Joint Steering Committee Sample Clauses
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Joint Steering Committee. Promptly after the Effective Date, the Parties will form a Joint Steering Committee (the “JSC”) composed of an equal number of employees of each of Curis and Genentech, but in no event to exceed four (4) members from each Party. The JSC shall determine the specific goals for the Collaboration, shall manage the ongoing research conducted under the Collaboration in accordance with the Research Plan, shall monitor the progress and results of such work, and shall oversee and coordinate the development and commercialization of Compounds (other than Collaboration Products); provided, however, that the JSC shall not have decision-making authority with respect to the development and commercialization of Collaboration Products, which shall be governed by the CSC. The presence of at least one (1) representative of each Party shall constitute a quorum for the conduct of any JSC meeting. All decisions of the JSC shall require unanimous approval, with the representatives of each Party collectively having one (1) vote, provided in the event of a deadlock, the issue shall be referred to the Chief Executive Officer of Curis and the Senior Vice President of Research of Genentech, or their respective designees, who shall promptly meet and attempt in good faith to resolve such issue within thirty (30) days. If such executives cannot resolve such matter, then Genentech shall have final decision-making authority with regard to decisions regarding the Collaboration (including, without limitation, the JSC’s designation of a Compound as either a Lead Product or Excluded Product); provided, however, that in no event shall Genentech have the right or power to take any of the following actions without the approval of Curis’ representatives on the JSC:
(a) approve the initial Research Plan (an outline of which has been agreed upon by the Parties as of the Effective Date);
(b) amend or modify this Agreement or the Research Plan;
(c) resolve any such matter in a manner that conflicts with the provisions of this Agreement (including, without limitation, the Research Plan);
(d) make any decision with respect to the development or commercialization of Curis Products; or
(e) make any decision with respect to the prosecution, maintenance, defense or enforcement of any Curis Patents. The JSC shall meet at such frequency as the JSC agrees, except that, until the filing of the first IND for a Lead Product utilizing Systemic Delivery in a Major Market, the JSC shall meet on at least a quarterly...
Joint Steering Committee. 2A.1 Within 30 days after the Effective Date, the Parties will establish a joint steering committee (the “Joint Steering Committee” or “JSC”) to oversee and coordinate the Parties’ activities under this Agreement with respect to development, pre-commercialization, commercialization and manufacture activities with respect to the Licensed Products in the Field of Use in the Territory. The JSC shall also be a forum for the exchange of information regarding the Parties’ performance of their respective obligations under the applicable development and commercialization plans. The JSC shall facilitate, coordinate, support and oversee the Parties’ cooperative efforts in order to achieve the mutually desired objective of speed, efficiency and coordination regarding the Parties’ research, development, manufacturing and commercialization activities hereunder. Each Party’s JSC members shall disclose to the other Party’s JSC members all significant issues and decisions related to the research, development, manufacturing and commercialization of the Licensed Product in or for the Territory. To avoid doubt, the Parties acknowledge that the JSC is intended to be an advisory body only.
2A.2 Without limiting the foregoing, Licensee’s JSC members shall (i) provide Licensor’s JSC members with periodic reports concerning all material activities undertaken in respect of Licensee’s exercise of the manufacturing rights granted to Licensee under this Agreement, (ii) at Licensor’s request, from time to time, provide Licensor’s JSC members with further information relating to Licensee’s activities in exercise of the manufacturing rights granted to Licensee under this Agreement and (iii) provide Licensor’s JSC members with periodic reports concerning all material activities undertaken in respect of Licensee’s development, pre-commercialization and commercialization activities of Licensed Product. During the period between the Effective Date and the date of the First Sale, Licensee’s JSC members shall provide the reports specified in (i) and (iii) above not less than once every three months; thereafter, the reports shall be provided not less than once every six months.
2A.3 Each Party shall initially appoint two representatives to the JSC, each of whom will have sufficient seniority and expertise within the applicable Party to make decisions arising with the scope of the JSC’s responsibilities. The JSC may change its size from time to time by mutual consent of the Parties. Each Party ...
Joint Steering Committee. The Parties hereby establish a joint steering committee (the “JSC”) to facilitate the Collaboration as follows:
Joint Steering Committee. [***] following the Effective Date [***], a joint steering committee (the “JSC”) will be established by the Parties to provide oversight and to facilitate information sharing between the Parties with respect to the activities under this Agreement.
