Joint Finance Committee. (a) Each Member shall appoint two (2) members of a joint finance committee to support the JEC, the JDC, the JCC and the JCOC (the “Joint Finance Committee” or “JFC”). Gilead Sub shall appoint one (1) of the members designated by Gilead Sub, to serve as chairperson of the JFC through the first anniversary of the Effective Date. Thereafter a member designated by BMS Sub and then a member designated by Gilead Sub shall serve alternately as chairperson, on a rotating annual basis from each anniversary of the Effective Date. The initial JFC members and the chairperson are identified in Annex A hereto.
(b) Subject to the oversight of the JEC, the JFC shall have the following powers and duties: to work with the JEC and the other Operating Committees to assist in financial, budgeting and planning matters as required, including assisting in the preparation of budgets and annual and long-term plans; to recommend, for approval by the JEC, procedures, formats and timelines consistent with this Agreement for reporting financial data as well as additional or alternative reporting procedures concerning financial aspects of the JV; to prepare such reports on financial matters as are approved by the JEC for the implementation of the financial aspects of the JV; to coordinate audits of financial data where appropriate and required or allowed by this Agreement; to address issues of implementation relating to the financial mechanics and calculations under this Agreement and the Operating Agreement; to recommend, for approval by the JEC, a means of reconciling, one to the other, the internal reporting and accounting standards of each of the Member Parties where necessary and methods of charging costs and expenses of each of the Member Parties; to review the appropriate allocation of costs and expenses with respect to Authorized Expenses; to calculate or cause to be calculated, as the case may be, those matters expressly required to be calculated (or caused to be calculated) by the JFC pursuant to this Agreement, including Sections 7.1(c) and 7.1(d), and pursuant to the Operating Agreement, and to address issues of implementation relating to the cash netting procedures set forth in Section 4.1(c) of the Operating Agreement; to develop and recommend to the JEC for approval the initial Capital Contributions (as defined in the Operating Agreement) of the Members and each Capital Contribution planning schedule, and to recommend to the JEC certain requests for additional Capital Con...
Joint Finance Committee. Exelixis and BMS shall establish a JFC within [ * ] after the Effective Date. The JFC shall provide support to all other Committees with respect to accounting and financial matters relating to Committee-Governed Products. The JFC shall have the membership and shall operate by the procedures set forth in Section 2.6.
Joint Finance Committee. At the appropriate time (as determined by the JRC), the JRC will establish a joint finance committee (the “Joint Finance Committee” or “JFC”), which will report to the JRC. The JFC will (a) coordinate the budgeting, accounting, reporting, reconciliation and other financial activities set forth in this Agreement (including adjusting the due date for invoices prepared in accordance with Section 2.3.2 (Reporting; Payment)) and (b) perform any other functions that are expressly delegated to the JFC by the JRC. The JFC will include individuals from each Party with reasonable expertise in the areas of accounting, cost allocation, budgeting and financial reporting. Without limiting the foregoing, the JFC will provide a forum for the Parties to discuss the Research Budget for each Research Program (but, for clarity, the JFC will not develop or determine whether to approve such budgets) and to track Morphic’s progress against such budgets. The JFC will meet at such times and with such frequency as the JRC deems appropriate. Each Party will be responsible for all its own costs and expenses of participating in the JFC meetings.
Joint Finance Committee. The JFC shall be responsible for accounting, financial (including planning, reporting and controls) and funds flow matters related to the Collaboration and this Agreement, including such specific responsibilities set forth in Article IX and such other responsibilities determined by the JSC. The JFC also shall respond to inquiries from the JDC, the JMC and the JCC, as needed.
Joint Finance Committee. Within [***] days following the Effective Date, the Parties shall establish a joint finance committee (the “JFC”). The JFC shall include individuals from each Party with reasonable expertise in the areas of accounting, budgeting and financial reporting. The JFC shall be the forum for discussion of all finance related issues in relation to the Territory, and shall: (a) coordinate budgeting, accounting, financial reporting and other financial activities provided for in this Agreement; (b) if requested by the JSC, develop a process for the development of budgets by the Committees in order to assist in reconciling payments owed by one Party to the other in connection with Development activities, and the approval of such budgets by the JSC, including the Development budgets; and (c) perform such other functions that are expressly delegated to the JFC in this Agreement or by the JSC.
Joint Finance Committee. (a) Within thirty (30) days of the Original Effective Date, the Parties will establish the Joint Finance Committee to be composed of two representatives appointed by each of IDEC and Genentech. Either Party may replace any or all of its representatives at any time upon prior written notice to the other Party. Such representatives will include individuals with expertise and responsibilities in the areas of accounting, cost allocation, budgeting and financial reporting. The JFC will operate by consensus, except as expressly set forth herein. If the JFC is unable to resolve a dispute regarding any issue presented to it, such dispute shall be resolved in accordance with Article 17.
(b) The JFC shall operate under the direction of the Management Committee to provide services to and consult with the JDC and the JCC in order to address the financial, budgetary and accounting issues which arise in connection with the Development Plans and updates thereto as described in Exhibit A, as well as commercialization plans and updates thereto.
(c) The JFC shall have no involvement in the development of Licensed Products in the Licensed Territory, which shall be the responsibility of Genentech, subject to the terms and conditions of this Agreement.
(d) The JFC will cease operating and have no further function hereunder on the date on which the Parties are no longer sharing Operating Profits or Losses with respect to any Franchise Product in the Co-Promotion Territory.
Joint Finance Committee. The JFC shall provide a forum for the discussion and exchange of information between the Parties relating to Research Costs, the Program 1 Joint Development Budget, the [**] Co-Development Budget, the Additional Co-Development Budget, Allowable Expenses, Net Profits and Net Losses. As soon as practicable following the Effective Date (but in no event more than [**] following the Effective Date), each Party shall designate its [**] representatives on the JFC. A representative of Incyte shall act as the chairperson of the JFC. The chairperson shall not have any greater authority than any other representative on the JFC and shall conduct the following activities of the JFC: (A) calling meetings of the JFC at least every quarter; (B) preparing and issuing minutes of each such meeting within [**] thereafter; and (C) preparing and circulating an agenda for the upcoming meeting.
Joint Finance Committee. Within 60 days after the Effective Date, Xxxxxxxx and Xxxxxx shall establish a joint finance committee (the “JFC”) to: (a) coordinate and conduct the budgeting, accounting, reporting, reconciliation and other financial activities set forth in this Agreement to the extent provided in this Agreement; (b) if requested by the JSC, develop and recommend to the JSC for approval a process for the development and approval of budgets contemplated by this Agreement, including Development Budgets and U.S. Commercialization Budgets to implement the provisions of Section 5.1.2, Section 5.1.3, and Section 7.1.2; and (c) perform the other functions that are expressly delegated to the JFC in this Agreement. The JFC shall include individuals from each Party with reasonable expertise in the areas of accounting, cost allocation, budgeting and financial reporting.
Joint Finance Committee. Within sixty (60) days of the Effective Date, the Parties shall form a Joint Finance Committee comprised of two representatives from ROCHE and two representatives from GENENTECH. The Joint Finance Committee shall meet on an as needed basis to review and discuss financial activities and issues relating to this Agreement.
Joint Finance Committee. The Parties may establish a joint finance committee (the “Joint Finance Committee” or “JFC”) at an appropriate time, to facilitate disclosure and sharing of Shared Costs to enable the cost/profit sharing structure described in Section 6.2. Selecta and AskBio shall have equal membership on the JFC.
