Joint Steering Committee Sample Clauses

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. Within [***] after the Effective Date, the Parties shall establish a Joint Steering Committee (or “JSC”) for the overall coordination and oversight of the Parties’ activities under this Agreement. The JSC shall have an initial term of [***] and [***] unless one of the Parties provides written notice to the other Party at least [***]. The JSC shall have only the powers assigned expressly to it in this Section 3.1 and elsewhere in this Agreement, and the JSC shall not have any power to amend, modify or waive compliance with this Agreement. The JSC shall conduct its discussions in good faith with a view to operating to the mutual benefit of the Parties and in furtherance of the successful Development and Commercialization of Licensed Products. The role of the JSC shall be: (a) to oversee the collaborative activities of the Parties under this Agreement; (b) to discuss and establish, with input from the JDC, the overall strategy for the Development of Licensed Products in the Field and the content of the core global label for Licensed Products; (c) to discuss and establish, with input from the JCC, the overall strategy for the branding and Commercialization of Licensed Products in the Field; (d) to review and approve updates or amendments to the Initial Global Product Development Plan and any subsequent versions of the Global Product Development Plan; (e) to review and approve updates or amendments to the Global Regulatory Plan and any subsequent versions of the Global Regulatory Plan; (f) to review and coordinate the Parties’ respective activities for the Development, Manufacture and Commercialization of Licensed Products within the Licensed Territory and the SGI Territory, including Independent Activities; (g) to oversee, and attempt to resolve disputes arising on, the JDC, JCC, JMC or any other subcommittee; (h) to appoint other subcommittees as the JSC deems appropriate, which subcommittees shall consist of equal numbers of appropriately qualified representatives appointed by the respective Parties, and to oversee, and attempt to resolve disputes arising on, such subcommittees; and (i) to perform such other functions as appropriate to further the purposes of this Agreement, as mutually determined by the Parties.

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. 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. (a) Within thirty (30) days after the Effective Date, the Parties shall establish, and have the first meeting of, a joint steering committee (the “Joint Steering Committee” or “JSC”). Unless otherwise agreed by the Parties, the Joint Steering Committee shall be comprised of three (3) representatives from each Party with one (1) representative with relevant decision-making authority from each Party such that the JSC is able to effectuate all of its decisions within the scope of its responsibilities as set forth in this Agreement. Either Party may replace or substitute its respective representatives to the JSC at any time with prior notice to the other Party, provided that such replacement or substitute is of comparable authority within that Party. Upon mutual agreement of the Parties, additional representatives or consultants may be invited to attend a JSC meeting, subject to such representatives’ and consultants’ written agreement to comply with the requirements of Article VI. Each Party shall bear its own expenses relating to attendance at such meetings by its representatives and its invited representatives or consultants (if any). The JSC may create such subcommittees or project teams as it deems necessary to carry out its responsibilities. (b) The JSC shall be responsible for the oversight of the provision of the Services during the Term and performing those duties and making those decisions expressly reserved for the JSC under this Agreement, including the approval of the Service Schedule and Budget (and amendments to each). The JSC shall not have responsibility or any decision- making authority over the day-to-day provision of Services under this Agreement. Neither the JSC nor any subcommittee or project team shall have the power to amend, modify or waive compliance under this Agreement. Notwithstanding anything to the contrary in this Agreement, no decision by either Party, or the JSC, shall be effective if such decision requires the other Party to breach any obligation under this Agreement or applicable law and all determinations made by the JSC shall be subject to and shall comply with the terms of this Agreement. (c) The JSC shall meet in accordance with a schedule established by mutual written agreement of the Parties, at least once per calendar quarter (and more frequently as the JSC determines is necessary to fulfill its responsibilities), with the location for such meetings alternating between each Party’s facilities (or such other locations a...

Joint Steering Committee. (a) Within thirty (30) days after the Effective Date, the Parties will establish a joint steering committee (the “JSC”) to plan, administer, evaluate and carry out all aspects of the research, Development, marketing, Manufacture, regulatory and Commercialization activities by BDI Pharmaceuticals on behalf of Dyadic hereunder with respect to the Selected Product and to review and recommend the Development Costs to be incurred by BDI Pharmaceuticals in connection therewith. (b) The JSC will consist of representatives of Dyadic and BDI Pharmaceuticals and potentially outside consultants and Third Parties. The representatives may be from various functional groups (e.g., clinical development, regulatory, medical affairs, pharmacovigilance, research and development, scale-up, regulatory, marketing commercial and manufacturing). Dyadic will appoint the chair of the JSC. (c) The Parties shall schedule half-yearly JSC meetings and agree to such schedule at least quarterly in advance. Either Party may call additional ad hoc meetings of the JSC as the needs arise with reasonable advance notice to the other Party, and such ad hoc meetings shall be conducted at times that are mutually agreed upon by the Parties. All meetings and other communications of the JSC shall be conducted in English. No later than five (5) business days prior to any regularly scheduled meeting of the JSC, the chairperson of the JSC shall prepare and circulate an agenda for such meeting and, as soon as practicable, all materials, documents and information for the meeting for distribution to both Parties; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JSC may meet in person, by videoconference or by teleconference or any other method that is convenient. The chairperson of the JSC will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect, without limitation, material decisions made at such meetings. The JSC chairperson shall send draft meeting minutes to BDI Pharmaceuticals and Dyadic for review within five (5) business days following each JSC meeting. The Parties will approve the draft minutes within fifteen (15) business days after each JSC meeting. Such minutes will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within ten (10) business days after receipt. The Parties shall also maintain regular, fr...

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...

Joint Steering Committee. The Parties hereby establish a committee to facilitate the Research Program as follows:

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...