Supply Committee Sample Clauses

Supply Committee. (a) As promptly as practicable following the Closing Date, Aventis and Purchaser shall organize a committee charged with oversight of issues relating to the management of the supplies of Components used in production of the Product (the "SUPPLY COMMITTEE"). The Supply Committee shall be composed of three individuals designated by Purchaser in its discretion and three individuals designated by Aventis in its discretion. The Supply Committee shall meet at least once per calendar quarter, and may conduct its meetings by personal meeting, teleconference, video conference or in any other reasonable manner which allows all persons attending the meeting to communicate effectively with each other. In the event that the supplier of a Component or a Regulatory Authority allocating CFC informs either party about a shortage, stoppage, discontinuance, material price increase or other issue or potential issue that will or may affect the supply of such Component, Purchaser and Aventis hereby agree that such matter shall be an issue coming before the Supply Committee, which shall discuss the steps to be taken (if any) in response to such issue. (b) Anything herein to the contrary notwithstanding, Purchaser, with or without consultation with the Supply Committee members designated by Aventis, shall make all final determinations in its sole and absolute discretion, consistent with applicable Laws and the terms and conditions of this Agreement, with regard to the issues addressed by the Supply Committee or otherwise relating to supplies of Components used in production of the Product (such issues to include, without limitation, the timing and volume of conversion of rubber Components to gaskets and gaskets into valves and the stockpiling of Components). Purchaser hereby acknowledges and agrees that, in so making such final determinations, it shall be entirely responsible for the economic and financial consequences thereof, and shall assume and bear all liabilities of any kind arising in connection therewith, other than any liabilities of any kind arising as a result of the actions taken by Aventis, its Affiliates or its subcontractors which are inconsistent with the provisions of this Section 7.13(b). (c) Aventis hereby agrees that it shall act in accordance with each final determination of the Supply Committee as made by Purchaser (so long as such determination is commercially reasonable with regard to, and shall not otherwise adversely affect, Aventis), and shall cause its...
Sample 1
Supply Committee. After the Effective Date, the Parties shall establish a supply committee (the "Supply Committee"). The Supply Committee shall be comprised of a minimum of two (2) Alkermes employees and two (2) Zogenix employees having appropriate technical credentials, knowledge and experience, or such other number as the Parties may agree. Additional invitees may attend Supply Committee meetings upon the approval of both Alkermes and Zogenix.
Sample 1
Supply Committee. The roles and responsibilities of the Supply Committee shall include the supply of Major Market Combination Product and Branded Region B/C Combination Product, including issues related to supply for Japan and Russia and those responsibilities that are set forth in Section 2.2(c) of the TMC278 Supply Agreement but as applied to the Territory Combination Product rather than TMC278.
Sample 1
Supply Committee. Additionally, after the Effective Date, the Parties shall establish a general oversight committee (the “Supply Committee”). The Supply Committee shall be made up of an equal number of representatives from each Party having appropriate technical credentials, knowledge and experience.
Sample 1
Supply Committee. The roles and responsibilities of the Supply Committee shall include the supply of Major Market Combination Product and Branded Region B/C Combination Product, including issues [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Sample 1
Supply Committee. Promptly following the Effective Date, the Parties shall establish a supply committee which shall be comprised of at least three (3) representatives from each of Zogenix and Supplier representing technical, operations and quality functions having the appropriate credentials, knowledge and experience (the “Supply Committee”).
