Common use of Joint Commercialization Committee Clause in Contracts

Joint Commercialization Committee. (a) In the event that Intellikine exercises its Oncology Product Option in accordance with Section 7.1, the Parties will establish a Joint Commercialization Committee for Shared Product(s) within thirty (30) days following the first exercise by Intellikine of its Oncology Product Option. The JCC shall be composed of three (3) representatives from Intellikine and three (3) representatives from Infinity. The JCC members shall be appropriately qualified and experienced in order to make a meaningful contribution to committee meetings. Each Party may replace its representatives on the JCC on written notice to the other Party. (b) The JCC shall have responsibility for (i) the general oversight and coordination of all commercialization activities with respect to such Shared Product in the United States, including pre-Launch, Launch and sales and marketing activities under the Commercial Plan, and (ii) following Intellikine’s exercise of the Oncology Product Option with respect to a Shared Product, approval (subject to Section 1.4 of Exhibit 5) of the Commercial Plan (including budgets) and any amendment thereto for such Shared Product. Each Party may from time to time invite a reasonable number of participants, in addition to its representatives on the XXX, xx xxxxxx XXX meetings in a non-voting capacity, provided that such participants are subject to the confidentiality provisions set forth in Article 12. The JCC will be chaired by a representative from Infinity. The chairperson shall set agendas for JCC meetings in advance, provided that the agendas will include any matter requested by either Party. The chairperson shall be responsible for recording, preparing and, within a reasonable time, issuing draft minutes of each JCC meeting. (c) The JCC will meet at least quarterly and at such other times as requested by the chairperson or as the Parties may otherwise agree. Meetings shall be held at such place or places as are mutually agreed or by teleconference or videoconference; provided, however, that there shall be at least two (2) face-to-face meetings per calendar year. (d) Decisions of the JCC shall be made by unanimous vote, with Infinity’s representatives to the JCC collectively having one (1) vote and Intellikine’s representatives to the JCC collectively having one (1) vote. If the JCC fails to reach unanimous agreement on a matter before it for decision for a period in excess of thirty (30) days, such matter shall be resolved in accordance with Section 4.7.

Joint Commercialization Committee. 5.1 Within [****] following the Effective Date, the Parties shall establish a joint commercialization committee (athe “JCC”) comprised of up to [****] with up to [****] being appointed by Concordia, of which [****] shall be the “Concordia Project Leader” based in Barbados, and up to [****] being appointed by RedHill, of which one shall be the “RedHill Project Leader”. All such representatives shall be individuals of suitable authority and seniority with significant and relevant experience and expertise. Each Party may remove any member appointed by it for any reason or no reason and appoint another member in his or her stead. Any appointment or removal shall be notified to the other Party in writing. 5.2 The JCC shall be responsible for ensuring full cooperation between the Parties in implementing this Agreement and for [****] . 5.3 The Concordia Project Leader and the RedHill Project Leader (collectively, the “Project Leaders”) shall facilitate the flow of information and otherwise promote communications and collaboration within and among the Parties, the JCC, and any other sub-committees or teams that the JCC may appoint or constitute. 5.4 The JCC shall hold meetings at such times and places as agreed between the members of the JCC, but in no event less frequently than following every [****] to examine the [****]. The JCC may conduct meetings in person or by teleconference or videoconference or other means. Meetings shall be chaired by the [****] Project Leader in [****]. Each Party shall only be responsible for its own costs related to the JCC and meetings. The Project Leader conducting the meeting also will be responsible for taking and distributing the minutes. At and between meetings of the JCC, each Party shall keep the other fully and regularly informed as to its progress with its respective tasks and obligations under the Agreement and shall make themselves available to the other members of the JCC for communication purposes. 