Date and shall be held in Cambridge, Massachusetts. Thereafter, meetings may be held by telephone or video conference, PROVIDED THAT the parties shall meet in person at least once a year during the Screening Program.
(d) Minutes of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members all meetings setting forth decisions of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access relative to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report Program shall be prepared by the host party and circulated to both parties within twenty five (25) days after each meeting, but minutes shall not become official until approved by both parties (which approval the parties shall use reasonable efforts to give within thirty (30) days of receipt of such minutes).
(e) The quorum for Steering Committee and meetings shall be transmitted to the two (2) members, provided there is at least one member from each of NeoGenesis and Immusol present. The Steering Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreementwill render decisions [*]. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to Disagreements among the Steering Committee during regarding the previous quarter and the solution Program will be resolved via good-faith discussions; PROVIDED, that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a disagreement that cannot be resolved within thirty (30) days after the date on which the disagreement arose, the matter shall be referred to Immusol's Chief Executive Officer and NeoGenesis' Chief Executive Officer or their respective designees. Thereafter, if any such disagreement is not resolved within forty-five (45) days: (i) if such disagreement concerns medicinal chemistry matters then NeoGenesis will have the right to make the final decision; (ii) if such disagreement concerns clinical trial matters then Immusol will have the right to make the final decision; and (iii) if such disagreement concerns any other matter the parties shall propose and discuss in good faith additional dispute resolution mechanisms; UNLESS in each case it is otherwise expressly provided in Section 3 that a particular decision of the Steering Committee Deadlockshall be [*].
Appears in 1 contract
Sources: Collaboration Agreement (Neogenesis Pharmaceuticals Inc)
Steering Committee. The Parties agree that three (3) top managers of each Each Party shall serve as members name a mutually agreed upon equivalent number of a steering committee to supervise overall performance of this Agreement by each of Parties (representatives for the “Steering Committee”). Unless , which shall meet up to [**] times per calendar year, or as otherwise mutually agreed by the Parties. In the event that a Steering Committee dispute cannot be resolved, the three members such dispute shall be escalated to a senior executive of each of Pharmacyclics and Lonza. If such executives cannot resolve the dispute, either Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services pursue a resolution through a court action in accordance with the principles agreed hereinSection 16.4 below. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members primary function of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of is to ensure the next ongoing communication between the Parties and resolve any issues arising under this Agreement. In addition to the primary function described above, the Steering Committee shall also undertake the following responsibilities: · Discuss and seek resolution of issues relating to management of Manufacturing; · Agree to and monitor deadlines and milestones for the Manufacturing; · Discuss and recommend any changes to the Manufacturing (although such changes will not take effect until incorporated herein and made a part hereof by written amendment signed by both Parties). The Parties will use commercially reasonable efforts to ensure that their representatives attend each meeting and discuss events in good faith with the aim of furthering and successfully concluding the Manufacturing to be performed under this Agreement. At each meeting of the items Steering Committee, Lonza shall present to be included at Pharmacyclics [**]. If, within [**] calendar days of the agenda of such meeting. The meetings date of the Steering Committee may be conducted meeting on either which the [**] was presented to Pharmacyclics by Lonza (any such period of [**] calendar days, a face-to-face basis “Notice Period”), Pharmacyclics provides to Lonza [**]of Pharmacyclics’ desire to utilize a part or via video or telephone conference call, whichever is mutually agreed all of any [**]. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to by the Parties at least three (3) Business Days in advance omitted portions.
V. Please amend Clause 6.1 of the scheduled meetingAgreement to read as follows.
6.1 Pharmacyclics shall provide Lonza with [**] on a routine basis, or immediately if a shift in order patterns or volume is recognized by Pharmacyclics. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by [**]such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee Forecast Schedule shall be provided as soon as reasonably practicable to Lonza on the Chairman [**]. Subject to Section 6.2 below, Pharmacyclics shall be permitted to order more than the [**] and Lonza shall make commercially reasonable efforts to meet any such order. [**]. At any time, but no more than [**]under this Agreement, Pharmacyclics may increase the [**] by up to [**] and provided that it is commercially reasonable for Lonza to Manufacture the [**] in the ordinary course of Lonza’s operations [**] Lonza shall accept such increase [**] and exert its best efforts to Manufacture and supply the [**] Purchase Orders shall be submitted within [**]by facsimile or in any other written or electronic form. Each calendar year, Lonza and Pharmacyclics shall agree on the [**].
VI. Please amend Clause 6.6 of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee Agreement to read as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockfollows.
Appears in 1 contract
Sources: Commercial Manufacturing Agreement (Pharmacyclics Inc)
Steering Committee. The 4.1 With effect from the Signature Date the affairs of the Parties agree that three (3) top managers in connection with this Agreement shall be supervised on behalf of each Party shall serve as members of the Parties by a steering committee Steering Committee, subject to supervise overall performance and in accordance with the provisions of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel clause 4.
4.2 The role of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating toshall, inter alia, be to:
(ia) the identificationmonitor, prioritization coordinate and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the facilitate implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of this Agreement;
(b) consider and approve, from time to time, the performance Project Services which shall, inter alia, include:
(i) considering and approving the work plan for the Project, taking into account the matters provided for in this Agreement; and
(ii) providing for a suitable and efficient administrative process to facilitate payments in accordance with the Project Budget.
(c) facilitate communication on and address issues arising from the execution of the Project;
(d) receive and consider periodical reports compiled by Exxaro advising on the progress of the Project;
(e) monitor the achievement of the objectives related to the periodical reports referred to in 4.2(d) as contemplated in this Agreement including the Schedule of Services; and
(f) discuss the projected budgetary requirements for the Project on an ongoing basis.
4.3 Without derogating from the generality of clause 4.2, the Steering Committee shall facilitate communication and monitor progress, as applicable, with regard to matters contemplated in this Agreement and the Project Services specifically.
4.4 The Steering Committee shall provide general oversight of the terms and conditions of this Agreement and shall work in good faith to resolve any disputes arising under this Agreement as set forth under clause 12.
4.5 The Steering Committee shall stay reasonably apprised of the activities of the employees, agents and contractors of the Parties who are providing or receiving the Project Services in order to maximize efficiency in the provision and receipt of the Project Services.
4.6 The Steering Committee shall be authorized to approve any expense reasonably incurred by Exxaro pursuant to the provisions of this Agreement.
4.7 The Steering Committee may develop a Governance Framework and authorize members’ approval authority accordingly.
4.8 Without derogating from the generality of the above clauses, all communications which relate to the provision of the Project Services and pertain to the following issues shall be directed, in writing, to the Steering Committee for approval::
(a) additional expenditure or a potential loss estimated to equal or exceed R80 000; or
(b) conduct which may give rise to a breach of this Agreement or that may an agreement with a third party; or
(c) any Variation in content of the Project Services; or
(d) any Variation in manner in which the Project Services are to be necessary in order to assess provided; or
(e) any fact, matter or circumstance of significance which could have a material effect on the matters referred to it in provision of Project Services or on any provision or undertaking of this Agreement.
4.9 The composition of the event of a Steering Committee Deadlockand process to be followed shall be as set out in Schedule 1, Annexure 9.
Appears in 1 contract
Steering Committee. The Parties agree that 7.2.1 SANGAMO and BAXTER will appoint a Steering Committee comprising up to three (3) top managers of named representatives from each Party shall serve party and up to four (4) ex-officio members from each party as members of a steering committee required to supervise overall performance of this Agreement by each of Parties meet at least four (the “Steering Committee”). Unless otherwise 4) times per year or with less frequency if mutually agreed by the PartiesSteering Committee at mutually agreed locations. SANGAMO and BAXTER shall have the right to approve the other Party's nominated Steering Committee members, which approval shall not be unreasonably withheld, with the sole objective of avoiding the appearance of conflict among nominated representatives. Where matters of conflict of interest arise subsequent to a member joining the Steering Committee, the three members Steering Committee shall have the right to remove such member and the Party who such member represents will nominate a replacement.
7.2.2 The Steering Committee shall design, manage, review and direct the status and operation of each Party shall the scientific and technical activities and obligations to be performed under this Agreement and the Research Funding Agreement, including, but not limited to, (i) the Group Chief Financial Officerselection of the appropriate ZFP molecule to be pursued for pre-clinical testing, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) reviewing and approving entry into each phase of clinical development. The Steering Committee may be further called upon to assist in establishing or revising the Chief Executive Officer, workplans associated with and/or the Chief Financial Officer requirements for the preclinical testing needed for the IND submission or the manufacturing process development to be performed under this Agreement and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriateResearch Funding Agreement. The Steering Committee shall work promptly and in good faith also provide a forum for the parties to take decisions disclose any additional research data relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating toimprovements, inter aliamodifications, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating enhancements or variations to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of ZFP arising under this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to or the other members and without any delay if there is a quorum. The members Research Funding Agreement.
7.2.3 Decisions, recommendations, or approval of the Steering Committee shall notify each other in writing require an affirmative vote of two-thirds of the seated members (including by email i.e., four of six). Meetings or fax) convenings of the Steering Committee shall require the participation or attendance of at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (orCommittee.
7.2.4 Each party will be responsible for the costs of their representative's attendance, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligationsotherwise agreed. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to appoint a secretary who shall keep written records of its meetings.
7.2.5 At any time after the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shalldate of First Commercial Sale of a Licensed Product, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed disband by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockmutual agreement.
Appears in 1 contract
Steering Committee. The Parties agree that 7.2.1 SANGAMO and BAXT▇▇ ▇▇▇l appoint a Steering Committee comprising up to three (3) top managers of named representatives from each Party shall serve party and up to four (4) ex-officio members from each party as members of a steering committee required to supervise overall performance of this Agreement by each of Parties meet at least four (the “Steering Committee”). Unless otherwise 4) times per year or with less frequency if mutually agreed by the PartiesSteering Committee at mutually agreed locations. SANGAMO and BAXT▇▇ ▇▇▇ll have the right to approve the other Party's nominated Steering Committee members, which approval shall not be unreasonably withheld, with the sole objective of avoiding the appearance of conflict among nominated representatives. Where matters of conflict of interest arise subsequent to a member joining the Steering Committee, the three members Steering Committee shall have the right to remove such member and the Party who such member represents will nominate a replacement.
7.2.2 The Steering Committee shall design, manage, review and direct the status and operation of each Party shall the scientific and technical activities and obligations to be performed under this Agreement and the Research Funding Agreement, including, but not limited to, (i) the Group Chief Financial Officerselection of the appropriate ZFP molecule to be pursued for pre-clinical testing, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) reviewing and approving entry into each phase of clinical development. The Steering Committee may be further called upon to assist in establishing or revising the Chief Executive Officer, workplans associated with and/or the Chief Financial Officer requirements for the preclinical testing needed for the IND submission or the manufacturing process development to be performed under this Agreement and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriateResearch Funding Agreement. The Steering Committee shall work promptly and in good faith also provide a forum for the parties to take decisions disclose any additional research data relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating toimprovements, inter aliamodifications, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating enhancements or variations to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of ZFP arising under this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to or the other members and without any delay if there is a quorum. The members Research Funding Agreement.