Sample 1
Supply Committee. Promptly following execution of this Agreement, a committee (the “Supply Committee”) shall be established with appropriate membership from each Party, which shall (at minimum) include the Parties’ respective project managers, which will convene on at least a [**] basis during the [**] of the term of this Agreement and [**] thereafter, or at such intervals as the Parties may agree. The purpose of the Supply Committee shall be to facilitate timely, accurate, and complete communication of matters affecting the Services under this Agreement and informal resolution of issues, including discussion of: 1. Forecasts (including deviations from prior Forecasts), trends and factors which have affected and may affect the accuracy of Forecasts; 2. Issues and problems that may affect the ability of the Parties to perform as expected; and 3. External factors which may affect the supply chain, such as material shortages, shipping delays, and the like. The Supply Committee shall be comprised of production, quality, compliance, planning, and process engineering representatives of both Parties, and/or such other representatives as a Party may reasonably determine appropriate. In any event, the Supply Committee shall consist of an equal number of representatives of Buyer and Manufacturer. In addition to the [**] meetings of the full Supply Committee, each Party’s quality representative(s) on the Supply Committee, as well as any other representatives as a Party may reasonably determine appropriate, shall convene on a [**] basis during the term of the Agreement, or at an alternate interval as the Parties may agree, to review and discuss quality performance and metrics.
Sample 1
Supply Committee. The Parties shall, within thirty (30) days following the Second A&R Agreement Effective Date, establish a Supply Committee (the “Supply Committee”) with equal representation from each Party to oversee the establishment and operation of the commercial supply chain for the Products in the Territory. The Supply Committee shall meet each Calendar Quarter, or as otherwise agreed between the Parties. Decision making shall be by consensus and the team members from each shall jointly have one (1) vote. Disputes at the Supply Committee shall be handled by the China Committee. The Supply Committee shall have a chair selected by FibroGen China. The role of the chair shall be to convene and preside at meetings of the Supply Committee, to prepare and circulate agendas and to ensure the preparation of minutes. The Supply Committee’ responsibilities shall include: (a) Overseeing the construction and qualification of the FibroGen WFOE Beijing plant; (b) Identifying any additional resource or capabilities needed to deliver the plant; (c) Discussing and agreeing on the process for Manufacture of the Product in the Territory; (d) Defining a China supply strategy for the Products in the Territory; (e) Carrying out the supplier selection process and recommending suitable CMOs to the China Committee; (f) Overseeing supply chain performance for the Products in the Territory; (g) Identifying, discussing, and agreeing, in good faith, upon cost reduction and efficiency improvement opportunities as described in Exhibit D; (h) Discussing, preparing, and approving for submission to the China Committee for approval, annual and interim amendments to the Manufacturing Plan for each Product for the Territory; (i) Overseeing the implementation of the Manufacturing Plan; (j) Monitoring logistical strategies, capacity planning, inventory levels for each Product for consistency with the forecasts or each Product in the Territory; (k) Developing and agreeing to terms for the receiving, accepting and filling of orders and the delivery of the First Product to Third Parties by JVCo in the JV Territory; and (l) Engaging in any other activities or assuming any other responsibilities delegated to it by the China Committee or as set forth in this Agreement or in the Supply Agreement.
Sample 1
Supply Committee 
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Related to Supply Committee

