Development Committee. Arcadia and Xxxxxx shall establish a development committee (the “Development Committee”) comprised of no more than three (3) representatives of each of Arcadia and Xxxxxx. The Development Committee shall be chaired by a member thereof designated from time to time by Arcadia. The Development Committee shall oversee the Research Plan, Milestones and development and production of plants and microorganisms that produce Transgenic Oil in accordance with the Research Plan. The Development Committee may revise the Research Plan and the Milestones as deemed necessary and appropriate by unanimous written consent of all members. Meetings of the Development Committee shall be at least biannual and at such times and places or in such form (e.g., in person, telephonic or video conference) as the members of the Development Committee shall determine. Representatives of both Parties shall be present at any meeting of the Development Committee. Decisions of the Development Committee shall be made by a written consent signed by all six (6) members thereof. The Development Committee shall keep minutes of its deliberations setting forth, among other matters, all proposed actions and all votes thereon. All records of the Development Committee shall at all times be available to both Parties. The Development Committee by unanimous consent may delegate to one Party or to a specific representative the authority to make certain decisions. The Development Committee may revoke such authority by the written consent of four members. All disagreements within the Development Committee shall be subject to the following:
(i) The members of the committee will endeavor in good faith for a period of not more than ninety (90) days to attempt to resolve the disagreement;
(ii) If the members of the committee are unable to resolve the disagreement by the end of such period, the committee shall promptly present the disagreement to the President of Xxxx Products Division and the President of Arcadia or their respective designees, and the two executives shall endeavor to resolve the disagreement for a period of not more than thirty (30) days;
(iii) If the two executives are unable to resolve this disagreement, the disagreement shall be submitted for ADR as provided in Section 12(a).
Development Committee. As soon as practicable, the Parties will establish a joint development committee, comprised of at least one (1) and up to two (2) representatives of Omega and at least one (1) and up to two (2) representatives of Acuitas (the “JDC”). One such representative from each Party will be such Party’s Workplan Leader. Each Party may replace its Workplan Leader and other JDC representatives at any time upon written notice to the other Party, provided, however, that each Party shall use reasonable efforts to ensure continuity on the JDC. With the consent of the other Party (which will not be unreasonably withheld, conditioned or delayed), each Party may invite non-voting employees and consultants to attend JDC meetings as necessary, subject to consultant’s agreement to be bound to the same extent as a permitted subcontractor under Section 3.1(i).
Development Committee. The PARTIES agree to work together in good faith in the collaboration under this Agreement and to keep each other reasonably informed of its activities hereunder. Additionally, and in support of the foregoing, promptly after the Effective Date, the PARTIES will form a four-member committee (the “DEVELOPMENT COMMITTEE”), equally represented by EAGLE and XXXXXX, for the management of the development of the PRODUCTS, which will consist of the Chief Executive Officer and Chief Scientific Officer of each of EAGLE and XXXXXX. Each Party shall have the right, from time to time, to substitute new members, on a permanent or temporary basis, for any of its previously designated members of the DEVELOPMENT COMMITTEE. Each Party shall bear its own costs associated with participation in the DEVELOPMENT COMMITTEE.
4.1.1 The DEVELOPMENT COMMITTEE shall generally oversee and facilitate the development of the PRODUCTs. Each party shall promptly provide the other and the DEVELOPMENT COMMITTEE with a copy of any FDA correspondence within 48 hours of receipt thereof and it will be the responsibility of EAGLE, with the oversight and approval of the DEVELOPMENT COMMITTEE, to create an appropriate response thereto.
4.1.2 During the Term, the DEVELOPMENT COMMITTEE shall meet at least once each calendar quarter or at such other frequency as the DEVELOPMENT COMMITTEE determines. The PARTIES shall meet on a date and time and at a location determined by the DEVELOPMENT COMMITTEE; the PARTIES anticipate alternating meetings between the Party’s respective sites. Upon written notice by either Party to the other that a meeting is required or requested, a meeting will be held within thirty (30) calendar days of such notice on a date and time and at a location to be agreed upon by the PARTIES, or sooner if warranted by the circumstances. Notices requesting such a meeting shall include adequate information describing the activity to be reviewed. Any meetings of the DEVELOPMENT COMMITTEE may be held in person at a location to be agreed to by the PARTIES, or by videoconference to teleconference.
4.1.3 In the event of the PRODUCT FAILURE, the DEVELOPMENT COMMITTEE shall select a REPLACEMENT PRODUCT within one hundred eighty (180) days of such failure. In the event the DEVELOPMENT COMMITTEE fails to select the REPLACEMENT PRODUCT within such period, EAGLE shall be entitled to a refund in accordance with Section 3.1.2.
4.1.4 The DEVELOPMENT COMMITTEE shall have no power or authority to amend this...
Development Committee. The Development Committee shall be responsible for the preparation and execution of fundraising and communication plans to raise the financial resources needed to support the Foundation’s purposes and objectives. The Committee shall consist of three or more members appointed annually by the Foundation Board. The Vice President – Development shall chair the Committee and shall report regularly to the Foundation Board on Committee activities.
Development Committee. The Joint Management Committee will establish a development and commercialization committee (the "Development Committee") to oversee the pre-clinical and clinical Development and Commercialization of Products in the Field, and, if XOMA elects to Co-Promote such Product as provided in Section 4.1 below, Co-Promotion of Products in the Field. Decisions of the Development Committee will be by unanimous agreement; provided, however, that subject to the terms of this Agreement it is agreed that (x) Alexion shall have primary responsibility for clinical development; (y) XOMA shall have primary responsibility for the development of clinical and commercial-scale manufacturing processes and shall have primary responsibility for and control the preparation of chemistry and manufacturing controls documentation and/or submission of any drug master file relating to a Product manufactured by XOMA; and (z) Alexion shall have primary responsibility for pre-launch and other Commercialization activities. Should the members of the Development Committee fail to agree on any matter for which unanimous agreement has been sought and Alexion or XOMA requests a resolution, the matter shall be referred to the JMC for resolution in accordance with Article 12.
Development Committee. 8 3.2 Membership........................................................................................8 3.3
Development Committee. The Parties shall establish and maintain a committee (the “Development Committee”) to oversee the development of the Programs (including the continued development and refinement of the Development Plan and the Development Budget). The Development Committee shall be established, operated and governed in accordance with the policies and procedures set forth in Annex B hereto (the “Development Committee Charter”). The Development Committee Charter may be amended only with the unanimous approval of the Development Committee Members and the consent of the Symphony Dynamo Board. In no event shall the Development Committee have the power to amend the terms of any Operative Document.
Development Committee. RPRP and Introgen will establish a Development Committee to oversee, review and coordinate the development of Collaboration Products worldwide, including the conduct of the Early Stage Development Program and Later Stage Clinical Development in North America.
Development Committee. This Oversight Committee shall act as the body to which a teacher or administrator may appeal the LPDC’s decisions regarding the teacher’s/administrator’s IPDP based upon the rules established by the LPDC. In cooperation with Huron county ESC staff, the Oversight Committee shall process all necessary paperwork to the Ohio Department of Education as required for renewal of certificates/licenses.
Development Committee. The Association will appoint an Instructional & Professional Development Committee which will consider the future development of curriculum, teaching methods, aids, teaching materials, and educational facilities intended to encourage improvement of the educational program in the Framingham Public Schools. This committee will cooperate with the administrators in the implementation of the educational revisions and shall make recommendations to the Committee at reasonable times by mutual agreement. This committee will be consulted prior to any major change in the area described above.
