Steering Committee. A. CIFNAL/ICBFN shall be managed by a Steering Committee comprised of elected representatives from the membership.
B. The Steering Committee is empowered to conduct the business of CIFNAL/ICBFN in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects.
C. The Steering Committee shall consist of at least five representatives of CIFNAL/ICBFN.
1. Four representatives shall be elected to at-large positions on the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institution.
2. The Chair of CIFNAL/ICBFN shall chair the Steering Committee.
3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms.
4. A representative of CRL shall serve as an ex officio member of the Steering Committee.
D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee.
E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members.
F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting.
G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.
Steering Committee. Within twenty (20) calendar days from the Effective Date, the parties will form a Steering Committee consisting of three (3) people from each party (the “Steering Committee”). A representative from each party shall serve as co-chairpersons of the Steering Committee. The Steering Committee may establish one or more subcommittees as appropriate. The Steering Committee shall meet at least quarterly, and shall document their meetings in written minutes, to:
(a) review the sales, marketing and distribution of the Product in the Territory, including a review and update of the Sales, Marketing and Distribution Plan at least annually;
(b) discuss actions to xxxxxx the attainment of sales objectives;
(c) review current marketing, distribution, sales and pricing strategies, including amount and form of discount and rebate programs;
(d) coordinate activities between Sankyo and Cygnus, its Affiliates, designees, licensees and/or its sublicensees who are promoting the Product for Cygnus pursuant to Section 2.1(ii);
(e) review Sankyo’s efforts to develop and implement strategies of institutional, governmental and managed care marketing and contracting;
(f) review Cygnus’ obligations under Section 5.1 and receive updates from Cygnus on other significant activities relating to its obligations under Section 5.1, including an annual review of Cygnus Intellectual Property Rights in the Territory;
(g) review Cygnus’ proposed product development as set forth in Section 5.1(h) in light of marketing issues regarding the Product;
(h) review Sankyo’s obligations under Section 4.1;
(i) review, and if necessary, amend the schedule set forth in Exhibit C hereto;
(j) resolve any disputes pursuant to Section 7.1; and
(k) agree upon the initial Sales, Marketing and Distribution Plan. Each party may change its members of the Steering Committee at any time upon written notice, and each party will cause its members of the Steering Committee to act reasonably, in good faith and consistent with the terms and conditions of this Agreement. The Steering Committee may take action only by the unanimous written consent of all members, as indicated by all members signing the written minutes. If an issue remains unresolved after good faith consideration by the Steering Committee for thirty (30) calendar days, any Steering Committee member may submit it to the Executive Officers of the parties for resolution. The initial Sales, Marketing and Distribution Plan shall be mutually agreed upon by Sankyo a...
Steering Committee. Within a reasonable period of time after the Effective Date, Orphan Medical and Celltech shall form a Steering Committee made up of commercial and technical employees from both companies that shall have certain decision-making authority, and provide oversight for the administration of this Agreement. Each party shall maintain two (2) members on the Steering Committee with other members added as needed. The parties shall each select one of its representatives to serve as a co-chairperson of the Steering Committee. The Steering Committee shall have the authority to conduct the following activities and such other activities as may be agreed to in writing by the parties: (a) review ongoing regulatory issues, (b) review the medical aspects of standards of care in the Territory, (c) review clinical developments across territories, (d) review marketing campaigns and new marketing plans, (e) review sales activities and results, (f) review aspects of Product manufacturing campaigns and Product forecasts, consignment and non-consignment inventory stocks and ordering, and (g) review the arrangement for distributing Product on a Named Patient Basis. In the event and to the extent that the Steering Committee is unable to come to a consensus on any matter relating to the development or manufacture of the Product or the Registration, packaging, labeling, promoting, marketing, sale or distribution of the Product outside the Territory, the views of the Orphan Medical Steering Committee members shall prevail. In the event and to the extent that the Steering Committee is unable to come to a consensus on any matter relating to the Registration, packaging, labeling, promoting, marketing, sale or distribution of the Product within the Territory, the views of the Celltech Steering Committee members shall prevail. Notwithstanding the foregoing, in the event a particular matter for which there is no consensus of the Steering Committee could, in the good faith judgment of the party who does not have the ultimate decision making authority as to such matter (as provided in the previous two sentences), materially affect the rights or obligations under this Agreement of such party, Orphan Medical and Celltech agree to use Commercially Reasonable Efforts to resolve the matter in a manner which will minimize the impact on such rights or obligations of such party. During each Contract Year, the parties shall hold at least four (4) regular meetings of the Steering Committee. Members of the...
Steering Committee. Each Party shall name a mutually agreed upon equal number of representatives for the Steering Committee, which shall meet twice per calendar year, or as otherwise mutually agreed by the Parties. In the event that a Steering Committee dispute cannot be resolved, such dispute shall be escalated to a senior executive of each of Customer and Lonza. The primary function of the Steering Committee is to ensure the ongoing communication between the Parties and discuss and resolve any issues arising under this Agreement. In addition to the primary function described above, the Steering Committee shall also take on the following responsibilities:
3.3.1 discuss and seek resolution of issues around management of the Services;
3.3.2 agree and monitor deadlines and milestones for the Services; and
3.3.3 discuss and recommend any changes to the Services (although such changes will not take effect until they have been incorporated into a written amendment to the Project Plan which has been signed by the Parties).
