Joint Steering Committee Meetings. The JSC shall hold at least one (1) meeting per calendar quarter at such times during such calendar quarter as it elects to do so until pre-launch Development Activities for the Product in the Field in the Territory are completed, and thereafter, if the Parties mutually so decide, twice per year provided that the JSC shall meet more or less frequently as Pfizer and Auxilium mutually agree upon as appropriate. Meetings of the JSC shall be effective only if at least one (1) representative of each Party is present or participating. The JSC may meet either (i) in person at either Party’s facilities or at such locations as the Parties may otherwise agree or (ii) by audio or video teleconference; provided that no less than one (1) meeting of the JSC during each calendar year shall be conducted in person. Other representatives of each Party involved with the Product may attend meetings as non-voting participants, subject to the confidentiality provisions set forth in Article 12. Additional meetings of the JSC may also be held with the consent of each Party, as required to resolve disputes, disagreements or deadlocks in the other Committees or as otherwise required under this Agreement, and neither Party shall unreasonably withhold its consent to hold such additional meetings. Each Party shall be responsible for all of its own expenses incurred in connection with participating in the JSC meetings or any of the other Committee meetings.
Joint Steering Committee Meetings. The Joint Steering Committee shall meet in accordance with a schedule established by mutual written agreement of the Parties, but no less than [***] per Calendar Quarter, unless the Parties mutually agree in writing to a different frequency, with the location for such meetings alternating between Moderna and Merck facilities (or such other location as may be determined unanimously by the Joint Steering Committee members). Alternatively, the Joint Steering Committee may meet by means of teleconference, videoconference or other similar communications equipment. Each Party shall bear its own expenses related to the attendance of such meetings by its representatives.
Joint Steering Committee Meetings. The JSC shall meet as frequently as required, but in no event less than [***]. The meetings of the JSC may be held in person or by audio or video conference, with in person meetings taking place at least [***] and alternating between the Parties’ business locations or as otherwise decided by the JSC. Meetings of the JSC shall be effective only if at least [***] of each Party are present or participating. Each Party shall [***] of its respective members' participation in JSC meetings. The chairperson of the JSC shall be responsible for preparing and issuing minutes of each such meeting within fifteen (15) days thereafter. Such minutes shall not be finalized until each Party reviews and confirms the accuracy of such minutes in writing; provided that any minutes shall be deemed approved unless a member of the JSC objects to the accuracy of such minutes within thirty (30) days after the circulation of the minutes by the chairperson of the JSC.
Joint Steering Committee Meetings. The JSC shall establish a schedule of times for regular meetings; provided, that, during the Research Collaboration Term the JSC shall meet at least once every [***]. In addition, the JSC may meet on an ad hoc basis on not less than [***] notice (if the meeting is to be conducted in person) or [***] notice (if the meeting is conducted by teleconference). The Parties shall mutually agree upon the times and places for such meetings, alternating between Watertown, Massachusetts and Tokyo, Japan, or such other location as members of the JSC shall agree. Each Party shall bear its own costs associated with holding and attending such meetings. If mutually agreed by the Parties, such meetings may be held by videoconference or teleconference. An agenda shall be agreed upon by the JSC members and be distributed to the Parties by the hosting Party no less than [***] before any meeting. If a representative of a Party on the JSC is unable to attend a meeting of the JSC, such Party may designate an alternate to attend such meeting and vote on behalf of such missing representative. In addition, each Party may, at its discretion and upon written notice to the other Party, invite nonvoting employees, consultants or advisors (which consultants and advisors shall be under an obligation of confidentiality no less stringent than those terms set forth herein) to attend any meeting of the JSC. Minutes shall be kept of all JSC meetings by the hosting Party and sent to all members of the JSC for review and approval
Joint Steering Committee Meetings. The Joint Steering Committee shall meet at such times as the Joint Steering Committee determines to resolve issues arising hereunder and to perform its responsibilities under this Agreement; provided, that, the Joint Steering Committee shall meet not less than quarterly during the calendar year unless otherwise mutually agreed. Such meetings may be in person or by telephone as agreed by the Joint Steering Committee. To the extent that meetings are held in person, they shall alternate between the offices of the parties unless the parties agree otherwise. The Global Program Managers shall attend all meetings of the Joint Steering Committee. All decisions of the Joint Steering Committee must be unanimous. In the event of a dispute, either party may call a meeting of the Joint Steering Committee, which must be held within seven (7) business days from the date of receipt of written notice to the other party.
