JSC Sample Clauses

JSC. The term “

JSC. If after reasonable discussion and good fair consideration of each Party’s view on a particular matter before the JSC and within the scope of its authority, the representatives of the Parties on the JSC cannot reach consensus as to such matter in accordance with Section 4.3(b) within [***] Business Days after such matter was brought to the JSC for resolution or after such matter has been referred to the JSC in accordance with Section 4.4(b), then either Party may refer such disagreement to the Senior Officers for resolution. If the Senior Officers cannot resolve such matter within [***] Business Days after such matter has been referred to them in accordance with this Section 4.4(a) then [***]. Notwithstanding the foregoing, [***] shall have the final decision-making authority, during [***], with respect to [***]; provided, that [***]. If the Parties are unable to reach such mutual agreement within [***] days after the Parties initiate discussions, then either Party may escalate the matter to the Parties’ Senior Officers for resolution in accordance with Section 18.5(a). If the Senior Officers cannot resolve such matter in accordance with Section 18.5(a), then [***]. For clarity, each supply agreement entered into pursuant to Section 7.2 shall detail the Parties’ respective final decision-making authority with respect to all matters that specifically relate to Manufacturing of any applicable Licensed Product(s) covered by such supply agreement.

JSC. For the avoidance of doubt, the JSC (as defined in the Master Collaboration Agreement) and each Subcommittee (as defined in the Master Collaboration Agreement) shall no longer oversee or review any of the matters under this Agreement, and shall have no decision-making authority in connection therewith.

JSC. The JSC shall meet by audio or video teleconference or in-person as agreed by the JSC or as necessary to make determinations as required of it. Any member of the JSC may designate a substitute to attend and perform the functions of that member at any meeting of the JSC and each Party may, in its reasonable discretion, invite non-member representatives of such Party to attend such meeting with advance notice to the other Party; provided, however, such non-member representatives are subject to enforceable obligations of confidentiality to the inviting Party.

JSC. The JSC shall attempt in good faith to resolve any dispute or failure to agree (including those escalated from the JRC, JDC, JCC or JIPC) by unanimous consent (with the Co-Chairs having each one vote). If the JSC cannot resolve such dispute or failure to agree within [***] days of the matter being referred to it, then SGEN shall have final decision-making authority on all matters except that any decision that relates to a CoDev Product after PIRS has exercised a PIRS CoDev Option or any matter that falls within the purview of the JIPC shall be escalated to the Senior Executives followed by accelerated dispute resolution pursuant to Section 17.2.2.

JSC. During Commercialization, the JSC shall serve as a vehicle for the exchange of information concerning Commercialization. Notwithstanding the role of the JSC, to the extent that such decisions do not increase the obligations on BN to provide FTE support or incur costs beyond that which BN has already agreed, all business decisions involving the design, sale, price, and promotion of Licensed Products by Crucell, its Affiliates or its Sublicensees under this Agreement shall be within the sole discretion of Crucell.