  • Safety Committee 63.1 Where a Health and Safety Committee is established on a job in accordance with section 72 of the OHS Act, it shall include the Employer’s Site Safety Supervisor and the Health and Safety Representative/s. 63.2 The Health and Safety Committee may, by agreement, include additional Workers’ Representatives and Employer Representatives of significant sub- contractors. 63.3 The Health and Safety Committee shall meet at least once every three (3) months and otherwise as often as is necessary to provide an overview of safety on the job, and assist in the promotion of a safe working environment on the job site. 63.4 The Safety Committee shall minute the meetings and determine an action plan for the rectification of unsafe items.

  • Technical Committee 1. The Technical Committee shall comprise: (a) nine experts representing different regions of the Agreement Area, in accordance with a balanced geographical distribution; (b) one representative from the International Union for Conservation of Nature and Natural Resources (IUCN), one from the International Waterfowl and Wetlands Research Bureau (IWRB) and one from the International Council for Game and Wildlife Conservation (CIC); and (c) one expert from each of the following fields: rural economics, game management, and environmental law. The procedure for the appointment of the experts, the term of their appointment and the procedure for designation of the Chairman of the Technical Committee shall be determined by the Meeting of the Parties. The Chairman may admit a maximum of four observers from specialized international inter- governmental and non-governmental organizations. 2. Unless the Meeting of the Parties decides otherwise, meetings of the Technical Committee shall be convened by the Agreement secretariat in conjunction with each ordinary session of the Meeting of the Parties and at least once between ordinary sessions of the Meeting of the Parties. 3. The Technical Committee shall: (a) provide scientific and technical advice and information to the Meeting of the Parties and, through the Agreement secretariat, to Parties; (b) make recommendations to the Meeting of the Parties concerning the Action Plan, implementation of the Agreement and further research to be carried out; (c) prepare for each ordinary session of the Meeting of the Parties a report on its activities, which shall be submitted to the Agreement secretariat not less than one hundred and twenty days before the session of the Meeting of the Parties, and copies shall be circulated forthwith by the Agreement secretariat to the Parties; and (d) carry out any other tasks referred to it by the Meeting of the Parties. 4. Where in the opinion of the Technical Committee there has arisen an emergency which requires the adoption of immediate measures to avoid deterioration of the conservation status of one or more migratory waterbird species, the Technical Committee may request the Agreement secretariat to convene urgently a meeting of the Parties concerned. These Parties shall meet as soon as possible thereafter to establish rapidly a mechanism to give protection to the species identified as being subject to particularly adverse threat. Where a recommendation has been adopted at such a meeting, the Parties concerned shall inform each other and the Agreement secretariat of measures they have taken to implement it, or of the reasons why the recommendation could not be implemented. 5. The Technical Committee may establish such working groups as may be necessary to deal with specific tasks.

  • Training Committee The parties to this Agreement may form a Training Committee. The Training Committee will be constituted by equal numbers of Employer nominees and ETU employee representatives and have a charter which clearly states its role and responsibilities. It shall monitor the clauses of this Agreement which relate to training and ensure all employees have equal access to training.

  • Steering Committee 3.1 The Parties shall form a steering committee (the “Steering Committee”), which shall analyse and develop potential areas of strategic cooperation between the Parties and oversee the Parties’ cooperation in these areas. 3.2 The Steering Committee shall consist of three representatives of QIWI Group and three representatives of Otkritie (each, a “Committee Member”). The representatives shall include: (a) at least one representative from Otkritie occupying the position of Chief Executive Officer or the Chairman of the Management Board or similar within Otkritie Holding JSC, PJSC Khanty-Mansiysk Bank Otkritie or JSC Bank Otkritie Financial Corporation; and (b) QIWI’s Chief Executive Officer. Each of Otkritie and QIWI Group shall have the exclusive right to remove and replace any of its designees to the Steering Committee at any time by notice to the other party. 3.3 The Steering Committee shall meet at least once in each month and as otherwise agreed between Committee Member. Such meetings shall take place in Moscow, in a location agreed by Otkritie and QIWI Group or by telephone. 3.4 The presence of four Committee Members, including two representatives of Otkritie and two representatives of QIWI Group, shall constitute a quorum. 3.5 The Steering Committee shall validly act only at a duly convened meeting with the approval of at least four (4) of the Committee Members present at such meeting. Upon the approval of a proposal by the Steering Committee, the Steering Committee shall present such proposal to the respective governing body of each Otkritie and of QIWI for approval. For the avoidance of doubt, no decision of the Steering Committee shall be binding on the Parties unless, and the Parties are only required to act upon any decision of the Steering Committee if and to the extent that, such decision is properly approved/ratified by the relevant governing bodies of both Otkritie and QIWI. 3.6 The Parties agree that the following items are potential areas of joint cooperation to be discussed, among other matters, at Steering Committee meetings: (a) Participation of Otkritie as a privileged party in banking projects established by QIWI where QIWI seeks a banking partner; (b) Subject to Applicable Law, commercial terms for QIWI to provide consumer scoring data it has collected to Otkritie; (c) Commercial terms for Otkritie to act as settlement bank of NKO Rapida in accordance with Clause 4.1; (d) Commercial terms relating to the amounts of deposits to be placed by NKO Rapida in Otkritie; (e) Separation of NKO Rapida’s digital wallet business from the core business of NKO Rapida; (f) Commercial terms of cooperation of the parties in the areas of pre-paid cards and loyalty programs; (g) Commercial terms of the use by Otkritie of the NKO Rapida brands owned by QIWI Group; and (h) Commercial terms of the potential sale of the NKO Rapida’s banking license to Otkritie. 3.7 The Parties agree and acknowledge that no agreement has been reached between the Parties with respect to any of the matters referenced in Clause 3.6, the matters in Clause 3.6 merely reflects potential areas of discussion for the Steering Committee. 3.8 Notwithstanding anything to the contrary, nothing in this Agreement shall be deemed or construed as QIWI and Otkritie having reached a binding agreement in respect of any items listed in Clause 3.6. 3.9 The Parties agree and acknowledge that the Steering Committee shall not represent an exclusive forum through which any of the matters set forth in Clause 3.6 may be discussed between the Parties and that the Parties may reach agreement with respect to any of the matters set forth in Clause 3.6 or any other matter without Steering Committee approval or action.

