Responsibilities of the JCC. The JCC shall have the responsibility and authority to:
(a) Plan, implement, and oversee the Commercialization of Product in the U.S. Territory, and the manufacturing of Product in support of such activities;
(b) Review the Marketing Plan and any proposed amendments or updates thereto;
(c) Monitor the Commercialization of Product in the U.S. Territory against the Marketing Plan;
(d) Establish subcommittees pursuant to Section 3.11 on an as-needed basis, oversee the activities of all subcommittees so established, and address disputes or disagreements arising in all such subcommittees; and
(e) Perform such other functions as the Parties may agree in writing.
Responsibilities of the JCC. Except as otherwise set forth herein, the JCC shall supervise all Commercialization and Development activities of the Parties with respect to the Licensed Product under this Agreement. The responsibilities of the JCC shall be exercised subject to the other terms of this Agreement and shall include the following:
Responsibilities of the JCC. Upon establishment, the Joint Commercialization Committee shall be responsible for performing the following functions:
(a) oversight of [***];
(b) [***]
(c) [***], review and approve the co-promotion plan for the Co-Promotion Territory as prepared by Genentech;
(d) [***], serve as a forum for monitoring and coordinating matters relating to Co-Promotion of Collaboration Products in the Co-Promotion Territory;
(e) [***], oversee and coordinate the Parties’ Detailing activities of GDP Collaboration Products in the Co-Promotion Territory; and
(f) perform such other functions as specified in this Agreement or as agreed to by the Parties. Each Party shall share with the other Party upon request, through the JCC, any marketing and sales information developed by such Party, including market research, sales force sizing and targeting information, in each case relating solely to GDP Collaboration Products. In addition, each Party shall provide to the JCC on a [***] basis a summary of all Commercialization activities with respect to GDP Collaboration Products undertaken by such Party.
Responsibilities of the JCC. The JCC shall have the following responsibilities:
(i) [***];
(ii) [***].
(iii) [***].
(iv) [***].
(v) [***].
(vi) [***].
(vii) [***].
(viii) [***].
(ix) [***].
(x) [***].
(xi) [***].
Responsibilities of the JCC. The JCC shall be an ongoing operational (not merely advisory) committee, and Product shall be Commercialized in accordance with plans and budgets approved by the JCC. The JCC shall be responsible for developing, formulating and directing the overall strategy for the marketing and Commercialization of Product in the Territory and for coordinating the implementation of all approved Marketing Plans for the Territory. The goal of the JCC shall be to develop a strategy and Marketing Plans to position Product as * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION the antipsychotic product of choice throughout the Territory, consistent with its approved labeling and Product efficacy and safety profile. The JCC shall have final decisionmaking authority on all key issues regarding Commercialization of Product excluding those governed by the PDC, subject to Section 5.1.2 above; provided, however, that, should applicable law in any country of the Territory prohibit collaboration by the parties on any aspect of the Commercialization of Product, then the parties shall comply fully with such law and modify the conduct and plans of the JCC accordingly; provided, further, however, that, in countries in the European Union where Otsuka elects to have BMS act as a Distributor of Product pursuant to Section 5.3.12, a JCC-approved price shall be only a recommended resale price, and BMS shall be free to make the final determination of such price in such countries. In addition to its overall responsibility for overseeing and directing Commercialization of Product throughout the Territory in accordance with this Agreement, the JCC shall, in particular, be responsible for:
(a) establishing an overall strategy for the Commercialization of Product in the United States, the European Union, and the Rest of Territory (each area being referred to here as a “Region”) and detailing such strategy in an annual Territory Marketing Plan and in individual Marketing Plans (Region by Region and, within the European Union, specifically as to the United Kingdom, Germany, France, Spain and Italy, and in such other countries as the JCC deems appropriate) under such Territory Marketing Plan, as described in greater detail in Section 5.2;
(b) preparing and proposing interim adjustments to any annual Territory Marketing Plan and individual Marketing Plans thereunder;
(c) preparing sales projections and overseeing the conduct of ...
Responsibilities of the JCC. The JCC shall have the following responsibilities:
3.4.1 provide a forum for exchange of information related to the Commercialization of Licensed Product for the Approved Indications in the Field in the Territory;
3.4.2 prepare and adopt the Commercialization plan for Licensed Product for the Approved Indications in the Field in the Territory and any proposed material amendments or updates;
3.4.3 provide overall strategic and business guidance with respect to the Commercialization of Licensed Product for the Approved Indications in the Field in the Territory;
3.4.4 oversee and coordinate Compound supply, Licensed Product Manufacturing and supply in the Territory (but without amending the terms and conditions of this Agreement);
3.4.5 monitor marketing, promotion, sales and distribution of Licensed Product in the Territory and otherwise oversees the Commercialization activities in the Territory under the Commercialization Plan;
3.4.6 provide a forum for the exchange of information related to the branding of Licensed Product and the selection of trademarks for Licensed Product in the Territory; and
3.4.7 perform such other functions as the Parties may mutually agree (but without amending the terms and conditions of this Agreement).
Responsibilities of the JCC. The JCC shall perform the following functions:
(a) regardless of whether Mersana exercises its Co-Promotion Right pursuant to Section 9.2.1 (Exercise of Co-Promotion Right), (i) review and discuss the Shared Territory Commercialization Budget and Shared Territory Commercialization Forecast and (ii) liaise with the Financial Working Group with respect to the calculation of the Pre-Tax Profit or Loss;
(b) solely if Mersana exercises its Co-Promotion Right pursuant to Section 9.2.1 (Exercise of Co-Promotion Right):
(1) prepare, discuss and agree upon the Detailing Plan, and all Updates thereto, and recommend such Detailing Plan (and all such Updates) to the JSC to review, discuss, and determine whether to approve, as described in Section 9.2.2 (Detailing Plan);
(2) review and discuss each Detailing Report delivered pursuant to Section 9.2.3 (Detail Reports);
(3) review and discuss the Commercialization Framework and any updates thereto;
(4) review and discuss, or conduct (as applicable), the activities described in Section 9.2.4 (Marketing Messaging Participation); and
(5) review and discuss the Compliance Program submitted to the JCC pursuant to Section 9.4.1 (Establishment of Compliance Program); and
(c) perform such other functions as are specifically designated to the JCC in this Agreement, or as the Parties otherwise agree in writing are appropriate to further the purposes of this Agreement.
Responsibilities of the JCC. The JCC shall perform the following functions:
(a) review and approve the initial Commercialization Plan, including the associated Commercialization Budget, and proposed material updates thereto proposed by either Party (including any updates to the Commercialization Budget), in each case, as prepared by the LCP, with respect to Commercialization of each Collaboration Product, and submit the initial Commercialization Plan (including the associated Commercialization Budget) for each Collaboration Product to the JSC for review and approval and submit proposed material updates thereto [***] to the JSC for review and approval in accordance with Section 9.3;
Responsibilities of the JCC. The JCC shall:
Responsibilities of the JCC. Without prejudice to any other provision of this Agreement which grants any express power, authority or right to the JCC, the JCC shall have authority on behalf of the Parties to perform the activities set out in Schedule 3 Part 3.
