MANAGEMENT OF THE RELATIONSHIP. Joint Steering Committee
3.1 With effect from the Effective Date the Parties shall establish and run a Joint Steering Committee (“JSC”) to (i) manage and oversee the Development Plan and the Lifecycle Management Plan and all regulatory activity in the Territory and (ii) to manage and oversee Commercialisation of Product in the Territory, as follows:
3.1.1 The JSC shall comprise eight (8) persons (“Members”) and GW Pharma and Almirall respectively shall be entitled to appoint four (4) Members, to remove any Member appointed by it and to appoint any person to fill a vacancy arising from the removal or retirement of such Member appointed by it;
MANAGEMENT OF THE RELATIONSHIP. 5.1 The parties agree to establish, maintain and continuously develop effective management practices for management of their relationship and the performance of this Agreement, having regard always to the Master Plan.
5.2 The Purchaser shall employ appropriate quality control measures to monitor and develop its own performance and will use its best endeavours to perform its obligations under this Agreement to high standards.
MANAGEMENT OF THE RELATIONSHIP. The parties agree to use reasonable endeavours to:
MANAGEMENT OF THE RELATIONSHIP. 7.1 With effect from the Closing Date the Parties shall establish and run the Steering Committee ("SC") as follows:
7.1.1 The SC shall comprise six (6) persons ("Members") and Endo and Vernalis respectively shall be entitled to appoint three (3) Members, to remove any Member appointed by it and to appoint any person to fill a vacancy arising from the removal or retirement of such Member appointed by it. The initial Members shall be as follows: ENDO MEMBERS *** *** *** VERNALIS MEMBERS *** *** *** Endo and Vernalis respectively shall each notify the other of any change in the identities of their Members from time to time. Members may be represented at any meeting by another person designated by the absent Member. There will be a Chairperson who will alternate between one of the Vernalis Members and one of the Endo Members at each meeting.
7.1.2 The SC is not a decision making body but a forum through which the Parties can liase concerning the Commercialisation of the Product both inside and outside the Territory. Vernalis acknowledges and agrees that all decisions relating to the Commercialisation of the Product in the Territory shall be in the sole discretion of Endo, provided always that nothing in this provision shall derogate from Endo's obligations under this Agreement.
7.1.3 The venue for meetings shall alternate between the premises of the Parties. Each Party shall be responsible for its own expenses, including travel and accommodation Costs incurred in connection with SC meetings.
7.1.4 The SC shall have power to invite persons whose special skills or influence might assist an SC meeting, in confidence and upon behalf of the SC, to attend and address meetings of the SC. For the avoidance of doubt it is agreed that such persons shall not be Members.
7.1.5 The SC Chairperson is responsible for promptly preparing the minutes of any SC meeting, seeking unanimous approval of those minutes from the Members who participated in the meeting, signing and dating the approved minutes and promptly distributing a copy of the signed minutes to each Party. It is only such signed and dated minutes which shall constitute acceptance by the SC.
7.2 The SC shall hold meetings in person as frequently as the Members may agree shall be necessary during the period of this Agreement, or more frequently upon the reasonable request of either Party, but in any event no less frequently than monthly during the first six months following the Closing Date and no less frequently tha...
MANAGEMENT OF THE RELATIONSHIP. 4.1 The Joint Steering Committee. On or within [***] after the Effective Date, the Parties shall establish a joint steering committee (the “Joint Steering Committee” or “JSC”) to oversee and manage the relationship between the Parties. In particular, the JSC shall be responsible for:
(a) providing a forum for addressing strategic issues of the JV Business and holding discussions between the Parties related to the ideation, research, development and Commercialization of Licensed Products in the Territory, including, subject to reasonable restrictions to preserve solicitor-client privilege, Intellectual Property or Know-How matters relating to the JV Business;
(b) the review and pre-approval of Ideas for new Development Projects as well as final approval and prioritization of Development Projects and Development Budgets in accordance with Clause 5.2(a) provided, however, that no Invention covered by clause (b) of the definition XXX Background Technology will be included in or form part of any Development Project or Development Plan without the express prior written approval of both Parties;
(c) the review and approval of each Development Plan, including review and approval of any substantial amendments hereof;
(d) the review of the progress of each Development Project against its Development Plan (including the applicable Development Budget);
(e) the review and coordination of branding strategies, commercial positioning and guidelines for each Licensed Product and for the platform of Biophotonic technology development by KTI in general;
(f) the review of each Annual Marketing Plan and monitoring performance of, and variances with, each Annual Marketing Plan, unless a JMCC has been established according to Clause 4.5 below, in which case the JSC shall only review and discuss any matters escalated by the JMCC to the JSC according to Clause 4.5 below;
(g) the review of regulatory plans for filing Notifications or obtaining and maintaining Regulatory Approvals for each Licensed Product;
(h) discussing and attempting to resolve any deadlock issues arising within the JSC or notified to the JSC or submitted to it by any Subcommittee, Project Manager or Alliance Manager;
(i) addressing issues arising from Medical Device Incidents or from Post Market Surveillance relating to Licensed Products (provided that representatives of each Party representing clinical development and vigilance may participate in these matters to provide guidance to the JSC); and
(j) such other...
