Formation; Responsibilities Sample Clauses

Formation; Responsibilities. As soon as practicable after the Effective Date, the Joint Steering Committee shall be formed to (i) oversee the overall conduct and progress of the HRP Initiative; (ii) establish such additional committees as may be necessary to achieve the objectives of the HRP Initiative and, to the extent so established, approve the governing procedures applicable thereto; (iii) finalize and approve each Program Activity (including all budgets and work plans included therein) and/or each amendment to any HRP Program proposed by the SPB; (iv) make all decisions with respect to the initiation and performance of any Program Activity and the application of funds to such Program Activity; (v) approve all press releases related to the HRP Initiative; (vi) review and approve all patent filings to be made covering any Project Inventions; (vii) provide a forum for the resolution of disputes among the Parties with respect to the HRP Initiative; (viii) negotiate, and if desirable, grant commercialization rights to the Data and Project Inventions; (ix) if necessary, dissolve the SPB; and (x) approve, and if necessary, replace or discharge the Co-Chairs of the SPB.
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Formation; Responsibilities. As soon as practicable after the Effective Date, the Scientific Program Board shall be formed to (i) provide advice on the direction and performance of the Program Activities that make up the HRP Initiative; (ii) propose and design Program Activities for submission to and the approval of the JSC; (iii) propose such additional scientific subcommittees as may be necessary to achieve the objectives of any Program Activity for submission to and the approval of the JSC; (iv) identify any public disclosure needs related to the HRP Initiative and develop scientific disclosure and publication materials for approval by the JSC; and (v) review and present to the JSC all Project Inventions. The SPB shall use reasonable efforts to reach agreement on any and all matters; provided, that, in the event that the SPB is unable to resolve any matter before it, such matter shall be referred to the JSC for resolution. BGM shall give good faith consideration to the advice of the SPB with respect to the conduct of all Program Activities; provided, that BGM shall at all times adhere to the requirements of the HRP Program in the performance of the HRP Initiative.
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Formation; Responsibilities. The Parties will establish a project team (the “Project Team”) to oversee and coordinate activities under the Global Development Plan. The Project Team will include members from each function identified on Schedule C-1. The initial Project Team members are set forth on Schedule C-2. If a Project Team member is no longer available to serve on the Project Team, the Parties will meet and discuss an appropriate replacement for such Project Team member from either Party, taking into account each Party’s expertise and resources in the relevant functional area. The appointment of the replacement Project Team member will require the JDC’s approval. Any member of the Project Team who is not dedicated to the Products under this Agreement on a full-time basis must be sufficiently dedicated to such Products to permit such person to be reasonably and consistently available to participate in the activities of the Project Team. The Project Team will be responsible for: (i) defining clinical and regulatory strategic options for recommendation to the JDC; (ii) providing guidance on regulatory activities for recommendation to the JDC; (iii) preparing joint deliverables, including updates to the Global Development Plan for submission to the JDC; (iv) preparing study protocols and statistical analysis plans for approval in accordance with Section 3.3.2(b); (v) preparing regulatory documentation for recommendation to the JDC; (vi) proposing goals, budgets and timelines for joint Development activities to the JDC; (vii) driving execution and ensuring the progress of Development activities in accordance with the Global Development Plan; and (viii) such additional matters as may be determined by the JDC. The Project Team shall act by consensus, with each Party’s representatives on the Project Team having collectively one vote. If the Project Team cannot reach consensus, the matter will be referred to the JDC for resolution. [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Table of Contents
