Responsibilities and Authority. (a) The Bank hereby employs Executive to serve as Executive Vice President and Chief Lending Officer of the Bank, and Executive hereby accepts such employment. Executive shall have the duties, responsibilities, authorities and powers normally incident to such office. At all times, however, Executive's activities and authority with respect to such offices will be subject to supervision, control and direction by the Board of Directors of the Bank (the "Board"), by the Executive Committee of the Board, and by the President and Chief Executive Officer of the Bank (the "Chief Executive Officer") and Executive agrees to carry out such duties and responsibilities as any of them may from time to time reasonably assign to Executive. Executive shall report from time to time or routinely, upon request, to the Chief Executive Officer or the Chief Executive Officer's designee as to the current status of any of Executive's assigned duties and responsibilities.
(b) The Company hereby employs Executive to serve as Vice President of the Company and such other offices and positions as the Company may determine, and Executive hereby accepts such employment. Executive shall have the duties, responsibilities, authorities and powers normally incident to such offices. At all times, however, Executive's activities and authority with respect to such offices will be subject to supervision, control and direction by the Board of Directors of the Company (the "Company Board") or by the Executive Committee of the Company Board, and Executive hereby agrees to carry out such duties and responsibilities as either of them may from time to time reasonably assign to Executive. Executive shall report from time to time or routinely, upon request, to the Chief Executive Officer of the Company or such Chief Executive Officer's designee as to the current status of any of Executive's assigned duties and responsibilities.
Responsibilities and Authority. The JSC’s overall responsibility shall be to encourage and facilitate ongoing cooperation and communication between the Parties and to perform the other obligations specifically delegated to it by this Agreement, subject to the limitations set forth in this Article 3. In particular, the JSC shall:
(a) review, coordinate, and discuss the overall strategy for obtaining Regulatory Approvals, Pricing Approvals and reimbursement status for the Product in the Field in the Territory;
(b) review and discuss the protocols for any Post-Approval and/or Reimbursement Study to be conducted by or on behalf of Cardiome or any of its Affiliates, subject to Section 5.2 hereof;
(c) review and discuss ongoing and planned Commercialization activities and spending in the Territory, including, without limitation, countries in which Product will be launched and priority thereof, pre-launch activities, retention of reimbursement consultant(s), efforts to obtain Pricing Approvals and reimbursement status, sales and marketing commitment and strategy, use and distribution of Promotional Materials and Non-Commercial Product, reimbursement and third-party payor status, and product distribution logistics;
(d) determine the number of Non-Commercial Product samples to be supplied by SteadyMed, whether for the Launch Period or otherwise;
(e) review progress of Commercialization activities and metrics with respect to Product in the Field in the Territory against Commercialization Plans;
(f) ensure consistency of Commercialization activities in the Territory with SteadyMed’s global marketing strategy and efforts for the Product;
(g) monitor Cardiome inventory levels of Supplied Items;
(h) provide a forum for discussion of Product Manufacturing and supply matters, subject to Article 4 hereof; and
(i) perform such other duties as are specifically assigned by the Parties to the Joint Steering Committee pursuant to this Agreement. Each Party shall be responsible for ensuring that, at all times, its representatives on the JSC act reasonably and in good faith in carrying out their respective responsibilities hereunder.
Responsibilities and Authority. Employer hereby employs Employee to serve as Senior Vice President - Planning & Development of Employer. During the Employment Term, Employee will have the responsibility and authority to administer and coordinate the activities of Employer and its subsidiaries in accordance with the policy guidelines as established by Employer's management, Chairman and Board.
Responsibilities and Authority. MANAGER is responsible for development and implementation of this procedure and subsequent procedures as outlined in this document.
Responsibilities and Authority. The JSC’s overall responsibility shall be to oversee the progress and results of the R&D Program, and to encourage and facilitate ongoing cooperation and communication between the parties regarding the R&D Program. In particular, the JSC shall:
(i) periodically review and approve updates and amendments to the R&D Plan consistent with the objectives set forth in Section 4.1;
(ii) monitor the progress of R&D Plan activities;
(iii) discuss and attempt to address scientific or technical issues arising in the course of R&D Plan activities;
(iv) periodically review the Option Candidate Criteria;
(v) review and discuss R&D Program Results;
(vi) consider potential new Selected Products;
(vii) review all Information supporting nomination by GCLC of a Selected Product as an Option Candidate and determine whether such Selected Product qualifies as an Option Candidate; and
(viii) perform such other duties as are specifically delegated to the JSC in this Agreement.