5.5 At each JCC meeting, at least [****] appointed by RedHill and [****] based in [****] for Concordia present in person, by teleconference or videoconference or by other means shall constitute a quorum. Each Party shall have equal voting power, whether represented by one or two committee members, on all matters before the JCC and, unless specifically determined otherwise herein, with [****] having a final vote; provided, however, that in the case of a tie-vote on [****] issues as described in Annex C hereto, such matter shall, at the request of either Party, be referred to a designated senior executive of each Party for resolution. In the event that Intellikine exercises its Oncology Product Option in accordance with Section 7.1, the Parties will establish a Joint Commercialization Committee for Shared Product(s) such senior executives are unable to reach agreement within thirty (30) days following of the first exercise date of referral, then the matter shall, upon written notice of either Party to the other Party, be resolved by Intellikine final, binding arbitration in accordance with Section 20.4. 5.6 Each Party shall be entitled to appoint up to [****] non-voting observers to the JCC. Furthermore, by mutual consent of the members appointed by both Parties, such consent not to be unreasonably withheld, conditioned or delayed, either Party may invite other personnel to attend appropriate meetings of the JCC. 5.7 The JCC may act without a meeting if prior to such action the JCC members agree regarding such action and a written consent thereto is signed by all members of the JCC. 5.8 The JCC may amend or expand upon the foregoing procedures for its Oncology Product Option. internal operations by unanimous written consent. 5.9 The JCC shall be composed not have any power to amend this Agreement or bind or incur liability on behalf of three (3) representatives from Intellikine either Party hereto without such Party’s express prior written authorization, and three (3) representatives from Infinity. The JCC members shall be appropriately qualified and experienced in order have only such powers as are specifically delegated to make them hereunder. 5.10 Notwithstanding the regular meeting schedule of the JCC, a meaningful contribution to committee meetings. Each Party may replace its representatives on meeting of the JCC may be called by either Party on ten (10) days written notice to the other, unless such notice is waived by the other Party. In the event of any meeting called pursuant to a notice under this Section 5.10, the Party calling the meeting shall provide with the notice an agenda for the meeting together with the information that such Party believes is relevant for the items to be discussed. Neither Party shall call more than [****] additional meetings per Calendar Year for the JCC under this Section 5.10 without the other Party’s consent. (b) 5.11 The JCC shall shall, among its other authorities, have responsibility for (i) the general oversight authority to establish and coordination appoint sub-committees, as the JCC deems necessary. All decisions of all commercialization activities with respect to such Shared Product in the United States, including pre-Launch, Launch and sales and marketing activities under the Commercial Plan, and (ii) following Intellikine’s exercise of the Oncology Product Option with respect to a Shared Product, approval (subject to Section 1.4 of Exhibit 5) of the Commercial Plan (including budgets) and any amendment thereto for such Shared Product. Each Party may from time to time invite a reasonable number of participants, in addition to its representatives on the XXX, xx xxxxxx XXX meetings in a non-voting capacity, provided that such participants subcommittee are subject to approval by the confidentiality provisions set forth in Article 12JCC. The JCC will be chaired by a representative from Infinitymay prescribe rules of procedure for the foregoing subcommittees. The chairperson shall set agendas for JCC meetings in advanceIn the event that any such other subcommittees fail to reach agreement on an issue within its respective area of oversight, provided that the agendas will include any matter requested by either Party. The chairperson shall be responsible for recording, preparing and, within a reasonable time, issuing draft minutes of each JCC meetingreferred to the JCC. (c) The 5.12 Unless otherwise expressly stated, nothing contained in this Agreement may be deemed to make any member of the JCC will meet at least quarterly and at such other times as requested by a partner, agent or legal representative of the chairperson other, or as the Parties may otherwise agreeto create any fiduciary relationship for any purpose whatsoever. Meetings shall be held at such place or places as are mutually agreed or by teleconference or videoconference; provided, however, that there shall be at least two (2) face-to-face meetings per calendar year. (d) Decisions No member of the JCC shall be made by unanimous votehave any authority to act for, with Infinity’s representatives or to assume any obligation or responsibility on behalf of, any other member of the JCC collectively having one (1) vote and Intellikine’s representatives to JCC, or the JCC collectively having one (1) vote. If the JCC fails to reach unanimous agreement on a matter before it for decision for a period in excess of thirty (30) days, such matter shall be resolved in accordance with Section 4.7other Party.

