Formation and Function Sample Clauses

Formation and Function. Promptly after the Effective Date, CollaGenex and Atrix will each appoint two senior representatives to a committee (the "Marketing Advisory Board") that shall have oversight for any activity under this Agreement for the Territory. CollaGenex will select an individual to serve as chairman of the Marketing Advisory Board for the initial 12 months. Thereafter, the chairmanship will rotate between an Atrix member and a CollaGenex member every 12 months. Each of CollaGenex and Atrix shall bear its own travel and lodging expenses incurred in connection with the attendance of its representatives at meetings of the Marketing Advisory Board. Except as set forth in Section 5.01(c), the Marketing Advisory Board will be consulted by both Parties on all major decisions in the marketing of each Product in the Territory, including, without limitation, in the following areas as they relate to each Product: (i) Product positioning in the marketplace; (ii) quantity of direct selling efforts, including the number of sales details to be made; (iii) extent and degree of non-personal selling and promotional efforts; (iv) quantity and content of workshops and medical symposia; (v) design and implementation of a Phase IV study program to support the Product, if any; (vi) design and implementation of a consumer awareness program; (vii) selection of dentists for a medical advisory board and speakers bureau; (viii) dispute resolution regarding sales, marketing and promotional activities related to the Product; (ix) internet presence; and (x) design and performance of other clinical studies in the Territory. CollaGenex, alone, will be responsible for making the final decisions on the marketing of each Product regardless of the action or inaction of the Marketing Advisory Board, except with respect to Phase IV studies for which Atrix bears 100% of the cost, which shall be under the sole direction and control of Atrix. CollaGenex agrees that in making such decisions and taking such actions that it will consider the effect of such decisions and actions on the marketing and sale of such Product outside the Territory. Notwithstanding the foregoing, for the avoidance of doubt, Atrix, alone, shall make the final decision on all matters concerning the Manufacture of the Products.
Sample 1
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Formation and Function. Within 30 days following the Effective Date, the Parties will establish a joint steering committee (the “Joint Steering Committee”) pursuant to this Section 2. For clarity, the Joint Steering Committee under this Agreement may be composed of the same individuals, and may also function as, the Joint Steering Committee under the Co-Marketing and Distribution Agreement entered into by the Parties concurrently with this Agreement.
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Formation and Function. Promptly after the Effective Date, Nycomed and Acusphere will each appoint two (2) senior representatives to a committee (the "Steering Committee") that shall have oversight for any activity under this Agreement for the Territory. Acusphere will appoint one of their representatives as chairman of the Steering Committee for the initial twelve (12) months. Thereafter, the chairmanship will rotate between a Nycomed member and an Acusphere member every twelve (12)
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Formation and Function. The Parties will form a joint steering committee (“JSC”) promptly following the Effective Date, that will oversee and manage the collaboration of the Parties under this Agreement, including: (i) the review and approval of all proposed Project Schedules and recommending any amendments thereto (subject to agreement by the Parties), (ii) receiving and reviewing updates on development activities and other activities contemplated by this Agreement, (iii) review and approval of development activities or any deliverables set forth in any Project Schedule, (iv) ensuring the cooperation and participation of the Parties in the performance of a Project Schedule, (v) reviewing the recommendations, plans and other activities in support of this Agreement, (vi) resolving disputes escalated to the JSC in accordance with Section 6.6 (Escalation Process), and (vii) all other matters related to this Agreement or any development activities expressly delegated to the authority of the JSC hereunder.
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Formation and Function. The Parties may form a joint project team (the “JPT”) composed of a reasonable number of representatives from each Party with appropriate professional and technical qualifications, and ongoing familiarity with the development activities contemplated by this Agreement, in the areas of project management, clinical, regulatory, technical and quality. The JPT may manage the development activities under a Project Schedule and confer on a regular basis regarding the status and progress of the development activities. One member of the JPT from each Party will prepare and provide a summary update of the JPT’s activities to the JSC in advance of each JSC [*] meeting.
