Decisions of the Steering Committee. The Steering Committee in collaboration with the Project Promoter responsible for the overall direction and follow-up of the Project. The Steering Committee shall be free to act on its own initiative to formulate proposals and take decisions in accordance with the procedures set out herein. The following decisions shall be taken by the Steering Committee: Content, finances and intellectual property rights - Proposals for changes to Project Contract to be agreed by the Programme Operator - Changes to the Project Plan (including the Partnership Budget) - Withdrawals from Attachment 1 (Background included) - Attachment 2 (Background excluded) /NOT APPLICABLE - Additions to Attachment 4 (List of Third Parties) if case Evolution of the Partnership - Entry of a new Party to the Partnership and approval of the settlement on the conditions of the accession of such a new Party - Withdrawal of a Party from the Partnership and the approval of the settlement on the conditions of the withdrawal - Declaration of a Party to be a Defaulting Party - Remedies to be performed by a Defaulting Party - Termination of a Defaulting Party’s participation in the Partnership and measures relating thereto - Proposal to the Programme Operator for a change of the Project Promoter - Proposal to the Programme Operator for suspension of all or part of the Project - Proposal to the Programme Operator for termination of the Project and the Partnership Agreement In the case of abolished tasks as a result of a decision of the Steering Committee, Members shall rearrange the tasks of the Parties concerned. Such rearrangement shall take into consideration the legitimate commitments taken prior to the decisions, which cannot be cancelled.
Decisions of the Steering Committee. A quorum of the Steering Committee shall be present at any meeting of the Steering Committee if every member or a duly appointed substitute are present at such meeting in person or by telephone. If a quorum exists at any meeting, the unanimous consent of all members of the Steering Committee present at such meeting is required to take any action on behalf of the Steering Committee. Unless otherwise specially stated to the contrary herein, no individual party shall purport to act on behalf of the other party unless and then only to the extent authorised to do so by the Steering Committee.
Decisions of the Steering Committee. Decisions of the Steering Committee shall be made by unanimous vote of all members of the Steering Committee.
Decisions of the Steering Committee. Unless otherwise specifically designated as a responsibility of the Research Committee pursuant to Subsection 2.1.4., all decisions regarding the contractual and financial relationship created by this Agreement shall be made by the Steering Committee acting in accordance with this Agreement or by agents duly authorized in writing by the Steering Committee. A quorum of the Steering Committee shall be present at any meeting of the Steering Committee if at least one representative of each party is present at such meeting in person or by telephone. If a quorum exists at any meeting, the unanimous consent of all members of the Steering Committee present at such meeting is required to take any action on behalf of the Steering Committee.
Decisions of the Steering Committee. (a) The quorum for the decisions of the Steering Committee shall be reached when at least three SC Members appointed by each of the Parties shall be present or represented at the meeting. The decisions of the Steering Committee shall be validly passed by the unanimity of all the SC Members present or represented at the meeting. The language of the meetings of the Steering Committee shall be English and minutes of the meetings shall be written in English and signed by the SC Executives.
(b) The Parties shall endeavour to ensure that their respective representatives at the Steering Committee shall reach a common position on any matter subject to the decision of the Steering Committee and that they shall not unreasonably withhold their decision as to any matter.
(c) In the event of disagreement on a subject matter after two successive meetings of the Steering Committee, this subject matter shall be elevated by the SC Executives for the decision by the CEO’s. In such event, unless they are able to agree with respect to such issue within one week after such elevation, they shall meet together physically at a mutually acceptable location within two weeks after such elevation to discuss such issue.
Decisions of the Steering Committee. 5.1 Except as expressly contemplated to the contrary in this Agreement, decisions taken by the Steering Committee will be taken on the basis of each Party having one vote notwithstanding the number of Representatives present at a Steering Committee Meeting in respect of a Party.
5.2 Subject to clauses 5.4 below, all decisions of the Steering Committee put to the vote shall be approved if supported unanimously by the Parties present at the meeting.
