Meetings and Minutes. The JSC shall meet semi-annually (or such more frequent time as is required to resolve disputes referred by the JOC in accordance with Section 2.2.3) and the JOC shall meet quarterly, or in each case as otherwise agreed to by the Parties, with the location of such meetings alternating between locations designated by AstraZeneca and locations designated by Impax. The chairperson of the applicable Joint Committee shall be responsible for calling meetings on no less than fifteen (15) Business Days’ notice. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items at least five (5) Business Days in advance of the applicable meeting; provided that under exigent circumstances requiring input by the Joint Committee, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting, such consent not to be unreasonably withheld, conditioned or delayed. The chairperson of the Joint Committee shall prepare and circulate for review and approval of the Parties minutes of each meeting within fifteen (15) days after the meeting. Each Joint Committee member shall have the opportunity to provide comments on the draft minutes, which comments shall be provided to all Joint Committee members as soon as practicable after circulation of the draft minutes. The minutes shall be deemed approved upon the approval of such minutes by at least one representative appointed by each Party and the Parties shall use good faith efforts to approve minutes within thirty (30) days following the applicable meeting; provided that minutes for such meeting may reflect a lack of consensus on an issue-by-issue basis, the person(s) responsible for resolving such matter and by what date such matter shall be resolved. Upon approval, final minutes shall be circulated to the members of the Joint Committee by the chairperson.
Appears in 2 contracts
Samples: Distribution, License, Development and Supply Agreement (Impax Laboratories Inc), Distribution, License, Development and Supply Agreement (Impax Laboratories Inc)
Meetings and Minutes. The JSC shall meet semi-annually (or such more frequent time as is required to resolve disputes referred by the JOC in accordance with Section 2.2.3a) and the JOC shall meet quarterly, or in each case as Unless otherwise agreed to by the Parties, with the JSC shall meet quarterly during every twelve (12) month period after the Effective Date until expiration of the Collaboration Term, and thereafter the JSC shall meet annually until disbanded pursuant to Section 2.1.4, and the JRDC shall meet monthly during every twelve (12) month period after the Effective Date until the expiration of the Collaboration Term; provided that, the JSC and the JRDC shall each meet in person once during each such twelve (12) month period after the Effective Date if mutually agreed. The location of such in person meetings alternating shall alternate between locations designated by AstraZeneca Gilead and locations designated by Impax. Precision.
(b) The chairperson of the applicable Joint Committee Alliance Manager for each Party shall be responsible for calling meetings on no less than fifteen (15) Business Days’ noticewith notice provided a reasonable time in advance of such meeting. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items at least five (5) Business Days a reasonable time in advance of the applicable meeting; provided that that, under exigent circumstances requiring input by the Joint Committee, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting, such consent not to be unreasonably withheld, conditioned or delayed. The chairperson At the conclusion of each meeting, the Joint Committee Parties will decide which Party shall prepare and circulate for review and approval of the Parties minutes of each meeting within fifteen ten (1510) days Business Days after the meeting. Each Joint Committee member The Parties shall have the opportunity to provide comments agree on the draft minutesminutes of each meeting promptly, which comments shall be provided to all Joint Committee members as soon as practicable after circulation of the draft minutes. The minutes shall be deemed approved upon the approval of such minutes by at least one representative appointed by each Party and the Parties shall use good faith efforts to approve minutes within but in no event later than thirty (30) days following the applicable after such meeting; provided that minutes for such meeting may reflect a lack of consensus on an issue-by-issue basis, the person(s) responsible for resolving such matter and by what date such matter shall be resolved. Upon approval, final minutes shall be circulated to the members of the Joint Committee by the chairperson.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Precision Biosciences Inc), Collaboration and License Agreement (Precision Biosciences Inc)