7.2.3 Decisions, recommendations, or approval of the Steering Committee shall notify each other in writing require an affirmative vote of two-thirds of the seated members (including by email i.e., four of six). Meetings or fax) convenings of the Steering Committee shall require the participation or attendance of at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (orCommittee.
7.2.4 Each party will be responsible for the costs of their representative's attendance, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligationsotherwise agreed. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to appoint a secretary who shall keep written records of its meetings.
7.2.5 At any time after the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shalldate of First Commercial Sale of a Licensed Product, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed disband by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockmutual agreement.
Appears in 1 contract
Steering Committee. The Parties agree that three 6.1.1 Within five (35) top managers of days after the Effective Date, each Party shall serve as members appoint two (2) representatives of appropriate seniority and experience to a steering committee with responsibility for: (a) acting as a first-level forum for discussing and seeking to supervise overall performance resolve any disputes related to this Agreement, including any operational or technical issues faced by a Party as a result of this the other Party’s use of the Ligado L-band MSS Spectrum or Ligado L-band Assets but other than any disputes related to any Financial Report (which shall be addressed according to the provisions of Section 8.3); (b) overseeing Ligado’s progress towards terminating any Commercial Agreements pursuant to Section 2.1.1(b) and discussing any technical requirements or issues with transitioning any counterparties using capacity on the Ligado GEO Satellites under any Commercial Agreement off such capacity; (c) discussing the status of the Takings Litigation and the Inmarsat Litigation and the potential resolution of either of them (in a manner that preserves attorney-client privilege, attorney work product protection or other legal privilege); and (d) the matters described in Section 2.2, Section 2.3, and Sections 6.2 and any other matters agreed by each of the Parties (the “Steering Committee”), in each case, subject to compliance with applicable law. Unless otherwise agreed by the PartiesWithout each Party’s prior written consent, the three members steering committee shall not make any determination or take any action that is inconsistent with the terms of each Party this Agreement.
6.1.2 Each Party’s representatives on the Steering Committee shall be authorized to make decisions on behalf of such Party with respect to the day-to-day implementation and overall management of this Agreement (but not to amend this Agreement). Either Party may (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with within five (5) Business Days prior after the nomination of Steering Committee representatives by the other Party, provide written notice to the other members Party to object to its nominated representatives on the Steering Committee if such nominated representatives do not reasonably have the appropriate seniority, experience or authority to serve on the Steering Committee (and without any delay if there is a quorum. The members disputes regarding nominated representatives shall be resolved in accordance with the dispute resolution provisions in Section 13.2) and (ii) replace one or more of its representatives on the Steering Committee at any time by written notice to the other Party’s representatives; provided, that the Steering Committee shall notify at all times be comprised of an equal number of Ligado and SpectrumCo representatives, unless otherwise agreed to by the Parties in writing.
6.1.3 The Steering Committee shall meet at least once per quarter during the Term, unless otherwise agreed by both Parties. Meetings may be held in person or via telephone or videoconference as may be agreed by the Steering Committee members. The Parties shall be jointly responsible for convening meetings of the Steering Committee, agreeing the dates, times, and places of the meetings, and compiling and distributing relevant information, agendas, and other similar materials in advance of each other in writing (including by email or fax) such meeting. Meetings shall be held on at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference callDays’ notice, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of except where all the members of the Steering Committee (oragree otherwise. In the event of an issue of a serious nature arising in respect of any obligations relating to this Agreement, as each Party shall have the case may be, their respective deputies). No action may be taken at any right to convene an emergency meeting of the Steering Committee unless a quorum is presenton no less than forty-eight (48) hours’ notice to the members thereof. A quorum of the Each Party shall ensure that its Steering Committee shall consist of four (4) members, including two (2) members representatives (or their deputiesalternatives) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of are available at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours reasonable times and on reasonable advance noticenotice in accordance with this Section 6.1.3. The feesSteering Committee meetings shall only be held if an equal number of representatives from each Party are in attendance (including virtually), expenses and costs of the Advisors shall be borne equally unless waived by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared Party represented by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockfewer representatives.
Appears in 1 contract
Sources: Strategic Collaboration and Spectrum Usage Agreement (AST SpaceMobile, Inc.)
Steering Committee. The Parties agree that three (3) top managers of each Party shall serve as members of a steering committee to supervise overall performance Within 15 days after the execution of this Agreement by each of Parties Agreement, Seller and Buyers shall establish a joint migration committee (the “Steering Committee”). Unless otherwise agreed by ) with the Partiespurpose of, the three members of each Party shall be without limiting any other rights or obligations under this Agreement: (i) sharing information on any restrictive covenant pursuant to Section 5.2.2 and matters of the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and Section 5.2.6; (ii) sharing information on the Chief Executive OfficerAntitrust Approval submission filing pursuant to Section 5.1.1; (iii) acting as the channel of communication and access by Buyers, under the Chief Financial Officer Steering Committee’s coordination and supervision, to the General Counsel key individuals of the Company. Each Party shall also appoint one deputy , for each the purposes of its members preparing the first day after Closing from an operational perspective; (iv) sharing information on the Steering Committee. The timeline and progress of the Conditions Precedent, and clarifying any queries that the Parties may mutually agree upon replacements of such members from time have in that respect (“Transition”); and (v) sharing information and negotiating the New Adherence Convention pursuant to time during the Term as appropriateSection 5.8.2. The Steering Committee shall work promptly be composed of up to 7 members, being 2 members indicated by Seller, 2 members indicated by Company and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverablesremaining 3 members indicated by Buyers, and will meet, remotely or in person, on a reasonably regular basis as appropriate to this end (iii) resolving any potential disagreements relating to the Fee for Services in accordance at least twice a month, with the principles agreed hereinfirst meeting occurring within 30 days after the date hereof). The Steering Committee shall meet whenever necessary have no decision-making powers and no less than once a month during shall function only to share information between the first three (3) months following Parties and the execution date of this Agreement and no less than once quarterly thereafterCompany.
5.8.1. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice Notwithstanding anything to the other members and without contrary provided herein, no information sharing shall be permitted to the extent that it would be in violation of any delay if there applicable Law of any Antitrust Authority, except, in any case, with respect to lawyer-to-lawyer exchange of information or information which is conveyed to a quorumBuyers’ “clean team” (“Forbidden Exchange of Information Undertaking”). The members of For clarification purposes, all information shared through the Steering Committee shall notify each other in writing be subject to the confidentiality provisions under Section 9.1.
5.8.2. With due regard to the Forbidden Exchange of Information Undertaking, and for purposes of item (including by email or faxv) at least five (5) Business Days ahead of Section 5.8 above, the next Steering Committee meeting shall, and the Parties shall endeavor their reasonable best efforts to cause the Steering Committee to, discuss whether or not the Companies will remain in Ultraprev’s benefit supplementation plan (“Ultraprev’s Benefit Plan”) and negotiate either an amendment to the Companies’ adherence convention (convênio de adesão) (“New Adherence Convention”), in case the Steering Committee finds it necessary and upon the amendment of Ultraprev’s bylaws to adjust the items to definition of sponsor; or a Sponsorship Withdrawal Term (which shall be included at timely prepared under the agenda of such meeting. The meetings supervision of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference callCommittee, whichever is mutually agreed to by and the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of shall timely provide all necessary information), if the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable are unable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes reach an agreement on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee DeadlockNew Adherence Convention.
Appears in 1 contract
Steering Committee. The Parties agree that three (3) top managers Within [...***...] of each Party shall serve as members the Effective Date, the parties will establish a joint steering committee, which will be made up of a steering committee to supervise overall performance of this Agreement by each of Parties representatives from the parties (the “Steering Committee”). Unless otherwise agreed by The Steering Committee will manage the Parties, the three members of each Party shall be Collaborative Program and will (i) provide strategic direction and performance criteria for the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and Collaborative Program; (ii) direct the Chief Executive Officer, the Chief Financial Officer and the General Counsel efforts of the CompanyCollaborative Program and monitor progress and communicate status of the Collaborative Program; (iii) facilitate the cooperation between the parties; (iv) approve the achievement of milestones, and (v) continue to communicate following the Collaborative Period regarding the development and commercialization of Products. The Steering Committee will consist of two (2) representatives designated by Senomyx and two (2) representatives designated by Firmenich. Steering Committee members may delegate their voting powers to delegates from their respective companies. Each Party member of the Steering Committee will have one (1) vote. The Steering Committee will meet at least four (4) times per year, unless otherwise agreed, during the Collaborative Period, and thereafter from time to time, using mutually agreed upon meeting locations and formats including teleconferencing and videoconferencing. Each party shall also appoint one deputy for each bear its own expenses relating to the meetings and activities of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time Senomyx will prepare and deliver to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies)minutes of such meetings for review and approval by both parties. No action may be taken at any meeting Decisions of the Steering Committee unless will be made by unanimous vote, at a quorum is present. A quorum of the Steering Committee shall consist of meeting where all four (4) membersvoting representatives are represented, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (orconsent. All unresolved disputes will be settled in accordance with Section 17.4, or as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee otherwise mutually agreed in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockwriting.
Appears in 1 contract
Sources: Collaborative Research, Development, Commercialization and License Agreement (Senomyx Inc)
Steering Committee. The Parties agree that three (3a) top managers A Steering Committee (STEERING COMMITTEE) shall be responsible for day-to-day management of each Party Program. The Steering Committee shall serve as consist of four members, two members of a steering committee to supervise overall performance of this Agreement be appointed by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three NeoGenesis and CUSTOMER and such members of each Party shall may be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Companyappointed on a Target-by-Target basis. Each Party shall also appoint one deputy for each party may with notice to the * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. other substitute any of its members serving on the Steering Committee. The Parties may mutually agree upon replacements initial CUSTOMER members shall be [*] and [*] and the initial NeoGenesis members shall be ____________ and ____________. Each member of such members the Steering Committee will have one vote and all decisions of the Steering Committee will be [*].
(b) The Steering Committee shall be responsible for the management and conduct of the Program and shall in particular: (i) consider, review and amend the Program from time to time during in such manner as may be appropriate; (ii) monitor progress of the Term as appropriate. Program; (iii) report regularly to the management of both parties upon the progress of the Program; (iv) be the initial medium for transfer of information between the parties; and (v) approve the allocation of FTEs for Program services beyond those specified in paragraphs 1-7 and 9 of ATTACHMENT A (i.e., optimization of [*] Selected Compounds to a Kd value of [*] and one round of optimization on [*] Selected Compounds).
