DECISION MAKING RESPONSIBILITIES. The Alliance Steering Committee shall be solely responsible for making all decisions specified as "Joint Decisions" hereunder and all decisions specifically reserved to it hereunder. All decisions by the Alliance Steering Committee are binding upon the parties. It is understood and agreed, however, that decisions requiring the expenditure of funds by either party shall be subject to approval by that party in accordance with its established procedures for approving expenditures of similar magnitude. Following approval of an expenditure decision by the Alliance Steering Committee, the Alliance Steering Committee shall notify the party of such recommendation and seek a prompt decision regarding same from the parties.
DECISION MAKING RESPONSIBILITIES. In addition to the foregoing general responsibilities and any other matters specified in this Agreement for resolution by the JCC, the JCC shall in particular have the following decision-making responsibilities with respect to the Cost Share Products:
(i) discuss and approve any Commercialization Plan or Commercialization Budget or any amendment or modification to a Commercialization Plan or Commercialization Budget, in each case, for any Cost Share Product, which amendments or modifications the JCC shall be required to formally document on an annual basis as part of the minutes of the meetings of the JCC,
(ii) determine the Commercial FTE Rate, which shall be consistent with Biogen’s internal FTE rates for similar activities, and
(iii) approve the matters contemplated by Exhibit C.
DECISION MAKING RESPONSIBILITIES. The JDMC shall be solely responsible for making all decisions specified as Joint Decisions hereunder and all decisions not specifically reserved to either Party hereunder, including, but not limited to, decisions with respect to the following matters:
2.7.1 the definition, review, approval and amendment (not less than annually) of each Program Plan and all related strategy and objectives (but not the actual conduct of such plans);
2.7.2 definition, review and approval of and changes to the strategy and objectives (but not the actual conduct) of the Collaboration;
2.7.3 management and allocation of resources of the Collaboration;
2.7.4 management and oversight of all Patent Rights and Technology used in connection with Product;
2.7.5 proposal of all budgets for the Collaboration;
2.7.6 review and approval of all subcontracts, sublicenses and Third Party licenses (other than the CT License Agreement and expressly including, without limitation, any and all supply and manufacturing agreements) and other agreements required or entered into in connection with the Collaboration, and any and all amendments thereto, including without limitation a determination, with respect to each such subcontract, sublicense, license or agreement, regarding whether it is appropriate to require the inclusion of the bankruptcy-protection provision set forth in Section 3.10 hereof;
2.7.7 performance of such other functions as appropriate to further the purposes of this Agreement and the Collaboration as determined from time to time by the Parties.
DECISION MAKING RESPONSIBILITIES. In addition to the foregoing general responsibilities and any other matters specified in this Agreement for resolution by the JDC, the JDC shall in particular have the following decision-making responsibilities:
(i) discuss, prepare and approve any Development Plan or Development Budget or any amendment or modification to a Development Plan or Development Budget or timelines or activities thereunder, [***], which amendments or modifications the JDC shall be required to formally document on an annual basis as part of the minutes of the meetings of the JDC,
(ii) discuss, prepare and approve the initial Development Plan and Development Budget for the [***], the Non-Ophthalmology Discovery Program, if applicable, and any Substitute Discovery Program,
(iii) designate the [***] Discovery Program within six (6) months of the Effective Date, B4849167.1
(iv) if, under Section 3.2, the Parties share Development Costs for any Initial Licensed Product that is not a Cost Share Product, develop and approve a procedure for sharing of such Development Costs consistent with the procedures set forth in Exhibit C,
(v) oversee and resolve the financial, budgetary and accounting issues which may arise in connection with any Development Plan and the corresponding Development Budget,
(vi) determine if (a) any AGTC Technology conceived, discovered, invented, created, made or reduced to practice or tangible medium outside of a Collaboration Program or (b) any Technology Controlled by Biogen that Biogen desires to use in a Collaboration Program, in each case ((a) and (b)), that comes into the Control of the applicable Party after the Effective Date, is to be used in a Collaboration Program, if such use would require additional Development activities or change the anticipated timing of any Pre-Funded Activities, Pre-Funded Discovery Activities or Post-Funding Development Activities under any Development Plan, subject to the provisions of Section 13.6.2(a) with respect to the use of any Technology that comes into the Control of AGTC or its Affiliates during the Term through a license of Third Party IP Rights, and
(vii) approve the matters contemplated by Exhibit C.
DECISION MAKING RESPONSIBILITIES. The TAC shall be solely responsible for making all decisions relating to planning and overseeing the execution of the Technology * CONFIDENTIAL TREATMENT REQUESTED Alliance Program that are not specifically reserved to a Party hereunder. All such decisions shall be made in good faith with he objective, using Commercially Reasonable Efforts, of achieving the Goal.