Joint Commercialization Committee. 5.1 Within [****] following the Effective Date, the Parties shall establish a joint commercialization committee (a) “JCC”), with up to [****] members being appointed by ParaPRO, of which one shall be designated the “ParaPRO Project Leader”, and up to [****] members being appointed by RedHill, of which one shall be designated the “RedHill Project Leader”. All such representatives shall be individuals of suitable authority and seniority with significant and relevant experience and expertise. Each Party may remove any member appointed by it for any reason or no reason and appoint another member in his or her stead. Any appointment or removal shall be notified to the other Party in writing. 5.2 The JCC shall be responsible for ensuring full cooperation between the Parties in implementing this Agreement and for monitoring compliance with the Agreement and the Commercialization Plan. The JCC shall discuss, inter alia, marketing, promotion and sales strategy for the Promotion of the Product in the Territory. STRICTLY CONFIDENTIAL 5.3 The ParaPRO Project Leader and the RedHill Project Leader shall facilitate the flow of information and otherwise promote communications and collaboration within and among the Parties, the JCC, and any other sub-committees or teams that the JCC may appoint or constitute. 5.4 The JCC shall hold meetings at such times and places as agreed between the members of the JCC, but in no event less frequently than following every Calendar Quarter to examine the number of [****] and the Commercialization Fee payable. The JCC may conduct meetings in person or by teleconference or videoconference or other means. Meetings shall be chaired alternatively by the ParaPRO Project Leader and the RedHill Project Leader. Each Party shall only be responsible for its own costs related to the JCC and meetings. The Project Leader conducting the meeting also will be responsible for taking and distributing the minutes. At and between meetings of the JCC, each Party shall keep the other fully and regularly informed as to its progress with its respective tasks and obligations under the Agreement and shall make themselves available to the other members of the JCC for communication purposes. 5.5 At each JCC meeting, at least [****] appointed by RedHill and [****] appointed by ParaPRO present in person, by teleconference or videoconference or by other means shall constitute a quorum. Each Party shall have equal voting power, whether represented by [****] committee members, on all matters before the JCC and, unless specifically determined otherwise, ParaPRO will have the final tie breaking vote on all topics and activities under its responsibility and RedHill will have a final tie breaking vote on all topics and activities under its responsibility. 5.6 By mutual consent of the members appointed by both Parties, such consent not to be unreasonably withheld, conditioned or delayed, either Party may invite other, non-voting, persons to attend appropriate meetings of the JCC. 5.7 The JCC may act without a meeting if prior to such action the JCC members agree regarding such action and a written consent thereto is signed by both Project Leaders. 5.8 The JCC may amend or expand upon the foregoing procedures for its internal operations by unanimous written consent. 5.9 The JCC shall not have any power to amend this Agreement or bind or incur liability on behalf of either Party hereto without such Party’s express prior written authorization, and shall have only such powers as are specifically delegated to them hereunder. 5.10 Notwithstanding the regular meeting schedule of the JCC, a meeting of the JCC may be called by either Party on [****] written notice to the other, unless such notice is waived by the other Party. In the event of any meeting called pursuant to a notice under this Section 5.10, the Party calling the meeting shall provide with the notice an agenda for the meeting together with the information that such Party believes is relevant for the items to be discussed. Neither Party shall call more than [****] additional meetings per Calendar Year for the JCC under this Section 5.10 without the other Party’s consent. STRICTLY CONFIDENTIAL 5.11 The JCC shall, among its other authorities, have the authority to establish and appoint sub-committees, as the JCC deems necessary. All decisions of a subcommittee are subject to approval by the JCC. The JCC may prescribe rules of procedure for the foregoing subcommittees. In the event that Intellikine exercises any such other subcommittees fail to reach agreement on an issue within its Oncology Product Option in accordance with Section 7.1respective area of oversight, the Parties will establish matter shall be referred to the JCC. 5.12 Unless otherwise expressly stated, nothing contained in this Agreement may be deemed to make any member of the JCC a Joint Commercialization Committee partner, agent or legal representative of the other, or to create any fiduciary relationship for Shared Product(s) within thirty (30) days following any purpose whatsoever. No member of the first exercise by Intellikine of its Oncology Product Option. The JCC shall be composed have any authority to act for, or to assume any obligation or responsibility on behalf of, any other member of three (3) representatives from Intellikine and three (3) representatives from Infinity. The JCC members shall be appropriately qualified and experienced in order to make a meaningful contribution to committee meetings. Each Party may replace its representatives on the JCC on written notice to JCC, or the other Party. (b) The JCC shall have responsibility for (i) the general oversight and coordination of all commercialization activities with respect to such Shared Product in the United States, including pre-Launch, Launch and sales and marketing activities under the