(c) The Steering Committee shall work promptly and hold meetings as mutually agreed by the parties (but in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no event less than once a month during the first three (3) months following times during the execution date of this Agreement and no less than once quarterly thereafterScreening Period) to review the Program. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee first meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable held within forty-five (45) days of each Target being designated and shall be held in Cambridge, MA. Thereafter, meetings may be held by telephone or video conference if requested by either party in writing to the Chairman other, PROVIDED THAT the parties shall meet in person at least two (2) times during the Screening Period. Minutes of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members all meetings setting forth decisions of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access relative to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report Screening Program shall be prepared by the host party and circulated to both parties within fifteen (15) days after each meeting, but minutes shall not become official until approved by both parties (which approval the parties shall use reasonable efforts to give within thirty (30) days of receipt of such minutes).
(d) The quorum for Steering Committee and meetings shall be transmitted to the two, provided there are at least one member from each of NeoGenesis and CUSTOMER present. The Steering Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreementwill render decisions [*]. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to Disagreements among the Steering Committee during regarding the previous quarter and the solution Program will be resolved via good-faith discussions; PROVIDED, that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockdisagreement that cannot be resolved within thirty (30) days after the date on which the disagreement arose, the matter shall be referred to CUSTOMER's Vice President Research and NeoGenesis's Chief Scientific Officer or their respective designees. Thereafter, if any such disagreement is not resolved within sixty (60) days, then CUSTOMER shall have the right to make the final decision.
Appears in 1 contract
Sources: Screening and Analysis Services Agreement (Neogenesis Pharmaceuticals Inc)
Steering Committee. 4.1. The Parties agree that three (3) top managers of each Party shall serve as members of set up a steering committee to supervise overall performance for the management of this Agreement by each the SP, which shall also serve as the Board of Parties Directors of the SP (the “"Steering Committee”"). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate.
4.2. The Steering Committee shall work promptly and be composed of five (5) representatives consistent with the Board of Directors or that the Board of Directors may separately designtate from time to time as necessary. Each Party shall be entitled to replace its member(s) after informing the other Parties in good faith writing. Each Party will appoint by written notice to take the other Party the said representatives. The members shall be nominated by the Parties prior to the first Steering Committee Meeting.
4.3. All management decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating toSP shall be taken unanimously by the Steering Committee.
4.4. As a general rule, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once (in person and/or via phone or video conference) at least annually, unless agreed otherwise. Any Party who wishes to summon a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened meeting, shall give the other members of the Steering Committee at any time by any member with least five (5) Business Days prior calendar days' notice of meetings and shall also fix the date, time, place and agenda with the relevant data and documents to be approved, attached to the agenda.
4.5. At the meeting of the Steering Committee, other representatives of the Parties or legal counsels may be present without a voting right, so that information is more complete and taking resolutions is more constructive, provided their attendance is communicated in advance.
4.6. One member appointed by the majority equity holder in SP shall serve as chairman of the Steering Committee.
4.7. Each member of the Steering Committee shall have one vote.
4.8. The resolutions of the Steering Committee shall be recorded in minutes and will be sent (by Email) to all members of the Steering Committee within one week. Such minutes shall be deemed to have been approved by the Steering Committee if no objections are raised within a period of fourteen (14) calendar days after receipt thereof.
4.9. In urgent cases, a unanimous decision of the Steering Committee may also be reached by e-mail or fax initiated by the Chairman and, on the occasion of the following Steering Committee meeting, such decision shall be ratified and without any delay if there is a quorumincluded in the minutes.
4.10. The members of the Steering Committee shall notify each other will not receive any remuneration, except as may otherwise be agreed in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee DeadlockParties.
Appears in 1 contract
Steering Committee. The 5.1 Within *** (***) Business Days after the Effective Date, the Parties agree that three (3) top managers of each Party shall serve as members of will form a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by , which will oversee each Party’s conduct of its respective obligations under the Parties, Program and to serve as a forum for the three members of each Party shall be (i) Parties to discuss any issues that may arise under this Agreement during the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Term.
5.2 Each Party shall also appoint one deputy will designate at least *** (***) representatives for each of its members membership on the Steering Committee. The Parties Each Party may mutually agree upon replacements change *** or *** of such members its representatives to the Steering Committee at *** time. In addition, each Party may from time to time during the Term as appropriate. The and in its sole discretion include non-voting ad-hoc representatives to participate in Steering Committee shall work promptly and in good faith meetings to take decisions relating to address specific issues. A *** member will chair the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, Steering Committee. Each Party will have one (i1) vote on each matter brought before the identification, prioritization and monitoring Steering Committee.
5.3 The first meeting of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary will be face to face at a location agreed to by the Parties and no less than once a month during the first three will occur within *** (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5***) Business Days prior notice to after the other Effective Date. Thereafter, the meetings will be held at least once every *** or more or less frequently as the Steering Committee members and without any delay if there is a quorummay agree. The location of such meetings will alternate between sites *** and ***, unless otherwise agreed upon by the Parties. Steering Committee meetings need not necessarily be face to face but, upon the agreement of the Parties, can be via other methods of communication such as teleconferences and/or videoconferences. Each Party will bear all expenses it incurs in regard to participating in all Steering Committee meetings, including, without limitation, traveling and living expenses.
5.4 Minutes of the Steering Committee will be prepared by the chair or his/her designee. Draft minutes shall be sent to all members of the Steering Committee shall notify each other in writing within *** (including by email or fax) at least five (5***) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such after each meeting. The meetings of the Steering Committee may draft minutes shall be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to edited by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all chair based on comments from the members of the Steering Committee (or, as and shall be distributed to the case may be, their respective deputies). No action may be taken at any members prior to the next meeting of the Steering Committee unless a quorum is presentCommittee. A quorum All records of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must at all times be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable available to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. both Parties.
5.5 The Steering Committee may appoint delegate its responsibilities to any one or more persons that are not subcommittees, each of which shall have an equal number of members from GSK and Eurand. Any disputes between the members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall any subcommittees will be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred submitted to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to for resolution in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockaccordance with Section 5.6.
Appears in 1 contract
Steering Committee. The Parties agree that three (3) top managers Within […***…] of each Party shall serve as members the Effective Date, the parties will establish a joint steering committee, which will be made up of a steering committee to supervise overall performance of this Agreement by each of Parties representatives from the parties (the “Steering Committee”). Unless otherwise agreed by The Steering Committee will manage the Parties, the three members of each Party shall be Collaborative Program and will (i) provide strategic direction and performance criteria for the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and Collaborative Program; (ii) direct the Chief Executive Officer, the Chief Financial Officer and the General Counsel efforts of the CompanyCollaborative Program and monitor progress and communicate status of the Collaborative Program; (iii) facilitate the cooperation between the parties; (iv) approve the achievement of milestones, and (v) continue to communicate following the Collaborative Period regarding the development and commercialization of Products. The Steering Committee will consist of two (2) representatives designated by Senomyx and two (2) representatives designated by Firmenich. Steering Committee members may delegate their voting powers to delegates from their respective companies. Each Party member of the Steering Committee will have one (1) vote. The Steering Committee will meet at least four (4) times per year, unless otherwise agreed, during the Collaborative Period, and thereafter from time to time, using mutually agreed upon meeting locations and formats including teleconferencing and videoconferencing. Each party shall also appoint one deputy for each bear its own expenses relating to the meetings and activities of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time Senomyx will prepare and deliver to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies)minutes of such meetings for review and approval by both parties. No action may be taken at any meeting Decisions of the Steering Committee unless will be made by unanimous vote, at a quorum is present. A quorum of the Steering Committee shall consist of meeting where all four (4) membersvoting representatives are represented, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (orconsent. All unresolved disputes will be settled in accordance with Section 17.4, or as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee otherwise mutually agreed in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockwriting.
Appears in 1 contract
Sources: Collaborative Research, Development, Commercialization and License Agreement (Senomyx Inc)
Steering Committee. The Parties agree that three (3a) top managers of each Party MITEK and ANIKA shall serve as members of establish a steering committee to supervise overall performance of this Agreement by each of Parties Steering Committee (the “Steering Committee”)) consisting of four (4) members. Unless otherwise agreed Each of MITEK and ANIKA shall appoint two (2) individuals to serve on the Steering Committee.
(b) Within thirty (30) days after the execution and delivery of this Agreement by the both Parties, the three members of ANIKA and MITEK shall each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members initial representatives to serve on the Steering Committee. The Parties Each Party may mutually agree change its representatives upon replacements of such members from time notice to time during the Term as appropriate. other Party.
(c) The Steering Committee shall work promptly and in good faith to take decisions relating to be chaired by one representative of either ANIKA or MITEK for each successive twelve (12) month period during the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring Term of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverablesthis Agreement, and the chair shall alternate between the Parties. During the first twelve (iii12) resolving any potential disagreements relating to month period, the Fee for Services in accordance with the principles agreed herein. Steering Committee shall be chaired by a representative of MITEK.
(d) The Steering Committee shall meet whenever necessary and no less than once a month at least two (2) times each year during the first three (3) months following the execution date Term of this Agreement Agreement, at such dates and no less than times as agreed to by the Parties, with the intention that the meetings should occur at least once quarterly thereafterduring each Calendar Quarter. Meetings in person shall alternate between the offices of the Parties or such other place as may be mutually agreed upon by the Parties. The Steering Committee can may also convene or be convened at any polled or consulted from time to time by any means of telecommunications or correspondence, and members will be deemed “present” at “meetings” for purposes of this Article 14 if participating by such means. All decisions made or actions taken by the Steering Committee shall require the affirmative vote of a majority of its entire membership. A quorum for a meeting shall require at least one ANIKA member with five and at least one MITEK member.
(5e) Business Days prior notice to the other members The duties and without any delay if there is a quorum. The members responsibilities of the Steering Committee shall notify each include: (i) reviewing and commenting on any Development being conducted by MITEK; (ii) reviewing and commenting on development relating to Licensed Product being conducted by ANIKA outside the Territory; (iii) review and comment on marketing and sales activities being carried out by MITEK in the Territory including trademark and website issues, including review of an annual marketing plan; (iv) review and comment on marketing and sales activities being conducted by ANIKA outside the Territory; and (v) review and discuss any manufacture and supply issues that may arise. In connection with any meeting of the Steering Committee, the Parties will endeavor to provide to the other Party all materials in writing (including by email or faxconnection with this Article 14(e) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda in advance of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlock.