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Formation; Responsibilities. Within [**], the Parties shall establish a joint steering committee (the “JSC”), composed of three (3) (or a larger number agreed by the Parties) senior representatives of each Party or its Affiliates. The JSC shall: (a) oversee the Arvinas Clinical Trial Activities and facilitate communications between the Parties with respect to such activities; (b) review, discuss and determine whether to approve amendments to the Arvinas Development Plan [**], including any amendments to effect changes to the clinical trial protocol for, design, timing or cost of the Arvinas Clinical Trials; (c) discuss all Data and other results arising from the Arvinas Clinical Trial Activities; (d) discuss planned activities to be undertaken in connection with the Arvinas Clinical Trial Activities and the anticipated timeline for initiating, transferring (where applicable) and completing such activities; (e) coordinate and oversee the delivery of the Handover Packages to Novartis pursuant to Section 2.5(b) and the other transfer and transition activities undertaken pursuant to Section 2.5; (f) review, discuss and make substantive decisions regarding all safety and pharmacovigilance issues arising out of the Arvinas Clinical Trial Activities; (g) coordinate and oversee the Manufacturing Technology Transfer in
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Formation; Responsibilities. The Project Committee for this Project Agreement (the “Combination Project Committee”) shall oversee and coordinate the conduct of the Research Program, including to: (a) oversee and coordinate the progress of the Research Program against the Research Plan and any timelines set forth therein; (b) review and approve amendments to the Research Plan; (c) discuss the Parties’ Research Program Reports, as contemplated by Section 4.4.2; (d) review and approve amendments to the Protocol, as contemplated by Section 6.1; (e) review and approve the final ICF, as contemplated by Section 6.2; (f) review and discuss the principal issues raised in each material communication with Regulatory Authorities with respect to the Combination Therapy, as contemplated by Section 7.2.2; (g) review and discuss the publication of any Combination Therapy Data pursuant to Section 6.6.2; (h) raise relevant topics or identify decisions to be made and, to the extent required under the Research Plan, bring expert recommendations to the attention of JSC; and (i) fulfill such other responsibilities as may be allocated to the Combination Project Committee under this Project Agreement or by mutual written agreement of the Parties. Notwithstanding Sections 2.3, 4.1.4 and 4.2.4 of the CLA, if the Combination Project Committee is unable to reach consensus with respect to a particular matter within [**] after the matter is first presented to the Combination Project Committee, then (a) Moderna shall [**], (b) Immatics shall [**], (c) with respect to [**].
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Formation; Responsibilities. Within [**] after the Effective Date, the Parties will establish a joint steering committee (the “Joint Steering Committee” or “JSC”) to direct and oversee the Parties’ activities under this Agreement. The JSC will hold its first meeting within [**] after the Effective Date. Without limiting the foregoing, the JSC will have the responsibility and authority to: (a) encourage and facilitate ongoing communication and cooperation between the Parties with respect to the Exploitation of Licensed Products in the Field in the Territory; (b) review, discuss and approve any Solid Development Plan and Solid Budget or proposed amendment thereto; (c) review and approve each Option Territory Development Plan and Option Territory Development Budget; (d) solely during the applicable Development Option Period, review and approve each Party’s proposed updates and amendments to each Option Territory Development Plan; (e) review and approve each Option Territory Commercialization Plan and Option Territory Commercialization Budget;
Sample 1
Formation; Responsibilities. Within [**] after the first Solid Exercise Effective Date (if any), the Parties will establish a joint finance committee (the “JFC”) to coordinate the financial reporting by the Parties with respect to the funding of Option Territory Development Costs for Option Products and, if applicable, implementation of the Cost/Income Sharing Terms. Without limiting the foregoing, the JFC will have the responsibility and authority to: (a) reconcile financial and accounting matters between the Parties; (b) initiate and execute an effective and efficient revenue and cost sharing process (cross-charges); (c) discuss proposed changes to the FTE Rate; (d) cooperate to ensure that the Option Territory Commercialization Budget (including a template for converting gross amounts to net amounts) agreed to for a Calendar Year (or any other given period) can be interpreted for the purposes of both Parties’ internal financial and audit reporting requirements, including each Party’s fiscal year reporting;
Sample 1
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Related to Formation; Responsibilities