  • Joint Commercialization Committee (i) The JCC shall oversee Commercialization of JAK Licensed Products in the Field worldwide. As soon as practicable following the Effective Date (but in no event more than thirty (30) days following the Effective Date), each Party shall designate its initial three (3) representatives on the JCC. The JCC shall be composed of appropriate and key executives of Novartis together with an equal number of appropriate and key executives from Incyte. Novartis and Incyte shall each appoint a person from among its representatives on the JCC to serve as the co-chairperson of the JCC. The co-chairpersons shall not have any greater authority than any other representative on the JCC and shall conduct the following activities of the JCC: (A) calling meetings of the JCC; (B) preparing and issuing minutes of each such meeting within thirty (30) days thereafter; (C) preparing and circulating an agenda for the upcoming meeting; and (D) ensuring that any decision-making delegated to the JCC is carried out in accordance with Section 3.5. (ii) The JCC shall be responsible for: (A) overseeing, reviewing and coordinating the Commercialization of JAK Licensed Products in the Field worldwide; (B) developing and overseeing the Global Branding Strategy; (C) setting overall strategic objectives and plans related to Commercialization of JAK Licensed Products in the Field worldwide; (D) reviewing, commenting on and approving the Promotional Plan; (E) reviewing Commercialization issues for JAK Licensed Products in the Field in the Novartis Territory that will have an impact on Commercialization of JAK Licensed Products in the Field in the Incyte Territory; (F) reviewing Commercialization issues for JAK Licensed Products in the Field in the Incyte Territory that will have an impact on Commercialization of JAK Licensed Products in the Field in the Novartis Territory; (G) providing a forum for the Parties to discuss the Commercialization of JAK Licensed Products in the Field worldwide; and (H) such other responsibilities as may be assigned to the JCC pursuant to this Agreement or as may be mutually agreed upon by the Parties from time to time.

  • Joint Safety Committee (a) The Union and the Company shall cooperate in selecting one or more Safety Committees, which will meet at least once a month to consider all safety and occupational health problems. (b) The local Joint Safety Committee shall consist of equal representation from Company and Union. This Committee shall meet at least once a month to consider all safety and occupational health problems.

  • Safety Committees Joint employee-elected and Employer appointed safety committees shall be formed in accord with WISHA requirements and following University of Washington policy. The Union is entitled to representation on the University-wide or specific organizational or divisional committees where bargaining unit employees are working. Any department or unit committee also dealing with health and safety issues in work areas shall appropriately involve bargaining unit employees. Participation in safety and health committees, including meeting time, health and safety research, work on committee assignments, seminars, and classes will be considered time worked for all employees in accordance with University policy. Release time must be arranged with supervisors in advance. When the committee makes a recommendation that requires action or approval beyond its scope of authority, the Employer will communicate its disposition of the formal written recommendation within thirty (30) days.

