Composition and Purposes Sample Clauses

Composition and Purposes. Vertex and CFFT have established a Joint Research Committee (“JRC”) consisting of at least [***] (as may be increased or decreased by the JRC), half of whom shall be designated from time to time by each party. If the JRC chooses to designate a Committee Chair, the Chair will be appointed from among the members of the Committee designated by VERTEX. The JRC shall meet formally no less frequently than once in each three (3) month period during the Research Program, and at such time and location, as may be established by the Committee, for the following purposes: (i) To review reports prepared by Vertex, which shall be submitted to the JRC within fifteen (15) days prior to each meeting, and shall include a thorough summary in written text of progress made during the preceding three month period under the Research Plan (although chemical structures will only be disclosed to CFFT in the context of a publication referenced in Article VII hereof, or as part of the Termination Know-How Package provided to CFFT in connection with an Interruption) and to CFFT’s chemistry advisors in accordance with the following sentence. Chemical Structures will be separately disclosed to CFFT’s chemistry advisors serving on the JRC, who will agree to maintain the confidentiality of the structures, to allow them to fulfill their JRC responsibilities; provided that Vertex shall not be required to disclose structures to any advisors other than CFFT’s chemistry advisors who are currently working with Vertex on CFFT’s behalf, and to any other chemistry advisors approved by Vertex, which approval shall not be unreasonably withheld. (ii) To review and discuss the Research Plan, and the Primary and the Alternate Subplans prepared by Vertex as provided in Section 2.4.3 above, and evaluate any proposed revisions to any of those Plans; (iii) To assist Vertex in determining as soon as possible whether the Potentiator or Corrector approach should be the subject of the Primary Program; and (iv) To review Development Candidates proposed by Vertex and to assess whether a given Development Candidate proposed by Vertex meets the Development Candidate Criteria. Vertex shall prepare and deliver minutes of the meeting to the members of the JRC, within thirty (30) days after the date of each meeting, setting forth, inter alia, all decisions of the JRC, and including as an attachment the report on the progress of work performed required by Section 2.6.1(i).

Composition and Purposes. Vertex and CFFT have established and will continue to participate in a Joint Steering Committee (“JSC”) which shall consist of an equal number of senior management personnel as may be agreed by the parties from time to time. The JSC shall initially have six (6) members. If the JSC chooses to designate a Committee Chair, the Chair will be appointed from among the members of the JSC designated by Vertex. The JSC shall meet semi-annually, or with such other frequency, and at such time and location, as may be established by the Committee, for the following purposes: (i) To provide general oversight of the Research Program ; (ii) To periodically review the overall goals and strategy of the Research Program; (iii) To discuss and attempt to resolve any deadlocked issues submitted to it by the JRC, although the vote of Vertex’s representatives shall prevail if the JSC is unable to reach a consensus on any matter other than matters referred to it under Section 2.6.2(ii)(x) and 2.6.2 (ii)(z), which shall be resolved as provided therein.

Composition and Purposes. During the term of the Research Plan, the PAG shall facilitate communication between [***], Icagen and CFF and review results and make recommendations, with respect to the Research Plan. The PAG shall consist of [***] voting members, [***] of whom shall be the Icagen Designees, [***] of whom shall be the [***] Designees, and [***] of whom shall be the [***] Designees; [***]. Each Party and [***] shall select a program coordinator from among its designees to the PAG (who may be changed at any time or from time to time by such Party and [***]), and may, along with [***], change any of its designees to the PAG at any time or from time to time and invite additional persons who have executed a confidentiality agreement acceptable to the PAG. The program coordinator of Icagen shall serve as the chairperson of the PAG. Without limiting the generality of the foregoing, the PAG shall:

Composition and Purposes. During the term of the Research Program, a Joint Program Advisory Committee (“JPAC”) shall facilitate communication between the Parties, and make recommendations, with respect to the Program. The JPAC shall consist of four (4) members, two (2) of whom shall be designated by Omeros (the “Omeros Designees”), and two (2) of whom shall be designated by SMRI (the “SMRI Designees”). Each party (a) shall select a Program Coordinator from among its designees to the JPAC (who may be changed at any time or from time to time by such Party), and (b) may change any of its designees to the JPAC at any time or from time to time. The Program Coordinator of Omeros shall serve as the Chairperson of the JPAC. The initial Omeros Designees and the initial SMRI Designees shall be identified by the respective Parties within thirty (30) days of the execution of this Agreement. Without limiting the generality of the foregoing, the JPAC shall: † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (a) consider, review, reevaluate and discuss the research plan, evaluate any proposed revisions to the research plan, and give its recommendations regarding any proposed amendments to the research plan; (ii) monitor the progress of the Program, and make recommendations to Omeros’ research team as needed on next steps to implement the Program; (iii) determine whether the Milestones have been satisfied and achieved; and (iv) provide periodic meeting reports on the status of the Program to SMRI (the “JPAC Reports”), which JPAC Reports shall not include the chemical structure of any Products or Product candidates in recognition of the serious harm to the Program and Omeros that could result from the disclosure of such structures.

