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 Option Period maintain in existence a Joint Steering Committee (the “JSC”) to oversee the performance of the research by the Founders and their teams in the Research Field.
3.2 The JSC shall:
3.2.1 have the right to agree any amendment to the research being undertaken in the Research Field by the Founders; and
3.2.2 direct, manage and monitor the RMT; and
3.2.3 review the progress of the research being undertaken by the Founders and their teams in the Research Field and make any decisions required, and recommend to the Parties whether the Parties should continue with such research;
3.2.4 make recommendations to Summit upon whether any patents can be sought in relation to any of the Arising Intellectual Property; and
3.2.5 provide strategic oversight of the performance of the research in the Research Field being undertaken by the Founders and their teams; 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 12.8 of this Agreement; and
3.2.7 The University will within [**] days of submission of any grant application made by the Founders that relate to the Research Field, 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 Summit under the Share Purchase Agreement, Licence Agreement and Option Agreement. the University will discuss such potential conflict(s) with Summit and the Principal Investigators, the University and Summit 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 Summit’s exclusive rights under the Share Purchase Agreement, Licence Agreement and Option Agreement.
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. Promptly, but in no event later than ten (10) days from the Effective Date, the Parties shall establish a joint steering committee (“JSC”) which shall consist of two (2) Representatives from each of the Parties, with each Representative (including replacements) having the requisite experience and seniority to enable such person to make decision on behalf of the Parties with respect to the issues falling within the jurisdiction of the JSC. The Parties may substitute at any time, any of its Representatives on written notice to the other Party. ADCT shall select from its Representatives the chairperson for the JSC. The JSC shall:
2.4.1 Meet at least once a quarter in person or by telephone or as otherwise agreed to by the Parties;
2.4.2 Be responsible for the oversight of the progress of the activities of each Party under the Development Plan;
2.4.3 Select the [***] SAFEbody Panel and the [***] SAFEbody Panel;
2.4.4 Review the Periodic Development Reports and Final Reports for each PoC (as defined in Section 2.5);
2.4.5 Discuss and seek resolution of issues around the execution and completion of the Development Plan.