Joint Steering Committee. The Development Phase and Commercialization Phase for each Program will be governed by the JSC. The JSC shall consist of at least one senior executive, one business director, and one technical director from each Party. The JSC will meet at least once per calendar quarter, alternating between locations selected by ACLARA and PACKARD, respectively, to oversee activities under each Workplan and other activities under this Agreement. In particular, the JSC will monitor and support collaboration and/or supply relationships existing between ACLARA and PACKARD, review, recommend modifications to, and oversee the implementation of active Workplans, review the commercial feasibility of Systems being developed under a Workplan, discuss new commercial opportunities and develop the objectives and terms for additional Programs between the Parties that may be pursued.
2.3.1 The JSC shall have the authority to make reasonable alterations or amendments to Workplans, which will be considered final after reduction to writing. [*] 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
2.3.2 The JSC shall have the authority to recommend alterations or amendments to this Agreement, which shall not become final until reduced to writing and signed by the authorized representatives of each of the Parties.
2.3.3 Except as otherwise expressly provided herein, decisions of the JSC will be made by consensus.
2.3.4 Should disputes arise, the Parties agree to negotiate in good faith to resolve the disputes. Disputes that cannot be resolved by the JSC within a reasonable period shall be submitted to the presidents of the Parties. If agreement is still not reached, prior to seeking any other remedy, the Parties agree to submit disputes to mediation in accordance with Section 11.6 hereof.
2.3.5 At least once each year following the Effective Date, the JSC will meet specifically to review the terms of this Agreement, and negotiate, in good faith, appropriate amendments that would be equitable for both Parties in light of current circumstances.
Joint Steering Committee. 8.1.1 Within thirty (30) days after the Effective Date, the Parties will establish the JSC which will oversee and manage the Project. Each Party initially will appoint two (2) representatives to serve as representatives to the JSC (the “JSC Representatives”). The initial representatives of Capital will be the CEO of Capital and Capital’s senior clinician working on the Project. Each JSC Representative shall have knowledge and expertise regarding developing products similar to the Product and sufficient decision-making authority within the applicable Party to make decisions on behalf of such Party within the scope of the JSC’s decision-making authority. If any such representative is not an employee of the appointing Party, such representative shall execute a confidentiality agreement in form and substance acceptable to the other Party (and, for the avoidance of doubt, the appointing Party shall remain responsible to the other Party for any noncompliance by such representative with such confidentiality obligations). Each Party may replace its JSC Representatives at any time upon written notice to the other Party.
8.1.2 The JSC chairperson (“JSC Chairperson”) shall be designated from the Parties’ JSC Representatives and shall serve for a term of one (1) year. Capital shall appoint the first JSC Chairperson and subsequent appointments will rotate on an annual basis between Capital and Conduit. The JSC Chairperson will be responsible for drafting and circulating the draft agenda and ensuring minutes are prepared.
8.1.3 From the Effective Date, through the date of completion of successful license deal and/or first regulatory approval and/or first commercial sale of the Product, the JSC will meet at least once per calendar quarter (and for clarity, such meetings are intended to be conducted via teleconference) unless the Parties mutually agree otherwise. Either Party may call a special meeting of the JSC (by videoconference or teleconference) by providing at least ten (10) days’ prior written notice to the other Party, which notice shall include a reasonably detailed description of the matter, in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting.
8.1.4 The JSC may invite individuals who are not JSC Representatives to participate in JSC meetings; provided that (a) all JSC Representatives of both Parties consent to such non-member’s participation; and (b) such non-member has executed a confident...
Joint Steering Committee. Except as otherwise explicitly provided herein, in the event of any controversy or claim arising out of or relating to any provision of this Agreement, or the collaborative effort contemplated hereby, the Parties shall, and either Party may, refer such dispute to the JDC, and failing resolution of the controversy or claim within thirty (30) days after such referral, the matter shall be referred to a joint steering committee (the “Joint Steering Committee”) established by the Parties comprising one (1) representative of each Party, who shall be appointed (and may be replaced at any time) by such Party on notice to the other Party in accordance with this Agreement. Any matters originating with the JDC on which it is unable to reach consensus within thirty (30) days after the initial discussion thereof shall also be referred to the Joint Steering Committee. Each Party’s representative to the Joint Steering Committee shall be an executive officer of the respective Party. The Joint Steering Committee will meet as needed and agreed by the Joint Steering Committee to resolve controversy or claims referred to it by the JDC and to conduct such other activities as the Joint Steering Committee may deem appropriate. Each member of the Joint Steering Committee shall have one vote in decisions, with decisions made by unanimous vote. If the Joint Steering Committee is unable to resolve the controversy or claim within thirty (30) days of its referral to it, then those matters with respect to which MITSUBISHI or VERTEX have final decision making authority as described in Section 3.1.3 shall be referred to the applicable Party for decision. All other matters shall be referred to the Chief Executive Officer of VERTEX and the Chief Executive Officer of MITSUBISHI for resolution pursuant to Section 10.2.2 hereof.
