General Process. The JSC, the Project Team, and any Committee established pursuant to this Agreement will only have the powers expressly assigned to it in this Article 7 (Governance) and elsewhere in this Agreement and will not have the authority to: (a) modify or amend the terms of this Agreement; or (b) waive either Party’s compliance with the terms of this Agreement. All decisions of the JSC will be made by unanimous vote, with each Party’s representatives having collectively one vote (i.e., one vote per Party). No action taken at any meeting of the JSC will be effective unless there is a quorum present at all times at such meeting, and at all such meetings, a quorum will be reached if two voting representatives of each Party are present or participating in such meeting. Except as otherwise expressly set forth in this Agreement, the phrase “determine,” “designate,” “confirm,” “agree,” “approve,” or “determine whether to approve” by the JSC and similar phrases used in this Agreement will mean approval in accordance with this Section 7.4 (Decision-Making), including the escalation and tie-breaking provisions herein. For the avoidance of doubt, matters that are specified in Section 7.2.2 (JSC Roles and Responsibilities) to be reviewed and discussed (as opposed to reviewed, discussed, and determined) do not require any agreement or decision by either Party and are not subject to the voting and decision-making procedures set forth in this Section 7.4 (Decision-Making) or in Section 7.5 (Resolution of JSC Disputes).
Appears in 1 contract
Samples: Commercialization and License Agreement (uniQure N.V.)
General Process. The JSC, the Project TeamJDC, the JMC, and any Committee established pursuant to this Agreement the JCC will only have the powers expressly assigned to it in this Article 7 3 (Governance) and elsewhere in this Agreement and will not have the authority to: (a) modify or amend the terms of this Agreement; or (b) waive either Party’s compliance with or rights under the terms of this Agreement. All decisions of the JSC JSC, the JDC, the JMC, and the JCC will be made by unanimous vote, with each Party’s representatives having collectively one vote (i.e., one vote per Party). No action taken at any meeting of the JSC JSC, the JDC, the JMC or the JCC will be effective unless there is a quorum present at all times at such meeting (provided, however, that neither Party may intentionally delay any matter before the JSC, the JDC, the JMC, or the JCC by failing to attend a duly called meeting), and at all such meetings, a quorum will be reached if two voting representatives of each Party are present or participating in such meeting. Except as otherwise expressly set forth in this Agreement, the phrase phrases “determine,” “designate,” “confirm,” “agree,” “approve,” or “determine whether to approve” by the JSC JSC, the JDC, the JMC, or the JCC and similar phrases used in this Agreement will mean approval in accordance with this Section 7.4 3.7 (Decision-Making), including the escalation and tie-breaking provisions herein. For the avoidance of doubt, matters that are specified in Section 7.2.2 3.2.4 (JSC Roles and Responsibilities), Section 3.3.3 (JDC Roles and Responsibilities), Section 3.4.3 (JMC Roles and Responsibilities), and Section 3.5.3 (JCC Roles and Responsibilities) to be reviewed and discussed (as opposed to reviewed, discussed, and determinedapproved) do not require any agreement or decision by either Party and are not subject to the voting and decision-making procedures set forth in this Section 7.4 3.7 (Decision-Making) or in Section 7.5 3.8 (Resolution of JSC Disputes).
Appears in 1 contract
Samples: Collaboration and License Agreement (ImmunoGen, Inc.)
General Process. The JSC, JSC and the Project Team, and any Committee established pursuant to this Agreement JDC will have only have the powers expressly assigned to it in this Article 7 3 (Governance) and elsewhere in this Agreement and will not have the authority to: (a) modify or amend the terms of this Agreement; or (b) waive either Party’s compliance with the terms of this Agreement. All decisions of the JSC and the JDC will be made by unanimous vote, with each Party’s representatives having collectively one vote (i.e., one vote per Party). No action taken at any meeting of the JSC or the JDC will be effective unless there is a quorum present at all times at such meeting, and at all such meetings, a quorum will be reached if two voting representatives of each Party are present or participating in such meetingmeeting and no Party will unreasonably fail to cause a quorum of its representatives to attend any meeting of the JSC and JDC. Except as otherwise expressly set forth in this Agreement, the phrase phrases “determine,” “designate,” “confirm,” “agree,” “approve,” or “determine whether to approve” by the JSC or the JDC and similar phrases used in this Agreement will mean approval in accordance with this Section 7.4 3.5 (Decision-Making), including the escalation and tie-breaking provisions herein. For the avoidance of doubt, matters that are specified in Section 7.2.2 3.2.4 (JSC Roles and Responsibilities) and Section 3.3.3 (JDC Roles and Responsibilities) to be reviewed and discussed (as opposed to reviewed, discussed, and determinedapproved) do not require any agreement or decision by either Party and are not subject to the voting and decision-making procedures set forth in this Section 7.4 3.5 (Decision-Making) or in Section 7.5 3.6 (Resolution of JSC Disputes)..