Commercial Plan, and (ii) following Intellikine’s exercise of the Oncology Product Option with respect to a Shared Product, approval (subject to Section 1.4 of Exhibit 5) of the Commercial Plan (including budgets) and any amendment thereto for such Shared Product. Each Party may from time to time invite a reasonable number of participants, in addition to its representatives on the XXX, xx xxxxxx XXX meetings in a non-voting capacity, provided that such participants are subject to the confidentiality provisions set forth in Article 12. The JCC will be chaired by a representative from Infinity. The chairperson shall set agendas for JCC meetings in advance, provided that the agendas will include any matter requested by either Party. The chairperson shall be responsible for recording, preparing and, within a reasonable time, issuing draft minutes of each JCC meeting. (c) The JCC will meet at least quarterly and at such other times as requested by the chairperson or as the Parties may otherwise agree. Meetings shall be held at such place or places as are mutually agreed or by teleconference or videoconference; provided, however, that there shall be at least two (2) face-to-face meetings per calendar year. (d) Decisions of the JCC shall be made by unanimous vote, with Infinity’s representatives to the JCC collectively having one (1) vote and Intellikine’s representatives to the JCC collectively having one (1) vote. If the JCC fails to reach unanimous agreement on a matter before it for decision for a period in excess of thirty (30) days, such matter shall be resolved in accordance with Section 4.7.

Joint Commercialization Committee. (a) In Within [****] after the event that Intellikine exercises its Oncology Product Option in accordance with Section 7.1Effective Date, the Parties will shall establish a Joint joint commercialization committee (the “JCC”) with the responsibility to oversee, review and coordinate the Commercialization Committee of Licensed Products in the Field for Shared Product(s) within thirty (30) days following the first exercise by Intellikine of its Oncology Product Option. The JCC shall be composed of three (3) representatives from Intellikine and three (3) representatives from Infinity. The JCC members shall be appropriately qualified and experienced in order to make a meaningful contribution to committee meetingsUnited States. Each Party may replace its representatives shall use [****] reasonable efforts to support the operation of the JCC, including by designating [****] qualified personnel to serve on the JCC on written notice JCC. Subject to the other Party. (b) The oversight of the JSC, the JCC shall have responsibility for (i) perform the general oversight following functions: 2.3.1 develop and coordination approve the initial Commercialization Plan and review and approve any updates or amendments thereto, [****]; 2.3.2 oversee and monitor the implementation of all commercialization activities the Commercialization Plan and the costs incurred with respect to such Shared Product in the United Statesthereto; 2.3.3 periodically (no less often than [****], including pre-Launch, Launch and sales and marketing activities under the Commercial Plan, and (ii) following Intellikine’s exercise of the Oncology Product Option with respect to a Shared Product, approval (subject to Section 1.4 of Exhibit 5) of the Commercial Plan (including budgets) and any amendment thereto for such Shared Product. Each Party may from time to time invite a reasonable number of participants, in addition to its representatives on the XXX, xx xxxxxx XXX meetings in a non-voting capacity, provided that such participants are subject to the confidentiality provisions set forth in Article 12. The JCC will be chaired by a representative from Infinity. The chairperson shall set agendas for JCC meetings in advance, provided that the agendas will include any matter requested by either Party. The chairperson shall be responsible for recording, preparing and, within a reasonable time, issuing draft minutes of each JCC meeting. (c) The JCC will meet at least quarterly and at such other times as requested by the chairperson or as the Parties may otherwise agree. Meetings shall be held at mutually agree in writing) review and discuss the Commercialization Plan and any updates or amendments thereto; 2.3.4 review and approve the budget for any [****] Costs that are included in Other Shared Expenses; 2.3.5 with respect to any Commercialization activity for the Licensed Products performed with respect to the [****]; and 2.3.6 perform such place or places as other functions that are mutually agreed expressly assigned to the JCC under this Agreement or by teleconference the JSC or videoconference; providedas the Parties may mutually agree in writing, howeverexcept where in conflict with any provision of this Agreement. For clarity, that there the JCC shall be at least two not have any authority beyond the specific matters set forth in this Section 2.3, and in particular shall not have any power to (2a) face-to-face meetings per calendar year. amend or modify the terms of this Agreement, (b) waive a Party’s compliance with this Agreement, (c) decide or resolve any issues other than those specifically subject to JCC approval in this Section 2.3, (d) Decisions determine any issue in a manner that would conflict with the express terms and conditions of this Agreement, or (e) impose any other obligations on either Party without the JCC shall be made by unanimous vote, with Infinity’s representatives to the JCC collectively having one (1) vote and Intellikine’s representatives to the JCC collectively having one (1) vote. If the JCC fails to reach unanimous agreement on a matter before it for decision for a period in excess prior written consent of thirty (30) days, such matter shall be resolved in accordance with Section 4.7Party.