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Formation and Function. A collaboration committee (the “Collaboration Committee”) shall oversee and manage activities under this Agreement, including the collaboration generally, developing, approving and implementing a Joint Marketing Plan, reviewing ordering patterns, reviewing the List Price, developing and providing current quarter and rolling [*] forecasts, considering Approved Entities, maintaining the Parties’ alignment on product positioning, launch plans, planning outreach events, and considering necessary actions towards competitive threats.
Sample 1
Formation and Function. Within [***] after the Effective Date, the Parties shall form a joint steering committee (“Joint Steering Committee” or “JSC”) to oversee and manage the collaboration of the Parties under this Agreement. The responsibilities of the JSC shall include: (i) making such changes, or having such changes made, to the Work Plan as it deems necessary to accomplish Work Plan objectives, and reviewing and approving any other proposed amendments to the Work Plan, (ii) receiving and reviewing updates on Activities and other activities contemplated by this Agreement, (iii) reviewing and approving Activities or any Deliverables set forth in the Work Plan, (iv) ensuring the cooperation of the Parties in the performance of the Work Plan, and that the Parties are meeting their commitments for both human and financial support and are each fulfilling all of their respective obligations hereunder, (v) reviewing the recommendations, plans and other activities in support of this Agreement, (vi) resolving disputes escalated to the JSC in accordance with Section 2.6, and (vii) all other matters related to this Agreement or any Activities expressly delegated to the authority of the JSC hereunder or as the Parties otherwise agree.
Sample 1
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Formation and Function. The Parties will form a Joint Steering Committee promptly following the Effective Date. The JSC will serve as a coordinating body for (i) strategic considerations related to the development and commercialization of the RUO Assays and (ii) the transitioning from the RUO Phase and to the IVD Phase if and when the IVD Kits Option is duly exercised. Among other things, the JSC will perform the following functions: (i) review the Product Development Plan and the Product Commercialization Plan, (ii) receive and review updates on Activities contemplated by the Product Development Plan and the Product Commercialization Plan, (iii) serve as a forum for resolving disputes arising in Joint Subcommittees, and (iv) all other matters related to this Agreement expressly delegated to the authority of the JSC hereunder, including allocation of responsibilities for customer support and the potential transfer of assay manufacturing by Oncocyte to Bio-Rad.
Sample 1
Formation and Function. Promptly after the Effective Date, Warner and Onyx will each appoint 3 representatives to a management committee (the "STEERING COMMITTEE") that shall have overall management responsibility for the Collaboration, subject to the terms of this Agreement. Warner will select an individual to serve as chairman of the Steering Committee for the initial 12 months. Thereafter, chairmanship will rotate between an Onyx member and a Warner member every 12 months. The Steering Committee will be charged with overseeing and managing the entire Collaboration, including oversight of the activities and decisions of the Research Management Committee. In addition, the role of the Steering Committee will be to: (1) coordinate the Parties' activities hereunder; (2) resolve problems or settle disagreements that are unresolved by the Research Management Committee, the Development Team and the Joint Marketing Committee unless otherwise indicated in this Agreement; (3) approve allocations of tasks and resources required to carry out the goals of the Collaboration; (4) review and approve the Research Plan, the Development Plan and Budget for each Licensed Product, and the Marketing Plan and Budget for each Licensed Product that has achieved Regulatory Approval in the Shared Territory; (5) designate Licensed Products for Development as provided in Section 3.6; (6) encourage and facilitate ongoing cooperation between the parties; (7) coordinate and monitor the payments and repayments to be made by and between the parties; and (8) perform such other functions as appropriate to further the purposes of this Agreement as determined by the parties. All decisions of the Steering Committee shall be by unanimous consent of its members. Any disputes or disagreements within the Steering Committee shall be resolved pursuant to Section 2.6.
Sample 1

