Formation; Membership. The Contributors 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 Contributors 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 Contributors 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 AHPC 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 AHPC 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 AHPC, 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 thirty (30) days after the Effective Date, the Parties will establish a JOINT DEVELOPMENT COMMITTEE to oversee and coordinate DEVELOPMENT and MANUFACTURE DEVELOPMENT of the PRODUCT in the FIELD. The JDC shall be composed of [*] of representatives appointed by each of Coulxxx xxx SB. The JDC shall initially have [*] representatives of each Party, but the JDC may change its size from time to time by mutual consent of its members. In addition, the co-chairpersons of the JCC shall be members of the JDC. Each Party may replace its JDC representatives at any time upon written notice to the other Party. Each Party's representatives on the JDC shall be [*] of such Party with the authority to make decisions on behalf of such Party within the constraints of necessary internal approvals which will have been previously obtained and at least [*] of each Party's representatives will [*] or above for such Party. Each Party will name, from among its [*] representatives, a co-chairperson of the JDC. The co-chairpersons of the JDC shall be responsible for the administration of meetings (e.g., calling meetings, preparing and circulating an agenda in advance of each meeting, running the meetings and preparing and issuing written minutes of each meeting within thirty (30) days thereafter) but shall have no additional powers or rights other than those held by virtue of being a representative on the JDC. Minutes of the JDC meetings shall be promptly reviewed by both Parties, and shall be deemed approved when mutually accepted by the Parties as evidenced in writing.
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
Formation; Membership. 19 2.2.2 Decision-Making.......................................................20 2.2.3 Meetings..............................................................20 2.2.4 Specific Responsibilities of the JCC..................................20 2.3 Manufacture and Supply Chain Subteam.........................................21
Formation; Membership. 21 2.3.2 Decision-Making.......................................................22 2.3.4 Specific Responsibilities of the Manufacture and Supply Chain Subteam...............................................................22 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Formation; Membership. 23 2.4.2 Meetings..............................................................23 2.4.3 Responsibilities of the Finance Subteam...............................23