  • Joint Committee 10.1 The Councils shall form the joint committee ("Joint Committee") for the purpose of overseeing and co-ordinating the discharge of the Councils' obligations in relation to the City Deal and to carry out the functions set out in Schedule 2 (Joint Committee Terms of Reference) and the Joint Committee shall be known as the "Cardiff Capital Region Joint Cabinet", "Joint Cabinet" or "Regional Cabinet" (as the context requires). 10.2 The Joint Committee may carry out such other functions as the Councils determine from time to time and approve as a "Matter Reserved To The Councils". 10.3 The Joint Committee shall not have power to approve any "Matter Reserved To The Councils" pursuant of Clause 9.1.3 ("Matter Reserved To The Councils"). 10.4 Each Council shall appoint one (1) elected member representative to the Joint Committee. The Chairperson of the Joint Committee shall be an elected member representative of a Council appointed to the Joint Committee and shall rotate amongst the Councils on an annual basis. 10.5 Each Council shall be entitled from time to time to appoint a deputy for its representative but such deputy (in each case) shall only be entitled to attend meetings of the Joint Committee in the absence of his or her corresponding principal. 10.6 Each Council shall be entitled to invite appropriate third parties to observe Joint Committee Meetings and such third parties shall be entitled to take part in such Joint Committee Meetings at the discretion of the Chairperson of the Joint Committee. Such observers shall not have a vote. 10.7 The Regional Programme Director shall attend the Joint Committee meetings but shall not have the right to vote on any Joint Committee Matters. 10.8 Each Council may, at their discretion, replace their representatives (and their respective deputies) appointed to the Joint Committee, provided that:- 10.8.1 at all times, they have representatives appointed to the Joint Committee in accordance with the roles identified in Schedule 2 (Joint Committee Terms of Reference); and 10.8.2 any such replacement shall have no lesser status or authority than that set out in Schedule 2 (Joint Committee Terms of Reference) unless otherwise agreed by the Councils. 10.9 The Joint Committee shall meet on at least a quarterly basis during the second Accounting Period and thereafter as and when required in accordance with the timetable for the City Deal and, in any event, at appropriate times and on reasonable notice (to be issued through the Regional Programme Director) to carry out the Joint Committee Matters referred to in Schedule 1 (Delegations Policy) and in carrying out such activities. 10.10 The Regional Programme Director shall circulate a meeting agenda and any relevant information wherever possible at least five (5) Business Days prior to the Joint Committee meeting and any representative may add to the meeting agenda (i) prior to the Joint Committee meeting by written request to the Regional Programme Director and/or (ii) by request to the Chairperson at the start of the Joint Committee meeting. 10.11 The quorum necessary for a Joint Committee meeting shall be an elected member or appropriate deputy appointed pursuant to Clause 10.5 (Joint Committee) from at least seven (7) of the Councils at the relevant time. 10.12 At meetings of the Joint Committee each elected member or appropriate deputy appointed pursuant to Clause 10.5 (Joint Committee) above from each Council shall have one vote. The Chairperson shall be granted a casting vote provided always that the Councils agree and acknowledge that the Chairperson shall not under any circumstances exercise such casting vote. Decisions at meetings of the Joint Committee will be taken by a majority vote of a quorate meeting. The Regional Programme Director shall not have a vote. 10.13 If, at a meeting of the Joint Committee, a matter is not determined pursuant to Clause 10.12 above, that matter ("JC Unresolved Matter") shall be deferred for consideration at the next Joint Committee meeting which shall be convened within ten (10) Business Days of that meeting. If at the reconvened Joint Committee meeting the JC Unresolved Matter is not determined, the JC Unresolved Matter shall become a "Matter Reserved To The Councils" and shall be deferred for consideration by each Council. Each Council shall each use its reasonable endeavours to convene a full Council meeting of its councillors as soon as reasonably practicable and in any event within three (3) weeks of the Joint Committee Meeting. Where a JC Unresolved Matter is referred to each Council as a "Matter Reserved to each Council" and is not approved unanimously by each Council, the JC Unresolved Matter shall not be agreed and shall not be implemented by the Joint Committee. 10.14 Each Council shall provide all information reasonably required upon request by the Joint Committee to the Regional Programme Director and shall comply with any decisions of the Joint Committee to request such information. 10.15 Each Council shall consult with the other Councils to ensure the diligent progress of the day to day matters relating to the discharge of the Councils' obligations in relation to the City Deal. 10.16 Where a Council wishes to provide any information and/or serve a notice or demand on the Joint Committee, this should be served on the Regional Programme Director in accordance with Clause 23.3 (Notices). The Regional Programme Director shall keep a record of all information, notices and demands received and shall update each representative promptly. 10.17 The Councils agree and acknowledge that the Joint Committee shall adopt the Accountable Body's prevailing contract standing orders, financial procedure rules, codes of conduct and such other applicable policies and procedures for and behalf of the Councils in the discharge of its obligations under this Agreement.