DECISION MAKING RESPONSIBILITIES. Pursuant to the terms of the Operating Agreement, the Management Committee shall be solely responsible for making all decisions regarding the operation and policies of the Joint Venture, not expressly reserved to the Members or to one Member, including, but not limited to, decisions with respect to the following matters:
(i) any amendments to or changes in the objectives and scope of the Research Program described in Article 5 hereof;
(ii) approval of the Annual Research Plans;
(iii) the appointment of the Scientific Director of the Joint Venture;
(iv) the appointment of the members of the Scientific Advisory Board of the Joint Venture;
(v) the appointment of consultants and scientific experts on behalf of the Joint Venture;
(vi) calls for Additional Capital Contributions from the Members;
(vii) business plans and annual budgets of the Joint Venture, subject to the limitations on Additional Capital Contributions;
(viii) prioritization of Research Projects, Special Projects and other activities of the Joint Venture;
(ix) annual financial statements, distributions to the Members, investment and allocation of surplus funds, establishment of reserves out of earnings (including disposition of such reserves) and establishment of accounting policy, including depreciation rates and accruals and internal accounting controls;
(x) [*] (xi) [*] (xii) [*] (xiii) [*] (xiv) [*]
DECISION MAKING RESPONSIBILITIES. The Management Committee shall be solely responsible for making all decisions regarding the operation and policies of the Company not expressly reserved to the Members or to one Member, including, but not limited to, decisions with respect to the following matters:
(i) any amendments to or changes in the objectives and scope of the Research Program described in Article 5 of the JV Master Agreement;
(ii) approval of the Annual Research Plans;
(iii) the appointment of the Scientific Director of the Company;
(iv) the appointment of the members of the Scientific Advisory Board of the Company;
(v) the appointment of consultants and scientific experts on behalf of the Company;
(vi) calls for Additional Capital Contributions from the Members;
(vii) business plans and annual budgets of the Company, subject to the limitations on Additional Capital Contributions;
(viii) prioritization of Research Projects, Special Projects and other activities of the Company;
(ix) annual financial statements, distributions to the Members, investment and allocation of surplus funds, establishment of reserves out of earnings (including disposition of such reserves) and establishment of accounting policy, including depreciation rates and accruals and internal accounting controls; [*]
DECISION MAKING RESPONSIBILITIES. The Management Committee shall be solely responsible for making all decisions specified as "Joint Decisions" hereunder and all decisions specifically reserved to it hereunder, including, but not limited to, decisions with respect to the following matters:
(i) any amendments to or changes in the objectives (but not the actual conduct) of the R&D Program described in Article 4 hereof;
(ii) any amendments to or changes in the Commercialization Program described in Article 8 hereof;
(iii) designation of specified Products or groups of Products and selection of Dimerizer Drugs and Apoptosis Dimerizers from the Dimerizer Drug List and the Apoptosis Dimerizers List, respectively, to be developed and commercialized by the Joint Venture;
DECISION MAKING RESPONSIBILITIES. Except for those decisions which require DRA's approval pursuant to either statute or the Rules of the Iowa Racing and Gaming Commission, all decisions pertaining to the excursion gambling boat operation shall be the sole responsibility of Greater Dubuque and shall be carried out by Greater Dubuque without the necessity of consulting with DRA. Except as provided in the Operating Agreement and except for its interest and/or rights as a co-licensee pursuant to Iowa law, DRA shall have no rights to, claims upon, or participation in, directly or indirectly, the ownership, operation, control, financing, or management of any excursion gambling boat of which Greater Dubuque is the licensed operator or any equipment or other facilities used therein now or in the future, or to the revenues derived therefrom, and further agrees that the ownership, operation, control, financing, and management of any excursion gambling boat of which Greater Dubuque is the licensed operator or any equipment or other facilities used therein, and the revenues derived therefrom are the sole and complete rights of Greater Dubuque."
4. Subparagraph 4(a)(2) is amended by adding the following prefatory paragraph at the start thereof: "THE PROVISIONS OF SUBPARAGRAPHS 4(a)(2) AND 4(a)(3) SHALL APPLY ONLY WHEN THE PROVISIONS OF SUBPARAGRAPH 4(a)(4) ARE NOT APPLICABLE."
5. Subparagraph 4(a)(3) is amended by adding the following prefatory paragraph at the start thereof: "THE PROVISIONS OF SUBPARAGRAPHS 4(a)(2) AND 4(a)(3) SHALL APPLY ONLY WHEN THE PROVISIONS OF SUBPARAGRAPH 4(a)(4) ARE NOT APPLICABLE."
6. Subparagraphs 4(a)(4) and 4(a)(5) of the Operating Agreement are created as follows:
DECISION MAKING RESPONSIBILITIES. Greater Dubuque shall consult with DRA and secure the consent of DRA on all matters of policy, including without limitation the following:
(a) Setting ticket price levels and admission price levels;
(b) Determining the number and types of gaming devices, the total square footage of the casino area, and the furnishing of the excursion gambling boat;
(c) Determining matters of policy relating to advertising, marketing, hiring of Greater Dubuque employees, public relations, entertainment, pricing, quality, and passenger relations with regard to excursion gambling boat operations;
(d) Setting the number of excursions per year and approving the length of each excursion;
(e) Setting routes and docking sites for the excursion gambling boat;
(f) Determining policies relating to the issuance of complimentary passes for admission to the excursion gambling boat;
(g) Determining all other policies relating to the operation of the excursion gambling boat or the conducting of gambling games. DRA and Greater Dubuque shall each form a separate committee consisting of not more than three (3) individuals for the purpose of consulting and reaching mutual agreement (subject to final approval by the DRA Board) with regard to the above referred to matters and any other matters of policy. If the parties cannot agree on a matter of policy, the issue shall be submitted to arbitration under the provisions of paragraph 6 herein. All day-to-day operational matters pertaining to the excursion gambling boat operation shall be the responsibility of Greater Dubuque and shall be carried out by Greater Dubuque without the necessity of consulting with DRA.