Appears in 1 contract
Samples: Collaboration and License Agreement (Kiniksa Pharmaceuticals, Ltd.)
General Process. The JSC, the Project TeamJPTs, and any Committee established pursuant to this Agreement Working Group will only have the powers expressly assigned to it in this Article 7 3 (Governance) and elsewhere in this Agreement and will not have the authority to: (a) modify or amend the terms of this Agreement; or (b) waive either Party’s compliance with the terms of this Agreement. All decisions of the JSC JSC, a JPT, and any Working Group will be made by unanimous vote, with each Party’s representatives having collectively one vote (i.e., one vote per Party). No action taken at any meeting of the JSC or any JPT or Working Group will be effective unless there is a quorum present at all times at such meeting, and at all such meetings, a quorum will be reached if two voting representatives of each Party are present or participating in such meeting. Except as otherwise expressly set forth in this Agreement, the phrase “determine,” “designate,” “confirm,” “agree,” “approve,” or “determine whether to approve” by the JSC JSC, a JPT, or any Working Group and similar phrases used in this Agreement will mean approval in accordance with this Section 7.4 3.6 (Decision-MakingDecision‑Making), including the escalation and tie-breaking tie‑breaking provisions herein. For the avoidance of doubt, matters that are specified in Section 7.2.2 3.2.4 (JSC Roles and Responsibilities) and in Section 3.3.2 (JPT Roles and Responsibilities) to be reviewed and discussed (as opposed to reviewed, discussed, and determinedapproved) do not require any agreement or decision by either Party and are not subject to the voting and decision-making procedures set forth in this Section 7.4 3.6 (Decision-Making) or in Section 7.5 3.7 (Resolution of JSC Disputes).
Appears in 1 contract
Samples: License and Collaboration Agreement (Blueprint Medicines Corp)
General Process. The JSC, the Project TeamJDC, and any Committee established pursuant to this Agreement the JMC will have only have the powers expressly assigned to it in this Article 7 3 (Governance) and elsewhere in this Agreement and will not have the authority to: (a) modify or amend the terms of this Agreement; or (b) waive either Party’s compliance with the terms of this Agreement. All decisions of the JSC JSC, the JDC, and the JMC will be made by unanimous vote, with each Party’s representatives having collectively one vote (i.e., one vote per Party). No action taken at any meeting of the JSC JSC, the JDC, or the JMC will be effective unless there is a quorum present at all times at such meeting, and at all such meetings, a quorum will be reached if two voting representatives of each Party are present or participating in such meetingmeeting and no Party will unreasonably fail to cause a quorum of its representatives to attend any meeting of the JSC, JDC, and JMC. Except as otherwise expressly set forth in this Agreement, the phrase phrases “determine,” “designate,” “confirm,” “agree,” “approve,” or “determine whether to approve” by the JSC JSC, the JDC, or the JMC and similar phrases used in this Agreement will mean approval in accordance with this Section 7.4 3.6 (Decision-Making), including the escalation and tie-breaking provisions herein. For the avoidance of doubt, matters that are specified in Section 7.2.2 3.2.4 (JSC Roles and Responsibilities), Section 3.3.3 (JDC Roles and Responsibilities), and Section 3.4.3 (JMC Roles and Responsibilities) to be reviewed and discussed (as opposed to reviewed, discussed, and determinedapproved) do not require any agreement or decision by either Party and are not subject to the voting and decision-making procedures set forth in this Section 7.4 3.6 (Decision-Making) or in Section 7.5 3.7 (Resolution of JSC Disputes).
Appears in 1 contract
Samples: Collaboration and License Agreement (Kiniksa Pharmaceuticals, Ltd.)