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 Contributions, in each case pursuant to Section 4.1 of the Operating Agreement; to provide updates on the JFC’s activities and achievements to the JEC each Calendar Quarter; and to perform such other functions as the Member Parties may mutually agree in writing from time to time. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Joint Finance Committee. (a) Each Member shall appoint two (2) members of a joint finance committee to support Within [**] after the JECEffective Date, the JDC, the JCC and the JCOC (the “JSC shall establish a Joint Finance Committee” or Committee (“JFC”). Gilead Sub The JSC shall appoint one determine the appropriate (1and equal) number of representatives of each Party that will constitute the JFC, and the JFC shall determine the proper operating rules (including meetings) of the members designated by Gilead Sub, JFC. Each Party shall designate their respective initial representatives to serve as chairperson of the JFC through to allow such JFC to begin organizing information for 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 Dateinitial meetings. The initial JFC members shall act by consensus (or by unanimous written consent), and any unresolved disputes within the chairperson are identified in Annex A hereto.
(b) Subject JFC’s responsibilities shall be referred to the oversight of the JEC, the JSC for resolution in accordance with Sections 2.2(e) and 2.7. The JFC shall have the following powers and duties: responsibilities with respect to work the Exploitation of the Licensed Products hereunder:
(a) working with the JEC and the other Operating Committees to assist in financial, forecasting, budgeting and planning matters as required, including (a) assisting in the preparation, for approval by the JSC, of such reports on financial matters as are requested by the JSC for the implementation of the financial aspects of the Development and Commercialization activities with respect to the Licensed Products in the Shared Territory, (b) overseeing the preparation by the Parties of the Joint Medical Affairs budgets, the Joint Development Budget and the Joint Commercialization Budget for such Development and Commercialization activities as a whole for submission to the JSC for review and approval, (c) assisting in the preparation and review of requests for approval by the JSC of inclusion of [**] in the applicable Joint Budget, as applicable (d) assisting in the preparation of other budgets and annual and long-term plansplans for JSC approval, (e) as requested by a Party, coordinating the preparation of quarterly updates to annual budgets, (f) assisting the JCC and JMC in developing the long-range forecast for commercial supply of the Licensed Products, (g) supporting the development of the revenue forecast model or methodology; to recommend, for approval by the JEC, and (h) supporting development and review of Licensed Product revenue forecasts at each official submission and update;
(b) establishing procedures, formats and timelines consistent with this Agreement for reporting financial data and assist in resolving differences that relate to the financial terms of this Agreement; provided, that no Party shall be required to make any material changes to its internal accounting and reporting systems and standards;
(c) serving as well a forum to review, discuss and work to resolve any questions regarding (i) the inclusion of any items as a Joint Commercialization Cost, Joint Development Cost or Joint Medical Affairs Cost, or (ii) ensuring that Joint Commercialization Costs, Joint Development Costs or Joint Medical Affairs Costs only include costs that are reasonably and directly allocable to the Licensed Products;
(d) recommending to the JSC any changes to, or additional or alternative reporting procedures concerning financial aspects items to be included within the Joint Development Costs, Joint Commercialization Costs, Joint Medical Affairs Costs and Manufacturing Costs;
(e) on a quarterly basis, reviewing the costs and expenses to be included in the Joint Development Costs, Joint Commercialization Costs, Joint Medical Affairs Costs and Manufacturing Costs calculation in accordance with the terms of this Agreement;
(f) reviewing calculations of the JV; amount of any payments to prepare such reports on financial matters as are approved be made by the JEC for Parties (or their Affiliates) hereunder, reviewing the implementation reconciliation of payments and discussing methods of cost sharing and determination and distribution of the financial aspects of the JV; Net Profits or Losses to coordinate a Party or its Affiliates consistent with this Agreement;
(g) coordinating audits of financial data where appropriate and required or allowed by this Agreement; ;
(h) coordinating with the other Committees, as appropriate and applicable;
(i) establishing the inter-party procedures, contracts (if necessary), and financial structure necessary to address issues of implementation relating to the financial mechanics and calculations under affect that economic result contemplated by this Agreement and the Operating Agreementmonitoring and maintaining such structure; 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 and
(or caused to be calculatedj) 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 Contributions, in each case pursuant to Section 4.1 of the Operating Agreement; to provide updates on the JFC’s activities and achievements to the JEC each Calendar Quarter; and to perform such other functions as are assigned to the Member JFC as set forth herein or as the Parties may mutually agree in writing from time to time. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDwriting.