Responsibilities and Authority. The JDC’s overall responsibility shall be to oversee the development of Exercised Selected Products, and to encourage and facilitate ongoing cooperation and communication between the Parties regarding such Exercised Selected Products. In particular, the JDC shall:
(i) review the strategic direction for, and encourage and facilitate ongoing communication between the Parties with respect to, the development, commercialization, manufacturing and supply of Exercised Selected Products in the Field in and outside the Territory;
(ii) discuss and determine the strategy for development of Exercised Selected Products in the Field in the Territory, discuss the strategy for development of Licensed Products in the Field outside the Territory, and periodically review activities conducted pursuant to the Development Plan;
(iii) review and discuss each Development Plan and annual updates thereto;
(iv) review and coordinate the strategy for regulatory filings for Exercised Selected Product in the Field in and outside the Territory; and
(v) perform such other duties as are specifically delegated to the JDC in this Agreement.
Responsibilities and Authority. The JSC’s overall responsibility shall be to encourage and facilitate ongoing cooperation and communication between the Parties regarding the Development Program and any other activities contemplated by this Agreement. Subject to the terms and conditions of this Agreement, the JSC shall have the authority to:
(a) Make decisions with respect to the following matters, which are deemed Unanimous Matters (as defined below) for purposes of this Agreement:
(i) review, discuss and approve any substantive changes or updates to the Development Plan, including the budget and timelines included in the Development Plan;
(ii) review, discuss and approve the Company’s protocol, scope and design for any Clinical Trial of a Compound or Product contemplated by the Development Plan, and any material changes thereto;
(iii) review and approve (i) the engagement of Third Party subcontractors that are first engaged after the Effective Date to perform work related to the Development Program, or (ii) any new or additional work related to the Development Program, or in preparation for post-Development Program activities, to be performed by any Third Party subcontractor, in each case of clause (i) and (ii), in excess of $[***] in any calendar year or $[***] in the aggregate (for clarity, to the extent such amounts are related to the Development Program), including in each case of clause (i) and (ii), (A) any Third Party subcontractors responsible for process development, (B) any Third Party contract manufacturer of any Compound or Product (whether drug substance or drug product), including in preparation for Phase 3 Clinical Trials, or (C) any Third Party contract research organization that would manage any Clinical Trial of any Compound or Product;
(iv) to review and approve the acquisition or in-license by the Company of any Intellectual Property Controlled by a Third Party that is or would be reasonably likely to be necessary or reasonably useful for the exploitation of any Compound or Product; and
(v) periodically assess whether the Development Program is commercially reasonable, or scientifically or operationally viable, and determine whether the Development Program should be continued.
(b) Consider the following matters:
(i) review and discuss Development Program activities, and the results of such activities;
(ii) discuss progress reports and other information generated by the Company in performing the Development Program and request other information relating to the progres...
Responsibilities and Authority. Employer hereby employs Employee to serve as its Chairman of the Board and Chief Executive Officer. In such capacities, Employee will have such duties and responsibilities as determined by Employer's Board of Directors consistent with the Employer's Bylaws. If requested by Employer, Employee will serve as an officer or director of Employer or any affiliate of Employer without additional compensation.
Responsibilities and Authority. The JSC’s overall responsibility shall be to encourage and facilitate information sharing and ongoing cooperation and coordination between the parties in the development, registration and commercialization of Product in the Field in the Equillium Territory and the Biocon Territory, subject to the limitations set forth in this Article 3. In particular, the JSC shall:
(a) approve all clinical development activities to be conducted by Equillium with respect to Product, including review of protocols for clinical trials of Product to be performed by Equillium;
(b) review the ITO and Product development activities to be conducted by each party;
(c) serve as the principal means by which: (i) Equillium keeps Biocon reasonably informed regarding Equillium’s development, registration and commercialization plans, efforts and results with respect to Product; and (ii) Biocon keeps Equillium reasonably informed regarding (A) Biocon’s performance of its obligations under Section 4.2 of this Agreement and (B) Biocon’s development, registration and commercialization plans, efforts and results with respect to Product in the Biocon Territory;
(d) seek harmonization in development, regulatory approval, marketing, promotion and commercialization efforts with respect to Product in the Field in the Equillium Territory and the Biocon Territory;
(e) facilitate the exchange of Equillium Know-How and Biocon Know-How;
(f) resolve disputes referred to it by the JIPC; and
(g) perform such other duties as are specifically assigned to the JSC in this Agreement, the Clinical Supply Agreement or any Commercial Supply Agreement. Each party shall be responsible for ensuring that, at all times, its representatives on the JSC act reasonably and in good faith in carrying out their respective responsibilities hereunder.
Responsibilities and Authority. Executive shall be fully responsible for the general oversight and management of ACS, including overall business strategy, all operating units, operating plans, and financial performance, and such business ventures as the Company may acquire or participate in. In accordance with the Company’s Articles of Incorporation, Bylaws and the ACS Corporate Governance Principles, Executive shall perform all duties incident to his office, as assigned or modified from time to time by the Board.
