Relationship Management. 15.1 In relation to the Manufacturing Sites, the Parties shall each appoint a Customer Relationship Manager (each a “Customer Relationship Manager”). The Customer Relationship Managers shall meet once a month for the purposes of sales and operations planning, including but not limited to reviewing and coordinating the forecasting and ordering and supply related activities of each of the Parties, review and discussion of available capacity at the relevant Manufacturing Site, any ongoing technical transfer activities, any ongoing issues (if any) with respect to the performance of this Agreement at that Manufacturing Site, forthcoming proposals for New Product SKUs affecting that Manufacturing Site and performance by the Supplier against Key Performance Indicators in relation to that Manufacturing Site (the “S&OP Meetings”). Other representatives of the Parties (such as technical or quality personnel) shall attend S&OP Meetings at the invitation of either Customer Relationship Manager. 15.2 The Parties shall, as soon as reasonably practical after the Effective Date, establish a manufacturing and supply team (the “Manufacturing and Supply Team”), led by a Contract Execution Manager nominated by each of the Parties (each a “Contract Execution Manager”), which shall remain in place from the Effective Date for the duration of this Agreement, for the purposes set out in clause 15.3. The Contract Execution Managers shall have overall oversight of and responsibility for implementation of this Agreement. 15.3 The Manufacturing and Supply Team shall meet from time to time as frequently as is necessary, including as reasonably requested by either Party and shall meet in respect of Manufacture and supply of Products, and all other issues relating to the implementation of this Agreement, at least three (3) times in the first Contract Year and thereafter at least once in each subsequent Contract Year to review and discuss business relationship matters and other matters relating to the implementation of this Agreement (the “Business Review Meetings”). 15.4 At the first Business Review Meeting, the Manufacturing and Supply Team shall establish its own terms of reference and those of its sub-teams (if any), including any thresholds for decision-making escalation, and each Party shall appoint regular representatives to attend meetings of the Manufacturing and Supply Team, including the Business Review Meetings. 15.5 Neither the Manufacturing and Supply Team nor any sub-team or committee thereof shall have the authority to: (A) amend or modify the terms of this Agreement or any other Transaction Document; (B) expand the scope of its or their authority; (C) waive any right that either Party may have pursuant to this Agreement or any other Transaction Document; or (D) determine any issue in a manner that would conflict with the express terms and conditions of this Agreement or any other Transaction Document. 15.6 The teams and committees established under this clause 15 (Relationship Management) shall escalate any matters they are not able to resolve in accordance with the provisions of clause 16 (Dispute Escalation).
Appears in 4 contracts
Samples: Manufacturing and Supply Agreement (Alcon Inc), Manufacturing and Supply Agreement (Alcon Inc), Manufacturing and Supply Agreement (Alcon Inc)
Relationship Management. 15.1 In relation to the Manufacturing Sites, the 27.1 The Parties shall as soon as reasonably practicable after the Effective Date each appoint a Customer Relationship Manager relationship manager with responsibility for managing the implementation of technical aspects CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (each I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. of Manufacture and supply of Products and other issues related to this Agreement (a “Customer Relationship Manager”). The Customer Relationship Manager will be responsible for dealing with all day-to-day operational matters relevant to this Agreement and shall be empowered to designate functional team managers from its Party (including a supply manager) to oversee specific aspects of the Parties activities hereunder. Unless otherwise agreed between the Parties, the Relationship Manager and other appropriate representatives from each Party shall endeavour to meet no less than once every Calendar Quarter to discuss the forecasts delivered by Purchaser pursuant to this Agreement and other matters relevant to the Manufacture and supply of Products under this Agreement. The Purchaser shall provide to GSK at such meetings all readily available and appropriate data (in Purchasers sole discretion) relating to the Products or the Purchaser’s prospective demands and trends for the Products.
27.2 The Relationship Managers shall meet once convene a month for the purposes of sales and operations planning, joint steering team including but not limited to reviewing and coordinating the forecasting and ordering and supply related activities of each of the Parties, review and discussion of available capacity at the relevant Manufacturing Site, any ongoing technical transfer activities, any ongoing issues (if any) with respect to the performance of this Agreement at that Manufacturing Site, forthcoming proposals for New Product SKUs affecting that Manufacturing Site and performance by the Supplier against Key Performance Indicators in relation to that Manufacturing Site (the “S&OP Meetings”). Other other representatives of the Parties (such as technical or quality personnel) shall attend S&OP Meetings at the by invitation of either Customer Relationship Manager.
15.2 The Parties shall, as soon as reasonably practical after the Effective Date, establish a manufacturing and supply team for each meeting (the “Manufacturing and Supply Joint Steering Team”), led . The Joint Steering Team shall meet once a month and be co-chaired by a Contract Execution Manager nominated by each of the Parties (each a “Contract Execution Manager”), which shall remain in place from the Effective Date for the duration of this Agreement, Relationship Managers for the purposes set out in clause 15.3. The Contract Execution Managers shall have overall oversight of planning the technical and responsibility for implementation of this Agreement.
15.3 The Manufacturing and Supply Team shall meet from time to time as frequently as is necessary, including as reasonably requested by either Party and shall meet in respect of Manufacture and supply of Products, and all other issues relating to the commercial implementation of this Agreement, at least three (3) times in the first Contract Year and thereafter at least once in each subsequent Contract Year to review and discuss business relationship matters and other matters relating to the implementation of this Agreement (the “Business Review Meetings”).
15.4 At the first Business Review Meeting, the Manufacturing and Supply Team shall establish its own terms of reference and those of its sub-teams (if any), including any thresholds for decision-making escalation, and each Party shall appoint regular representatives to attend meetings of the Manufacturing and Supply Team, including the Business Review Meetings.
15.5 Neither the Manufacturing and Supply Team nor any sub-team or committee thereof shall have the authority but not limited to:
(A) amend or modify agreeing the terms Scope of this Agreement or any other Transaction DocumentWorks for Development Services and reviewing the progress of Development Services;
(B) expand reviewing the scope progress of its or their authoritycapital expenditure projects under the CapEx Letter Agreement and this Agreement;
(C) waive any right that either Party may have pursuant to this Agreement or any other Transaction Document; orreviewing the progress of the Commencement Conditions and agreeing when such conditions are satisfied;
(D) determine reviewing and agreeing the proposed timelines for submission of the first Regulatory Approval Application and Manufacturing Site readiness;
(E) reviewing any issue in a manner that would conflict with ongoing technical transfer activities;
(F) setting up appropriate supply and demand planning for Manufacture once the express terms Commencement Conditions have been met;
(G) agree the Expected Losses; and
(H) reviewing proposals for New Product SKUs and conditions of this Agreement or any other Transaction Documentassociated Development Services.
15.6 The teams and committees established under this clause 15 (Relationship Management) shall escalate any matters they are not able to resolve in accordance with the provisions of clause 16 (Dispute Escalation).
Appears in 2 contracts
Samples: Commercial Manufacturing and Supply Agreement (Roivant Sciences Ltd.), Commercial Manufacturing and Supply Agreement (Dermavant Sciences LTD)