Joint Project Teams Clause Samples
POPULAR SAMPLE Copied 1 times
Joint Project Teams. The Parties shall establish a research team comprised of at least one (1) senior scientist from each Party and one individual to be the first contact for operational and scientific matters (“Project Leader”) for each Project (each, a “Joint Project Team” or “JPT”). Each Party shall appoint its respective representatives to the JPT from time to time, and may change its representatives, in its sole discretion, effective upon notice to the other Party designating such change. The JPT shall meet no less frequently than once every [***] months in accordance with a schedule established by the JPT. The JPT shall operate by consensus and make recommendations to the JSC with respect to matters within its authority, but shall have no decision-making authority. The JPT shall:
3.4.1. be responsible for the day-to-day dealings within the respective Project and the Project Leader shall be the first contact person for the other Party for operational and scientific matters with regard to such Project;
3.4.2. propose, as necessary, the initial Project Plan and amendments to the Project Plan;
3.4.3. ensure that the research activities are performed in accordance with the Project Plan;
3.4.4. through the Project Leader, keep regular contact between each other and ensure that the Project Leader of the other Party is well informed about the progress of the Project and about relevant changes or obstacles that may occur during the Project Term;
3.4.5. through the Project Leader, internally coordinate their respective project teams;
3.4.6. ensure the timely submission and accurate preparation of the reports as set forth in Section 3.9 and the Project Plan and record the Project Know-How, Project Compounds and Project IP Rights along with any Background IP Rights and Background Know-How that would be subject to a License Agreement under such Project; and
3.4.7. determine the specific Project Compounds to be included in a Lead Series.
Joint Project Teams. (a) JPT—Formation and Composition. For each Work Plan, the Parties will within [...***...] of approval of such Work Plan by the JSC appoint representatives (which will include the relevant Project Leader appointed by each Party and the necessary function representatives per Party) to form a joint project team (“Joint Project Team” or “JPT”) to oversee the day-to-day activities of the Parties in the performance of such Work Plan, as well as to develop and propose updates to such Work Plan for approval by the Joint Steering Committee and to perform such other activities assigned to the Joint Project Team hereunder or by the JSC. The chair of the JPT will alternate between the Project Leader designated by Ablynx and the Project Leader designated by Sanofi, unless mutually agreed otherwise by such Project Leaders. During the Research Program Term, the JPT formed for the applicable Work Plan will meet in person or by teleconference or videoconference at least [...***...], and otherwise as frequently as needed. The presence of at least two representatives of each of Sanofi and Ablynx at a meeting will constitute a quorum. The two Project Leaders will use good faith efforts to attend each JPT meeting. If there is a dispute within a JPT, then either Party may refer the matter to the Alliance Managers for resolution and, if the Alliance Managers are unable to resolve the dispute, they will refer the matter to the JSC. Each JPT will be disbanded as of the Licensed Compound Selection Date associated with the applicable Work Plan, unless otherwise agreed to by the Parties.
Joint Project Teams. From time to time, the Joint US Leadership Team or the Parties may establish permanent or ad hoc cross-functional or function-specific joint project teams to undertake initiatives or analyses and such joint project teams will be constituted as the Joint US Leadership Team approves (each, a “Joint Project Team” or “JPT”). If any JPT is unable to reach a decision on any matter after endeavoring in good faith to do so, such matter shall be referred to the Joint US Leadership Team for resolution as provided in Section 2.5 (Decision Making).
Joint Project Teams. From time to time, the Joint Steering Committee or the Parties may establish permanent or ad hoc cross-functional or function-specific joint project teams to oversee particular projects or activities, including Development, Manufacturing, Medical Affairs Activities and Commercialization, within the scope of the JSC’s authority hereunder, and such joint project teams will be constituted as the Joint Steering Committee approves (each, a “Joint Project Team” or “JPT”). If any JPT is unable to reach a decision on any matter after endeavoring in good faith to do so, such matter shall be referred to the Joint Steering Committee for resolution as provided in Section 3.5 (Decision Making).
Joint Project Teams. From time to time, the JSC may establish permanent or ad hoc cross-functional or function-specific joint project teams to undertake initiatives or analyses and such joint project teams will be constituted as the JSC approves (each, a “Joint Project Team” or “JPT”). If any JPT is unable to reach a decision on any matter after endeavoring in good faith to do so, such matter shall be referred to the JSC for resolution as provided in Section 2.4 (Decision Making).
Joint Project Teams. Each JPT shall meet [***] (or such other frequency agreed to by the Parties, and more often as is reasonably considered necessary at the request of any Party with reasonable notice to the other Party). Each JPT shall, with respect to projects and activities within the scope of responsibility of such JPT, (a) plan, coordinate and direct such projects and activities, (b) facilitate the exchange of information between the Parties with respect to such projects and activities, and (c) make applicable decisions with respect to such projects and activities (including as expressly required by this CMSA).
Joint Project Teams. The JSC shall establish a separate joint project team for each Research and Development Program (each a "JPT"). Each JPT will consist of an equal number of appropriate representatives from each Party. The JPTs will provide a forum for communication between the Parties regarding each Research and Development Program and for making day-to-day operational decisions regarding each Research and Development Program. All such decisions shall be made by consensus of the members of the applicable JPT and any disputes shall be referred to the JSC for resolution. The JPTs shall meet at a frequency established by the JSC.
Joint Project Teams. 12
4.1 Joint Project Teams; Members......................................................................12 4.2 Responsibilities..................................................................................12 4.3 Meetings..........................................................................................13 4.4 Decision-making...................................................................................13 4.5 Term..............................................................................................13 5. DEVELOPMENT AND JOINT DEVELOPMENT PROGRAMS.................................................................14 5.1 Scope of Development and Joint Development Programs...............................................14 5.2 Genentech Responsibilities under the Joint Development Program....................................14 5.3 Genentech Responsibilities under the Development Program..........................................15 5.4 Inspire Responsibilities under the Joint Development Program......................................16 5.5 Inspire Responsibilities under the Development Program............................................16 5.6 Option to Co-Fund Products in Field B.............................................................17 5.7 Funding of Development Program....................................................................18 5.8 Conduct of Development Program....................................................................19 5.9 Liability.........................................................................................20 TABLE OF CONTENTS 6.1 License Grant to Genentech........................................................................20 6.2 License Grant to Inspire..........................................................................21 6.3 Sublicensing......................................................................................21 6.4 Strategic Partners of Inspire.....................................................................22 6.5 Commercialization Obligations, Rights.............................................................22
Joint Project Teams