Related to Formation and Function

  • Formation and Name Office; Purpose; Term

  • Information and Reporting The Adviser shall provide the Trust and its respective officers with such periodic reports concerning the obligations the Adviser has assumed under this Agreement as the Trust may from time to time reasonably request.

  • Audit of Existing Content and Functionality By September 1, 2017, the Recipient will propose for OCR’s review and approval the identity and bona fides of an Auditor (corporation or individual) to audit all content and functionality on its website, including, but not limited to, the home page, all subordinate pages, and intranet pages and sites, to identify any online content or functionality that is inaccessible to persons with disabilities, including online content and functionality developed by, maintained by, or offered through a third party vendor or an open source. The Auditor will have sufficient knowledge and experience in website accessibility for people with disabilities to carry out all related tasks, including developing a Proposed Corrective Action Plan. The Audit will use the Benchmarks for Measuring Accessibility set out above, unless the Recipient receives prior permission from OCR to use a different standard as a benchmark. During the Audit, the Recipient will also seek input from members of the public with disabilities, including parents, students, employees, and others associated with the Recipient, and other persons knowledgeable about website accessibility, regarding the accessibility of its online content and functionality.

  • Information and Data ‌ Upon request of the Union, the Employer agrees to furnish the Union with the following information: budgets for the Board of Regents; budgets for each College; public information used in the preparation of budgets as provided by law such as salaries; minutes of meetings of the Board; policies of the Board of Regents which apply to faculty members. Voluminous information shall be made available for inspection or will be provided at reproduction cost.

  • Incorporation and Organization The Corporation has been incorporated or formed, as the case may be, is organized and is a valid and subsisting corporation or partnership, as the case may be, under the laws of its jurisdiction of existence and has all requisite corporate power and capacity to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof.

  • Information and Access (a) The Company and Parent each shall (and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause, its and their respective Representatives to), upon the reasonable request by the other, furnish to the other, as promptly as practicable, with all information concerning itself, its Representatives and such other matters as may be necessary or advisable in connection with the Schedule 14D-9 or Schedule TO (including with respect to Parent, information concerning the Investors) and any information or documentation to effect the expiration of all waiting periods under applicable Antitrust Laws and all filings, notices, reports, consents, registrations, approvals, permits and authorizations, made or sought by or on behalf of Parent, the Company or any of their respective Affiliates to or from any third party, including any Governmental Entity, in each case necessary or advisable in connection with the Transactions and, with respect to the information supplied in writing by or on behalf of Parent, its Affiliates or its or their respective Representatives for inclusion in or incorporation by reference into the Schedule 14D-9, including with respect to the Investors. Each of Parent and the Company acknowledges and agrees that such information supplied by it pursuant to this Section 7.8(a) (as applicable) will be correct and complete in all material respects at the time so supplied. (b) In addition to and without limiting the rights and obligations set forth in Section 7.8(a), the Company shall (and shall cause its Subsidiaries to), upon reasonable prior notice, afford Parent and its Representatives reasonable access, during normal business hours, from the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, to the Company Employees, agents, properties, offices and other facilities, Contracts, books and records, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all other information and documents concerning or regarding its businesses, properties and assets and personnel as may reasonably be requested by or on behalf of Parent; provided, however, that, subject to compliance with the obligations set forth in Section 7.8(c): (i) neither the Company nor any of its Subsidiaries shall be required to provide such access or furnish such information or documents to the extent doing so would, in the reasonable opinion of the Company’s outside legal counsel result in (A) a violation of applicable Law, (B) the breach of any contractual confidentiality obligations in any Contract with a third party entered into prior to the date of this Agreement or following the date of this Agreement in compliance with Section 7.1 and Section 7.2; (C) waive the protection of any attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened Proceedings, in any material respect; or (D) such information or documents are reasonably pertinent to any adverse Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (subject to any rules or guidelines of discovery applicable to such adverse Proceeding); and (ii) in no event shall the work papers of the Company’s and its Subsidiaries’ independent accountants and auditors be accessible to Parent or any of its Representative unless and until such accountants and auditors have provided a consent related thereto in form and substance reasonably acceptable to such auditors or independent accountants. Any investigation conducted pursuant to the access contemplated by this Section 7.8(b) will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries and that would not reasonably be expected to create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including any Phase II environmental assessments. All requests for such access or information made pursuant to this Section 7.8(b) shall be initially directed to the Person set forth on Section 7.8(b) of the Company Disclosure Schedule, which Person may be replaced by the Company at any time by providing written notice to Parent, and any access granted in connection with a request made pursuant to this Section 7.8(b) shall be supervised by such Persons. (c) In the event that the Company objects to any request submitted pursuant to Section 7.8(b) on the basis of one or more of the matters set forth in clause (i) of Section 7.8(b), it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons and reasonable support therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the impediments expressly set forth in clause (i) of Section 7.8(b) (other than clause (D)) including through the use of commercially reasonable efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual confidentiality obligations contemplated by clause (i)(B) of Section 7.8(b), obtaining a waiver with respect to or consent under such contractual confidentiality obligations. (d) Without limiting the generality of the other provisions of this Section 7.8, the Company and Parent, as each deems advisable and necessary, after consultation with their respective outside legal counsel, may reasonably designate competitively sensitive information and documents (including those that relate to valuation of the Company or Parent (as the case may be)) as “Outside Counsel Only Information.” Such information and documents shall only be provided to the outside legal counsel of the Company or Parent (as the case may be), or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement or additional confidentiality or joint defense agreement between or among the Company and Parent; provided, however, that, subject to any applicable Laws relating to the exchange of information, the outside legal counsel receiving such information and documents may prepare one or more reports summarizing the results of any analysis of any such shared information and documents, and disclose such reports, other summaries or aggregated information derived from such shared information and documents to Representatives of such outside legal counsel’s client. (e) No access or information provided to Parent or any of its Representatives or to the Company or any of its Representatives following the date of this Agreement, whether pursuant to this Section 7.8 or otherwise, shall affect or be deemed to affect, modify or waive the representations and warranties of the Parties set forth in this Agreement and, for the avoidance of doubt, all information and documents disclosed or otherwise made available pursuant to Section 7.5, Section 7.6, this Section 7.8 or otherwise in connection with this Agreement and the Transactions shall be governed by the terms and conditions of the Confidentiality Agreement mutatis mutandis as if Parent were Counterparty (as defined in the Confidentiality Agreement) and subject to applicable Laws relating to the exchange or sharing of information and any restrictions or requirements imposed by any Governmental Entity; provided, that, in the event of a conflict, the provisions of Section 7.13 shall override any conflicting provisions of the Confidentiality Agreement, and any Person who is a potential source of, or may provide, equity, debt or any other type of financing to Parent or any of its Representatives in connection with the Transactions shall be deemed a “Representative” for purposes of the Confidentiality Agreement without the prior written consent of the Company.