Appears in 1 contract
Steering Committee. The Parties agree that three (3a) top managers To facilitate the Manufacture of Product hereunder, Manufacturer and Principal shall each Party shall within 30 days of the Effective Date nominate representatives from their respective employees, full time consultants or Affiliates to a Steering Committee (the "Steering Committee") to serve as members of a steering committee in an advisory capacity with respect to supervise overall performance of their respective obligations under this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be to (i) review manufacturing operations for the Group Chief Financial Officerpurpose of considering, proposing and developing improvements to the Chief Innovation ordering and Operating Officer manufacturing process and to the Chief Legal Officer of Nokia way the parties communicate and interact, (ii) the Chief Executive Officerconsider strategic planning and facilitate manufacturing operations, the Chief Financial Officer (iii) provide ongoing advisory services with respect to manufacturing services hereunder, and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time (iv) attempt to time during the Term as appropriateresolve amicably any disputes arising between Manufacturer and Principal with respect to day-to-day operations. The Steering Committee is intended to provide a mechanism to ▇▇▇▇▇▇ a better working relationship between the parties. Except as otherwise expressly provided herein, the Steering Committee shall work promptly not have any authority or responsibility hereunder or require any matter to be brought (and no party shall be required to bring any matter) before the Steering Committee prior to pursuing any available remedy. Furthermore, no action of the Steering Committee shall conflict or be inconsistent with the terms of this Agreement absent an amendment to this Agreement agreed to by the parties in good faith writing.
(b) Manufacturer and Principal shall appoint as members of the Steering Committee a reasonable number of suitably qualified and experienced representatives of each of Manufacturer and Principal and shall each designate one member appointed by it to take decisions relating be the principal contact in relation to the products portfolio as set forth in Section 8.5 day to day management of and address administration of this Agreement. Each of Manufacturer and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating Principal shall appoint no more than four persons to the Fee for Services in accordance with the principles agreed herein. Steering Committee.
(c) The Steering Committee shall meet whenever necessary at regular intervals on such dates and no less than once a month during the first three (3) months following the execution date of this Agreement at such locations as may be agreed upon by Manufacturer and no less than once quarterly thereafterPrincipal, by video or telephone conference. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of In particular, the Steering Committee shall notify each other in writing (including by email or fax) strive to meet at least five (5) Business Days ahead once per quarter, but in any event shall meet no less than twice per year during the term of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually this Agreement unless otherwise agreed to by the Parties at least three (3) Business Days in advance of the scheduled meetingManufacturer and Principal. The Steering Committee may also act without meet upon 15 days' written request by either Manufacturer or Principal, should circumstances necessitate such a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlock.
Appears in 1 contract
Steering Committee. The Parties agree that three (3a) top managers of each Party shall serve as members of a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the A Steering Committee (or, as the case may be, their respective deputies). No action may STEERING COMMITTEE) shall be taken at any meeting responsible for oversight of the Steering Committee unless a quorum is presentProgram. A quorum of the The Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia to be appointed by each of NeoGenesis and two (2) Tularik, except as otherwise provided in Section 4A.7. Each party may, with notice to the other, substitute any of its members (or their deputies) representing serving on the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each PartySteering Committee. The initial Tularik members shall be [*] and [*] and the initial NeoGenesis members shall be [*] and [*]. Tularik shall have the right to appoint one of its members to be the chairperson of the Steering Committee.
(b) The Steering Committee shall formalize in writing be responsible for the minutes management and conduct of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of Program and shall in particular: (i) consider, review and amend ATTACHMENT A from time to time in such manner as may be appropriate; PROVIDED, that the Steering Committee may not amend ATTACHMENT A in a manner that would conflict with the time period for designating Designated Screening Compounds specified in Section 2.8 or the time period for designating Designated Shared Compounds specified in Section 4A.1 or the obligations specified in the last sentence of Section 2.5(b), in each case without the prior written agreement of both Tularik and NeoGenesis; (orii) monitor progress of the Program; (iii) report regularly to the management of both parties upon the progress of the Program; (iv) be the conduit for transfer of information between the parties; and (v) conduct such other activities as set forth in Section 4A.
(c) The Steering Committee shall hold meetings as mutually agreed by the parties (but in no event less than eight (8) times during the term of the Screening Program if the parties enter into the Expanded Collaboration, as unless mutually agreed by the case may be, their respective deputiesparties) as per to review the previous paragraphProgram. The minutes of the meetings, and the decisions, first meeting of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman held within forty five (45) days of the Committee Effective Date and shall be held in Cambridge, Massachusetts. Thereafter, meetings may be held by telephone or video conference, PROVIDED THAT the parties shall meet in person at least two (2) times during the Screening Program. Minutes of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members all meetings setting forth decisions of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access relative to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report Program shall be prepared by the host party and circulated to both parties within twenty five (25) days after each meeting, but minutes shall not become official until approved by both parties (which approval the parties shall use reasonable efforts to give within thirty (30) days of receipt of such minutes). * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
(d) The quorum for Steering Committee and meetings shall be transmitted to the two (2) members, provided there is at least one member from each of NeoGenesis and Tularik present. The Steering Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreementwill render decisions [*]. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to Disagreements among the Steering Committee during regarding the previous quarter and the solution Program will be resolved via good-faith discussions; PROVIDED, that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockdisagreement that cannot be resolved within thirty (30) days after the date on which the disagreement arose, the matter shall be referred to Tularik's Chief Executive Officer and NeoGenesis's Chief Executive Officer or their respective designees. Thereafter, if any such disagreement is not resolved within forty five (45) days, then Tularik will have the right to make the final decision, unless it is otherwise expressly provided in Section 4A that a particular decision [*].
Appears in 1 contract
Steering Committee. The Parties agree that three (3a) top managers A Steering Committee (STEERING COMMITTEE) shall be responsible for day-to-day management of each Party Program. The Steering Committee shall serve as consist of four members, two members of a steering committee to supervise overall performance of this Agreement be appointed by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three NeoGenesis and CUSTOMER and such members of each Party shall may be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Companyappointed on a Target-by-Target basis. Each Party shall also appoint one deputy for each party may with notice to the *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. other substitute any of its members serving on the Steering Committee. The Parties may mutually agree upon replacements initial CUSTOMER members shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and the initial NeoGenesis members shall be ____________ and _____________. Each member of such members the Steering Committee will have one vote and all decisions of the Steering Committee will be by unanimous agreement.
(b) The Steering Committee shall be responsible for the management and conduct of the Program and shall in particular: (i) consider, review and amend the Program from time to time during in such manner as may be appropriate; (ii) monitor progress of the Term as appropriate. Program; (iii) report regularly to the management of both parties upon the progress of the Program; (iv) be the initial medium for transfer of information between the parties; and (v) approve the allocation of FTEs for Program services beyond those specified in paragraphs 1-7 and 9 of ATTACHMENT A (i.e., optimization of [*] Selected Compounds to a Kd value of [*] and one round of optimization on [*] Selected Compounds).
(c) The Steering Committee shall work promptly and hold meetings as mutually agreed by the parties (but in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no event less than once a month during the first three (3) months following times during the execution date of this Agreement and no less than once quarterly thereafterScreening Period) to review the Program. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee first meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable held within forty-five (45) days of each Target being designated and shall be held in Cambridge, MA. Thereafter, meetings may be held by telephone or video conference if requested by either party in writing to the Chairman other, PROVIDED THAT the parties shall meet in person at least two (2) times during the Screening Period. Minutes of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members all meetings setting forth decisions of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access relative to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report Screening Program shall be prepared by the host party and circulated to both parties within fifteen (15) days after each meeting, but minutes shall not become official until approved by both parties (which approval the parties shall use reasonable efforts to give within thirty (30) days of receipt of such minutes).
(d) The quorum for Steering Committee and meetings shall be transmitted to the two, provided there are at least one member from each of NeoGenesis and CUSTOMER present. The Steering Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreementwill render decisions by unanimous vote. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to Disagreements among the Steering Committee during regarding the previous quarter and the solution Program will be resolved via good-faith discussions; PROVIDED, that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockdisagreement that cannot be resolved within thirty (30) days after the date on which the disagreement arose, the matter shall be referred to CUSTOMER's Vice President Research and NeoGenesis's Chief Scientific Officer or their respective designees. Thereafter, if any such disagreement is not resolved within sixty (60) days, then CUSTOMER shall have the right to make the final decision.
Appears in 1 contract
Sources: Confidentiality Agreement (Neogenesis Pharmaceuticals Inc)
Steering Committee. (a) Within thirty (30) days after the date of this Agreement, the Parties shall form a Steering Committee consisting of an equal number of representatives of each Party. The Parties agree that Steering Committee shall have general authority over the strategic direction and overall management of the Product Development Plan and shall operate and have the further authority described in this Section 4.2.
(b) ACTII and Amylin shall each appoint three (3) top managers of each Party shall representatives as their representatives to serve as members of a steering committee to supervise overall performance of this Agreement by each of Parties (on the “Steering Committee”). Unless A Party may change its representatives from time to time by giving written notice to the other Party.
(c) The Steering Committee shall generally meet at such times as it may decide and at least once per calendar quarter. The location of Steering Committee meetings shall alternate between ACTII’s offices and Amylin’s offices unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed hereinfirst meeting being held at Amylin’s office. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date Minutes of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, setting forth decisions of the Steering Committee shall be provided as soon as reasonably practicable prepared by the Party hosting the meeting. Minutes will become official when agreed to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member all members of the Steering Committee. The Each Party will bear all expenses associated with attendance of its representatives at meetings. If the Steering Committee members all agree, a meeting may appoint one or more persons that are not members be held by telephone.
(d) Decisions of the Steering Committee as secretaries for shall be made by unanimous vote, with each meetingmember having one vote. The Steering Committee may decide to appoint Advisors to assist If the Steering Committee is unable to reach a unanimous vote on any issue, the issue shall be referred to the President of ACTII (or successor position), and the Vice President of Corporate Development of Amylin (or successor position) for resolution. These individuals shall, as soon as practicable, attempt in performing its obligationsgood faith to decide the issue. If the issue is not decided within fifteen (15) days after it has been referred to such individuals, it shall be referred to Amylin’s Chief Executive Officer (or successor position), who shall make the final decision regarding such issue.
(e) Within fifteen (15) days after the receipt of the proposed Product Development Plan or any amendments thereto from the Project Working Team or any appeals of decisions of the Project Working Team, the Steering Committee shall meet to consider approval of such plan or amendments, or appeal of such decision, as applicable. The Steering Committee shall ensure periodically review the Product Development Plan from a strategic perspective, the status of efforts to implement it and to make any changes to it that both Parties and their relevant Subsidiaries may have access it deems necessary to accomplish the work performed by such Advisorspurpose of this Agreement. The Steering Committee shall ensure full cooperation with also settle any disputes among the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee DeadlockProject Working Team.