Meetings and Minutes. The JSC shall meet semi-annually (on a Calendar Quarter basis or such more frequent time as is required to resolve disputes referred by the JOC in accordance with Section 2.2.3) and the JOC shall meet quarterly, or in each case as otherwise agreed to by the PartiesParties in writing. The JSC may meet in person or by telephone, video conference or similar means in which each participant can hear what is said by and be heard by, the other participants; provided that at least two (2) meetings of the JSC per Calendar Year shall be in person. In-person meetings of the JSC will be held at locations in the United States and Switzerland alternately selected by Lilly and ACI (with Lilly selecting the location of such meetings alternating between locations designated the first JSC meeting). The chairperson for each JSC meeting shall be alternately selected by AstraZeneca Lilly and locations designated by ImpaxACI from their respective representatives on the JSC (with Lilly selecting the chairperson for the first JSC meeting). The chairperson of the applicable Joint Committee JSC shall be responsible for calling meetings on no less than fifteen thirty (1530) Business Days’ notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least fifteen (15) Business Days in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least five fifteen (515) Business Days in advance of the applicable meeting; provided that under exigent circumstances requiring input by the Joint CommitteeJSC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, meeting or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting, such consent not to be unreasonably withheld, conditioned or delayed. The chairperson of the Joint Committee JSC shall prepare and circulate for review and approval of the Parties minutes of each meeting within fifteen thirty (1530) days after the meeting. Each Joint Committee member The Parties shall have the opportunity to provide comments agree on the draft minutesminutes of each meeting promptly, which comments shall be provided to all Joint Committee members as soon as practicable after circulation but in no event later than the next meeting of the draft minutes. The minutes shall be deemed approved upon the approval of such minutes by at least one representative appointed by each Party and the Parties shall use good faith efforts to approve minutes within thirty (30) days following the applicable meeting; provided that minutes for such meeting may reflect a lack of consensus on an issue-by-issue basis, the person(s) responsible for resolving such matter and by what date such matter shall be resolved. Upon approval, final minutes shall be circulated to the members of the Joint Committee by the chairpersonJSC.
Appears in 1 contract
Samples: License Agreement (AC Immune SA)
Meetings and Minutes. The JSC initial meeting of the JDC shall be held within thirty (30) days of the Execution Date. The JDC and any subcommittees of the JDC shall meet semi-annually (or such more frequent time quarterly through the date of the Initial Approval and thereafter as is required to resolve disputes referred determined by the JOC in accordance Parties (but not more than quarterly), provided that following the Initial Approval, the JDC may determine to disband. The initial meeting of the JCC shall be held within sixty (60) days after the Execution Date. Following its initial meeting, with Section 2.2.3) respect to each Licensed Product, the JCC and the JOC any subcommittees thereof shall meet quarterly, or quarterly through end of the first Calendar Year in each case as otherwise agreed to by which the Parties, with First Commercial Sale of such Licensed Product occurs. Thereafter the JCC and any subcommittee thereof shall meet twice per Calendar Year. The location of such the meetings alternating of each Committee shall alternate between locations designated by AstraZeneca Licensor and locations designated by ImpaxLicensee. The chairperson of the applicable Joint each Committee or his or her designee shall be responsible for calling meetings on no less than fifteen thirty (1530) Business Days’ days' notice. Each Party shall make all proposals for disclose to the other proposed agenda items and shall provide all along with appropriate information with respect to such proposed items at least five ten (510) Business Days in advance of each meeting of the applicable meetingCommittee; provided that under exigent circumstances requiring input by the Joint CommitteeCommittee input, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the such other Party consents in writing to such later addition of such agenda items or the absence of a specific agenda for such Committee meeting, such consent not to be unreasonably withheld, conditioned withheld or delayed. The chairperson of the Joint Committee or his or her designee shall prepare and circulate circulate, for review and approval of the Parties, minutes of such meeting within ten (10) days after such meeting. The Parties shall agree on the minutes of each meeting within fifteen (15) days after promptly, but in no event later than the meeting. Each Joint Committee member shall have the opportunity to provide comments on the draft minutes, which comments shall be provided to all Joint Committee members as soon as practicable after circulation next meeting of the draft minutes. The minutes shall be deemed approved upon the approval of such minutes by at least one representative appointed by each Party and the Parties shall use good faith efforts to approve minutes within thirty (30) days following the applicable meeting; provided that minutes for such meeting may reflect a lack of consensus on an issue-by-issue basis, the person(s) responsible for resolving such matter and by what date such matter shall be resolved. Upon approval, final minutes shall be circulated to the members of the Joint Committee by the chairpersonCommittee.
Appears in 1 contract
Samples: Development, Commercialization and License Agreement (Aeterna Zentaris Inc.)
