Formation; Membership. The Shareholders hereby form the Founders Committee comprised of three of the Founders, which committee will exercise the rights permitted or required to be exercised by the Founders Committee hereunder. On the date of this Agreement, the three Founders serving on the Founders Committee are Xxxx Xxxxx, Xxxxxx Xxxx Xxxxxxx and Xxxxx Xxxxx. Any member of the Founders Committee may resign from such position by delivering written notice of such resignation to the Company, the Shareholders and the other members of the Founders Committee. In the event of any vacancy on the Founders Committee for any reason other than a resignation, the remaining members of the Founders Committee shall provide the Company and the Shareholders with written notice of such vacancy within three Business Days of its occurrence. Any vacancy in any of the three positions on the Founders Committee may be filled by the approval of a Majority-in-Interest of the Founders; provided that only a Founder may serve on the Founders Committee.
Formation; Membership. Within [***] after the date first written above, ELAN and CAT shall establish a "Joint Steering Committee" or "JSC" to oversee and direct the conduct of Research and the Development of each Specific Target and R&D Candidate and to oversee and coordinate those activities that are necessary for the successful Commercialization for a Collaboration Product in the Territory, as further described below in this Agreement. The JSC shall be comprised of [***] representatives from each Party as appointed by such Party, which representatives shall be senior representatives of each Party and shall have expertise suitable to the then-current activities of the collaboration. The JSC may change its size from time to time by mutual consent of its members. A Party may replace one (1) or more of its representatives from time to time upon written notice to the other Party. The JSC will exist until the termination of this Agreement unless the Parties otherwise agree in writing.
Formation; Membership. Within thirty (30) days after the Effective Date, ViroPharma and AHPC shall establish a Joint Steering Committee (the "JSC") to oversee and control the collaborative discovery and preclinical and clinical development of Compounds and Products for use in the Field, as further described below in this Agreement. The JSC shall be composed of an equal number of from two (2) to four (4) representatives from each Party as appointed by such Party, which representatives shall have expertise suitable to the then-current activities of the collaboration. The JSC shall initially have two (2) representatives from each Party, but the JSC may change its size from time to time by mutual consent of its members, provided, however, that the size of the JSC shall be no less than four (4) members and no greater than eight (8) members. A Party may replace one or more of its representatives from time to time upon written notice to the other Party. From time to time, the JSC may establish subcommittees to oversee specific projects or activities and such subcommittees shall be constituted as the JSC shall determine, but shall always include at least one (1) member from each Party. The JSC will exist until the termination of the Research Program, as set out in Section 4.3, unless the Parties otherwise agree in writing.
Formation; Membership. As soon as agreed by the JSC, but not later than thirty (30) days after the initiation of the first Phase III Clinical Study of a Product, ViroPharma and Wyeth shall establish a Marketing Steering Committee (the "MSC") to develop and coordinate a Copromotion Territory Commercialization Plan and Annual Commercialization Plans and Budgets and to oversee the execution of each Party's responsibilities in the Copromotion Territory under the Copromotion Territory Commercialization Plan and the applicable Annual Commercialization Plan and Budget. The MSC shall be composed of an equal number of from two (2) to four (4) representatives from each Party as appointed by such Party, which representatives shall have expertise suitable to the then-current activities of the collaboration. The MSC shall initially have two (2) representatives from each Party, but the MSC may change its size from time to time by mutual consent of its members, provided, however, that the size of the MSC shall be no less than four (4) members and no greater than eight (8) members. A Party may replace one or more of its representatives from time to time upon written notice to the other Party. From time to time, the MSC may establish subcommittees to oversee specific projects or activities and such subcommittees shall be constituted as the MSC shall determine, but shall always include at least one (1) member from each Party. The MSC will exist for so long as a Product is Promoted by both of the Parties in the Copromotion Territory pursuant to this Agreement unless otherwise agreed, in writing, by the Parties.
Formation; Membership. Within thirty (30) days after the Effective Date, ViroPharma and Wyeth shall establish an Executive Steering Committee (the "ESC") to resolve disputes arising within the JSC and the MSC. The ESC shall be composed of two (2) representatives appointed by each of ViroPharma and Wyeth, provided, however, that no such representative is also a member of either the JSC or the MSC. A Party may replace one (1) or more of its representatives from time to time upon written notice to the other Party. The ESC shall exist until the expiration or earlier termination of this Agreement.
Formation; Membership. Within [**] after the Effective Date, the Parties shall establish a joint steering committee (the “Joint Steering Committee” or “JSC”). The JSC shall be composed of [**] representatives of each Party, and each Party shall designate its initial JSC representatives by written notice to the other Party. Each Party shall be free to change its JSC representatives on written notice to the other Party, provided that each Party shall ensure that, at all times during the existence of the JSC, its representatives on the JSC have (a) appropriate expertise for the then-current stage of development or commercialization of Product in the Field; and (b) during the Option Period, the authority to bind such Party with respect to matters requiring approval by the JSC.
Formation; Membership. Within thirty (30) days after the Effective Date, the Parties shall establish a joint steering committee (the “Joint Steering Committee” or “JSC”). The JSC shall be composed of [*] of representatives (which may include employees, consultants or contractors) from each Party (or appointed representatives of an Affiliate of such Party) with sufficient seniority and experience to fulfill the scope of the JSC’s responsibilities. Any member of the JSC may designate a substitute to attend with prior written notice to the other Party. Each Party may invite to the JSC meetings ad hoc guests who are subject to written confidentiality obligations commensurate in scope to the provisions in Article 8. Each Party may replace its JSC members with other of its employees, consultants or contractors at any time, upon written notice to the other Party. Each Party shall be responsible for its own costs of participating in such meetings. The JSC shall have only such powers as are specifically delegated to it in this Agreement, and such powers shall be subject to the terms and conditions set forth herein. Without limiting the generality of the foregoing, the JSC shall have no power to amend this Agreement. The JSC shall automatically dissolve at the end of the Term.
Formation; Membership. Within thirty (30) days after the Effective Date, ELAN and AHPC shall establish a “Joint Steering Committee” or “JSC” to oversee and direct the conduct of the Research and Development of each R&D Candidate and to oversee and coordinate those activities that are necessary for the successful Commercialization for a Product in the Territory, as further described below in this Agreement. The JSC shall be comprised of four (4) representatives from each Party as appointed by such Party, which representatives shall be senior representatives of each Party (i.e., vice president or higher) and shall have expertise suitable to the then-current activities of the collaboration. The JSC may change its size from time to time by mutual consent of its members. A Party may replace one (1) or more of its representatives from time to time upon written notice to the other Party. The JSC may establish subcommittees to oversee specific projects or activities or to perform certain of its functions, and such subcommittees shall be constituted as the JSC shall determine, but shall always include equal representation from each Party. The JSC will exist until the termination of this Agreement unless the Parties otherwise agree in writing.
Formation; Membership. Within [***] following the Effective Date, the Parties shall establish a joint steering committee (the “Joint Steering Committee” or the “JSC”), composed of [***] representatives from each Party. Each representative shall have the requisite experience and seniority to enable such representative to make decisions on behalf of the applicable Party with respect to the issues falling within the decision-making authority of the JSC. From time to time, each Party may substitute one (1) or more of its representatives to the JSC on written notice to the other Party.
Formation; Membership. 17 2.1.2 Decision-Making.......................................................18 2.1.3 Meetings..............................................................18 2.1.4 Specific Responsibilities of the JDC..................................18 2.2 Joint Commercialization Committee (JCC)......................................19
