JSC Functions Clause Samples

JSC Functions. The JSC’s responsibilities with respect to the Research Program are as follows: (i) Overseeing and coordinating the activities of the Parties under the Research Program; (ii) Periodically reviewing the progress of the Research Program; (iii) Updating or modifying the Work Plans, including by making changes to payments to be made to AbCellera as and to the extent necessary to cover extensions of the Work Plan or reduce payments if less work will be performed; (iv) Determining the Critical Success Factors (as proposed by Project Leaders) for each Project that will be conducted for a Lilly Target; (v) Determining, at any point during a Project that at least one Hit developed for the Project meets or exceeds Critical Success Factors, in which case the JSC shall advance the Lead to Lilly; and (vi) Determining whether a Project is not achievable for any reason, and a Lilly Target (relative to other target opportunities) no longer warrants further research under the Research Program.

JSC Functions. The JSC’s responsibilities with respect to the Research Program are as follows: (a) Overseeing and coordinating the activities of the Parties under the Research Program; (b) Facilitating the exchange of Know-How and materials as required hereunder; (c) Establishing reasonable, objective criteria for determining whether Antibodies (and back-up Antibodies, if applicable) selected for research pursuant to the Research Plan; (d) Determining that an Antibody has failed and, if it has failed, whether it should be replaced with a backup Antibody; (e) Establishing reasonable, objective criteria for determining whether an Antibody progresses through the different stages of a Research Plan; (f) Periodically reviewing the progress of the Research Programs; (g) Preparing, updating or modifying a Research Plan, including without limitation to provide for new or additional research to be conducted in connection with failures of an Antibody to meet success criteria; and (h) Approving the occurrence of a CSCP.

JSC Functions. The JSC’s responsibilities are as follows: (a) Serving as a forum for communication between the Parties regarding the performance of the Research Programs hereunder, as necessary; (b) If Nurix has exercised a Profit-Share Option, serving as a forum for communication regarding Development and U.S. Commercialization activities with respect to the relevant Profit-Share Product during the Term that are relevant to this Agreement or the relevant Nurix Opt-In Agreement(s); (c) Resolving matters properly escalated to it by any other Committee that are within the scope of responsibilities of the JSC, or delegated to such other Committee by the JSC, or otherwise pursuant to this Agreement; and (d) Fulfilling such other responsibilities as may be allocated to the JSC under this Agreement or by mutual written agreement of the Parties.

JSC Functions. The JSC’s responsibilities with respect to the R&D Program are as follows: (a) Overseeing and coordinating the activities of the Parties under the R&D Program; (b) Facilitating the exchange of Know-How and materials as required hereunder; (a) Approving plans and budgets for Development and Commercialization of Co-Development Products (with all such plans and budgets to be initially proposed by Novo other than Co-Development Products designated by Novo pursuant to Section 2.3.2 or Section 3.3); (b) Periodically reviewing the progress of the R&D Program; (c) Coordinating the Parties’ documentation of Research Plans and Development Plans, suggesting updates to and modifications of each Research Plan and Development Plan and establishing the Validated Target Criteria for each Collaboration Target. For clarification, any update or modification to the Research Plan prior to Proof of Principle with respect to the relevant Compound shall require the consent of each Party and is subject to reaching an agreement between the Parties with regards to any potential implications of such modification or update; and (d) Amending the Work Flow Plan.

JSC Functions. Within ten (10) days after the Effective Date, the Parties shall establish a joint steering committee (the “Joint Steering Committee” or “JSC”). The JSC will assume a general role of oversight of the POC Plans, Therapeutic Development Plans and the Commercialization Plans, to oversee the other Committees and guide the implementation of the strategic objectives of the POC Studies and the Collaboration and will be responsible for: 5.1.1.1 reviewing and approving the POC Plans, Therapeutic Development Plans, and Commercialization Plans for each Product and Collaboration Product, as applicable, and any annual or interim updates and proposed amendments thereto;

JSC Functions. The JSC’s responsibilities are as follows: 4.4.1 Reviewing and approving the Research Plan (including the number, composition, and prioritization of Research Plan Screens included therein, as well as the Target Validation Criteria); 4.4.2 Reviewing and approving by consensus the proposed development plan for a Target set forth in an Opt-In Data Package, as such plan may be modified in accordance with Section 2.3.2; 4.4.3 Reviewing and approving any amendment to the Research Plan or any Development Plan; 4.4.4 Approving the threshold criteria for classifying Targets identified from initial pre-validated screenings as Screen Hits; 4.4.5 Determining which Screen Hits to progress to validation; 4.4.6 Determining whether Opt-In Points (other than Early Opt-In Points and Reserved Target Opt-In Points) have been achieved; 4.4.7 Subject to the terms of this Agreement, approving the format and required content of each Data Package, including determining the materiality of internal research and development reports and data packages and manufacturing processes and manufacturing information for purposes of Section 1.39 and Section 1.209; 4.4.8 Determining by consensus whether a Scientific Failure has occurred with respect to an Extended Target; 4.4.9 Resolving matters presented to it by any Subcommittee that are within the scope of responsibilities delegated to such Subcommittee by the JSC or the decision-making authority of the JSC pursuant to this Agreement; and 4.4.10 Fulfilling such other responsibilities as may be allocated to the JSC under this Agreement or by mutual written agreement of the Parties.

JSC Functions. The JSC(s) shall approve, oversee and control the conduct of the Collaboration under the applicable R&D Plans and Commercialization Plans, set goals and determine objectives, determine responsibilities, set budgets, and oversee the development and commercialization of Collaboration Products. It is anticipated that each JSC will (a) appoint a Joint Research Management Committee, or JRMC, to develop the R&D Plan (including annual development budgets) for each Collaboration Product for submission to and approval by the JSC, and to expedite and oversee the development of Collaboration Products to obtain Regulatory Approvals under the supervision of the JSC; (b) appoint a Joint Marketing Committee, or JMC, to develop the Commercialization Plan for each Collaboration Product for submission to and approval by the JSC, and to expedite and oversee the launch and commercialization of the applicable Collaboration Product(s) under the supervision of the JSC, including (i) oversight of planning, annual budgeting, manufacturing, marketing, sales and distribution, and licensing of Collaboration Products, all subject to JSC approval; (ii) monitoring actual expenses incurred in the manufacture, marketing, sale and distribution of Collaboration Products and reporting of such information to the JSC; (iii) overseeing any post-marketing studies of a Collaboration Product approved by the JSC. In addition the JSC will facilitate the flow of information with respect to development and commercialization work being conducted for each applicable Collaboration Product throughout the Territory and discuss and cooperate regarding the conduct of such development and commercialization work.