MANAGEMENT OF THE RELATIONSHIP. 3.1. The Joint Steering Committee. On or within thirty (30) days after the Effective Date, the Parties shall establish the Joint Steering Committee (“JSC”) to oversee and manage the relationship between the Parties. In particular, the JSC shall be responsible for: ***
MANAGEMENT OF THE RELATIONSHIP. 2.1 Prior to the exercise by Denali of the Buy-out Option F-star shall represent Gamma in the JSC under the Denali License Agreement. After the exercise by Denali under the Buy-out Option Gamma and F-star shall establish a Joint Steering Committee with representatives from both Denali and F-star which shall operate on the same basis as set out in Section 2 of the Denali License Agreement. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.
MANAGEMENT OF THE RELATIONSHIP. The parties will each designate an ------------------------------ executive sponsor to participate on a Management Committee who will be responsible for the coordination of all activities between Click and Xxxxxxxx Consulting, the facilitation of information flow between the two companies and the coordination of joint marketing and sales opportunities. The responsibilities of each party in this Strategic Alliance will be determined by this Agreement and the Management Committee. All decisions by the Management Committee with respect to Designated Customers and otherwise with respect to the operation of the Strategic Alliance must be unanimously approved by both members of the Management Committee. Xxxxxxxx Consulting hereby designates Xxx Xxxxxx as its executive sponsor and Click hereby designates Xxxxx X. Xxxx as its executive sponsor. Either party may replace its executive sponsor, provided that such successor shall be reasonably acceptable to the other party and at a similar level of responsibility within such party's organization.
MANAGEMENT OF THE RELATIONSHIP. In order to facilitate decision-making with respect to the Relationship, each of the parties shall select one officer at the level of Vice President or higher who shall be designated as that party's relationship manager with respect to the Relationship (the "Relationship Manager"). The parties agree that the Relationship Managers will consult with each other on certain matters, including technical and support issues, sales development and support, marketing and public relations, and product development by The Hartford, to the extent that such matters relate to the Relationship. The parties agree that, during the term of this Agreement, the Relationship Managers shall meet at such times, and in such locations (or by telephone), as they may mutually agree, but not less frequently than once per quarter unless both of the Relationship Managers agree that such a quarterly meeting is not necessary. Each party may replace its Relationship Manager with another officer at the level of Vice President or higher at any time upon written notice to the other party. Within ten business days following execution of the Agreement, each of the parties will deliver written notice to the other Party designating its Relationship Manager. The Hartford's Relationship Manager or his designated representative shall have final approval rights on all Ad Bundles. The Relationship Managers shall work together to determine the timing, production, and delivery of Ad Bundles.
MANAGEMENT OF THE RELATIONSHIP. 16.1 The Patties will establish a joint committee that will be the policy and final decision body to manage the business relationship between the parties with regards to Iroko Product (the “Steering Committee”). In addition, the Parties will establish an operational team to manage day to day operational issues and decisions relating to the Services (the “Operational Team”).
16.2 The Steering Committee shall not have more than eight (8) members and shall comprise an equal number of members from both Iroko and Ventiv, provided, however, that each party must have on the Steering Committee, employees/officers with functional representation in the following areas: (i) Sales, (ii) Compliance, and (iii) Business Development/Alliance Management. The Steering Committee shall meet at least once every other month face-to-face unless a greater frequency is agreed by both Parties, and at a minimum once a year face-to-face.
16.3 The Operational Team shall consist of the Iroko VP of Sales or designee and Ventiv National Business Director or designee and shall meet preferably face-to-face at least once every two weeks at the discretion of the Operational Team throughout the term of this Agreement. Issues that are not resolved by the Operational Team shall be escalated to the Steering Committee for resolution.
