Example ContractsClausesComposition of the Jsc
Composition of the Jsc
Composition of the Jsc contract clause examples

Discontinuation of the JSC. The activities to be performed by the JSC shall solely relate to governance under this Agreement, and are not intended to be or involve the delivery of services. The JSC shall continue to exist until the first to occur of: # the date when the Parties mutually agree to disband the JSC, and # the date when either Party provides written notice to the other Party of its intention to disband and no longer participate in the JSC. Once the Parties mutually agree or either Party has provided the other Party with such written notice to disband the JSC, the JSC shall have no further obligations under this Agreement; provided, however, that the Parties may re-establish the new JSC after the disbandment of the former one upon the request of either Party. After the disbandment of the JSC, each Party shall designate a contact person for the exchange of information under this Agreement or such exchange of information shall be made through the Liaison, and decisions of the JSC shall be decisions as between the Parties, subject to the other terms and conditions of this Agreement. In the event the JSC is disbanded as provided above, any decisions that are designated under this Agreement as being subject to the review, discussion or decision-making of the JSC shall be subject to the review, discussion or decision-making of the Parties directly.

Term of the JSC. The JSC shall meet in accordance with [Section 7.6.2] (Meetings) for the Term.

Duration of the JSC. The JSC will disband upon the completion or earlier termination of both the Research Program and Initial Development Program.

Responsibilities of the JSC. The JSC shall be responsible for performing the following functions:

Composition of the Committee. Except as otherwise determined by the Board, the Committee shall consist of two or more Directors appointed to such committee from time to time by the Board. To the extent deemed necessary or appropriate by the Board, the Committee shall consist solely of at least two Directors who are Non-Employee Directors and are “independent directors” under any applicable exchange requirements. The Board shall have discretion to determine whether or not it intends to comply with the exemption requirements of Rule 16b-3; however, if the Board intends to satisfy such exemption requirements, with respect to any insider subject to Section 16 of the Exchange Act, the Committee shall be a compensation committee of the Board that at all times consists solely of two or more Non-Employee Directors. Nothing herein shall create an inference that an Award is not validly granted under the Plan in the event Awards are granted under the Plan by a committee of the Board that does not at all times consist solely of two or more Non-Employee Directors.

The JSC shall have the responsibility and authority to:

Composition of the JSC. The Research Plan will be conducted under the direction of the JSC, which will consist of up to ​ representatives of Fulcrum and up to ​

Composition of the JSC. The Research Plan will be conducted under the direction of the JSC, which will consist of up to ​ representatives of Fulcrum and up to ​ representatives of Acceleron. Each Party will appoint its respective representatives to the JSC from time to time, and may substitute one or more of its representatives, in its sole discretion, effective upon notice to the other Party of such change. Each Party will have at least one (1) JSC representative who is a senior employee, and all JSC representatives will be employees of the relevant Party and have appropriate expertise and ongoing familiarity with the Research Plan. Additional non-voting representatives or consultants may from time to time, by mutual consent of the Parties, be invited to attend JSC meetings, subject to all representatives (including the designated voting representatives) and consultants entering into binding, written confidentiality obligations (which may have been executed prior to the Effective Date) that require such representatives and consultants to comply with the requirements of [Article 11] (Confidentiality). Each Party will bear its own expenses relating to attendance at JSC meetings by its representatives.

Responsibilities of the JSC. The JSC shall perform the following functions:

JSC Formation; Composition. If Janssen exercises any Commercial Option in accordance with Section 4.3, the Parties shall establish a joint steering committee (theJSC”) to discuss and communicate regarding Janssen’s global clinical Development and Commercialization of Licensed Products. The Parties shall use ​ Efforts to establish the JSC within ​ days after Janssen’s first exercise of the Commercial Option with respect to any Collaboration Candidate. The JSC shall be composed of at least three (3) senior executives from each Party. Each Party may change its JSC representatives from time to time in its sole discretion, effective upon written notice to the other Party of such change.

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