Common use of Procedural Rules Clause in Contracts

Procedural Rules. Each committee shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on a committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. Each committee shall take action by unanimous agreement of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on a Committee may attend meetings of such committee; provided, however, that such attendees (a) shall not vote or otherwise participate in the decision-making process of the Committee, and (b) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Section 11.1 of the Agreement.

Appears in 2 contracts

Samples: Early Access Agreement (Hemispherx Biopharma Inc), Early Access Agreement (Hemispherx Biopharma Inc)

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Procedural Rules. Each committee shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on a committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. Each committee shall take action by unanimous agreement of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on a Committee may attend meetings of such committee; provided, however, that such attendees (a) shall not vote or otherwise participate in the decision-making process of the Committee, and (b) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Section 11.1 Section11.1 of the Agreement.

Appears in 2 contracts

Samples: Early Access Agreement (Celsion CORP), Early Access Agreement (Celsion CORP)

Procedural Rules. Each committee Joint Committee shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the committee Joint Committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on a committee Joint Committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants; provided, however, that at least annually with respect to the JSC and at least two (2) times per Calendar Year with respect to the JOC, the Representatives shall meet in person at a location in the Territory to be mutually agreed by the Parties. Representation by proxy shall be allowed. Each committee Subject to Sections 2.1.3 and 2.2.3, each Joint Committee shall take action by unanimous agreement consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on a Joint Committee may attend meetings of such committeeJoint Committee; provided, however, that such attendees (ai) shall not vote or otherwise participate in the decision-making process of the Joint Committee, and (bii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Section 11.1 of the AgreementArticle 11.

Appears in 2 contracts

Samples: Development and Supply Agreement (Impax Laboratories Inc), Development and Supply Agreement (Impax Laboratories Inc)

Procedural Rules. Each committee shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on a committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. Each committee shall take action by unanimous agreement of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on a Committee may attend meetings of such committee; provided, however, that such attendees (a) shall not vote or otherwise participate in the decision-making process of the Committee, and (b) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Section 11.1 of the Agreement. {***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Appears in 2 contracts

Samples: Amended And (Hemispherx Biopharma Inc), Amended And (Hemispherx Biopharma Inc)

Procedural Rules. Each committee Joint Committee shall have the right to adopt such standing rules as shall be necessary for its work, work to the extent that such rules are not inconsistent with this Agreement. A quorum of the committee a Joint Committee shall exist whenever there is present at a meeting at least one two (12) representative representatives appointed by each Party. Representatives of the Parties on a committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. Each committee Joint Committee shall take action by unanimous agreement consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one two (12) representative representatives appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on a Joint Committee may attend meetings of such committeeJoint Committee; provided, however, that such attendees attendees: (ai) shall not vote or otherwise participate in the decision-making process of the Joint Committee, ; (ii) shall not be counted when determining whether a quorum exists at any such meeting; and (biii) are shall be bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Section 11.1 Article 12. A Party’s representative on the JSC may also serve as such Party’s representative on the JRC and vice versa; provided, that such representative has the requisite experience and seniority to enable such person to make decisions on behalf of such Party with respect to the issues falling within the jurisdiction of the Agreementrelevant Joint Committee.

Appears in 1 contract

Samples: Research Collaboration and License Agreement (HOOKIPA Pharma Inc.)

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Procedural Rules. Each committee Committee and Working Group shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the committee each Committee and Working Group shall exist whenever there is present at a meeting at least one (1) representative [****] appointed by each Party. Representatives of the Parties on a committee Committee or Working Group may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. Each committee Committee and Working Group shall take action (a) by unanimous agreement consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, attendance or (b) by a written resolution signed by at least one (1) representative [****] appointed by each Party. Employees or consultants Alliance Managers and other employees of either Party that are not representatives of the Parties on a Committee or Working Group may attend meetings at the invitation of a representative on such committeeCommittee or Working Group; provided, however, provided that such attendees (ax) shall not vote or otherwise participate in the decision-making process of the Committeesuch Committee or Working Group, and (by) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Section 11.1 Article 8; provided further that if either Party intends to have any Third Party (including any consultant) attend such a meeting, such Party shall provide prior written notice to the other Party and obtain written agreement of the Agreementother Party (e-mail to suffice), and such Party shall also ensure that such Third Party is bound by obligations of confidentiality and non-use equivalent to those set forth in Article 8.

Appears in 1 contract

Samples: Exclusive Option Agreement (Aldeyra Therapeutics, Inc.)

Procedural Rules. Each committee Joint Committee shall have the right to adopt such standing rules as shall be necessary for its work, work to the extent that such rules are not inconsistent with this Agreement. A quorum of the committee a Joint Committee shall exist whenever there is present at a meeting at least one two (12) representative representatives appointed by each Party. Representatives of the Parties on a committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. Each committee Joint Committee shall take action by unanimous agreement consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one two (12) representative representatives appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on a Joint Committee may attend meetings of such committeeJoint Committee; provided, however, that such attendees attendees: (ai) shall not vote or otherwise participate in the decision-making process of the Joint Committee, ; (ii) shall not be counted when determining whether a quorum exists at any such meeting; and (biii) are shall be bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Section 11.1 Article 12. A Party’s representative on the JSC may also serve as such Party’s representative on the JRC and vice versa; provided, that such representative has the requisite experience and seniority to enable such person to make decisions on behalf of such Party with respect to the issues falling within the jurisdiction of the Agreement.relevant Joint Committee. ​

Appears in 1 contract

Samples: Research Collaboration and License Agreement (HOOKIPA Pharma Inc.)

Procedural Rules. Each committee Joint Committee shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the committee Joint Committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives Members of a Joint Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in this exhibit with three asterisks [***]. An unredacted version of this exhibit has been separately filed with the Parties on a committee Securities and Exchange Commission. Committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. Each committee Joint Committee shall take action by unanimous agreement consensus of the representatives members present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives members of the Parties on a Joint Committee may attend meetings of such committeeJoint Committee; provided, however, that such attendees (ai) shall not vote or otherwise participate in the decision-making process of the Committee, Joint Committee and (bii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Section 11.1 of the AgreementArticle 9.

Appears in 1 contract

Samples: License Agreement (Reata Pharmaceuticals Inc)

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