Steering Committee. The Project Manager shall set up a Steering Committee for the Project, consisting of representatives from the Department, the Contractor, and any other key organisations whom the project will impact on, to be agreed between the parties. The function of the Steering Committee shall be to review the scope and direction of the Project against its aims and objectives, monitor progress and efficiency, and assess, manage and review expected impact and use of the findings from the Project against an agreed Project Communication Plan, through the standard Department Communication Plan Template. The Committee shall meet at times and dates agreed by the parties, or in the absence of agreement, specified by the Department. The Contractor’s representatives on the Steering Committee shall report their views on the progress of the Project to the Steering Committee in writing if requested by the Department. The Contractor’s representatives on the Steering Committee shall attend all meetings of the Steering Committee unless otherwise agreed by the Department.
Steering Committee. In addition to the rules in Section 6.2, the following rules shall apply:
Steering Committee. No later than ten days after the Effective Date, the parties will establish a joint steering committee (the "Steering Committee"). The Steering Committee will manage the Collaborative Program and will (i) provide strategic direction and performance criteria for the Collaborative Program; (ii) monitor progress and communicate status of the Collaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; and (iv) will continue to communicate following the Collaborative Period regarding the development and commercialization of Products and New Products. The Steering Committee will consist of not less than two representatives designated by Senomyx and not less than two representatives designated by Xxxxxxxx, as the parties shall agree from time to time. Each member of the Steering Committee will have one vote. Scientific and management authority and responsibility for activities conducted under the Collaborative Protocol will be governed by the Steering Committee. The Steering Committee will meet no later than thirty days after the Effective Date and at least four times per year during the Term of the Agreement using mutually agreed upon meeting locations and formats including tele-conferencing and video-conferencing. Each party shall bear its own expenses relating to the meetings and activities of the Steering Committee. On an alternating basis, one party will promptly prepare and deliver to the members of the Steering Committee minutes of such meetings for review and approval of both parties. Each party may change their individual members of the Steering Committee as each may deem to be advisable from time to time with prior approval of the Steering Committee, so long as there are always an equal number of representatives from each party. Decisions in the Steering Committee will be made by unanimous vote, at a meeting where all voting representatives are present. All unresolved disputes will be settled in accordance with Section 16.4, or as otherwise mutually agreed upon in writing.
Steering Committee. The Project Manager shall set up a Steering Committee for the Project, consisting of representatives from the Department, the Contractor, and any other key organisations whom the project will impact on, to be agreed between the parties. The function of the Steering Committee shall be to review the scope and direction of the Project against its aims and objectives, monitor progress and efficiency, and assess, manage and review expected impact and use of the findings from the Project. The Committee shall meet at times and dates agreed by the parties, or in the absence of agreement, specified by the Department. The Contractor’s representatives on the Steering Committee shall report their views on the progress of the Project to the Steering Committee in writing if requested by the Department. The Contractor’s representatives on the Steering Committee shall attend all meetings of the Steering Committee unless otherwise agreed by the Department.
Steering Committee. The co-ordinating and governing body of this Voluntary Agreement, appointed in accordance with the principles set out in Section10.
Steering Committee. The Steering Committee is responsible for evaluating Project Proposals submitted by Participants, selecting the projects to be undertaken by the Program, and determining whether the projects are appropriate for development as an American National Standard. The Steering Committee is thus charged with implementing the strategic direction given to the Program by the Director and the Participants by selecting projects consistent with those strategic goals. The Steering Committee shall make its determinations using the guidelines set forth in these Governing Documents and as otherwise may be promulgated by the Director. The Steering Committee shall also provide recommendations to the Director regarding the relative priority of different Project Proposals and provide counsel and advice to the Director on such other issues as the Director may request. The Steering Committee shall assume such further responsibilities as the Director may from time to time direct. The Steering Committee shall use reasonable efforts to perform its responsibilities under the Governing Documents, to encourage compliance with the Governing Documents by all Participants, and to promote proper use of the Program’s intellectual property rights, in accordance with, and subject to, the needs of the Program in the context of its overall mission. The Steering Committee may establish one or more subcommittees to assist it in carrying out its responsibilities. Except as provided in the Operating Procedures, a majority of the Steering Committee voting at a meeting is required to take or approve any action. A majority of the Steering Committee shall constitute a quorum for voting purposes. The Steering Committee consists of individuals appointed by the Director and the Director. There are no formal prerequisites to serve on the Steering Committee, although an effort will be made by the Director to include individuals on the Steering Committee who have technical and other expertise relevant to the Steering Committee’s responsibilities. To ensure fair representation of the varied groups that comprise the Program, seats on the Steering Committee will be divided in the following manner: Non-Profit Organizations 3 seats For-Profit Industry Partners 3 seats AAMC 1 seat Government 1 seat Health Professions Education and Training Programs 4 seats Director 1 seat If a seat cannot be appointed to an individual representing a government agency Participating Organization, that seat may be appointed to a non-p...