Joint Steering Committee Meetings. During the Term of this Agreement, the Joint Steering Committee shall meet at least once each calendar quarter or at such other frequency as the Joint Steering Committee agrees. The Parties shall meet on a date and time and at a location agreed to by the Joint Steering Committee. Upon written notice by either Party to the other that a meeting is required or requested, a meeting will be held within thirty (30) calendar days of such notice on a date and time and at a location to be agreed upon by the Parties, or sooner if warranted by the circumstances. Notice requesting such a meeting shall include adequate information describing the activity to be reviewed. Any meetings of the Joint Steering Committee may be held in person at a location to be agreed to by the Parties, or by videoconference or teleconference. A reasonable number of additional representatives of either Party including outside consultants and independent contractors, subject to the other Party’s reasonable consent) may attend meetings of the Joint Steering Committee in a non-voting capacity. At least one week prior to any meeting of the Joint Steering Committee, each Party shall provide the other with a proposed agenda of the matters to be discussed at such meeting. Within thirty (30) days after each meeting, the Joint Steering Committee chairperson will provide the Parties with a written report describing, in reasonable detail, the status of the Product including pricing and marketing data, a summary of the results and progress to date, the issues requiring resolution and the agreed resolution of previously reported issues.
Joint Steering Committee Meetings. During the term of this Agreement, the Joint Steering Committee shall meet quarterly, or as otherwise agreed by the Joint Steering Committee Members. Unless the Joint Steering Committee Members agree otherwise, at least one (1) meeting of the Joint Steering Committee per full calendar year will be held at each Party’s facilities. With the consent of the Joint Steering Committee members, other representatives of Celldex or Oncothyreon may attend Joint Steering Committee or subcommittee meetings as nonvoting observers. Each party shall bear its own personnel and travel costs and expenses relating to Joint Steering Committee meetings. Meeting may also be conducted by teleconference or videoconference.
Joint Steering Committee Meetings. The Joint Steering Committee shall hold meetings no less frequently than every Calendar Quarter. Each Party shall be entitled to call an extraordinary meeting of the Joint Steering Committee where it reasonably believes that a meeting is called for with regard to a matter of material importance that cannot be delayed until the next scheduled quarterly meeting.
Joint Steering Committee Meetings. The Joint Steering Committee shall hold at least one (1) meeting per year, at such times as it elects to do so, until Merck’s receipt of the first Regulatory Approval of the Product at which time the Joint Steering Committee shall disband. Meetings of the Joint Steering Committee shall be effective only if at least one (1) Representative of each Party is present or participating. The Joint Steering Committee may meet either: (a) in person at either Party’s facilities or at such locations as the Parties may otherwise agree; or (b) by audio or video teleconference. Each Party may invite non-members to participate in the discussions and meetings of the Joint Steering Committee; provided, that such participants shall have no voting rights or powers and shall be subject to the confidentiality provisions set forth in ARTICLE 10. Additional meetings of the Joint Steering Committee may also be held with the consent of each Party, or as required under this Agreement, and neither Party shall unreasonably withhold or delay its consent to hold such an additional meeting. Each Party shall be responsible for all of its own expenses incurred in connection with participating in the Joint Steering Committee.
Joint Steering Committee Meetings. The JSC shall meet [**] until Regulatory Approval for a Licensed Product has been obtained in the United States and at least [**] of the EU Major Market Countries, and shall meet [**] thereafter until Regulatory Approval for a Licensed Product has been obtained in all Major Market Countries, and at such other times as the Parties may agree. The first meeting of the JSC shall be held as soon as reasonably practicable, but in no event later than [**] days after the Effective Date. Meetings shall be held at such place or places as are mutually agreed or by teleconference or videoconference, provided that at least the quorum members of each Party are present at any JSC meeting. Each Party may from time to time invite a reasonable number of participants in addition to its representatives on the JSC (such as Working Group members) to attend any JSC meeting, which additional participants shall not be members and shall attend the JSC meeting on an ad hoc basis in a non-voting capacity. Each Party shall obligate each of its members or representatives attending any JSC meetings to be subject to the obligations on confidentiality and restriction on use of the other Party’s Confidential Information substantially similar to those set forth in Article XI. The JSC meetings will be chaired by [**]. The chairperson shall set and circulate to all JSC representatives agendas for JSC meetings no later than [**] Business Days in advance of each meeting. Such agendas will include any matter within the authority of the JSC hereunder reasonably requested by Achillion to be addressed. Xxxxxxx shall have the responsibility for recording, preparing and, within a reasonable time, issuing draft minutes of each JSC meeting to each Party’s members for review, and the chairperson shall issue to the Parties final minutes signed or otherwise approved in writing (such as via an electronic signature) by a Xxxxxxx JSC representative and an Achillion JSC representative.
