Scope of JRC Oversight. Except as otherwise provided herein, the JRC shall: (a) provide oversight of the Working Group; (b) prioritize Research Plan experiments for the Working Group; (c) resolve disputes arising at the Working Group; (d) provide oversight and coordinate the activities of the Parties under the Research Plan (e) review and approve and monitor the Research Plan for the Research Program; (f) monitor the Budget and make any appropriate changes, subject to Section 2.2.2(a); (g) review and approve any proposed amendments to the Research Plan, subject to the decision-making procedures set forth in Section 2.2.4(a); (h) review data generated in the course of the Research Program by the Parties, including with respect to assay development and results of screening (including the determination of Hit and Confirmed Hit), and to consider and advise on any technical issues that arise in the course of the Research Program; (i) review written updates submitted to the JRC pursuant to Section 3.2.3; (j) monitor the Parties’ progress under the Research Plan; and (k) perform such other obligations as are necessary for the conduct of the Research Plan.

Scope of JRC Oversight. The JRC will be responsible for overseeing and providing overall coordination of the Research Collaboration, and facilitating communication between the Parties with respect to activities that are co-funded by the Parties pursuant to Section 7.7, including to: (a) make overall prioritizations between Collaboration Activities with respect to the Collaboration Targets, including determining when to commence activities with respect to a particular Collaboration Target; (b) monitor overall Research Collaboration progress, including discussing data related to any Hits and Conjugates to determine which Hits to conjugate and whether any Hits and Conjugate meet the applicable selection criteria; (c) review and approve any amendments to the Research Plan; (d) update the list of Collaboration Targets attached as Exhibit B to reflect the addition or removal of any targets pursuant to Section 2.13; (e) determine whether Conjugates meet the applicable selection criteria in the Research Plan to be selected as Selected Conjugates under this Agreement; and (f) exercise such other authorities and responsibilities as are expressly assigned to the JRC hereunder or in the Research Plan. With respect to any co-funded activities for a Licensed Product, unless otherwise agreed by the Parties in writing, the JRC’s role will be communication only, and the JRC will not have any decision-making authority with respect to such activities.

Scope of JRC Oversight. Except as otherwise provided herein, the JRC shall: (a) provide oversight and coordinate the activities of the Parties under the Research Plan, including any approved Additional Support Plan; (b) monitor the Research Plan for the R&D Program; (c) review any proposed amendments to the Research Plan, subject to the final paragraph of this Section 2.2.3 and Section 3.1.1; (d) review data generated in the course of the Research Plan by the Parties, including with respect to assay development and results of screening, and to consider and advise on any technical issues that arise in the course of the Research Plan; (e) review written updates submitted to the JRC pursuant to Section 3.4; (f) monitor the Parties’ progress under the Research Plan, including any approved Additional Support Plan; and (g) perform such other obligations as are necessary for the conduct of the Research Plan, subject to Section 2.2.3, Section 2.3, and Section 3.1.1. For clarity, the JRC shall not have any authority beyond the specific matters set forth in this Section 2.2.3, including not having the authority to: (i) obligate FivePrime to exercise the Option with respect to any Multi-Specific Compound under Section 4.2; (ii) amend this Agreement, waive any breach of either Party under this Agreement, or terminate this Agreement; (iii) make decisions or take any actions that are inconsistent with the terms of this Agreement; or (iv) amend the Research Plan.

Scope of JRC Oversight. The JRC's oversight responsibilities shall be limited to the Research Program activities specified in Schedule 2.1 and within such scope the JRC shall (a) confer regularly regarding the status of the Research Program, (b) review relevant data, consider and advise on any technical issues that arise, (c) consider issues of priority, (d) review and approve the efforts of the Parties in the conduct of the Research Program; (e) review and approve amendments to the Research Program as set forth in Schedule 2.1; (f) reallocate resources, including FTEs, within the Research Program; (g) subject to Section 2.3.2, designate the number of FTEs for each Calendar Quarter, (h) receive updates on the identity of any Third Party conducting Research Program work on behalf of either Party in accordance with Section 2.2 (which each Party shall provide to the JRC), (i) address such other matters relating to the activities of the Research Program as either Party may bring before the JRC; and (j) attempt to resolve any disputes within the JRC on an informal basis. Notwithstanding anything to the contrary in the foregoing, the JRC shall not (i) have any supervisory or decision making authority beyond the Research Program activities specified in Schedule 2.1; (ii) without the consent of Idera, require Idera to commit its FTE resources beyond those set forth in Section 2.3.2; or (iii) except for Schedule 2.1, modify or amend any terms of this Agreement.