5.3 The scope of this Agreement and the authority conferred on the Steering Committee by this Agreement shall not extend to any decision relating to the acquisition (by way of freehold, leasehold or otherwise) or disposal (by way of sale, transfer, assignment, lease, tenancy, charge, mortgage or holding on trust) of land by a Party.
5.4 The Middle Level Commissioners shall not be entitled to vote on any proposed resolution or decision of the Steering Committee where such resolution or decision would result directly in expenditure being incurred by a Party in relation to the Project.
Decisions of the Steering Committee. A quorum of the Steering Committee will be present at any meeting of the Steering Committee if both members are present at such meeting (or a designated deputy if a member is not present) in person or by telephone or videoconference. If a quorum exists at any meeting, a unanimous vote of the members of the Steering Committee present at such meeting is required to take any action on behalf of the Steering Committee. If the Steering Committee fails to reach unanimity on a matter before it for decision, the matter shall be resolved in accordance with the dispute resolution provisions set forth in Section 12.1 of this Agreement. If the Parties are unable to agree after negotiation in good faith, then the matter shall be resolved consistent with Elanco’s position to the extent such matter relates to the development of Elanco Compounds and/or their use in the Field; provided, however, that in connection with technical issues involving Ambrx Technology, or to the extent any issue relates to matters outside the Field, such issues shall be resolved consistent with Ambrx’ position. Strategic decisions in the Field that are within the purview of the Steering Committee, such as, for example, selection of Products for further study in the Design & Development Program, or selection of Products for further development and commercialization by Elanco, shall be resolved consistent with Elanco’s position. The Steering Committee shall not have authority to amend the terms and conditions of this Agreement.
Decisions of the Steering Committee. A quorum of the Steering Committee will be present at any meeting of the Steering Committee if one (1) representative of each Party is present at such meeting in person or by telephone or videoconference. If a quorum exists at any meeting, a unanimous vote of the members of the Steering Committee present at such meeting is required to take any action on behalf of the Steering Committee. If the Steering Committee fails to reach unanimity on a matter before it for decision, the matter shall be resolved between the through good faith negotiations. If the Parties are unable to reach agreement within [*], the matter shall be referred to the president of Elanco and the chief executive officer of Scynexis. If the Parties are still unable to reach agreement after within [*] of referring the matter to the president of Elanco and the chief executive officer of Scynexis, then the matter shall [*]. Notwithstanding the foregoing, a Party’s resolution of a disputed matter in accordance with the foregoing shall be consistent with the terms of this Agreement. The Steering Committee shall not have the authority to amend or change the terms of this Agreement, to resolve disputes regarding the breach of this Agreement or payments due hereunder, or to resolve matters that are expressly identified herein as being subject to the mutual agreement of the Parties.
Decisions of the Steering Committee. At least [***] appointed by each Party shall be present at or shall otherwise participate in each Steering Committee meeting. Each Party has one vote in the decisions of the Steering Committee. Decisions of the Steering Committee shall be unanimous. If the members of the Steering Committee cannot agree on a particular issue, such issue shall be escalated pursuant to Section 11.3. Other communications between or among any members of the Steering Committee outside of a Steering Committee meeting shall not be deemed to constitute a Steering Committee decision unless incorporated in meeting minutes, nor shall any decision of the Steering Committee outside its authority be deemed binding on either Party.
Decisions of the Steering Committee. The Steering Committee shall be free to act on its own initiative to formulate proposals and take decisions in accordance with the procedures set out herein. The following decisions shall be taken by the Steering Committee: changes to the Program strategy; changes to the Budget; entry of a new Participant to the Program and approval of the settlement on the conditions of the accession of such a new Participant; withdrawal of a Participant from the Program and the approval of the settlement on the conditions of the withdrawal; declaration of a Participant to be a Defaulting Participant; remedies to be performed by a Defaulting Participant; termination of a Defaulting Participant’s participation in the Program and measures relating thereto; change or replacement of the Program Coordinator; appoint or change the Chairperson; suspension of all or part of the Program; termination of the Program and the Consortium Umbrella Agreement.