  • Information and Reports A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC.

  • Proposed Policies and Procedures Regarding New Online Content and Functionality By October 31, 2017, the School will submit to OCR for its review and approval proposed policies and procedures (“the Plan for New Content”) to ensure that all new, newly-added, or modified online content and functionality will be accessible to people with disabilities as measured by conformance to the Benchmarks for Measuring Accessibility set forth above, except where doing so would impose a fundamental alteration or undue burden. a) When fundamental alteration or undue burden defenses apply, the Plan for New Content will require the School to provide equally effective alternative access. The Plan for New Content will require the School, in providing equally effective alternate access, to take any actions that do not result in a fundamental alteration or undue financial and administrative burdens, but nevertheless ensure that, to the maximum extent possible, individuals with disabilities receive the same benefits or services as their nondisabled peers. To provide equally effective alternate access, alternates are not required to produce the identical result or level of achievement for persons with and without disabilities, but must afford persons with disabilities equal opportunity to obtain the same result, to gain the same benefit, or to reach the same level of achievement, in the most integrated setting appropriate to the person’s needs. b) The Plan for New Content must include sufficient quality assurance procedures, backed by adequate personnel and financial resources, for full implementation. This provision also applies to the School’s online content and functionality developed by, maintained by, or offered through a third-party vendor or by using open sources. c) Within thirty (30) days of receiving OCR’s approval of the Plan for New Content, the School will officially adopt, and fully implement the amended policies and procedures.

  • Cooperation and Access The Cooperative Member agrees that it will cooperate in compliance with any reasonable requests for information and/or records made by the Cooperative. The Cooperative reserves the right to audit the relevant records of any Cooperative Member. Any breach of this provision shall be considered material and shall make the Agreement subject to termination on ten (10) days written notice to the Cooperative Member.

  • Inspection and Reporting Each Grantor shall permit the Collateral Agent, or any agent or representatives thereof or such professionals or other Persons as the Collateral Agent may designate, not more than once a year in the absence of an Event of Default, (i) to examine and make copies of and abstracts from such Grantor's records and books of account, (ii) to visit and inspect its properties, (iii) to verify materials, leases, Instruments, Accounts, Inventory and other assets of such Grantor from time to time, (iii) to conduct audits, physical counts, appraisals and/or valuations, examinations at the locations of such Grantor. Each Grantor shall also permit the Collateral Agent, or any agent or representatives thereof or such professionals or other Persons as the Collateral Agent may designate to discuss such Grantor's affairs, finances and accounts with any of its officers subject to the execution by the Collateral Agent or its designee(s) of a mutually agreeable confidentiality agreement.

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