Joint Executive Committee. As of the Effective Date, the Parties have established a joint executive committee (the “Joint Executive Committee” or the “JEC”), composed of an equal number of up to [ * ] senior officers/representatives of each Party, to oversee and guide the strategic direction of the collaboration of the Parties under this Agreement. The JEC shall act as a joint consultative body and to the extent expressly provided herein, a joint decision-making body. The JEC in particular shall:
(a) review the overall status of the Development and Commercialization of the Compound and Products in the Exelixis Territory and the Collaborator Territory, as presented by the JDC and JCC;
(b) review and approve any proposed amendments to the GDP, including corresponding budgets, following recommendation by the JDC;
(c) review and approve the Commercialization Plans for the Collaborator Territory, including proposed amendments, following recommendation by the JCC;
(d) review and approve Minimum Commercial Performance thresholds pursuant to Section 6.3(b), following recommendation by the JCC;
(e) review the status and strategy of manufacturing and supply, following recommendation by the JDC or JCC;
(f) resolve any disputed matter submitted to it by the JDC or JCC;
(g) establish additional Committees as it deems necessary or advisable to further the purpose of this Agreement; and
(h) perform such other functions as appropriate to further the purposes of this Agreement, as expressly set forth in this Agreement or allocated to it by the Parties’ written agreement, including providing financial oversight of the activities conducted pursuant to this Agreement. For clarity, any information sharing of Commercialization matters regarding the Exelixis Territory shall be solely for purposes of the coordination of the Parties’ activities, and Exelixis shall retain all decision making authority with respect to such matters without requiring any approvals except as expressly provided in Sections 13.4 and 13.5.
Joint Executive Committee. As soon as practicable after the date hereof, the Buyer and the Seller Parent shall establish a joint executive committee (the “Joint Executive Committee”) which shall be compromised of three nominees of the Buyer and three nominees of the Seller Parent. Each of the members of the Joint Executive Committee may be removed, with or without cause, by the person appointing the same. Vacancies shall be filled by the person appointing the member whose departure gives rise to such vacancy. The Joint Executive Committee shall be jointly chaired by a nominee of the Buyer and a nominee of the Seller Parent and shall have the objective of facilitating and achieving (including, without limitation, obtaining the consents and approvals in respect of the Company, its Subsidiaries and the Joint Ventures contemplated by Section 5.3) the transactions contemplated in this Agreement, integration planning, strategic development, developing recommendations concerning the structure and the general operation of the Company prior to the Closing subject to applicable law. The Joint Executive Committee shall meet monthly in the United States or upon such other date or dates, and in such other places, as the Buyer and the Seller Parent may agree from time to time and may be convened by telephone, video conference or similar means. All decisions of the Joint Executive Committee shall require the vote, by person or proxy, of a majority of the members thereof, whether or not in attendance at the meeting in which such decision is made, or the written consent of a majority of the members of such committee. The provisions of this Section 4.8 are subject to the provisions of Section 4.9.
Joint Executive Committee. Within thirty (30) days after the Effective Date, the Parties shall establish a joint executive committee (the “Joint Executive Committee” or “JEC”). The JEC membership and procedures are further described in Section 2.2.5.
2.2.1. (a) The JEC shall in particular, in accordance with the decision-making principles set forth in Section 2.2.5, manage the overall alliance and resolve any disputed matter of the JSC.
2.2.1. (b) Unless otherwise agreed upon between the Parties, the JEC shall be comprised of an equal number of representatives from each of Servier and Pieris, which, unless otherwise agreed upon between the Parties, shall be two (2) members of each Party.
Joint Executive Committee. (a) Within [***] days after the Effective Date, the Parties shall establish a joint executive committee (the “Joint Executive Committee” or “JEC”). The JEC shall consist of (i) the Chief Executive Officer and (ii) the Chief Business Officer or Chief Operating Officer of either Party. The JEC shall (a) discuss and coordinate on corporate and strategic topics relating to the Combination Therapy that require alignment between the Parties, (b) review, discuss and resolve any matter within the decision-making authority of the JSC or the JCC on which the JSC or the JCC cannot reach consensus pursuant to Section 3.5(a), and (c) agree and coordinate on timing and venue of all public disclosures related to the Combination Therapy, including release of Combination Therapy Clinical Data, descriptions of the Combination Therapy, publication strategies pertaining to the Combination Therapy (e.g., press releases or corporate presentations), and any required disclosures and filings a Party may be obligated to make under Applicable Law with the SEC or other similar governmental authorities, provided that the foregoing shall not limit each Party’s right to make such required disclosures and filings in accordance with Section 11.3.
Joint Executive Committee. The Parties shall establish a joint executive committee (the “Joint Executive Committee” or the “JEC”), composed of up to three (3) senior executives from each Party. The JEC shall manage the overall collaboration of the Parties under this Agreement (including the intellectual property strategy, resources allocation and major changes to the collaboration requiring amendments to the Agreement) and resolve any disputed matter of the JSC. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Joint Executive Committee. 3.1.1 The Parties have established a joint executive committee (the “Joint Executive Committee” or “JEC”), all in accordance with this Section 3.1 and the Original Agreement. The JEC membership and procedures are further described in Section 3.3.
3.1.2 The JEC shall in particular, in accordance with the decision-making principles set forth in Section 3.4, manage **.
