Common use of Management of Development Activities Clause in Contracts

Management of Development Activities. (a) Within twenty (20) Business Days of the Effective Date, Novartis and Emisphere shall establish a steering committee (the “Steering Committee”) for the purpose of keeping each other informed of the progress of the Programme. The Steering Committee shall ensure that the Programme proceeds in a timely, coordinated, and well-planned fashion. It shall be made up of up to a maximum of six (6) members including one member from Novartis acting as chairman, with an equal number appointed by each of Novartis and Emisphere. Each Party shall appoint a central contact person (the “Alliance Manager”). In the event of deadlock on a vote of the Steering Committee, the chairman shall have the deciding vote; provided, however, that in no event shall Novartis have the right, without Emisphere’s prior written consent to determine any such issue in a manner that would require Emisphere to incur expenses or assume obligations not contemplated by this Agreement. Novartis shall be responsible for the drafting of a detailed work plan within sixty (60) Business Days from the execution of this Agreement to assure the timely completion of the Programme. (b) Every three months during the conduct of the Programme, the Steering Committee shall meet or conduct a telephone or video conference to review the results of the Programme and to modify the work plan as necessary. The presence of at least two (2) Steering Committee members representing each Party shall constitute a quorum. The Steering Committee shall cease to meet after cessation of the Programme. The Steering Committee shall keep minutes of its meetings, and the minutes shall be reviewed and approved by the chairman of the Steering Committee. The minutes shall include, without limitation, a review of the status of the Programme, a summary of the results and the progress to date, the issues requiring resolution, and the agreed resolution of previously reported issues. Novartis shall be solely responsible for the administration, setting of the agenda and production of minutes for each meeting of the Steering Committee. Emisphere shall have the right to comment on such minutes, and said comments shall be recorded with such minutes. The Steering Committee shall be responsible only for the review of work carried out under the work plan. Novartis shall be solely responsible for the implementation of the Programe and the monitoring of the progress of the Programme. (c) Meetings of the Steering Committee will alternate between Emisphere’s designated facility and Novartis’ designated facility. Each Party will bear all expenses associated with attendance of its own employees at face to face meetings held at the other Party’s designated facility where such face to face meetings are necessary.

Management of Development Activities. (a) Within twenty (20) Business *** Days of the Effective Date, Novartis and Emisphere shall establish a steering committee (the “Steering Committee”) for the purpose of keeping each other informed of the progress of the Programme. The Steering Committee shall ensure that the Programme proceeds in a timely, coordinated, and well-planned fashion. It shall be made up of up to a maximum of six (6) members including one member from Novartis acting as chairman, with an equal number appointed by each of Novartis and Emisphere. Each Party shall appoint a central contact person (the “Alliance Manager”). In the event of deadlock on a vote of the Steering Committee, the chairman *** shall have the deciding vote; provided, however, that in no event shall Novartis have the right, without Emisphere’s prior written consent to determine any such issue in a manner that would require Emisphere to incur expenses or assume obligations not contemplated by this Agreement. Novartis shall be responsible for the drafting of a detailed work plan within sixty (60) *** Business Days from the execution of this Agreement to assure the timely completion of the Programme. (b) Every three months *** during the conduct of the Programme, the Steering Committee shall meet or conduct a telephone or video conference to review the results of the Programme and to modify the work plan as necessary. The presence of at least two (2) Steering Committee members representing each Party shall constitute a quorum. The Steering Committee shall cease to meet after cessation of the Programme. The Steering Committee shall keep minutes of its meetings, and the minutes shall be reviewed and approved by the chairman of the Steering Committee. The minutes shall include, without limitation, a review of the status of the Programme, a summary of the results and the progress to date, the issues requiring resolution, and the agreed resolution of previously reported issues. Novartis shall be solely responsible for the administration, setting of the agenda and production of minutes for each meeting of the Steering Committee. Emisphere shall have the right to comment on such minutes, and said comments shall be recorded with such minutes. The Steering Committee shall be responsible only for the review of work carried out under the work plan. Novartis shall be solely responsible for the implementation of the Programe and the monitoring of the progress of the Programme. (c) Meetings of the Steering Committee will alternate between Emisphere’s designated facility and Novartis’ designated facility. Each Party will bear all expenses associated with attendance of its own employees at face to face meetings held at the other Party’s designated facility where such face to face meetings are necessary.

Management of Development Activities. (a) Within twenty (20) Business Days of the Effective Date, Novartis and Emisphere shall establish a steering committee (the “Steering Committee”) for the purpose of keeping each other informed of the progress of the Programme. The Steering Committee shall ensure that the Programme proceeds in a timely, coordinated, and well-planned fashion. It shall be made up of up to a maximum of six (6) members including one member from Novartis acting as chairman, with an equal number appointed by each of Novartis and Emisphere. Each Party shall appoint a central contact person (the “Alliance Manager”). In the event of deadlock on a vote of the Steering Committee, the chairman shall have the deciding vote; provided, however, that in no event shall Novartis have the right, without Emisphere’s prior written consent to determine any such issue in a manner that would require Emisphere to incur expenses or assume obligations not contemplated by this Agreement. Novartis shall be responsible for the drafting of a detailed work plan within sixty (60) Business Days from the execution of this Agreement to assure the timely completion of the Programme. (b) Every three months during the conduct of the Programme, the Steering Committee shall meet or conduct a telephone or video conference to review the results of the Programme and to modify the work plan as necessary. The presence of at least two (2) Steering Committee members representing each Party shall constitute a quorum. The Steering Committee shall cease to meet after cessation of the Programme. The Steering Committee shall keep minutes of its meetings, and the minutes shall be reviewed and approved by the chairman of the Steering Committee. The minutes shall include, without limitation, a review of the status of the Programme, a summary of the results and the progress to date, the issues requiring resolution, and the agreed resolution of previously reported issues. Novartis shall be solely responsible for the administration, setting of the agenda and production of minutes for each meeting of the Steering Committee. Emisphere shall have the right to comment on such minutes, and said comments shall be recorded with such minutes. The Steering Committee shall be responsible only for the review of work carried out under the work plan. Novartis shall be solely responsible for the implementation of the Programe and the monitoring of the progress of the Programme. (c) Meetings of the Steering Committee will alternate between Emisphere’s designated facility and Novartis’ designated facility. Each Party will bear all expenses associated with attendance of its own employees at face to face meetings held at the other Party’s designated facility where such face to face meetings are necessary. *** - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission.