Steering Committee Within twenty (20) calendar days from the Effective Date, the parties will form a Steering Committee consisting of three (3) people from each party (the “Steering Committee”). A representative from each party shall serve as co-chairpersons of the Steering Committee. The Steering Committee may establish one or more subcommittees as appropriate. The Steering Committee shall meet at least quarterly, and shall document their meetings in written minutes, to:
(a) review the sales, marketing and distribution of the Product in the Territory, including a review and update of the Sales, Marketing and Distribution Plan at least annually;
(b) discuss actions to xxxxxx the attainment of sales objectives;
(c) review current marketing, distribution, sales and pricing strategies, including amount and form of discount and rebate programs;
(d) coordinate activities between Sankyo and Cygnus, its Affiliates, designees, licensees and/or its sublicensees who are promoting the Product for Cygnus pursuant to Section 2.1(ii);
(e) review Sankyo’s efforts to develop and implement strategies of institutional, governmental and managed care marketing and contracting;
(f) review Cygnus’ obligations under Section 5.1 and receive updates from Cygnus on other significant activities relating to its obligations under Section 5.1, including an annual review of Cygnus Intellectual Property Rights in the Territory;
(g) review Cygnus’ proposed product development as set forth in Section 5.1(h) in light of marketing issues regarding the Product;
(h) review Sankyo’s obligations under Section 4.1;
(i) review, and if necessary, amend the schedule set forth in Exhibit C hereto;
(j) resolve any disputes pursuant to Section 7.1; and
(k) agree upon the initial Sales, Marketing and Distribution Plan. Each party may change its members of the Steering Committee at any time upon written notice, and each party will cause its members of the Steering Committee to act reasonably, in good faith and consistent with the terms and conditions of this Agreement. The Steering Committee may take action only by the unanimous written consent of all members, as indicated by all members signing the written minutes. If an issue remains unresolved after good faith consideration by the Steering Committee for thirty (30) calendar days, any Steering Committee member may submit it to the Executive Officers of the parties for resolution. The initial Sales, Marketing and Distribution Plan shall be mutually agreed upon by Sankyo and Cygnus.
