Common use of Establishment of Steering Committee Clause in Contracts

Establishment of Steering Committee. The Parties hereby establish a Steering Committee for coordinating the development, commercialization, and marketing of the Licensed Product in the Field in the Territory. The Steering Committee will be composed of [*******] representatives of each Party, who shall be appointed (and may be replaced at any time) by such Party on written notice to the other Party in accordance with this Agreement. Such representatives shall include individuals within the senior management of each Party with expertise and responsibilities in the areas of clinical development, process sciences, manufacturing, regulatory affairs or product development and marketing, as applicable to the stage of development or commercialization of the Licensed Product. One of the three representatives for each Party shall be designated as that Party's General Manager. Although the members of the Steering Committee can and should change as the life cycle of the Licensed Product changes, the Parties will endeavor to keep the General Managers consistent for each Party throughout the collaboration to maintain continuity in the collaboration. The initial Steering Committee members, including the General Manager, from each Party are listed on Exhibit D attached hereto to the extent identified therein. Any member of the Steering Committee may designate a substitute to attend and perform the functions of that member at any meeting of the Steering Committee. The Steering Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. Committee will meet at least [****] each year (face-to-face) during the Term of this Agreement, or at any frequency agreed by the Steering Committee. In any event, the Steering Committee will meet [************] after the execution of this Agreement or as soon as practicable as mutually agreed by the Parties. Each representative on the Steering Committee will have one vote in decisions submitted to the Steering Committee. Unless otherwise specifically set forth in this Agreement, all issues to be resolved by the Steering Committee shall be resolved by the affirmative vote of [**********************] on the Steering Committee (or such representative's designee). ALTUS shall also notify FALK of and shall use [************************************] to accoxxxxate requests by FALK to participate in [******************************************************** ********************].

Establishment of Steering Committee. The Parties hereby establish a Steering Committee for coordinating the development, commercialization, and marketing of the Licensed Product in the Field in the Territory. The Steering Committee will be composed of [*******] representatives of each Party, who shall be appointed (and may be replaced at any time) by such Party on written notice to the other Party in accordance with this Agreement. Such representatives shall include individuals within the senior management of each Party with expertise and responsibilities in the areas of clinical development, process sciences, manufacturing, regulatory affairs or product development and marketing, as applicable to the stage of development or commercialization of the Licensed Product. One of the three representatives for each Party shall be designated as that Party's General Manager. Although the members of the Steering Committee can and should change as the life cycle of the Licensed Product changes, the Parties will endeavor to keep the General Managers consistent for each Party throughout the collaboration to maintain continuity in the collaboration. The initial Steering Committee members, including the General Manager, from each Party are listed on Exhibit D attached hereto to the extent identified therein. Any member of the Steering Committee may designate a substitute to attend and perform the functions of that member at any meeting of the Steering Committee. The Steering Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 of the Securities ActOF THE SECURITIES ACT. Committee will meet at least [****] each year (face-to-face) during the Term of this Agreement, or at any frequency agreed by the Steering Committee. In any event, the Steering Committee will meet [************] after the execution of this Agreement or as soon as practicable as mutually agreed by the Parties. Each representative on the Steering Committee will have one vote in decisions submitted to the Steering Committee. Unless otherwise specifically set forth in this Agreement, all issues to be resolved by the Steering Committee shall be resolved by the affirmative vote of [**********************] on the Steering Committee (or such representative's designee). ALTUS shall also notify FALK of and shall use [************************************] to accoxxxxate requests by FALK to participate in [******************************************************* ** ********************].

Establishment of Steering Committee. The Parties hereby shall establish a Steering Committee for coordinating to oversee, review and coordinate each Party’s responsibilities pursuant to the development, commercialization, and marketing of the Licensed Product in the Field in the TerritoryDevelopment Plans. The Steering Committee will be composed shall consist of [*******] representatives a total of six (6) members, with three (3) members from each Party, who two of the members shall be appointed designated by the applicable Party as the chairperson (“Chairperson”) and the secretary (“Secretary”). The initial members of the Steering Committee are set forth on Exhibit A attached hereto and incorporated herein by reference. Members of the Steering Committee may be replaced represented at any time) meeting by a designee appointed by such member for such meeting; provided that any person attending the Steering Committee (whether a member, designee, employee or contractor of a Party) shall be subject to written obligations of confidentiality at least as stringent as those set forth in Section 9.1 of this Agreement; and provided further that any non-employee designee of either Party must be pre-approved in writing by the other Party (such pre-approval not to be unreasonably withheld, delayed or conditioned). For the first year, the Chairperson shall be a person designated by Osiris and identified on Exhibit A. Thereafter, the Chairperson shall alternate every calendar year, beginning with a person designated by Genzyme. The Chairperson shall have the rights and responsibilities as set forth in Section 2.1.2. For the first year, the Secretary shall be a person designated by Genzyme and identified on Exhibit A. Thereafter, the Secretary shall alternate every calendar year, beginning with a person designated by Osiris. Each Party shall be free to change its members, on prior written notice to the other Party. Each Party may, in accordance with this Agreement. Such representatives shall include individuals within the senior management of each Party with expertise and responsibilities in the areas of clinical developmentits discretion, process sciences, manufacturing, regulatory affairs or product development and marketing, as applicable to the stage of development or commercialization of the Licensed Product. One of the three representatives for each Party shall be designated as that Party's General Manager. Although the members of the invite non-Steering Committee can and should change as the life cycle employees of the Licensed Product changes, the Parties will endeavor such Party to keep the General Managers consistent for each Party throughout the collaboration to maintain continuity in the collaboration. The initial attend any Steering Committee members, including the General Manager, from each Party are listed on Exhibit D attached hereto to the extent identified therein. Any member of the Steering Committee may designate a substitute to attend and perform the functions of that member at any meeting of the Steering Committeemeeting. The Steering Portions Committee may, in its discretion, establish subcommittees consisting of this Exhibit were omitted individuals from Genzyme and have been filed separately Osiris with the Secretary of the Commission pursuant expertise in particular areas relevant to the Company's application requesting confidential treatment under Rule 406 development of a Product for an Indication. Each Party shall have the Securities Act. Committee will meet right to have at least [****] each year one (face-to-face1) during the Term of this Agreement, or at representative serve on any frequency agreed by the Steering Committeesubcommittee that is formed. In any event, the Steering Committee will meet [************] after the execution of this Agreement or as soon as practicable as mutually agreed by the Parties. Each representative on the Steering Committee will have one vote in decisions submitted to the Steering Committee. Unless otherwise specifically set forth in this Agreement, all issues to be resolved by the The Steering Committee shall be resolved by remain in place until the affirmative vote expiration or termination of [**********************] on the Steering Committee (or such representative's designee). ALTUS shall also notify FALK of and shall use [************************************] to accoxxxxate requests by FALK to participate in [******************************************************** ********************]its responsibilities under any Development Plan.