Common use of Procedural Rules Clause in Contracts

Procedural Rules. The JSC 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 JSC shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representation by proxy shall be allowed. The JSC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution which may be delivered by way of email confirmation. Employees or consultants of either Party that are not representatives of the Parties on the JSC may attend meetings of the JSC; provided, that (a) unless the other Party agrees, no more than two (2) such persons, in addition to such Party’s Alliance Manager, may attend any particular meeting, (b) attendance of any non-employee must be pre-approved by the other Party, such approval not to be unreasonably withheld, conditioned or delayed and (c) such attendees (i) shall not vote or otherwise participate in the decision-making process of the JSC and (ii) are bound by obligations of confidentiality and non-disclosure that are substantially similar to those set forth in ARTICLE 12.

Procedural Rules. The JSC 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 JSC shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representation by proxy shall be allowed. The JSC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution which may be delivered by way of email confirmation. Employees or consultants of either Party that are not representatives of the Parties on the JSC may attend meetings of the JSC; provided, provided that (a) unless the other Party agrees, no more than two (2) such persons, in addition to such Party’s Alliance Manager, persons may attend any particular meeting, (b) attendance of any non-employee must be pre-approved by the other Party, such approval not to be unreasonably withheld, conditioned or delayed and delayed, (c) such attendees (i) shall not vote or otherwise participate in the decision-making process of the JSC JSC, and (iid) such attendees are bound by obligations of confidentiality and non-disclosure that are substantially similar to those set forth in ARTICLE 1213.

Procedural Rules. The JSC 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 JSC shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representation by proxy shall be allowed. The JSC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution which may be delivered signed by way of email confirmationat least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JSC may attend meetings of the JSC; provided, that (a) unless the other Party agrees, no more than two (2) such persons, in addition to such Party’s Alliance Manager, persons may attend any particular meeting, (b) attendance of any non-non- employee must be pre-approved by the other Party, such approval not to be unreasonably withheld, conditioned or delayed withheld and (c) such attendees (i) shall not vote or otherwise participate in the decision-decision- making process of the JSC and (ii) are bound by obligations of confidentiality and non-non- disclosure that are substantially similar to those set forth in ARTICLE 1211.

Procedural Rules. The JSC 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 JSC shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representation by proxy shall be allowed. The JSC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution which may be delivered by way of email confirmation. Employees or consultants of either Party that are not representatives of the Parties on the JSC may attend meetings of the JSC; provided, provided that (a) unless the other Party agrees, no more than two (2) such persons, in addition to not including Alliance Managers of such Party’s Alliance Manager, may attend any particular meeting, (b) attendance of any non-employee must be pre-approved by the other Party, such approval not to be unreasonably withheld, conditioned or delayed and delayed, (c) such attendees (i) shall not vote or otherwise participate in the decision-making process of the JSC JSC, and (iid) such attendees are bound by obligations of confidentiality and non-disclosure that are substantially similar to those set forth in ARTICLE 12.

Procedural Rules. The JSC 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 JSC shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representation by proxy shall be allowed. The Subject to Section ‎5.2.3, the JSC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, attendance or by a written resolution which may be delivered signed by way of email confirmationat least one (1) representative appointed by each Party. Employees or consultants of either a Party that who are not representatives of the Parties on the JSC may attend meetings of the JSC; provided, however, that (a) unless the other Party agrees, no more than two (2) such persons, in addition to such Party’s Alliance Manager, may attend any particular meeting, (b) attendance of any non-employee must be pre-approved by the other Party, such approval not to be unreasonably withheld, conditioned or delayed and (c) such attendees (i) shall not vote or otherwise participate in the decision-making process of the JSC and (ii) are bound by obligations of confidentiality and non-disclosure that are substantially similar to at least as protective of the other Party as those set forth in ARTICLE 12Article 9. CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

Procedural Rules. The JSC JRC 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 any terms of this Agreement. A quorum of the JSC JRC shall exist whenever there is present at a meeting at least one (1) representative appointed by of each Party. Representation by proxy shall be allowed. The JSC JRC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution which may be delivered signed (in hard copy or electronically) by way of email confirmationat least one representative appointed by each Party. Employees or consultants of either Party that who are not representatives of the Parties on the JSC JRC may attend meetings of the JSCJRC; provided, that (a) unless such attendees shall not vote or otherwise participate in the other Party agreesdecision-making process of the JRC and shall be bound by obligations of confidentiality and non-disclosure that are at least as stringent as the provisions of ARTICLE 12, no more than two (2) such persons, in addition to such Party’s Alliance Manager, may attend any particular meeting, and (b) attendance of any non-employee must be pre-approved by the other Party, such approval not to be unreasonably withheld, conditioned or delayed and (c) such attendees (i) shall not vote or otherwise participate in the decision-making process of the JSC and (ii) are bound by obligations of confidentiality and non-disclosure that are substantially similar to those set forth in ARTICLE 12delayed.