Appears in 1 contract
Steering Committee. The 2.1. Upon execution of this Agreement, the Parties agree that three (3) top managers of each Party shall serve as members of will promptly establish a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”)) to perform the functions specifically assigned to the Steering Committee under this Agreement. Unless otherwise agreed The Steering Committee will be comprised of an equal number of members from each Party, initially four (4) in total, all of whom are and shall be full time employees of the appointing Party. Each Party may, in its sole discretion, replace its assigned representatives at any time as necessary, by providing written notice to the other Party of such change.
(a) The Steering Committee will (i) provide general oversight regarding the Parties’ performance of their respective obligations under this Agreement; (ii) review metrics regarding key performance indicators such as order fulfilment and on-time delivery; (iii) review and respond to Change Order Requests, as more particularly described in Section 4.15; (iv) attempt to resolve any disputes between the Parties, as more particularly described in Section 25.2; (v) act as the point of information exchange between the Parties; and (vi) make any other decisions expressly assigned to the Steering Committee by this Agreement and perform other functions as appropriate to further the purposes of this Agreement as allocated to it in writing by the Parties. Each Party will use good faith efforts to facilitate and assist the efforts of the Steering Committee.
(b) All decisions of the Steering Committee shall be made by unanimous consent and documented in writing. In the event the Steering Committee is unable to reach agreement on a matter within the Steering Committee’s authority, the three members issue shall be resolved by first escalating the matter to a senior executive of each Party Party, and then following the dispute resolution provisions in Section 25.2.
(c) The Steering Committee shall meet at least every twelve (12) months during the term of this Agreement, and such annual meetings shall be (i) in-person unless otherwise agreed upon by the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel Steering Committee. The location of the Companyannual meetings of the Steering Committee to be held in-person shall alternate between the reasonable locations selected by each Party. Each Party shall also appoint one deputy for each bear all the expenses of its members representatives on the Steering Committee. The Parties Either Party may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members call additional meetings of the Steering Committee shall notify each (which may be by telephone or video conference) by providing written notice of the meeting to the other in writing (including by email or fax) Party at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda in advance of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all provided that the members of the Steering Committee (or, as may waive the case may be, their respective deputies). No action may be taken notice requirement at any meeting time. Responsibility for keeping the minutes of Steering Committee meetings shall alternate between COMPANY and ORION.
(d) Other than with respect to approving Change Order Requests, the Steering Committee unless a quorum is present. A quorum of does not have the Steering Committee shall consist of four (4) members, including two (2) members (authority to amend or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation waive compliance with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlock.
Appears in 1 contract
Sources: Contract Manufacturing Agreement (Pelthos Therapeutics Inc.)
Steering Committee. (a) A Steering Committee (STEERING COMMITTEE) shall be responsible for the day-to-day management of the Program. The Parties agree that three (3) top managers Steering Committee shall consist of each Party shall serve as four members, two members of a steering committee to supervise overall performance of this Agreement be appointed by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation NeoGenesis and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the CompanyOGS. Each Party shall also appoint one deputy for each party may with notice to the other substitute any of its members serving on the Steering Committee. The Parties may mutually agree upon replacements initial OGS members shall be [*] and [*] and the initial NeoGenesis members shall be [*] and [*]. Each member of such members the Steering Committee will have one vote and all decisions of the Steering Committee will [*].
(b) The Steering Committee shall be responsible for the management and conduct of the Program and shall in particular: (i) consider, review and amend the Program from time to time during in such manner as may be appropriate; (ii) monitor progress of the Term as appropriate. Program; (iii) report regularly to the management of both parties upon the progress of the Program; and (iv) be the initial medium for transfer of information between the parties.
(c) The Steering Committee shall work promptly and hold meetings as mutually agreed by the parties (but in good faith no event less than quarterly during the Research Term) to take decisions relating to review the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed hereinProgram. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members meeting of the Steering Committee shall notify each other be held within forty-five (45) days of the Effective Date and shall be held in Cambridge, MA. Thereafter, meetings may be held by telephone or video conference if requested by either party in writing to the other, PROVIDED THAT the parties shall meet in person at least two (including by email or fax2) times a year during the Research Term. The party hosting the meeting shall circulate an agenda at least five (5) Business Days ahead of the next Steering Committee meeting of the items business days prior to be included at the agenda of such a meeting. The Minutes of all meetings setting forth decisions of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable relative to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report Screening Process shall be prepared by the host party and circulated to both parties within fifteen (15) days after each meeting, but minutes shall not become official until approved by both parties (which approval the parties shall use reasonable efforts to give within thirty (30) days of receipt of such minutes).
(d) The quorum for Steering Committee and meetings shall be transmitted to the Committee two, provided that at least one member from each of Independent Directors NeoGenesis and the Nokia Board for information purposes on the implementation of this AgreementOGS is present. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to Disagreements among the Steering Committee during regarding the previous quarter and the solution Program will be resolved via good-faith discussions; PROVIDED, that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockdisagreement that cannot be resolved within thirty (30) days after the date on which the disagreement arose, the matter shall be referred to between OGS's Chief Executive Officer and NeoGenesis's Chief Executive Officer or their respective designees. Thereafter, if any such disagreement is not resolved within sixty (60) days, then OGS shall have the right to make the final decision.
Appears in 1 contract
Sources: Screening and Analysis Services Agreement (Neogenesis Pharmaceuticals Inc)
Steering Committee. The Parties agree that three No later than ten (310) top managers days after the Effective Date, the parties will establish a joint Steering Committee, which will be made up of each Party shall serve as members of a steering committee to supervise overall performance of this Agreement by each of Parties representatives from the parties (collectively the “Steering Committee”). Unless otherwise agreed by The Steering Committee will manage the Parties, the three members of each Party shall be Collaborative Program and will (i) provide strategic direction and performance criteria for the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and Collaborative Program; (ii) the Chief Executive Officer, the Chief Financial Officer monitor progress and the General Counsel communicate status of the CompanyCollaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; (iv) approve the achievement of milestones; and, (v) continue to communicate following the Collaborative Period regarding the development and commercialization of Products. The Steering Committee will consist of two (2) representatives designated by Senomyx and two (2) representatives designated by Nestlé. Subject to the quorum requirements below, permanent Steering Committee members may delegate their voting powers to delegates from their respective companies. Each Party member of the Steering Committee will have one (1) vote. The Steering Committee will first meet no later than thirty (30) days after the Effective Date and at least four (4) times per year during the Collaborative Period using mutually agreed upon meeting locations and formats including teleconferencing and videoconferencing. Each party shall also appoint one deputy for each bear its own expenses relating to the meetings and activities of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time During the Collaborative Period, Senomyx will promptly prepare and deliver to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies)minutes of such meetings for review and approval by both parties. No action may be taken at any meeting Decisions of the Steering Committee unless will be made by unanimous vote, at a quorum is meeting where all four voting representatives are present. A quorum minimum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia Steering Committee members, one from each of Nestlé and two (2) members (or their deputies) representing the Company. Any action by such quorum Senomyx, must be approved by a simple majority, including the vote of present at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one One (1) permanent member from each of Nestlé and Senomyx must be present to constitute a quorum. Subject to the quorum requirements in this Section, each member (or more persons that are not members an authorized representative) of the Steering Committee as secretaries must be represented at each meeting either in person, or by a mutually agreed upon format including teleconferencing and videoconferencing, for a quorum to be constituted. In addition, each meeting. The permanent Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed member must attend at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time least fifty percent (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, 50%) of the Steering Committee and more generallymeetings. All unresolved disputes will be settled in accordance with Section 17.4, to any information, data or documents, including audit report, work product of the Expert referred to as otherwise mutually agreed upon in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockwriting.
Appears in 1 contract
Sources: Collaborative Research and License Agreement (Senomyx Inc)
Steering Committee. The Parties agree that three (3) top managers of each Party shall serve as members of a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. 5.1 The Steering Committee shall work promptly consist of one nominated representative from the Coordinator, each Principal Contractor and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverablesAssistant Contractor, and (iii) resolving any potential disagreements relating the Commission.
5.2 Steering Committee meetings shall be held periodically, at least once per six months, and additionally as requested, to the Fee for Services in accordance with the principles agreed hereinwhich all relevant Parties shall be invited. The Steering Committee Coordinator shall meet whenever necessary and no less than once a month during circulate an agenda at least one week in advance. All other papers to be presented at the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. meeting will normally be circulated at least one week in advance.
5.3 The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members main topics of the Steering Committee shall notify each other in writing (including by email or faxbe:
a) at least five (5) Business Days ahead reviewing the progress of the next Steering Committee meeting Project relative to the schedule and objectives set out in the Main Contract;
b) communication of management and administrative arrangements;
c) making proposals for the review and/or amendment of
(i) the scope of the items to be included at Project;
(ii) the agenda of such meeting. The meetings time schedule of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by Main Contract;
d) resolution of differences between the Parties at least three (3) Business Days in advance concerning the execution of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent Project;
e) agreement on and implementation of all the members of the Steering Committee (or, as actions in the case may be, their respective deputies). No action may be taken at any meeting of defaulting Parties;
f) responsible for approving the Steering Committee unless a quorum is present. A quorum appointment of the Steering Committee subcontractors.
5.4 The Coordinator shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing circulate the minutes of the last meeting for approval to all Parties within two weeks of the meeting. The Parties will normally supply amendments within one week of receipt of the minutes. All revisions will be incorporated in the minutes including designated actions and time deadlines which will be re-issued within one week of the amendments being supplied.
5.5 All decisions relating to payments to Parties or changes to the Main Contract (in order to re- allocate work, revise budgets or reschedule delivery dates) shall be taken at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraphmeetings. The minutes Parties will aim to reach decisions which are in the best interests of the meetingsProject and are also fair to each Party. If a decision is needed before a meeting, the Coordinator shall ask all Parties for their views and then take the decisions, of decision based on the written responses received. All decisions at the Steering Committee meetings shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally taken jointly by the Parties and their relevant Subsidiariesin attendance. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not If there is a Steering Committee Deadlock)difference of opinion the issue will be decided by a simple majority vote, to all with each Party having one vote. The Coordinator shall have the minutes casting vote. A decision that may increase any kind of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement commitment or that may be necessary in order to assess increase the matters referred to it in the event burden of a Steering Committee DeadlockParty, shall not be taken without the consent of this Party.