  • Union Responsibilities Except for claims resulting from errors caused by defective City equipment, the Union agrees to indemnify and hold harmless the City for any loss or damage arising from the operation of this Article.

  • Association Responsibilities The Association shall have, in addition to other responsibilities expressly set forth herein or provided by law, the following responsibilities:

  • Construction Responsibilities The party named in Article 1, Responsible Parties, under AGREEMENT is responsible for the following: A. Advertise for construction bids, issue bid proposals, receive and tabulate the bids, and award and administer the contract for construction of the Project. Administration of the contract includes the responsibility for construction engineering and for issuance of any change orders, supplemental agreements, amendments, or additional work orders that may become necessary subsequent to the award of the construction contract. In order to ensure federal funding eligibility, projects must be authorized by the State prior to advertising for construction. B. If the State is the responsible party, the State will use its approved contract letting and award procedures to let and award the construction contract. C. If the Local Government is the responsible party, the Local Government shall submit its contract letting and award procedures to the State for review and approval prior to letting. D. If the Local Government is the responsible party, the State must concur with the low bidder selection before the Local Government can enter into a contract with the vendor. E. If the Local Government is the responsible party, the State must review and approve change orders. F. Upon completion of the Project, the party responsible for constructing the Project will issue and sign a “Notification of Completion” acknowledging the Project’s construction completion and submit certification(s) sealed by a professional engineer(s) licensed in the State of Texas. G. For federally funded contracts, the parties to this Agreement will comply with federal construction requirements cited in 23 CFR Part 635 and with requirements cited in 23 CFR Part 633, and shall include the latest version of Form “FHWA-1273” in the contract bidding documents. If force account work will be performed, a finding of cost effectiveness shall be made in compliance with 23 CFR 635, Subpart B.

  • Union Responsibility The Union will attend to any necessary documentation required as a result of a change in the designated institution.

  • IRO Responsibilities The IRO shall: 1. perform each Claims Review in accordance with the specific requirements of the CIA;

  • CITY’S RESPONSIBILITIES 2.1. The CITY shall designate in writing a project coordinator to act as the CITY's representative with respect to the services to be rendered under this Agreement (the "Project Coordinator"). The Project Coordinator shall have authority to transmit instructions, receive information, interpret and define the CITY's policies and decisions with respect to the CONTRACTOR's services for the Project. However, the Project Coordinator is not authorized to issue any verbal or written orders or instructions to the CONTRACTOR that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of services to be provided and performed by the CONTRACTOR; (b) The time the CONTRACTOR is obligated to commence and complete all such services; or (c) The amount of compensation the CITY is obligated or committed to pay the CONTRACTOR. Any such modifications or changes ((a) (b) or (c)) shall only be made by or upon the authorization of the CITY’s city manager as authorized by city council in the enabling legislation or in the CITY’s procurement policies. 2.2. The Project Coordinator shall: (a) Review and make appropriate recommendations on all requests submitted by the CONTRACTOR for payment for services and work provided and performed in accordance with this Agreement; (b) Arrange for access to and make all provisions for the CONTRACTOR to enter the Project site to perform the services to be provided by the CONTRACTOR under this Agreement; and (c) Provide notice to the CONTRACTOR of any deficiencies or defects discovered by the CITY with respect to the services to be rendered by the CONTRACTOR hereunder. 2.3. The CONTRACTOR acknowledges that access to the Project Site, to be arranged by the CITY for the CONTRACTOR, may be provided during times that are not the normal business hours of the CONTRACTOR.

  • Client’s Responsibilities (a) Client agrees to advise Consultant regarding Client's Project requirements and to provide all relevant information, surveys, data and previous reports accessible to Client which Consultant may reasonably require. (b) Client shall designate a Project Representative to whom all communications from Consultant shall be directed and who shall have limited administrative authority on behalf of Client to receive and transmit information and make decisions with respect to the Project. Said representative shall not, however, have authority to bind Client as to matters of governmental policy or fiscal policy, nor to contract for additions or obligations exceeding a value which is the lesser of $5000 or 5% of the maximum contract price. (c) Client shall examine all documents presented by Consultant, and render decisions pertaining thereto within a reasonable time. The Client's approval of any drawings, specifications, reports, documents or other materials or product furnished hereunder shall not in any way relieve Consultant of responsibility for the professional adequacy of its work. (d) Client shall perform its obligations and render decisions within a reasonable time under the circumstances presented. Based upon the nature of Client and its requirements, a period of 14 days shall be presumed reasonable for any decision not involving policy decision or significant financial impact, when all information reasonably necessary for Client to responsibly render a decision has been furnished. A period of 46 days shall be presumed reasonable for Client to act with respect to any matter involving policy or significant financial impact. The above periods of presumed reasonableness shall be extended where information reasonably required is not within the custody or control of Client but must be procured from others.