  • Selection Committee A. Each building site will appoint a selection committee for the TLS. The committee shall be comprised of equal numbers of teachers and administrators and at least one teacher will be appointed by the Des Moines Education Association. B. The committee will accept and review application for a TLS position and will make recommendations to the hiring administrator. In developing recommendations, the committee will utilize measures of teacher effectiveness and professional growth, consider the needs of the school district and review the performance and professional development of the applicants. Teachers who are selected must meet all of the qualification contained in the TLS grant and contained in the law.

  • Joint Steering Committee Promptly after the Effective Date, the Parties will form a Joint Steering Committee (the “JSC”) composed of an equal number of employees of each of Curis and Genentech, but in no event to exceed four (4) members from each Party. The JSC shall determine the specific goals for the Collaboration, shall manage the ongoing research conducted under the Collaboration in accordance with the Research Plan, shall monitor the progress and results of such work, and shall oversee and coordinate the development and commercialization of Compounds (other than Collaboration Products); provided, however, that the JSC shall not have decision-making authority with respect to the development and commercialization of Collaboration Products, which shall be governed by the CSC. The presence of at least one (1) representative of each Party shall constitute a quorum for the conduct of any JSC meeting. All decisions of the JSC shall require unanimous approval, with the representatives of each Party collectively having one (1) vote, provided in the event of a deadlock, the issue shall be referred to the Chief Executive Officer of Curis and the Senior Vice President of Research of Genentech, or their respective designees, who shall promptly meet and attempt in good faith to resolve such issue within thirty (30) days. If such executives cannot resolve such matter, then Genentech shall have final decision-making authority with regard to decisions regarding the Collaboration (including, without limitation, the JSC’s designation of a Compound as either a Lead Product or Excluded Product); provided, however, that in no event shall Genentech have the right or power to take any of the following actions without the approval of Curis’ representatives on the JSC: (a) approve the initial Research Plan (an outline of which has been agreed upon by the Parties as of the Effective Date); (b) amend or modify this Agreement or the Research Plan; (c) resolve any such matter in a manner that conflicts with the provisions of this Agreement (including, without limitation, the Research Plan); (d) make any decision with respect to the development or commercialization of Curis Products; or (e) make any decision with respect to the prosecution, maintenance, defense or enforcement of any Curis Patents. The JSC shall meet at such frequency as the JSC agrees, except that, until the filing of the first IND for a Lead Product utilizing Systemic Delivery in a Major Market, the JSC shall meet on at least a quarterly basis. Meetings of the JSC, and JSC dispute resolution meetings between Curis’ Chief Executive Officer and Genentech’s Senior Vice President of Research (or their designees), may be conducted by videoconference, teleconference or in person, as agreed by the Parties, and the Parties shall agree upon the time and place of meetings. A reasonable number of additional representatives of a Party may attend meetings of the JSC in a non-voting capacity. The JSC shall exist for so long as either any work is being conducted under the Research Plan or any Compound is being developed or commercialized by Genentech, Curis, or any of their respective Affiliate(s) or sublicensee(s) in any Major Market. The JSC shall also be responsible for designating one or more representatives of each Party with expertise in patent law (which individuals need not be members of the JSC) to oversee intellectual property matters relating to the Collaboration, subject to the provisions of Article 10, and such patent committee shall coordinate with and report to the JSC.

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