JSC. 3.1 The Parties shall throughout the Project Period maintain in existence a Joint Steering Committee (the “JSC”) to oversee the performance of the Project. 3.2 The JSC shall: 3.2.1 have the right to agree any amendment to the Project, such right to be subject to formal written agreement where required between the Parties in accordance with clause 11.7 of this Agreement; and 3.2.2 direct, manage and monitor the RMT; and 3.2.3 review the progress of the Project and make any decisions required, and recommend to the Parties whether the Parties should continue to participate in the Project; 3.2.4 make recommendations to the Sponsor upon whether any patents can be sought in relation to any of the Arising Intellectual Property or Improvements; and 3.2.5 provide strategic oversight of the performance of the Project; and 3.2.6 propose to the Parties amendments to this Agreement from time to time as may be necessary or desirable to give effect to this Agreement, such amendments to be subject to formal written agreement where required between the Parties in accordance with clause 11.7 of this Agreement; and 3.2.7 The University will within [**] days of submission of any grant application made by the Principal Investigators that relate to the Project, provide to the JSC the terms and conditions of any potential grant awards that may be made subject to such grant application. If such terms are prejudicial to the rights granted to the Sponsor under the Share Purchase Agreement, Licence Agreement and Option Agreement., the University will discuss such potential conflict(s) with Sponsor and Principal Investigators and the University and Sponsor shall use reasonable endeavours to seek a resolution to such potential conflict(s) so that the award may be made and accepted by the University without prejudice to Sponsor’s exclusive rights under the Share Purchase Agreement, Licence Agreement and Option Agreement. 3.3 The JSC shall be established and run by the Parties as follows 3.3.1 The JSC shall comprise a total of four (4) members (“Members”) comprising two (2) appointees from the Sponsor and one (1) for the University and one for Isis. The initial Members appointed by the Parties shall be as follows Sponsor Isis University Dr Xxxxxx Xxxxxxxx Dr. Carxxxx Xxxxxx Proxxxxxx Xxx Xxxxxxx Dr. Xxxxxxx Xxxx 3.3.2 Each Party may invite observers to meetings of the JSC. A Party inviting any such observer shall ensure that it uses reasonable efforts to ensure that the other Parties ar...

JSC. The Parties shall establish a joint steering committee (the “Joint Steering Committee” or “JSC”), that shall be purely advisory and shall be comprised of equal number of representatives of each Party. The JSC shall (a) discuss the allocation of responsibilities for activities within the Development Plan (including collaboration program) and the design and coordination of such activities; (b) discuss any potential TiPSC Lines that may come into existence during the Term; and (c) encourage and facilitate cooperation and communication between the Parties with respect to the Development Plan. The JSC shall be held at least twice in a Calendar Year.

JSC. Both parties agree to establish a joint steering committee to exchange information, coordinate, and monitor the development, regulatory approval process, Manufacture, supply, safety concerns, commercial viability, Launch Plan and ongoing commercialisation of the Products (“Joint Steering Committee” or “JSC”).

JSC. 2.1 As soon as practicable following the Effective Date, the Parties shall establish a joint steering committee (“JSC”) to provide a forum for the coordination, communication and oversight of the Parties’ activities under this Agreement. Except as otherwise provided herein, the JSC shall have the authority to: (a) the extent that the same is not set out in Schedule 2, oversee the conduct of the Programme by the ICR; (b) monitor progress against any agreed milestones and the timetable of the Programme; (c) the extent that the same is not set out in Schedule 2, allocate the work under the Programme; (d) promote the due performance of the Programme; (e) advise and assist in the resolution of any scientific or technical difficulties which are experienced in the performance of the Programme, including assessment of the Programme for purposes of Section 19.2(g); (f) review the results of the Programme with a view to identifying any patentable inventions; (g) consider opportunities for publications and patent filing; (h) discuss the patent strategy for Programme Patents; (i) serve as the initial forum to discuss and seek to resolve any issue or dispute arising between the Parties under the Agreement; (j) review periodic reports, prepared by the ICR in accordance with the schedule agreed between the Parties (in the first instance, Quarterly), summarising in reasonable detail the results of the Programme during such period, and send copies of such reports to the Parties; (k) subject to Clause 3.7, review, discuss and propose amendments to Schedule 2 from time to time as may be necessary or desirable to give effect to this Agreement; (l) receive updates from the Company from time to time regarding the research activities undertaken by Ridgeline, or any other Third Party, on behalf of the Company and contributing to, related to, adding to the delivery of and/or in support of the Programme, or associated with the subject-matter of the Programme, except to the extent CRT and/or the ICR notifies the Company that it has a conflict with respect to any particular Ridgeline or other Third Party activity. (m) review and approve the ICR’s proposed screens of any Compound Library in connection with the ICR Internal Research, proposed progression routes, and evaluate the output of such screening and subsequent hit validation and deconvolution studies; (n) review and approve the Lead Series Criteria for each project conducted pursuant to the ICR Internal Research, in line with t...