Composition and Purposes. Upon the execution of this Agreement, 3DP ------------------------ and Schering will establish a Joint Research Committee which shall consist of six members, three designated by 3DP and three designated by Schering. The Joint Research Committee shall meet formally at least quarterly or with such other frequency, and at such time and location, as may be established by the Joint Research Committee, for the following purposes: (i) To review and approve, if appropriate, revisions to the Research Plan; (ii) To monitor and review the progress of the Research Program and to consider whether any amendment of the Research Program should be recommended to the Parties; (iii) To review Licensed Compounds proposed by either Party for further preclinical testing; (iv) To review and approve Biological Criteria for the Acceptance of Lead Candidates, Back-Ups and Follow-Ups; (v) To decide whether and how a Licensed Compound proposed by either Party as a potential Lead Candidate, Back-Up or Follow-up should be assessed in accordance with the Biological Criteria. (vi) To discuss matters relating to publications and Patents.

Composition and Purposes. During the term of the Research Plan, a Program Advisory Group (“PAG”) shall facilitate communication between the Parties, and make recommendations, with respect to the Research Plan. The PAG shall consist of four (4) members, two (2) of whom shall be designated by PTI (the “PTI Designees”), and two (2) of whom shall be designated by CFFT (the “CFFT Designees”). Each Party (a) shall select a coordinator for the Research Program (the “Program Coordinator”) from among its designees to the PAG (who may be changed at any time or from time to time by such Party with written notice to the other Party), and (b) may change any of its designees to the PAG at any time or from time to time with written notice to the other Party. The Program Coordinator of PTI shall serve as the Chairperson of the PAG.

Composition and Purposes. During the term of the Research Program, the Parties shall establish a Joint Research Advisory Committee (“JRAC”) consisting of four (4) members, two (2) of whom shall be designated by Sangamo (the “Sangamo Designees”), and two (2) of whom shall be designated by JDRF (the “JDRF Designees”). Each Party (a) shall select a program coordinator from among its designees to the JRAC (who may be changed at any time or from time to time by such Party), and (b) may change any of its designees to the JRAC at any time or from time to time. The program coordinator of Sangamo shall serve as the Chairperson of the JRAC. The Sangamo Designees initially shall be Xxxxx Xxx and Xxxx Xxxx, who also initially shall serve as Sangamo’s program coordinator and the Chairperson of the JRAC, and the JDRF Designees initially shall be Xxxxxxx Xxxxx and Xxxx Xxxx, who also initially shall serve as JDRF’s program coordinator. The JRAC shall have the authority to: (i) facilitate communication between the Parties with respect to the Research Program; (ii) receive Quarterly Reports from Sangamo with respect to the progress of the Research Program and consider and discuss such reports; (iii) determine whether the Milestones have been satisfied and achieved; and (iv) decide whether to recommend any changes presented by Sangamo in accordance with Section 2.4.

Composition and Purposes. During the term of the Research Program, the Parties shall establish a Joint Research Advisory Committee (“JRAC”) consisting of four (4) members, two (2) of whom shall be designated by Sangamo (the “Sangamo Designees”), and two (2) of whom shall be designated by JDRF (the “JDRF Designees”). Each Party (a) shall select a program coordinator from among its designees to the JRAC (who may be changed at any time or from time to time by such Party), and (b) may change any of its designees to the JRAC at any time or from time to time. The program coordinator of Sangamo shall serve as the

Composition and Purposes. Upon the execution of this Agreement, VERTEX and SCHERING will establish a Research Committee which shall consist of an equal number of persons designated from time to time by each of VERTEX and SCHERING. If the Research Committee chooses to designate a Committee Chair, the Chair will be elected from among the members of the Committee by a majority vote of the Committee, and may be removed in the same manner. The Research Committee shall meet formally at least quarterly, or with such other frequency, and at such time and location, as may be established by the Committee, for the following purposes: (i) To coordinate and review research activity and interactions between VERTEX and SCHERING, to review any proposal by either party to revise Development Criteria (as hereinafter defined), to review development candidates proposed by either party for development, and to consider whether redirection of the Research Program should be recommended to VERTEX and SCHERING under Section 2.10 of this Agreement; (ii) To receive and review reports by VERTEX and SCHERING, which shall be prepared and submitted to the Research Committee and to the other party hereto on a quarterly basis within fifteen (15) days after the end of each calendar quarter (commencing with the first full quarter after the execution of this Agreement), setting forth in reasonable detail, with supporting data, the results of work performed by VERTEX and SCHERING during the preceding calendar quarter under the Research Program, including any planned or filed patent applications covering Program Compounds; (iii) To review and consider revisions to the Research Plan; and (iv) To discuss matters relating to Patents.

Composition and Purposes. VERTEX and NOVARTIS have established and will continue to participate in a Joint Steering Committee ("JSC") which shall consist of an equal number of senior executives as may be designated by each party from time to time. The JSC shall initially have four (4) members. If the JSC chooses to designate a Committee Chair, the Chair will be appointed from among the members of the JSC designated by NOVARTIS. The JSC shall meet annually, or with such other frequency, and at such time and location, as may be established by the Committee, for the following purposes: (i) General oversight of the entire collaboration between VERTEX and NOVARTIS, including the Research Program and any development and commercialization of a Drug Product Candidate under the License Agreement; (ii) Periodically review the overall goals and strategy of the Research Program; (iii) Discuss and attempt to resolve any deadlocked issues submitted to it by the JRC, although the vote of VERTEX's representatives shall prevail if the JSC is unable to reach a consensus on any matter other than matters submitted to the JSC under Section 2.5.2(ii).