3.1.3 Unless otherwise agreed upon between the Parties, the JEC shall be comprised of an equal number of representatives from each of Servier and CTI, which unless otherwise agreed upon between the Parties, shall be of ** members of each Party and shall be in accordance with Sections 3.3.2 and 3.3.3.
3.1.4 The JEC will meet in accordance with Section 3.3.4 at least ** (or more if agreed upon), with the Co-Chairs (as defined in Section 3.3.3 below) attending in person. The location of the meetings of the JEC ** the place ** and the place **, with the intent that each such meeting shall be held at the **.
Joint Executive Committee. 3.2.1.1 Promptly after the Effective Date, the Parties shall form a Joint Executive Committee ("JEC") comprised of three (3) individuals, two (2) of which shall be appointed by BMS and one of which shall be appointed by Xxxxx and all of whom shall be qualified to appropriately represent such Party. The JEC shall be chaired by one of the two (2) BMS representatives. Additional employees of either Party or its Affiliates may attend the JEC meeting as non-voting members on an ad hoc basis as deemed necessary or appropriate by such Party; consultants or contractors assisting a Party may attend only with the prior consent of the other Party's members of the JEC (such consent not to be unreasonably withheld). The chairperson of the JEC shall be responsible for preparation and distribution of the minutes of each JEC meeting. Such minutes shall memorialize decisions made by the JEC, but shall avoid details relating to discussions and general matters not involving decisions. Minutes of meetings shall be disseminated to committee members not later than ten (10) business days following any meeting of the JEC. All JEC meeting minutes shall, following review by the Parties and agreement of their contents, be countersigned on behalf of each Party as evidence of acceptance of the correctness of such minutes.
3.2.1.2 The JEC will be used as the forum for the Parties to provide input to each other, to enable the Parties to approve the Promotion Plan and monitor its progress and to enable the Parties to monitor each Party's compliance with its obligations under this Agreement, excluding those matters that are specifically reserved exclusively to the sole discretion of BMS or Xxxxx under this Agreement. The JEC will focus on the overall business plan and positioning strategies for the Product, shall approve the Promotion Plan and material changes thereto. The JEC shall meet at least twice each year during the Copromotion Term (and more frequently if necessary), to discuss the actual results of the promotion of the Product in the Territory by the Parties as compared to the Promotion Plan, approve the Promotion Plan for the next succeeding Agreement Year and to discuss any other matters pertaining to a Party's performance of its Promotion obligations under this Agreement; provided, that it is understood that the first meeting of the JEC shall be held as soon as practical after the Execution Date. Meetings of the JEC shall be held alternately at a location designated by each Pa...
Joint Executive Committee. The Parties hereby establish a joint executive committee (the "Joint Executive Committee" or "JEC"), which shall have general oversight duties with respect to the Parties' activities hereunder. The JEC shall consist of six members, namely, three members from each of SkyePharma and Endo. The initial members of the JEC are specified on Schedule 3. Each of SkyePharma and Endo may replace any or all of its representatives on the JEC at any time upon written notice to the other in accordance with Section 13.5 of this Agreement. Any member of the JEC may designate a substitute with due authority to temporarily attend and perform the functions of that member at any meeting of the JEC. SkyePharma and Endo each may, in its sole discretion but subject to the written objection of the other Party (with demonstrable reason for objection), invite to attend meetings or portions of such meetings of the JEC a reasonable number of non-member representatives of such Party (including, without limitation, its employees or non-employee professional advisors), who have a reasonable purpose for attending such meeting or portion of such meeting. The JEC shall be co-chaired by a representative of each of SkyePharma and Endo, as such representative may be changed by the designating Party at any time. The co-chairpersons shall appoint a secretary of the JEC, and such secretary shall serve for such term as designated by the co-chairpersons.
Joint Executive Committee. Nothing in this section is intended to lessen the obligations of either Party under this Project Management Agreement. Pursuant to the Parties’ agreement in the Master Agreement to each establish project teams, the Parties shall establish a Joint Executive Committee (“JEC”) which shall be co-chaired by the TTC Chief Customer Officer (or his or her designate), with the Metrolinx Executive Vice-President, PRESTO (or his or her designate), and will be comprised of designated executive representatives from both TTC and Metrolinx. The JEC will be the executive steering committee responsible for the oversight of the Implementation Services pursuant to the Project Plan and this Project Management Agreement, and shall have the roles and responsibilities set out in Schedule 5.4
Joint Executive Committee. As soon as practicable after the date hereof, Parent and the Company shall establish a joint executive committee (the "Joint Executive Committee") which shall be comprised of three nominees of Parent (one of whom, in the first instance, shall be Xxx Xxxxxxxx) and three nominees of the Company (one of whom, in the first instance, shall be Xxxxx XxXxxxxx). The Joint Executive Committee shall be jointly chaired by Xxx Xxxxxxxx and Xxxxx XxXxxxxx and shall have the objective of facilitating and achieving the Merger contemplated in this Agreement, integration planning, strategic development, developing recommendations concerning the future structure and the general operation of the Company after the Effective Time subject to applicable law. The Joint Executive Committee shall meet monthly in the United States or upon such other date or dates, and in such other places, as Parent and the Company may agree from time to time and may be convened by telephone, video conference or similar means.