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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 authority of the JECeach JSC as set forth in Section 2.3, the JFC Joint Finance Committee shall have the following powers and duties: responsibilities with respect to work Products hereunder:
2.7.1. working with the JEC and the other Operating Committees to assist in financial, forecasting, budgeting and planning matters as required, including (a) assisting in the preparation, for approval by the JSC, of such reports on financial matters as are requested by the JSC for the implementation of the financial aspects of the Development and Commercialization activities with respect to the Products in the Co-Promotion Territory, (b) overseeing the preparation by the Parties of the budgets of the Joint Medical Affairs and Development Plan and Budgets and the Co-Promotion Commercialization Plan and Budgets by each JMDRC and JCC, as applicable, for such Development and Commercialization activities as a whole for submission to the JSC for review and approval, (c) assisting in the preparation and review of requests for approval by the JSC of inclusion of Excess Development Costs, Excess Advertising Costs or Excess Commercialization Costs in the applicable Budget, as applicable (d) assisting in the preparation of other budgets and annual and long-term plansplans for JSC approval, (e) as requested by a Party, coordinating the preparation of quarterly updates to annual budgets, (f) assisting the JCC and JCC in developing the long-range forecast for commercial supply of the Products, (g) supporting the development of the revenue forecast model or methodology; (h) supporting development and review of Product revenue forecasts at each official submission and update; and (i) review of the any question regarding reports set out in Section 8.3.4 with respect to recommend, for approval by the JEC, Net Sales and calculation of resulting royalties;
2.7.2. recommending and approving procedures, formats and timelines consistent with this Agreement for reporting financial data as well as and assist in resolving differences that relate to the financial terms of this Agreement; provided, that no Party shall be required to make any material changes to its internal accounting and reporting systems and standards;
2.7.3. recommending to the JSC any changes to, or additional or alternative reporting procedures concerning financial aspects items to be included within the Allowable Expenses;
2.7.4. on a quarterly basis, reviewing the costs and expenses to be included in the Allowable Expense calculation in accordance with the terms of this Agreement;
2.7.5. reviewing calculations of the JV; amount of any payments to prepare such reports on financial matters as are approved be made by the JEC for Parties (or their Affiliates) hereunder, reviewing the implementation reconciliation of payments and discussing and recommending to the Parties the most appropriate and tax effective methods of cost sharing and determination and distribution of the financial aspects of the JV; Net Profits or Net Losses to coordinate a Party or its Affiliates consistent with this Agreement;
2.7.6. coordinating audits of financial data where appropriate and required or allowed by this Agreement; to address issues of implementation relating to ;
2.7.7. coordinating with 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 calculatedother Committees, 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) appropriate 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 Contributions, in each case pursuant to Section 4.1 of the Operating Agreement; to provide updates on the JFC’s activities and achievements to the JEC each Calendar Quarter; and to perform such other functions as the Member Parties may mutually agree in writing from time to time. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.applicable;
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Samples: Collaboration and License Agreement (Myovant Sciences Ltd.)
Joint Finance Committee. (a) Each Member shall appoint two (2) members of a joint finance committee to support the JECExcept as otherwise provided herein, the JDCJFC shall be governed by, the JCC and the JCOC (the “Joint Finance Committee” or “JFC”). Gilead Sub shall appoint one (1act in accordance with, Section 2.6(a) and Section 2.7 of the members designated by Gilead Sub, to serve US JV Collaboration Agreement as chairperson of the JFC through the first anniversary of the Effective Dateif such Sections were incorporated herein. 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: duties with respect to the activities conducted pursuant to this Agreement or any Co-Promotion Agreement:
(a) to work with (i) the JEC JEC, the EUOC and the other Operating Committees JLOCs to assist in financial, budgeting and planning matters as required, including assisting in the preparation of budgets and annual and long-term plans; plans and (ii) to recommendthe extent applicable, 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 with 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 Joint European Finance Committee with respect to Authorized Expenses; to calculate or cause expenses intended to be calculated, as the case may be, those allocated on a Territory-wide basis and other matters expressly required to be calculated (or caused to be calculated) covered 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 Financial 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 Contributions, in each case pursuant to Section 4.1 of the Operating Agreement; to provide updates on the JFC’s activities and achievements to the JEC each Calendar Quarter; and to perform such other functions as the Member Parties may mutually agree in writing from time to time. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. §§ 200.80 (b)(4) AND 230.406
(b) in coordination with the EUOC, to oversee the work of the JLOCs;
(c) if possible, resolve disputes referred to the JFC by the Alliance Managers pursuant to Section 2.5 or by either Party (or any of its Affiliates) pursuant to any applicable provisions of the Financial Agreement;
(d) 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 arrangements between the Parties and their Affiliates with respect to the Exploitation of Territory Combination Product;
(e) to prepare, for approval by the JEC, reports on such financial matters as are designated by the JEC for the implementation of the financial aspects of the arrangements between the Parties and their Affiliates with respect to the Exploitation of Territory Combination Product;
(f) to make certain determinations and calculations set forth in the Financial Agreement, which determinations and calculations the JFC is assigned to perform thereunder;
(g) to coordinate audits of financial data where appropriate and required or allowed by this Agreement or any Covered Agreement to which the Parties or their respective Affiliates are parties;
(h) to address issues of implementation relating to the financial mechanics and calculations under this Agreement and the Financial Agreement;
(i) 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 Parties where necessary and the methods of charging costs and expenses of each of the Parties;
(j) to consider, upon request of Gilead Sub, and designate, if appropriate, any category of costs and expenses incurred by or on behalf of Gilead Sub in connection with the performance of its obligations under the Product Supply Services Agreement, other than any category that is already included in the Manufacturing Fee or Authorized Expenses (in each case, as defined in the Product Supply Services Agreement), as an “Approved Manufacturing Fee Category” or approved category of Authorized Expenses (as defined in such agreement), as applicable, for the Territory; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. §§ 200.80 (b)(4) AND 230.406
(k) to review the appropriate allocation of costs and expenses with respect to Authorized Expenses, including any Cost Allocation Proposals, and to make recommendations to the JEC with respect to Cost Allocation Proposals;
(l) 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, if any, pursuant to this Agreement and, if applicable, pursuant to any Co-Promotion Agreement;
(m) to provide updates on the JFC’s activities and achievements hereunder to the JEC each Calendar Quarter; and
(n) to perform such other functions as the Parties may mutually agree in writing from time to time or as the JEC may delegate from time to time.
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