Appears in 1 contract
Sources: Collaboration Agreement
Steering Committee. (a) A Steering Committee (Steering Committee) shall be responsible for the day-to-day management of the Program. The Parties agree that three (3) top managers Steering Committee shall consist of each Party shall serve as four members, two members of a steering committee to supervise overall performance of this Agreement be appointed by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation NeoGenesis and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the CompanyOGS. Each Party shall also appoint one deputy for each party may with notice to the other substitute. any of its members serving on the Steering Committee. The Parties may mutually agree upon replacements initial OGS members shall be P▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ and D▇ ▇▇▇▇▇ Scopes and the initial NeoGenesis members shall be S▇▇▇▇▇ ▇▇▇▇▇▇ and H▇▇ ▇▇▇▇. Each member of such members the Steering Committee will have one vote and all decisions of the Steering Committee will be by unanimous agreement.
(b) The Steering Committee shall be responsible for the management and conduct of the Program and shall in particular: (i) consider, review and amend the Program from time to time during in such manner as may be appropriate; (ii) monitor progress of the Term as appropriate. Program; (iii) report regularly to the management of both parties upon the progress of the Program; and (iv) be the initial medium for transfer of information between the parties.
(c) The Steering Committee shall work promptly and hold meetings as mutually agreed by the parties (but in good faith no event less than quarterly during the Research Term) to take decisions relating to review the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed hereinProgram. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members meeting of the Steering Committee shall notify each other be held within forty-five (45) days of the Effective Date and shall be held in Cambridge, MA. Thereafter, meetings may be held by telephone or video conference if requested by either party in writing to the other, provided that the parties shall meet in person at least two (including by email or fax2) times a year during the Research Term. The party hosting the meeting shall circulate an agenda at least five (5) Business Days ahead of the next Steering Committee meeting of the items business days prior to be included at the agenda of such a meeting. The Minutes of all meetings setting forth decisions of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable relative to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report Screening Process shall be prepared by the host party and circulated to both parties within fifteen (15) days after each meeting, but minutes shall not become official until approved by both parties (which approval the parties shall use reasonable efforts to give within thirty (30) days of receipt of such minutes).
(d) The quorum for Steering Committee and meetings shall be transmitted to the Committee two, provided that at least one member from each of Independent Directors NeoGenesis and the Nokia Board for information purposes on the implementation of this AgreementOGS is present. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to Disagreements among the Steering Committee during regarding the previous quarter and the solution Program will be resolved via good-faith discussions; provided, that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockdisagreement that cannot be resolved within thirty (30) days after the date on which the disagreement arose, the matter shall be referred to between OGS’s Chief Executive Officer and NeoGenesis’s Chief Executive Officer or their respective designees. Thereafter, if any such disagreement is not resolved within sixty (60) days, then OGS shall have the right to make the final decision.
Appears in 1 contract
Sources: License Agreement (Iaso Pharma Inc)
Steering Committee. The (a) Promptly after the Effective Date, the Parties agree that three (3) top managers of each Party shall serve as members of form a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”)) to which CELTIC shall have the right to designate such number of representatives as CELTIC deems appropriate from time to time and NTI shall have the right to designate two (2) representatives. Unless otherwise agreed by the Parties, the three members CELTIC’s representatives shall include one or more of each Party its managing partners from time to time and NTI’s representatives shall be (i) its chief executive officer and such other representative as it deems fit from time to time. CELTIC shall designate the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer Chairman of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating Subject to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating toforegoing, inter alia, (i) the identification, prioritization and monitoring respective individual representatives of deliverables assigned any Party to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either removed and replaced from time to time at the discretion of such Party by sending written notice of such action to the other Party. Each representative of NTI and CELTIC shall have one (1) vote to cast in matters coming to a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of vote before the Steering Committee (orCommittee. Except as provided in Section 2.11, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, decisions of the Steering Committee shall be made by majority vote of the representatives on the Steering Committee. In the event an issue arises that the Steering Committee cannot resolve by majority vote, the Chairman shall cast an additional tie-breaking vote; provided, however, that no such vote shall require NTI to spend money or devote human resources above those committed herein, without NTI’s express written approval.
(b) The Steering Committee shall meet once per Calendar Quarter, or at such other intervals as the Steering Committee may decide, at such times and at such locations as shall be decided by the Steering Committee, provided as soon as reasonably practicable such meetings shall be held only outside of the territories of the United States or the United Kingdom. Meetings may be held in person or via teleconference. At least fifteen (15) business days prior to each regularly scheduled meeting of the Steering Committee, the Steering Committee shall cause a written report to be submitted to the Chairman Parties concerning the progress of any Collaboration Work, such report to include a summary of (i) progress achieved since the Committee previous meeting; (ii) critical issues or problems encountered or anticipated; and (iii) a statement of Independent Directors by any top manager goals for the scheduled activities. CELTIC shall provide an agenda and minutes of the Company which is a member each meeting of the Steering Committee. Minutes shall be deemed approved unless NTI objects to the accuracy of such minutes within ten (10) days of its receipt thereof. The parties agree that the Steering Committee may appoint one shall meet and otherwise exercise its functions and duties only outside of the territories of the United States or more persons that are not members the United Kingdom and their respective territories.
(c) Notwithstanding any of the foregoing, until the earlier of: (x) FDA approval of the First Indication, (y) the third anniversary of the Effective Date or (z) the consummation of a Change of Control with respect to NTI, all decisions relating to clinical trial designs and regulatory affairs, including regulatory submissions and communications with the FDA in respect of the First Indication in the U.S. shall be subject to the unanimous consent of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlock.
Appears in 1 contract
Sources: Collaboration and Services Agreement (Neurobiological Technologies Inc /Ca/)
Steering Committee. The Parties agree that three (3) top managers ongoing operations of each Party the Services shall serve as members of be overseen by a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”), comprised of at least three (3) members appointed by Advanta and three (3) members appointed by Supplier. Unless otherwise agreed by the Parties, the three members of each Party The Steering Committee shall be responsible for strategic direction and oversight for the Services, including: (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and addressing disputes that arise hereunder; (ii) overseeing the Chief Executive Officer, the Chief Financial Officer and the General Counsel financial performance of the Company. Each Party shall also appoint one deputy for each Services; (iii) addressing strategic improvements to technology used to provide the Services; (iv) addressing continuous improvement of its members on the Services; (v) addressing adjustments in the scope of the Services; and (vi) reviewing all other matters that the Parties agree should be reviewed by the Steering Committee. The Parties may mutually agree upon replacements initial Advanta members of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and be ******. The initial Supplier members of the Steering Committee shall be ******. In the event a member of the Steering Committee is to be replaced, such replacement shall be made by the Party whose employee is to be replaced; provided, however, that any replacement member of the Steering Committee shall have at least substantially the same qualifications of the member that is replaced and, prior to making such replacement, such Party shall consult in good faith to take decisions relating with the other Party on such matter. In the event a Party raises any concerns as to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating toperformance of a member of the Steering Committee appointed by the other Party, inter aliathe other Party shall, (i) the identificationsubject to requirements of Laws, prioritization and monitoring of deliverables assigned react appropriately to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for alleviate such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed hereinconcerns. The Steering Committee shall meet whenever necessary and from time to time as its members consider necessary, but in no event less than once a month during the first three (3) months following the execution date per quarter. Meetings may be held in person or wholly or partly by way of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of telephone or video conference; provided that the Steering Committee conduct at least one in-person meeting annually. In addition, representatives of the Parties shall notify meet periodically throughout the Term, or as requested by Advanta, to discuss matters arising under this Agreement. For each other in writing Steering Committee meeting, upon Advanta’s request, Supplier shall prepare and distribute an agenda (including any topics designated by email or faxAdvanta) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a such meeting upon the unanimous written consent of to all the members of the Steering Committee (oranticipated participants, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee and shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia record and two (2) members (or their deputies) representing the Company. Any action by promptly distribute minutes for such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for review and approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee DeadlockAdvanta.
Appears in 1 contract
Steering Committee. (a) A Steering Committee (STEERING COMMITTEE) shall be responsible for the oversight of the day-to-day management of the Program. The Parties agree that three (3) top managers Steering Committee shall consist of each Party shall serve as four members, two members of a steering committee to supervise overall performance of this Agreement be appointed by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation NeoGenesis and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the CompanyAventis. Each Party shall also appoint one deputy for each party may, with notice to the other, substitute any of its members serving on the Steering Committee. The Parties may mutually agree upon replacements initial Aventis members shall be ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the initial NeoGenesis members shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇. Aventis shall have the right to appoint one of such its members to be the chairperson of the Steering Committee. *=CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
(b) The Steering Committee shall be responsible for the management and conduct of the Program and shall in particular: (i) consider, review and amend the Program from time to time during in such manner as may be appropriate; (ii) monitor progress of the Term as appropriate. Program; (iii) report regularly to the management of both parties upon the progress of the Program; and (iv) be the initial medium for transfer of information between the parties.
(c) The Steering Committee shall work promptly and hold meetings as mutually agreed by the parties (but in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no event less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2times during the Screening Period) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing to review the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each PartyProgram. The members of the Steering Committee shall formalize in writing the minutes of the last first meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable held within forty-five (45) days of the Effective Date and shall be held in Cambridge, MA. Thereafter, meetings may be held by telephone or video conference if requested by either party in writing to the Chairman other, PROVIDED that the parties shall meet in person at least two (2) times during the Screening Period. Draft Minutes of all meetings setting forth decisions of the Steering Committee relative to the Screening Process shall be prepared by the Chairman, or his designate and circulated by the Chairman to both parties within fifteen (15) days after each meeting, but minutes shall not become official until approved by both parties (which approval the parties shall use reasonable efforts to give within thirty (30) days of Independent Directors by any top manager receipt of the Company which such minutes).
(d) The quorum for Steering Committee meetings shall be two, provided there is a at least one member from each of NeoGenesis and Aventis present. Aventis and NeoGenesis shall each have one vote at the Steering Committee. The Steering Committee may appoint one or more persons that are not members of will render decisions by unanimous vote. Disagreements among the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist regarding the Steering Committee in performing its obligations. The Steering Committee shall ensure Program will be resolved via good-faith discussions; PROVIDED, that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockdisagreement that cannot be resolved within fifteen (15) days after the date on which the disagreement arose, the matter shall be referred to Aventis' Head of Drug Innovation and Approval for France and NeoGenesis' Chief Executive Officer or their respective designees. Thereafter, if any such disagreement is not resolved within thirty (30) days, then Aventis will have the right to make the final decision.
Appears in 1 contract
Sources: Cooperation and Licensing Agreement (Neogenesis Pharmaceuticals Inc)
Steering Committee. The Parties agree that three (3a) top managers of each Party shall serve as members of a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the A Steering Committee (or, as the case may be, their respective deputies). No action may STEERING COMMITTEE) shall be taken at any meeting responsible for oversight of the Steering Committee unless a quorum is presentProgram. A quorum of the The Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia to be appointed by each of NeoGenesis and two (2) Tularik, except as otherwise provided in Section 4A.7. Each party may, with notice to the other, substitute any of its members (or their deputies) representing serving on the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each PartySteering Committee. The initial Tularik members shall be ▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ and the initial NeoGenesis members shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇. Tularik shall have the right to appoint one of its members to be the chairperson of the Steering Committee.
