Financial Working Group Clause Samples

Financial Working Group. A Financial Working Group shall be established which shall consist of (1) the School District Treasurer / CFO, Assistant Treasurer, and financial staff as needed, (2) the United Way Chief Financial Officer, Controller, and financial staff as needed, and (3) representatives from the PEO Board, not more than one from each represented entity.

Financial Working Group. Within thirty (30) days following the Effective Date, the JSC will establish a financial working group subcommittee (“Financial Working Group”) that will be responsible for initially reviewing all budgets included as part of the Development Plans and Commercialization Plans, and for overseeing the operational aspects of all co-funding and payment activities under this Agreement. The JSC shall determine the appropriate number of representatives of each Party that will constitute the Financial Working Group. Promptly following the Effective Date, each Party shall designate their respective initial representatives to the Financial Working Group to allow such Financial Working Group to begin organizing information for the initial meetings of each of the JRDC and JSC. Unless otherwise specified by the JSC, the Financial Working Group shall operate generally in accordance with the provisions of Section 3.8, and shall have no authority to alter or amend the terms and conditions of this Agreement. Both Parties’ representatives on the Financial Working Group shall make decisions and act in accordance with the General Principles.

Financial Working Group. No later than [***] after the Effective Date, the Parties will establish a financial working group subcommittee (“Financial Working Group”), which shall work with the JDC, the JCC and the JSC, and will be responsible for (a) initially reviewing all budgets included as part of each Global Development Plan and each Joint Commercialization Plan, (b) establishing the FTE Rate with respect to Commercialization activities hereunder, (c) agreeing upon a new [***] when required as set forth in Section 1.181 (Net Sales), (d) agreeing upon any reasonably allocable costs to be included in Development Costs, Manufacturing Costs, or Allowable Expenses hereunder, (e) overseeing the operational aspects of all co-funding and payment activities under this Agreement, and (f) such other responsibilities expressly assigned to the Financial Working Group under this Agreement. The Financial Working Group shall include individuals from each Party with reasonable expertise in the areas of accounting, cost allocation, budgeting and financial reporting. The Parties shall determine the appropriate number of representatives of each Party that will constitute the Financial Working Group, which shall be an equal number, and the frequency of meetings thereof. Each Party shall designate their respective initial representatives to the Financial Working Group to allow such Financial Working Group to begin organizing information for the initial meetings of the JDC and the JSC. The Financial Working Group shall operate generally in accordance with the provisions of Section 7.6 (Membership, Meetings, and Meeting Minutes). The

Financial Working Group. If GSK exercises its Option pursuant to Section 3.8 (Exercise of Option and License Effective Date), then, no later than [**] following the -86- License Effective Date, the Parties will establish a financial working group subcommittee (“Financial Working Group”), which shall work with the JDC, the JCC, the JMC and the JSC, as applicable, and will be responsible for (a) reviewing and agreeing on the Joint Development Budget and Joint Development Forecast, and all Updates and amendments thereto, in coordination with the JDC (subject to JSC approval) pursuant to Section 5.2.2(d); (b) reviewing and agreeing on the Manufacturing Tech Transfer [**] in coordination with the JMC (subject to JSC approval) pursuant to Section 7.3.1 (Manufacturing Tech Transfer Plan); (c) if Mersana exercises its Profit Share Election pursuant to Section 9.1.1 (Exercise of Profit Share Election), (i) reviewing the Shared Territory Commercialization Budget and the Shared Territory Commercialization Forecast, including all Updates and amendments thereto; and (ii) establishing the FTE Rate with respect to Commercialization activities for Licensed Products in the Shared Territory; (d) overseeing the operational aspects of all co-funding and payment activities under this Agreement, including as set forth in Article 11 (Financial Provisions); (e) discussing and agreeing (in consultation with the JDC, JCC and JMC, and subject to JSC approval) on the appropriate methodology for calculating any amounts payable pursuant to Section 7.4.1(a) or Section 7.4.1(b), as applicable; and (f) such other functions as are specifically designated to the Financial Working Group in this Agreement, or as the Parties otherwise agree in writing are appropriate to further the purposes of this Agreement. The Financial Working Group shall include individuals from each Party with reasonable expertise in the areas of accounting, cost allocation, budgeting and financial reporting. The Parties shall determine the appropriate number of representatives of each Party that will constitute the Financial Working Group, which shall be an equal number, and the frequency of meetings thereof. Each Party shall designate their respective initial representatives to the Financial Working Group to allow such Financial Working Group to begin organizing information for the initial meetings of the JDC and the JSC. The Financial Working Group shall operate generally in accordance with the provisions of Section 10.7 (Membership, Meetings...

Financial Working Group. Within thirty (30) days following the Effective Date, the Parties will establish a financial working group subcommittee (“Financial Working Group”) which shall work with (a) the JDCs responsible for the WRN Program, the WRN Development Program and MAT2A Development Program, (b) the JCCs responsible for the Commercialization of each of the WRN Products and MAT2A Products, and (c) the JSC with respect to the preparation of Pre-Tax Profit or Loss statements in accordance with the Reconciliation Procedures in the Pre-Tax Profit and Loss Schedule. The Financial Working Group shall include individuals from each Party with reasonable expertise in the areas of accounting, cost allocation, budgeting and financial reporting. The Parties shall determine the appropriate number of representatives of each Party that will constitute the Financial Working Group, which shall be an equal number, and the frequency of meetings thereof. Each Party shall designate their respective initial representatives to the Financial Working Group to allow such Financial Working Group to begin organizing information for the initial meetings of the applicable JDC and the JSC. The Financial Working Group shall operate generally in accordance with the provisions of Section 5.7, and shall have no authority to alter or amend the terms and conditions of this Agreement. The Financial Working Group shall meet in accordance with Section 5.7.2 for so long as either (a) the Parties are engaging in sharing of Development Costs for the WRN Program, or for the WRN Development Program or MAT2A Development Program, respectively, or (b) GSK or its Affiliates are Commercializing the MAT2A Product or WRN Product in the Profit-Sharing Territory.

Financial Working Group. Promptly after the date hereof, DT and MetroPCS shall establish, and DT shall cause TMUS to designate the appropriate employees to participate with employees of MetroPCS in, a joint working group to prepare for the integration of TMUS and its Subsidiaries after the Closing into MetroPCS's internal control structure and procedures for financial reporting compliance with the requirements of Rule 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and MetroPCS's financial reporting structure.

Financial Working Group