Procedural Rules. Each Joint Committee shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the Joint Committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on a Joint Committee 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. Representation by proxy shall be allowed. Subject to any applicable final decision-making authority of a Party set forth in Section 2.5.3, each Joint Committee shall take action by unanimous agreement of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on a Joint Committee may attend meetings of such Joint Committee; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the Joint Committee, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 9.
Appears in 3 contracts
Samples: Collaboration Agreement (Galapagos Nv), Collaboration Agreement (Galapagos Nv), Collaboration Agreement (Galapagos Nv)
Procedural Rules. Each Joint The Co-Promotion Committee shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the Joint Co-Promotion Committee shall exist whenever there is present at a meeting at least one (1) representative appointed by the senior executive directly responsible within each PartyParty for this Agreement. Representatives of the Parties on a Joint the Co-Promotion Committee 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. Representation by proxy shall be allowedpermitted (other than for the senior executive directly responsible within each Party for this Agreement). Subject to any applicable final decisionThe Co-making authority of a Party set forth in Section 2.5.3, each Joint Promotion Committee shall take action by unanimous agreement of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on a Joint the Co-Promotion Committee may attend meetings of such Joint Committeemeetings; provided, that such attendees attendees: (i) shall not vote or otherwise participate in the decision-making process of the Joint Co-Promotion Committee, ; and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 9this Agreement.
Appears in 2 contracts
Samples: Master Program Services and Product Co Promotion Agreement (Orasure Technologies Inc), Master Program Services and Product Co Promotion Agreement (Orasure Technologies Inc)
Procedural Rules. Each Joint Committee shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the Joint Committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives Subject to the proviso in Section 2.3.1(a), representatives of the Parties on a Joint Committee 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. Representation by proxy shall be allowed. Subject to any applicable final decision-making authority of a Party set forth in Section 2.5.3, each Each Joint Committee shall take action by unanimous agreement consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either a Party that are not representatives of the Parties such Party on a Joint Committee may attend meetings of such Joint CommitteeCommittee with advance written notice to the other Party; provided, however, that such attendees (ia) shall not vote or otherwise participate in the decision-making process of the Joint Committee, and (iib) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 9ARTICLE 7.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Precision Biosciences Inc), Collaboration and License Agreement (Precision Biosciences Inc)
Procedural Rules. Each Joint Committee shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement; provided that such rules shall not be subject to a deciding vote of either Party under Section 4.3.3(c) below. A quorum of the Joint Committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on a Joint Committee 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. Representation by proxy shall be allowed. Subject to any applicable final decision-making authority of a Party set forth in Section 2.5.3, each Each Joint Committee shall take action by unanimous agreement consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on a Joint Committee may attend meetings of such Joint Committee; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the Joint Committee, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 97.
Appears in 1 contract
Samples: Research Collaboration and License Agreement (Valneva SE)