Establishment and Functions. The Fund shall establish and maintain an advisory board (the Advisory Board ) that shall be authorized, but not obligated, to review and consult with the Managing Member with respect to Fund matters, including: (i) the annual review of the Fund s business plan; (ii) the annual review of the Fund s audited financial statements; (iii) annual consultation with Management on budgetary matters, including, without limitation, the amount reimbursed by the Fund to the Managing Member for the salaries, bonuses and benefits of Management; (iv) action for which the Advisory Board s approval is required under Section 6.5(f); and/or (v) any other matter as to which the Managing Member determines to consult with the Advisory Board. Notwithstanding anything in this Agreement to the contrary, the Advisory Board shall not have any right, power, or authority to act for or on behalf of or to bind the Fund.
Establishment and Functions. We have established the SERG to:
(a) ensure that the health of the Alliance and the performance of the ALT is monitored; and
(b) provide a forum for communication between senior management of the Participants and the ALT with respect to the performance of the Alliance and related corporate issues. The functions of the SERG are more fully described in Part 1 of Schedule 6 (Functions of SERG, ALT, AMT and the Alliance Manager).
Establishment and Functions. Dermion and Ciba shall establish a research and development steering Committee (the "Committee"), which shall be responsible for overseeing all aspects of the Program. The Committee shall plan, administer, and monitor the Program and shall keep the parties reasonably informed as to the status of all Program activities. Without limiting the foregoing, the approval of the Committee shall be required for the following actions with respect to the Program:
(i) The adoption, amendment or repeal of any material plan or policy, including Annual Plans, with respect to the Program;
(ii) The determination as to whether to pursue research concerning or the development of any particular Product;
(iii) The determination as to whether to make any material changes or material adjustments with respect to the research concerning or development of any particular Product or the Program generally;
Establishment and Functions. Dermion and Ciba shall establish a research and development steering Committee (the "Committee"), which shall be responsible for overseeing all aspects of the Program. The Committee shall plan, administer, and monitor the Program and shall keep the parties reasonably informed as to the status of all Program activities. Without limiting the foregoing, the approval of the Committee shall be required for the following actions with respect to the Program:
(i) The adoption, amendment or repeal of any material plan or policy, including Annual Plans, with respect to the Program;
(ii) The determination as to whether to pursue research concerning or the development of any particular Product;
(iii) The determination as to whether to make any material changes or material adjustments with respect to the research concerning or development of any particular Product or the Program generally;
(iv) The termination of Program activities with respect to any Product;
(v) The organization of, or the acquisition or disposition of any interest in, any other Person by Dermion in connection with the Program;
(vi) The execution, material amendment or termination by Dermion of any agreement for the acquisition from a third Person of Patent Rights or Know-How (or a license thereof) in connection with Program activities;
(vii) Subject to the provisions of Section 4.5, the filing of any patent application with respect to any Jointly Developed Technology;
(viii) Except as contemplated in the then-current Annual Plan, any capital expenditure or series of related capital expenditures in connection with the Program aggregating in excess of Five Thousand Dollars ($5,000);
(ix) Except as contemplated in the then-current Annual Plan, any agreement for the performance of any Program activities by a third party subcontractor involving payments in excess of Five Thousand Dollars ($5,000);
(x) The determination as to whether to pursue an IND, IDE or NDA with respect to any Product;
(xi) The determination as to whether any technology developed pursuant to the Program constitutes Improvements to Ciba Technology, Improvements to Dermion Technology, Improvements to IOMED Technology or Jointly Developed Technology;
(xii) The establishment and approval of the Final Marketing Image of any System; and
(xiii) The amendment or appeal of any prior resolutions of the Committee.
Establishment and Functions. The Operating Agreement shall provide that: (i) the Management Committee shall establish a Scientific Advisory Board ("SAB") for the Joint Venture, consisting of experts in the Field or related fields who may be members of the Scientific Advisory Board of either ARIAD or HMRI or may be previously unaffiliated with either party; and (ii) the SAB shall perform such functions and advise the Joint Venture on matters as the Management Committee may from time to time determine, including, without limitation, evaluation of the Research Program and the provision of advice on scientific, technical and intellectual property matters.
Establishment and Functions. The Management Committee shall establish a Scientific Advisory Board ("SAB") for the Company, consisting of experts in the Field or related fields who may be members of the Scientific Advisory Board of either Member or may be previously unaffiliated with either party. The SAB shall perform such functions and advise the Company on matters as the Management Committee may from time to time determine, including, without limitation, evaluation of the Research Program and the provisions of advice on scientific, technical and intellectual property matters.
Establishment and Functions. SCRIPTGEN and HMR shall establish a Scientific Committee and a Steering Committee.
(a) The Scientific Committee shall (i) plan, administer and monitor all scientific aspects of the Collaboration Program to the extent set forth in the Work Plan, (ii) recommend to the Steering Committee compounds to be considered for pre-clinical candidate approval and development as provided in the Work Plan, and (iii) recommend which inventions which constitute Joint Technology should be the subject of patent prosecution as contemplated by Section 5.1
(b) The Steering Committee shall (i) approve those compounds which shall be pre-clinical candidates and therefore subject to further development as provided in the Work Plan, (ii) decide which inventions which constitute Joint Technology shall be the subject of patent prosecution as contemplated by Section 5.1 and (iii) make any decisions related to the Collaboration Program beyond the decision-making authority of the Scientific Committee. The Steering Committee shall also resolve any issue which cannot be resolved by the Scientific Committee. Any issue which also cannot be resolved by the Steering Committee shall be referred to the Chief Executive Officer of Scriptgen and the Head of Research and Development of HMR AG for resolution.
Establishment and Functions. The Fund shall maintain an Advisory Board that shall be authorized, but not obligated, to review and consult with the Managing Member with respect to Fund matters, including: (i) the semi-annual review of the Fund's business plan;
Establishment and Functions. Within five (5) days of the --------------------------- Effective Date, MYRIAD and SCHERING shall establish a Joint Research Steering Committee (the "JRSC"). The JRSC shall plan, administer and monitor the Research Program. In particular, the JRSC shall prepare an Annual Research Plan (including the selection of any Baits to be used in conjunction with the ProNet Technology), review progress in the Research Program and recommend necessary adjustments to the Research Program as the research takes place.
Establishment and Functions. The Steering Committee shall --------------------------- plan, administer and monitor the Research Program. In particular, the Steering Committee shall review progress in the Research Program and recommend necessary adjustments to the Research Program as the research takes place.