(b) The Steering Committee shall formalize in writing be responsible for the minutes management and conduct of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of Program and shall in particular: (i) consider, review and amend ATTACHMENT A from time to time in such manner as may be appropriate; *=CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 11 PROVIDED, that the Steering Committee may not amend ATTACHMENT A in a manner that would conflict with the time period for designating Designated Screening Compounds specified in Section 2.8 or the time period for designating Designated Shared Compounds specified in Section 4A.1 or the obligations specified in the last sentence of Section 2.5(b), in each case without the prior written agreement of both Tularik and NeoGenesis; (orii) monitor progress of the Program; (iii) report regularly to the management of both parties upon the progress of the Program; (iv) be the conduit for transfer of information between the parties; and (v) conduct such other activities as set forth in Section 4A.
(c) The Steering Committee shall hold meetings as mutually agreed by the parties (but in no event less than eight (8) times during the term of the Screening Program if the parties enter into the Expanded Collaboration, as unless mutually agreed by the case may be, their respective deputiesparties) as per to review the previous paragraphProgram. The minutes of the meetings, and the decisions, first meeting of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman held within forty five (45) days of the Committee Effective Date and shall be held in Cambridge, Massachusetts. Thereafter, meetings may be held by telephone or video conference, PROVIDED THAT the parties shall meet in person at least two (2) times during the Screening Program. Minutes of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members all meetings setting forth decisions of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access relative to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report Program shall be prepared by the host party and circulated to both parties within twenty five (25) days after each meeting, but minutes shall not become official until approved by both parties (which approval the parties shall use reasonable efforts to give within thirty (30) days of receipt of such minutes).
(d) The quorum for Steering Committee and meetings shall be transmitted to the two (2) members, provided there is at least one member from each of NeoGenesis and Tularik present. The Steering Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreementwill render decisions by unanimous vote. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to Disagreements among the Steering Committee during regarding the previous quarter and the solution Program will be resolved via good-faith discussions; PROVIDED, that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a disagreement that cannot be resolved within thirty (30) days after the date on which the disagreement arose, the matter shall be referred to Tularik's Chief Executive Officer and NeoGenesis's Chief Executive Officer or their respective designees. Thereafter, if any such disagreement is not resolved within forty five (45) days, then Tularik will have the right to make the final decision, unless it is otherwise expressly provided in Section 4A that a particular decision of the Steering Committee Deadlockshall be unanimous.
Appears in 1 contract
Sources: Confidentiality Agreement (Neogenesis Pharmaceuticals Inc)
Steering Committee. (a) Within thirty (30) days after the date of this Agreement, the Parties shall form a Steering Committee consisting of an equal number of representatives of each Party. The Parties agree that Steering Committee shall have general authority over the strategic direction and overall management of the Product Development Plan and shall operate and have the further authority described in this Section 4.2.
(b) ACTII and Amylin shall each appoint three (3) top managers of each Party shall representatives as their representatives to serve as members of a steering committee to supervise overall performance of this Agreement by each of Parties (on the “Steering Committee”). Unless A Party may change its representatives from time to time by giving written notice to the other Party.
(c) The Steering Committee shall generally meet at such times as it may decide and at least once per calendar quarter. The location of Steering Committee meetings shall alternate between ACTII's offices and Amylin's offices unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed hereinfirst meeting being held at Amylin's office. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date Minutes of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, setting forth decisions of the Steering Committee shall be provided as soon as reasonably practicable prepared by the Party hosting the meeting. Minutes will become official when agreed to the Chairman of the Committee of Independent Directors by any top manager of the Company which is a member all members of the Steering Committee. The Each Party will bear all expenses associated with attendance of its representatives at meetings. If the Steering Committee members all agree, a meeting may appoint one or more persons that are not members be held by telephone. * CONFIDENTIAL TREATMENT REQUESTED
(d) Decisions of the Steering Committee as secretaries for shall be made by unanimous vote, with each meetingmember having one vote. The Steering Committee may decide to appoint Advisors to assist If the Steering Committee is unable to reach a unanimous vote on any issue, the issue shall be referred to the President of ACTII (or successor position), and the Vice President of Corporate Development of Amylin (or successor position) for resolution. These individuals shall, as soon as practicable, attempt in performing its obligationsgood faith to decide the issue. If the issue is not decided within fifteen (15) days after it has been referred to such individuals, it shall be referred to Amylin's Chief Executive Officer (or successor position), who shall make the final decision regarding such issue.
(e) Within fifteen (15) days after the receipt of the proposed Product Development Plan or any amendments thereto from the Project Working Team or any appeals of decisions of the Project Working Team, the Steering Committee shall meet to consider approval of such plan or amendments, or appeal of such decision, as applicable. The Steering Committee shall ensure periodically review the Product Development Plan from a strategic perspective, the status of efforts to implement it and to make any changes to it that both Parties and their relevant Subsidiaries may have access it deems necessary to accomplish the work performed by such Advisorspurpose of this Agreement. The Steering Committee shall ensure full cooperation with also settle any disputes among the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee DeadlockProject Working Team.
Appears in 1 contract
Sources: Development and License Agreement (Amylin Pharmaceuticals Inc)
Steering Committee. The Parties agree that three (3) top managers of each Party Promptly following the Effective Date, Fleet and Santarus shall serve as members of form a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members comprised of each Party [***] individuals, [***] of whom shall be (i) appointed by Fleet and [***] of whom shall be appointed by Santarus and all of whom shall be qualified to appropriately represent such party at the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the CompanySteering Committee level. Each Party shall also appoint one deputy for each of party may replace its members on representatives at any time, upon written notice to the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriateother party. The Steering Committee shall be chaired by one of the [***] Fleet representatives. The Steering Committee will be used as the forum for each party to coordinate, provide strategic, operational and performance input and work promptly with the other party on the marketing and promotion strategy for Product in good faith the Territory. The Steering Committee will meet periodically as reasonably deemed necessary by the Parties, to take decisions relating to the products portfolio as set forth in Section 8.5 review and address and resolve issues and contingencies relating to, inter alia, discuss: (i) the identification, prioritization Marketing Plan (and monitoring of deliverables assigned any material changes to each Party’s teams, such plan from time to time); (ii) the specifications, acceptance criteria and due dates for such deliverables, actual results as compared to the Marketing Plan; and (iii) resolving updates regarding any potential disagreements product development, clinical, regulatory, manufacturing/supply, quality and commercial matters relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meetingProduct. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, perform such other functions as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia mutually agreed by Fleet and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each PartySantarus. The members of the Steering Committee shall formalize in writing the minutes of the last first meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided held as soon as reasonably practicable to after the Chairman Effective Date. Meetings of the Steering Committee [***] take place face-to-face, but upon the agreement of Independent Directors by any top manager both parties, can be via other methods of communication, such as teleconferences or videoconferences. Notwithstanding the Company which is a member creation and role of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of , each party shall retain the Steering Committee as secretaries for each meeting. The Steering Committee may decide rights, powers and discretions granted to appoint Advisors to assist the Steering Committee in performing its obligationsit hereunder. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to not be delegated or vested with any such rights, powers or discretions unless expressly provided for herein. Without limiting the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs generality of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by foregoing, the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of may not amend or modify this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that which may be necessary amended or modified only as provided in order to assess the matters referred to it in the event of a Steering Committee DeadlockSection 13.3.
Appears in 1 contract
Steering Committee. The Parties agree that three (3) top managers of have formed a Steering Committee, in which each Party shall serve has appointed [*] executive employees as members of a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (orthe “Members”), as the case may be, their respective deputies). No action may all of whom shall be taken at any meeting familiar with and have responsibility for oversight of the Steering Committee unless a quorum is presentactivities under this Agreement. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous Each Party may with written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable notice to the Chairman other Party, change one or more of the Committee of Independent Directors by any top manager of the Company which is a member of its Members appointed to the Steering Committee. The Steering Committee may appoint one or more persons that are not members shall have general oversight and review of the activities and results under this Agreement and shall be the initial forum for seeking to resolve any issues referred to the Steering Committee as secretaries for each meetingby either Party or both. The Steering Committee may decide to appoint Advisors to assist Specifically, but without limitation, the Steering Committee shall seek in performing its obligationsgood faith to resolve any disputes or issues regarding the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Commercial Supply Agreement, BI/ VERSARTIS Execution Version manufacturing schedule or manufacturing processes for Drug Substance and/or Drug Product. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shallmeet, in particularperson or via teleconference or video-conference, grant the Advisors full access to all documentson a reasonably regular basis, books, data, other information as planned and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared agreed by the Steering Committee Members, and in any event within [*] calendar days after receipt of a written request for such a meeting by one Party to the other Party. The request shall describe the matters or issues to be discussed, including any matter in dispute, and the solution which the requesting Party proposes to be decided. Each Party may invite other employees to attend the Steering Committee meeting from particular departments/areas of expertise as may be necessary to discuss the agenda topics, or matters or issues in dispute. Any action or decision by the Steering Committee shall be transmitted to the Committee taken by unanimous consent of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including with the Members of each Party collectively having a presentation single vote, or by a written resolution signed by all of any dispute referred to the Members. If the Steering Committee during is unable to reach unanimous consent on a particular matter or issue being discussed by the previous quarter and Steering Committee, then the solution that has been decided and implementedmatter or issues will be referred by each Party to a responsible member of senior management to be designated by each Party, as who will use good faith efforts to resolve such matter or issue. If such matter is not resolved by the case may bechief executive officers, then arbitration shall be used according to Section 14.8. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, Members of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to Parties are set forth in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that Appendix 6 attached hereto, which may be necessary in order amended from time to assess the matters referred time to it in the event of a Steering Committee Deadlockreflect any changes.
Appears in 1 contract
Steering Committee. The Parties agree that 5.1 Within thirty (30) days following the Effective Date the parties will establish the Steering Committee.
5.2 Without prejudice to clause 6.3, the membership of the Steering Committee will be comprised of three (3) top managers representatives of each Party shall serve as members of a steering committee to supervise overall performance of this Agreement by each of Parties (party, including the “Steering Committee”). Unless otherwise agreed by the Parties, the three members Project Managers of each Party shall be (i) the Group Chief Financial Officerparty.
5.3 Each party may, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during time, replace those members appointed by it to the Term as appropriate. The Steering Committee shall work promptly at will and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior upon notice to the other members and without any delay if there is party.