Meetings and Minutes. The JSC shall meet semi-annually (quarterly or at such more frequent time as is required to resolve disputes referred by the JOC in accordance with Section 2.2.3) and the JOC shall meet quarterly, or in each case higher frequency as otherwise agreed to by the Parties, with the location of such meetings meetings, if not virtual, alternating between locations designated by AstraZeneca FWB and locations designated by ImpaxAzurRx. Representatives of the Parties on the JSC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. The chairperson of the applicable Joint Committee JSC shall be responsible for calling meetings on no less than fifteen ten (1510) Business Days’ noticenotice (unless the Parties consent in writing to a shorter notice period); provided that either Party can call a meeting of the JSC in the event the chairperson of the JSC fails to call a meeting following request from a Party. At AzurRx's request in writing at least twenty (20) Business Days prior to a scheduled JSC meeting, but not more than two times per year, FWB shall present to the JSC its high-level plans for the Development and Commercialization of the Product outside the Field in the Territory. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items at least five (5) Business Days in advance of the applicable meeting; provided that under exigent circumstances requiring input by the Joint CommitteeJSC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, meeting or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting, such consent not to be unreasonably withheld, conditioned or delayed. The chairperson of the Joint Committee JSC shall prepare and circulate for review and approval of the Parties minutes of each meeting within fifteen thirty (1530) days after the meeting. Each Joint Committee member The Parties shall have the opportunity to provide comments agree on the draft minutesminutes of each meeting promptly, which comments shall be provided to all Joint Committee members as soon as practicable after circulation but in no event later than the next meeting of the draft minutes. The minutes shall be deemed approved upon the approval of such minutes by at least one representative appointed by each Party and the Parties shall use good faith efforts to approve minutes within thirty (30) days following the applicable meeting; provided that minutes for such meeting may reflect a lack of consensus on an issue-by-issue basis, the person(s) responsible for resolving such matter and by what date such matter shall be resolved. Upon approval, final minutes shall be circulated to the members of the Joint Committee by the chairpersonJSC.
Appears in 1 contract
Meetings and Minutes. The JSC shall meet semi-annually (on a Calendar Quarter basis or such more frequent time as is required to resolve disputes referred by the JOC in accordance with Section 2.2.3) and the JOC shall meet quarterly, or in each case as otherwise agreed to by the PartiesParties in writing. The JSC may meet in person or by telephone, video conference or similar means in which each participant can hear what is said by and be heard by, the other participants; provided that at least two (2) meetings of the JSC per Calendar Year shall be in person. In-person meetings of the JSC will be held at locations in the United States and Switzerland alternately selected by Xxxxx and ACI (with Xxxxx selecting the location of such meetings alternating between locations designated the first JSC meeting). The chairperson for each JSC meeting shall be alternately selected by AstraZeneca Xxxxx and locations designated by ImpaxACI from their respective representatives on the JSC (with Xxxxx selecting the chairperson for the first JSC meeting). The chairperson of the applicable Joint Committee JSC shall be responsible for calling meetings on no less than fifteen thirty (1530) Business Days’ notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least fifteen (15) Business Days in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least five fifteen (515) Business Days in advance of the applicable meeting; provided that under exigent circumstances requiring input by the Joint CommitteeJSC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, meeting or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting, such consent not to be unreasonably withheld, conditioned or delayed. The chairperson of the Joint Committee JSC shall prepare and circulate for review and approval of the Parties minutes of each meeting within fifteen thirty (1530) days after the meeting. Each Joint Committee member The Parties shall have the opportunity to provide comments agree on the draft minutesminutes of each meeting promptly, which comments shall be provided to all Joint Committee members as soon as practicable after circulation but in no event later than the next meeting of the draft minutes. The minutes shall be deemed approved upon the approval of such minutes by at least one representative appointed by each Party and the Parties shall use good faith efforts to approve minutes within thirty (30) days following the applicable meeting; provided that minutes for such meeting may reflect a lack of consensus on an issue-by-issue basis, the person(s) responsible for resolving such matter and by what date such matter shall be resolved. Upon approval, final minutes shall be circulated to the members of the Joint Committee by the chairpersonJSC.
Appears in 1 contract
Samples: License Agreement (AC Immune SA)