Common use of Establishment of Steering Committee Clause in Contracts

Establishment of Steering Committee. Promptly following the Effective Date, the parties shall establish a committee (the "Steering Committee") which shall perform the functions provided in this Section 9. The Steering Committee shall consist of four persons (or such other number as mutually agreed by the parties), with an equal number of members designated by each of Pierre Fabre and Cypress. Each Steering Committee member shall have xxxxxxxxxx xppropriate for the activities to be conducted by the Steering Committee. The Steering Committee shall meet at such times and such places as shall be determined from time to time by Pierre Fabre and Cypress, but in any event, not less than twice in exxx xxxxxxxx year. Members of the Steering Committee may participate in meetings of the Steering Committee in person or by conference telephone call. A quorum for the conduct of business by the Steering Committee shall consist of one member designated by Pierre Fabre and one member designated by Cypress. The members desigxxxxx xx Xxxrre Fabre shall collectively have one vote, and the members desigxxxxx xx Xxxress shall collectively have one vote. All actions and decisions by the Steering Committee shall require unanimous approval at a meeting at which a quorum is present, which shall be set forth in minutes of the proceedings of the Steering Committee, or unanimous written consent setting forth the actions or decisions taken. Expenses incurred by a member of the Steering Committee in connection with the activities of the Steering Committee will be borne by the party that designated such member.

Appears in 1 contract

Samples: License Agreement (Cypress Bioscience Inc)

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Establishment of Steering Committee. Promptly following the Effective Dateexecution and delivery of this Agreement, the parties shall establish a committee (the "Steering Committee") which shall perform the functions provided in this Section 9Article 2 or as otherwise set forth elsewhere in the Transaction Documents. The Steering Committee shall consist of four persons (or such other number as mutually agreed by the parties)4) persons, with an equal number two (2) of members whom shall be designated by each Licensor and two (2) of Pierre Fabre whom shall be designated by Fresenius AG and CypressLicensee, acting collectively. Each Steering Committee member shall have xxxxxxxxxx xppropriate for be a senior officer or employee of the activities to party appointing such member. The expenses incurred by a member of the Steering Committee shall be conducted borne by the Steering Committeeparty designating such member in accordance with such arrangements as may be established between such member and such party. The Steering Committee shall meet at such times and such places as shall be determined from time to time by Pierre Fabre Licensor and CypressFresenius AG, but in any event, not less than twice in exxx xxxxxxxx each calendar year. A request for the convening of a meeting of the Steering Committee shall be in writing, shall set forth the proposed date and place of such meeting, and shall be delivered not less than thirty days prior to the date proposed for the meeting, unless a shorter period is agreed to by the Steering Committee members. Members of the Steering Committee may participate in meetings of the Steering Committee in person or by conference telephone call. A quorum for the conduct of business by the Steering Committee shall consist of one member designated by Pierre Fabre Licensor and one member designated by Cypress. The members desigxxxxx xx Xxxrre Fabre shall collectively have one vote, Fresenius AG and the members desigxxxxx xx Xxxress shall collectively have one voteLicensee. All actions and decisions by the Steering Committee shall require either the unanimous approval of the members in attendance (in person or by conference telephone) at a meeting at which a quorum is present, which shall be set forth in minutes of the proceedings of the Steering CommitteeCommittee subscribed by the members, or the unanimous written consent of all of its members setting forth the actions or decisions taken. Expenses incurred by a member of the Steering Committee in connection with the activities of the Steering Committee will be borne by the party that designated such member.

Appears in 1 contract

Samples: License and Distribution Agreement (Cypress Bioscience Inc)

Establishment of Steering Committee. Promptly following the Effective Date, the The parties shall establish have established a committee (the "β€œSteering Committee") ”), which shall perform the functions provided in this Section 9. The Steering Committee shall consist of four persons (or such other number as mutually agreed by the parties), with an equal number of members designated by each of Pierre Fabre Xxxxxx Xxxxx and Cypress. Each Steering Committee member shall have xxxxxxxxxx xppropriate experience appropriate for the activities to be conducted by the Steering Committee. The Steering Committee shall meet at such times and such places as shall be determined from time to time by Pierre Fabre Xxxxxx Xxxxx and Cypress, but in any event, not less than twice in exxx xxxxxxxx each calendar year. Members of the Steering Committee may participate in meetings of the Steering Committee in person or by conference telephone call. A quorum for the conduct of business by the Steering Committee shall consist of one member designated by Pierre Fabre Xxxxxx Xxxxx and one member designated by Cypress. The members desigxxxxx xx Xxxrre Fabre designated by Xxxxxx Xxxxx shall collectively have one vote, and the members desigxxxxx xx Xxxress designated by Cypress shall collectively have one vote. All actions and decisions by the Steering Committee shall require unanimous approval at a meeting at which a quorum is present, which shall be set forth in minutes of the proceedings of the Steering Committee, or unanimous written consent setting forth the actions or decisions taken. Expenses incurred by a member of the Steering Committee in connection with the activities of the Steering Committee will be borne by the party that designated such member.

Appears in 1 contract

Samples: License Agreement (Cypress Bioscience Inc)

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Establishment of Steering Committee. Promptly following the Effective Date, the The parties shall establish have established a committee (the "Steering Committee") ), which shall perform the functions provided in this Section 9. The Steering Committee shall consist of four persons (or such other even number of members as mutually agreed by the parties), with an equal number of members designated by each of Pierre Fabre Xxxxxx Xxxxx and Cypress; provided that for so long as Forest is a sub-licensee of the Licensed Technology, one or more of the Cypress representatives on the Steering Committee shall be an employee of Forest or its Affiliate. Each Steering Committee member shall have xxxxxxxxxx xppropriate experience appropriate for the activities to be conducted by the Steering Committee. The Steering Committee shall meet at such times and such places as shall be determined from time to time by Pierre Fabre Xxxxxx Xxxxx and Cypress, but in any event, not less than twice in exxx xxxxxxxx each calendar year. Members of the Steering Committee may participate in meetings of the Steering Committee in person or, if requested by either party, by telephone or by conference telephone callvideo conference. A quorum for the conduct of business by the Steering Committee shall consist of one member designated by Pierre Fabre Xxxxxx Xxxxx and one member designated by Cypress. The members desigxxxxx xx Xxxrre Fabre designated by Xxxxxx Xxxxx shall collectively have one vote, and the members desigxxxxx xx Xxxress designated by Cypress shall collectively have one vote. All actions and decisions by the Steering Committee shall require unanimous approval at a meeting at which a quorum is present, which shall be set forth in minutes of the proceedings of the Steering Committee, or unanimous written consent setting forth the actions or decisions taken. Expenses incurred by a member of the Steering Committee in connection with the activities of the Steering Committee will be borne by the party that designated such member.

Appears in 1 contract

Samples: License Agreement (Cypress Bioscience Inc)

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