Common use of Disbanding the JSC Clause in Contracts

Disbanding the JSC. At any time during the Term, and for any reason, Auxilium shall have the right to disband the JSC (and any Committees existing as of such time) upon written notice to Pfizer, which notice shall be effective immediately upon receipt (“Disbanding Notice”). Following the issuance of a Disbanding Notice and subject to this Section 3.8, (i) the JSC (and any Committees existing as of such time) shall immediately cease meeting and (ii) all decisions obligations rights and responsibilities within the purview of the JSC (and any Committees existing as of such time) shall henceforth be handled directly between the Parties; provided, that in the event of any disputes between the Parties the dispute resolution procedures set forth in Article 3 will continue to apply (substituting in the provisions of Article 3 references to “the Parties” instead of “the JSC”). If, at any time following the issuance of a Disbanding Notice, Auxilium wishes to reestablish the JSC, Auxilium shall notify Pfizer in writing and, thereafter, the JSC shall be reestablished and function in accordance with the provisions of this Article 3. For clarity, the disbanding of the JSC by Auxilium under this Section 3.8 shall have no impact on the consideration provided for or due to Auxilium under this Agreement.

Appears in 2 contracts

Samples: Development, Commercialization and Supply Agreement (Auxilium Pharmaceuticals Inc), Development, Commercialization and Supply Agreement (Auxilium Pharmaceuticals Inc)

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Disbanding the JSC. At any time during the Term, and for any reason, Auxilium shall have the right to disband the JSC (and any Committees existing as of such time) upon written notice to PfizerActelion, which notice shall be effective immediately upon receipt (“Disbanding Notice”). Following the issuance of a Disbanding Notice and subject to this Section 3.8, (i) the JSC (and any Committees existing as of such time) shall immediately cease meeting and (ii) all decisions obligations decisions, obligations, rights and responsibilities within the purview of the JSC (and any Committees existing as of such time) shall henceforth be handled directly between the Parties; providedParties with each Party maintaining its decision making authority, that consistent with Section 3.4, in the event of any disputes between the Parties the dispute resolution procedures set forth in Article 3 will continue to apply (substituting in the provisions of Article 3 references to “the Parties” instead of “the JSC”)dispute. If, at any time following the issuance of a Disbanding Notice, Auxilium wishes to reestablish the JSC, Auxilium shall notify Pfizer Actelion in writing and, thereafter, the JSC shall be reestablished and function in accordance with the provisions of this Article ARTICLE 3. For clarity, the disbanding of the JSC by Auxilium under this Section 3.8 shall have no impact on the consideration provided for or due to Auxilium under this Agreement.

Appears in 1 contract

Samples: Collaboration Agreement (Auxilium Pharmaceuticals Inc)

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Disbanding the JSC. At any time during the Term, and for any reason, Auxilium shall have the right to disband the JSC (and any Committees existing as of such time) upon written notice to PfizerSobi, which notice shall be effective immediately upon receipt (“Disbanding Notice”). Following the issuance of a Disbanding Notice and subject to this Section 3.83.9, (i) the JSC (and any Committees existing as of such time) shall immediately cease meeting and (ii) all decisions obligations decisions, obligations, rights and responsibilities within the purview of the JSC (and any Committees existing as of such time) shall henceforth be handled directly between the Parties; providedParties with each Party maintaining its decision making authority, that consistent with Section 3.4, in the event of any disputes between the Parties the dispute resolution procedures set forth in Article 3 will continue to apply (substituting in the provisions of Article 3 references to “the Parties” instead of “the JSC”)dispute. If, at any time following the issuance of a Disbanding Notice, Auxilium wishes to reestablish the JSC, Auxilium shall notify Pfizer Sobi in writing and, thereafter, the JSC shall be reestablished and function in accordance with the provisions of this Article ARTICLE 3. For clarity, the disbanding of the JSC by Auxilium under this Section 3.8 3.9 shall have no impact on the consideration provided for or due to Auxilium under this Agreement.

Appears in 1 contract

Samples: Collaboration Agreement (Auxilium Pharmaceuticals Inc)

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