Scope of JRC Oversight. The JRC’s oversight responsibilities shall be limited to the Research Program activities specified in Schedule 2.1 and the Feasibility Studies. Within such scope, the JRC shall: (a) [*] (b) [*] (c) [*] (d) [*] (e) [*] * Portions omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. (f) [*] (g) [*] Notwithstanding anything to the contrary in the foregoing, the JRC shall not have any supervisory or decision making authority beyond the Research Program activities specified in Schedule 2.1 and Feasibility Studies.

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Scope of Cooperation 1. The Authorities recognise the importance of close communication concerning the Covered CCPs and intend to cooperate regarding: a) general issues, including with respect to regulatory, supervisory, enforcement or other developments concerning the Covered CCPs and Australia; b) issues relevant to the operations, activities and services of the Covered CCPs; c) the coordination of supervisory activities and, where appropriate and consistent with applicable laws and each Authority’s mandate, providing assistance in the implementation of enforcement decisions; d) any other areas of mutual interest. 2. The Authorities recognise in particular the importance of close cooperation in the event that a Covered CCP, particularly one whose failure likely would be systemically important to an Authority, experiences, or is threatened by, a potential financial crisis or other Emergency Situation. One or both of the Local Authorities should provide notification to ESMA, and ESMA should provide notification to the Local Authorities, consistent with Article 3(4) below and each Authority should keep the other Authorities appropriately informed throughout the Emergency Situation. The Local Authorities should coordinate and lead in an Emergency Situation and should consult with and take account of the views of ESMA to the greatest extent practicable. ESMA should coordinate with the relevant CBI(s) regarding an Emergency Situation of a Covered CCP and any emergency measures that the CBI may consider appropriate. 3. Cooperation will be most useful in circumstances where issues of regulatory, supervisory or enforcement concern may arise, including but not limited to: a) the initial application of a Covered CCP for recognition in the European Union pursuant to Article 25 of EMIR and the periodic reviews of its recognition pursuant to Article 25(5) of EMIR; b) ESMA’s assessment of compliance and monitoring of the ongoing compliance by a Covered CCP with the Recognition Conditions; c) the tiering determination of a Covered CCP by ESMA pursuant to Article 25(2a) of EMIR; d) changes in a Covered CCP's internal rules, policies and procedures that could affect the way in which the Covered CCP complies with any Recognition Conditions; e) regulatory, supervisory or enforcement actions or approvals taken by a Local Authority or ESMA in relation to a Covered CCP, including changes to the relevant obligations and requirements to which the Covered CCPs are subject that may impact the Covered CCPs' continued compliance with the Recognition Conditions; and f) changes to regulatory status or requirements that could result in a change in the regulatory status of, relief granted to, or supervisory treatment of a Covered CCP and potentially could disrupt cross-border clearing arrangements.
Scope of Agreement Nothing in this Agreement shall be deemed to entitle Executive to continued employment with the Company or its Subsidiaries, and if Executive’s employment with the Company shall terminate prior to a Change in Control, Executive shall have no further rights under this Agreement (except as otherwise provided hereunder); provided, however, that any termination of Executive’s employment during the Termination Period shall be subject to all of the provisions of this Agreement.
PURPOSE AND SCOPE OF AGREEMENT 1.01 The purpose of this Agreement is to maintain harmonious and mutually beneficial relationships between the Employer, the Union and the employees and to set forth herein certain terms and conditions of employment upon which agreement has been reached through collective bargaining. 1.02 The parties to this Agreement share a desire to improve the quality of the Canadian Food Inspection Agency and to promote the well-being and increased efficiency of its employees to the end that the people of Canada will be well and efficiently served. Accordingly, the parties are determined to establish, within the framework provided by law, an effective working relationship at all levels of the Agency in which members of the bargaining units are employed.
Information Systems Acquisition Development and Maintenance a. Client Data – Client Data will only be used by State Street for the purposes specified in this Agreement.
Project Monitoring Reporting and Evaluation The Recipient shall furnish to the Association each Project Report not later than forty-five (45) days after the end of each calendar semester, covering the calendar semester.