Joint Commercialization Committee. (a) In 8.1 Within [****] following the event that Intellikine exercises its Oncology Product Option in accordance with Section 7.1Effective Date, the Parties will parties shall establish a Joint Commercialization Committee (“JCC”) that shall be comprised of up to [****] representatives of each of Licensee and Licensor, which representatives shall be members of the parties’ senior management or other such senior persons responsible for Shared Product(s) the applicable functional area within thirty each party (30) days following the first exercise by Intellikine of its Oncology Product Optioneach, a “JCC Member”). The initial JCC shall be composed Members of three (3) representatives from Intellikine each of the parties are set forth in Exhibit F, attached hereto and three (3) representatives from Infinity. The JCC members shall be appropriately qualified and experienced in order to make a meaningful contribution to committee meetingsincorporated herein by reference. Each Party party may replace its representatives JCC Members (including the chairperson) at any time on the JCC on prior written notice to the other Party. (b) The JCC shall have responsibility for (i) the general oversight and coordination of all commercialization activities with respect to such Shared Product in the United States, including pre-Launch, Launch and sales and marketing activities under the Commercial Plan, and (ii) following Intellikine’s exercise of the Oncology Product Option with respect to a Shared Product, approval (subject to Section 1.4 of Exhibit 5) of the Commercial Plan (including budgets) and any amendment thereto for such Shared Productparty. Each Party may party will have the right from time to time to invite a reasonable number to JCC meetings other representatives for the purpose of participants, in addition addressing specific issues to its representatives on the XXX, xx xxxxxx XXX meetings in a non-voting capacity, provided that be discussed at such participants are subject to the confidentiality provisions set forth in Article 12. The JCC will be chaired by a representative from Infinitymeetings. The chairperson shall set agendas for JCC meetings in advance, provided that the agendas will include any matter requested by either Party. The chairperson shall be responsible for recording, preparing and, within a reasonable time, issuing draft minutes of each JCC meeting. (c) The JCC will meet at least quarterly and at such other times as requested by the chairperson or as the Parties may otherwise agree. Meetings shall be held at such place or places as are mutually agreed or by teleconference or videoconference; provided, however, that there shall be at least two (2) face-to-face meetings per calendar year. (d) Decisions of the JCC shall be made appointed for a [****] term by unanimous voteone party followed up with a [****] term by the other party and will be replaced again [****] accordingly by the parties until termination of the Agreement, with Infinity’s representatives it being agreed that during the [****] of the Agreement the chairperson shall be appointed by [****], and shall initially be [****]. For the avoidance of doubt, the chairperson shall not have a greater casting or deciding vote or more authority than any other JCC Member on any matter related to the JCC collectively having one (1) vote and Intellikine’s representatives or this Agreement. In addition to the JCC collectively having one (1) vote. If foregoing, the JCC fails parties shall each have the right to reach unanimous agreement on a matter before it for decision for a period appoint non-voting observers to the JCC. 8.2 In connection with the transactions contemplated in excess of thirty (30) daysthis Agreement and in the other Transaction Documents, such matter Licensee shall be resolved in accordance with Section 4.7responsible for the [****] (the “Licensee Responsibilities”).