5.4 The parties, beginning with Protherics, will take turns to appoint, on each occasion for a quorum. The members one-year term, a member of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead as chairman of the next Steering Committee Committee, the first appointment to take effect from the first meeting of the items to be included at Steering Committee; and the agenda of such meeting. The meetings party which does not appoint the then appointed chairman of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference callshall, whichever is mutually agreed to by at the Parties at least three (3) Business Days in advance same time, appoint the secretary of the scheduled meetingSteering Committee, for such one-year term, from amongst its other members. The Should any chairman or secretary of the Steering Committee may also act without cease to be a meeting upon member of the unanimous written consent Steering Committee, the party which appointed him/her as chairman or secretary, as applicable, shall appoint another member thereof to such position from his/her ceasing to be a member until the end of all what would have been his/her term.
5.5 Each party will ensure that the members of the Steering Committee (orappointed by it, and present on the Steering Committee, are at all times suitably skilled, willing, available and qualified to undertake their roles as members thereof, as such roles may change over time, and will remove from the case may beSteering Committee, their respective deputies). No action and promptly replace, any of them who is not, or otherwise provide them with such training or other assistance as may be taken at any meeting required such that they are so skilled, willing, available and qualified as soon as reasonably practicable.
5.6 Notwithstanding clause 5.5, if the members of the Steering Committee unless a quorum is present. A quorum reasonably object to the inclusion in the membership of the Steering Committee of any person, they may remove him with immediate effect if a majority of the members decide that he/she should be removed and they first give their reasons for that decision to the parties.
5.7 The Steering Committee will be responsible for overseeing the general working relationships under this agreement and the Joint Project Team. In particular, the responsibilities of the Steering Committee will include:
(a) resolving disputes arising from the Joint Project Team;
(b) appointing additional committees and/or working groups from time to time as may be agreed by the Steering Committee as necessary to facilitate the Development Programme;
(c) maintaining a good working relationship between the parties;
(d) overseeing the operation of the Escrow Account in accordance with clause 3;
(e) agreeing the terms of the Development Programme, and any amendments to the Development Programme;
(f) agreeing the budget for the Development Programme and any amendments to it which will, or may, increase the total cost of the Development Programme by more than £100,000; and
(g) any other matters which this agreement requires to be resolved or managed by the Steering Committee, but, for the avoidance of doubt, the Steering Committee shall consist not be entitled to amend this agreement.
5.8 The Steering Committee will meet where and when it determines, provided that:
(a) each of four (4) its meetings will be at a location reasonably accessible to all its members, including two which will alternate with each meeting between the United Kingdom and Spain;
(2b) its members will be entitled to attend its meetings by telephone and that suitable telephone facilities are present at its meetings to enable this;
(c) it will meet no less than once every six (6) months, the first meeting to be within three (3) months of the Effective Date, and otherwise within a reasonable time to determine any matter referred to it; and
(d) it will meet on no less than one week’s notice to all its members sent to each member in such manner as he/she may have reasonably specified or their deputies) representing Nokia otherwise by fax or first class post (and two (2) members (or their deputies) representing for the Company. Any action by such quorum must be approved by a simple majoritypurposes of this clause 5 the provisions of clause 22 will apply mutadis mutandis).
5.9 The Steering Committee will determine its own quorum, including the vote of provided that this will always include at least one representative of each Party. of Protherics and Advancell.
5.10 The members Steering Committee will discharge its functions in such manner as it reasonably sees fit.
5.11 The Steering Committee will only decide any matter if quorate and, if any member of the Steering Committee shall formalize in writing the minutes wishes any decision to be voted upon, each of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the its members will have one vote.
5.12 If any vote of the Steering Committee is tied, whichever of its then chairman and secretary has been appointed by Protherics shall have the casting vote, provided that such casting vote:
(or, as a) is exercised to further the case may be, their respective deputies) as per the previous paragraph. The minutes objectives of the meetingsDevelopment Programme;
(b) does not change the budget of the Development Programme; and
(c) does not require either party to incur expenditure additional to any as has previously been agreed (by the parties, the Joint Project Team or the Steering Committee), and if, because of such proviso, any vote remains tied notwithstanding this clause 5.12, the decisionsvote shall be deemed not to have passed, and any purported casting vote cast contrary to such proviso shall be void.
5.13 If any vote of the Steering Committee concerning agreeing the terms of the Development Programme, or any amendment to the Development Programme, is tied, the matter shall be provided resolved as soon follows:
(a) the matter shall, from the time of such vote, be referred to the Chief Executive Officer for the time being of Protherics and the President for the time being of Advancell, who may decide the matter on behalf of the parties;
(b) if the matter is not so decided within a period of ten (10) Business Days, either such person may require it to be referred to a third party expert in matters of that nature agreed between them and:
(i) the parties which they represent shall use their reasonable endeavours to procure that such persons agree the identity of such expert as quickly as reasonably practicable;
(ii) the parties shall afford such expert all reasonable assistance in deciding the matter, and shall use their reasonable endeavours to procure that he decides it as quickly as practicable and with the intention of furthering the objective of the parties set out in the recitals;
(iii) such expert’s decision shall be binding on the parties and the parties shall procure that he records it, together with his reasons for reaching it, and delivers such record to the parties as quickly as reasonably practicable; and
(iv) the parties shall share equally the costs of such expert.
5.14 The secretary of the Steering Committee will oversee its compliance with clauses 5.8 to 5.13, and such compliance will be the responsibility of the party which appointed to the Steering Committee the member who is its secretary.
5.15 The secretary will minute all actions and decisions of the Steering Committee, and provide copies of the minutes to its members within seven (7) days of the relevant meeting (and for these purposes the provisions of clause 22 will apply mutadis mutandis; provided that minutes may also be provided by email to such relevant address as are provided in advance, in which case they will be deemed to be received upon sending).
5.16 Minutes of the actions and decisions of the Steering Committee will not be considered definitive until signed by the Chairman of the Steering Committee of Independent Directors by any top manager of with the Company which is a member approval of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlock.
Appears in 1 contract
Steering Committee. The Parties agree that three 7.1. Steering Committee organization Within thirty (330) top managers of each Party shall serve as members of a steering committee to supervise overall performance days from the execution date of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by the PartiesAgreement, the three members of each Party shall be (i) Parties will set up a Steering Committee in order to provide for efficient co-operation and to manage the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel relationship of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriateterm of this Agreement. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring consist of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist minimum of four (4) membersdesignated representatives, including of which two (2) members (or their deputies) representing Nokia will be appointed by GGS and two (2by Sercel. Depending upon the matters reviewed by the Steering Committee any additional person(s) members (may be invited. Either Party shall have the right to unilaterally remove or their deputies) representing replace any of its representatives, which removal or replacement shall be notified in writing to the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each other Party. The members Committee shall meet at least twice per calendar year and any such time as a meeting is requested by one of the Parties, at dates to be agreed. Meetings shall be held in any place as agreed by the Parties or by video conference. In addition to the periodic meetings of the Steering Committee, the CEOs and COOs of both companies shall meet, at least annually, to hold conceptual discussions on the future technology directions and market conditions.
7.2. Matters to be reviewed by the Steering Committee In addition to any matter that needs to be reviewed by the Steering Committee to ensure an efficient cooperation, the following points shall formalize in writing be reviewed at least at the minutes beginning of the last meeting cooperation:
(i) Technological requirement for approval at future products to address the next meeting unless seismic acquisition market;
(ii) Any support or commercial issues related to the decision has been taken by unanimous written consent acquisition market as needed;
(iii) Any possible papers and joint presentations to accelerate the acceptance in the market for GGS’s Services or Sercel’s products.
7.3. Settlement of all dispute within the Committee Should the members of the Steering Committee (fail to reach an agreement on any matter related to the Agreement or on any matter raised by one Party to the attention of the other or, as more generally, when a disagreement occurs between the case may bemembers on any aspect which might have an impact, their respective deputies) as per either technical, financial or other on the previous paragraph. The minutes fruitful development of the meetingscooperation, and the decisions, of the Steering Committee dispute shall be provided as soon as reasonably practicable referred to the Chairman Chief-Executives of the Committee of Independent Directors by any top manager of the Company which is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report the Chief-Executives shall be prepared by then meet each other within the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary best limits in order to assess resolve the matters referred to it matter in dispute. At coming into force of the event Agreement, the respective Chief Executives of a Steering Committee Deadlock.the Parties shall be: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ for GGS ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for SERCEL
Appears in 1 contract
Sources: Cooperation Agreement
Steering Committee. The 18.1. In order to permanently favor dialogue and to permit each of the Parties agree to satisfy the obligations stipulated in the agreement, the Parties have decided that three (3) top managers of each Party shall serve as members of a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”)) will be set up as soon as the agreement is signed, whose task it will be to:
a) draft a quarterly report on the implementation of the agreement.
b) amicably resolve any dispute which may arise among the Parties regarding the validity, interpretation or execution of the agreement
c) handle in the interest of both parties the consequences of any force majeure event on the execution of the agreement
d) propose to the Mediation Board any proposed amendment to the terms and conditions of this agreement
e) agree upon the annual change in costs as discussed in Article 12.
f) manage the evolution of toll prices, both for their impact on the purchase of raw materials and on the toll drying services rendered. Unless otherwise agreed by the PartiesIn this respect, the three members Steering Committee shall act as the first level of each Party shall be (i) recourse for the Group Chief Financial Officer, resolution of problems arising from the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel execution of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriateagreement. The Steering Committee shall work promptly and in good faith be comprised of 2 members, designated by each of the Parties. Each Party may be accompanied, for consultation purposes, by associates of their choice, subject to take decisions relating to approval by the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each other Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The This Steering Committee will be obligated to meet at least once a quarter and, in any case shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to one or the other of its members and without any delay if there is a quorum. The members considers it necessary in light of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies)its abovementioned mission. No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Chairman held without at least one member of the Committee of Independent Directors by any top manager representing each of the Company which is a member two Parties being present. The decisions of the Steering Committee shall be made unanimously, with each Party having one vote. The decisions of the Steering Committee shall apply immediately; the Parties expressly commit to this, subject to the dispositions given below. Failing agreement within the Steering Committee, the members of the Steering Committee, after a second meeting to consider the subject matter, shall declare the Steering Committee’s failure to fulfill its mission. The mediation procedure discussed in Article 19 below will then be invoked.
18.2. The Steering Committee may appoint one or more persons that are not create an operational technical committee whose members it will designate, so as to handle in an operational manner any issues related to delivery schedules, quality, Contract Specifications and the treatment of Whey compliances.
18.3. Once a year, the Steering Committee shall meet with the members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide operational technical committee to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly draft a report shall be prepared by the Steering Committee and shall be transmitted to the Committee of Independent Directors and the Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The members of the Committee of Independent Directors and the Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockagreement.
Appears in 1 contract
Sources: Whey Supply Agreement (Synutra International, Inc.)