SCOPE OF SERVICES/CASE HANDLING A. Upon execution by GPM, attorneys are retained to provide legal services for the purpose of seeking damages and other relief in the Litigation. Client provides authorization to seek appointment as Lead Plaintiff in the class action, while the Attorneys will seek to be appointed Class Counsel. If this occurs, the Litigation will be prosecuted as a class action. B. If you obtain access to non-public information during the pendency of the Litigation, you must not engage in transactions in securities. C. Attorneys are authorized to prosecute the Litigation. The appointed Lead Plaintiffs will monitor, review and participate with counsel in the prosecution of the Litigation. The Attorneys shall consult with the appointed Lead Plaintiffs concerning all major substantive matters related to the Litigation, including, but not limited to, the complaint, dispositive motions and settlement. Because of potential differences of opinion between Clients concerning, among other things, strategy, goals and objectives of the Litigation, the Attorneys shall consult with the appointed Lead Plaintiffs as to the courses of action to pursue. The Client agrees to abide by the decisions of the appointed Lead Plaintiffs, which shall be final and binding on all Clients. D. GPM is given the authority to opt the Client out of any class action proceeding relating to the claims authorized herein and/or pursue the Client claim individually in a group action, if the Client is not appointed Lead Plaintiff and GPM is not appointed Class Counsel. E. The Attorneys shall provide sufficient resources, including attorney time and capital for payment of costs and expenses, to vigorously prosecute the Litigation. F. Any recovery from defendants that the Attorneys are responsible for will be divided among class members based on the recognized loss by each class member as calculated by a damage allocation plan which will be prepared by a financial expert or consultant, provided to the appointed Lead Plaintiffs, be subject to the Court's approval and will account for such factors as size of securities ownership, date of purchase, date of sale and continued holdings, if any. Under the rules governing class action litigation, while the Lead Plaintiffs recover according to the same formula as other class members, the Court may approve, upon application therefore, reimbursement of the Lead Plaintiffs’ reasonable costs and expenses directly related to the representation of the class. Examples are lost wages and travel expenses associated with testifying in the action.
Scope of Engagement Client hereby engages each of Arete and IndieBrokers to act as co-managers of the proposed Offering on a “Best Efforts” basis. Therefore, Client understands that there is no guarantee that the Co-Managers will be able to successfully complete the Offering or successfully assist Client in raising capital and neither Co-Manager has any obligation to purchase or sell any Securities. In addition, Client will be solely responsible for the following: a. Collection and handling of investor funds in a segregated account maintained at a national banking institution (the Co-Managers will not hold or have control over investor funds or securities); b. With respect to potential investors, who inquire through the Masterworks Platform, allocation of potential investors to be solicited by each Co-Manager; c. Execution of securities subscriptions and purchases through the Masterworks Platform; and d. The issuance of Securities directly to investors in the Offering.
Program Monitoring and Evaluation The Recipient shall prepare, or cause to be prepared, and furnish to the Association not later than six months after the Closing Date, a report of such scope and in such detail as the Association shall reasonably request, on the execution of the Program, the performance by the Recipient and the Association of their respective obligations under the Legal Agreements and the accomplishment of the purposes of the Financing.”
Review of Agreement Each party acknowledges that it has had time to review this agreement and, as desired, consult with counsel. In the interpretation of this agreement, no adverse presumption shall be made against any party on the basis that it has prepared, or participated in the preparation of, this agreement.
Enterprise Information Management Standards Grantee shall conform to HHS standards for data management as described by the policies of the HHS Office of Data, Analytics, and Performance. These include, but are not limited to, standards for documentation and communication of data models, metadata, and other data definition methods that are required by HHS for ongoing data governance, strategic portfolio analysis, interoperability planning, and valuation of HHS System data assets.

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