Joint Steering Committee. Within thirty (30) days after the Effective Date, the Parties shall establish a committee (“Joint Steering Committee” or “JSC”) to coordinate and oversee the Parties exchange of information and materials pursuant and subject to the terms of this Agreement.
Joint Steering Committee. 4.2.1 Promptly, but in no event later than [**] days after the Effective Date, the Parties shall establish a steering committee (the “Joint Steering Committee” or “JSC”) that shall be responsible for oversight of the activities of the Parties with respect to Development of the ADC.
4.2.2 The Parties shall each appoint [**] members to the Joint Steering Committee.
4.2.3 The Joint Steering Committee shall meet at least [**] times per calendar year at a place and time that is mutually convenient or by conference call upon agreement of the Parties. An ADCT representative to the JSC shall serve as the chairperson of the JSC until filing of the IND. After filing of the IND, and provided that Genmab has made the 50% Election, the chair shall alternate at [**] intervals between representatives of each Party, starting with a Genmab representative as the chair. In case of an event of Withdrawal or the 25% Election, the Party holding the greater ownership interest in the ADC shall be in the chair. The chairperson shall establish the timing and agenda for all JSC meetings upon mutual consent of the Parties and shall send notice of such meetings, including the agenda therefor, to all JSC members; provided, however, either Party may request that specific items be included in the agenda and may request that additional meetings be scheduled as needed. The location of regularly scheduled JSC meetings shall alternate between the offices of the Parties unless otherwise agreed. The first JSC meeting shall be held at the offices of ADCT. Meetings may be held in person, telephonically or by video conference. At least [**] meeting per calendar [**] shall be in person. Each Party may invite other personnel on an ad-hoc basis to attend a JSC meeting and will bear its own costs associated with holding and attending JSC meetings. Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA (ADCT) has determined that the information (i) is not material and (ii) would likely cause competitive harm to ADC Therapeutics SA (ADCT) if publicly disclosed.
4.2.4 A quorum of at least [**] JSC member appointed by each Party shall be present at or shall otherwise participate in each JSC meeting; provided, however, that should one (1) Party refuse to effectively participate in more than [**] successive, properly-called meetings, such quorum requirement shall be waived for the following [**] properly-called meeting, and, notwithstanding...
Joint Steering Committee.
3.10.1 The Joint Steering Committee shall consist of 2 members appointed by the College and 2 members appointed by the Association. These 4 members shall be the quorum for a Joint Steering Committee meeting. With the written agreement of the parties, subcommittees which may include non-Joint Steering Committee members may be established to deal with specific matters.
3.10.2 The Joint Steering Committee shall be a standing union management committee with a mandate for the following:
a) Performance Appraisal – to oversee the performance appraisal process for all faculty members as detailed in the attached Appendix VI, (Guidelines for the Performance Appraisal of Permanent Regular Faculty Members and as per Article 15, (Performance Appraisal of Permanent Regular Faculty Members).
b) Evaluation – to oversee the evaluation process for all faculty members as detailed in the attached Appendix VII, (Guidelines for the Evaluation of Term and Probationary Regular Faculty Members) and as per Article 16, (Evaluation of Probationary Regular and Term Faculty Members).
c) Evaluation and Appraisal of Instructors with Responsibility Allowances – to oversee the evaluation and appraisal of Faculty Members with Responsibility Allowances as detailed in the attached Appendix VIII (Guidelines for the Evaluation and Appraisal of Faculty Members with Responsibility Allowances) and as per Articles 15 and 16.
d) Any other matters that the College and the Association agree in writing to refer to the Article 3.10, (Joint Steering Committee).
3.10.3 Human Resources, Institutional Research, and the Association shall provide assistance to the departments in the administration of forms and procedures for evaluation and performance appraisal. In the event that these bodies are unable to resolve issues arising from the administration of forms and procedures, such issues shall be referred to the Joint Steering Committee for resolution.
3.10.4 The Joint Steering Committee may make recommendations to the parties on matters arising from its mandate outlined above, and shall make recommendations to the parties on issues and procedures referred to it by the bodies pursuant to Article 3.10.3.
3.10.5 The Association appointed members of the Joint Steering Committee shall be granted a reasonable period of paid leave in order to carry out their responsibilities.
3.10.6 Should the members of the Joint Steering Committee be unable to reach agreement on any of the matters within its purview, the matte...