  • Parties Responsibilities Xxxxxxxxxx believes that diversity of ideas and experiences is integral to our educational and clinical missions. Diversity enhances creativity and thoughtfulness in our mission and serves as a catalyst for change which will ultimately lead to better solutions to the healthcare needs of the populations we serve. We believe that only through valuing our differences and similarities, and remaining vigilant in advancing equity, will we be able to maintain an equitable workplace and actively pursue equity in all aspects of our work. We commit to being continuous learners and working alongside others to cultivate equity, diversity and inclusion. A. Residents will provide compassionate, timely and appropriate patient care and serve the Program training sites and their patients. Residents will accept the duties, responsibilities, and rotations assigned by the Program Director and abide by the rules and regulations of the hospitals and clinics to which the resident is assigned to the extent consistent with this Agreement and Providence and Program policies; conduct themselves ethically and professionally in keeping with their position as a physician; and abide by the terms of this Agreement. The Program Director may delegate to a faculty member in the Program any of the authorities, duties and/or responsibilities of the Program Director. References in this Agreement to “Program Director” include a designee, if any, to whom the Program Director has made such a delegation. B. The residency program provides faculty supervision of residents in the Program. This responsibility includes defining Program content, evaluating Program quality and evaluating individual residents’ clinical training and performance. Additionally, Providence and the Program perform a series of administrative and educational functions for the benefit of residents and the participating institutions and clinics. C. Providence, as the sponsoring institution, appoints a Designated Institutional Official (DIO) who, in conjunction with the Graduate Medical Education Committee (“GMEC”), has the responsibility to monitor and ensure compliance with all ACGME Common, Specialty/Subspecialty-Specific Program and Institutional Requirements. Each Program will have two (2) peer-selected resident representatives with full voting privileges on the GMEC. D. The sponsoring and participating institutions provide: educational and clinical opportunities for residents; services and systems to minimize residents’ work that is extraneous to their GME educational goals to include [without limitation] patient support services, laboratory/pathology/radiology services and medical records; funds for resident salaries, funds and/or services for the benefits provided to residents, and funds for administration of the Program. E. Providence and participating institutions will assure the availability of meals; rest and sleeping quarters; and support facilities conducive to the educational process which includes adequate communication resources and technological support. Providence and participating institutions have agreed to provide on-call rooms with available bathroom facilities. There shall be a sufficient number of on-call rooms so that while on-call residents may sleep and have a secured storage area for books and clothing. Providence and participating institutions will assure there are clean and private facilities for lactation that have refrigeration capabilities.

  • Vendor Responsibilities Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED IN C-M, O-S, V-W. Indemnification

  • Specific Responsibilities Without limiting the responsibilities of the Manager, the Manager will: 1. Maintain office facilities (which may be in the offices of the Manager or a corporate affiliate but shall be in such location as the Trust reasonably determines). 2. Furnish statistical and research data, clerical services and stationery and office supplies. 3. Compile data for, prepare for execution by the Fund and file all the Fund’s federal and state tax returns and required tax filings other than those required by this Agreement to be made by the Fund’s custodian and transfer agent. 4. Prepare compliance filings pursuant to state securities laws with the advice of the Trust’s counsel. 5. Prepare the Trust’s Annual and Semi-Annual Reports to Shareholders and amendments to its Registration Statements (on Form N-1A or any replacement therefor). 6. Compile data for, prepare and file timely Notices to the SEC required pursuant to Rule 24f-2 under the 1940 Act. 7. Determine the daily pricing of the portfolio securities and computation of the net asset value and the net income of Fund in accordance with the Prospectus, resolutions of the Trust’s Board of Trustees, and the procedures set forth in EXHIBIT A: NET ASSET VALUE CALCULATIONS. 8. Keep and maintain the financial accounts and records of the Fund and provide the Trust with certain reports, as needed or requested by the Fund. 9. Provide officers for the Trust as requested by the Trust’s Board of Trustees. 10. Perform fund accounting services for the Fund as set forth in EXHIBIT B: FUND ACCOUNTING FUNCTIONS. 11. Generally assist in all aspects of the operations of the Fund.

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