Example ContractsClausesDiscontinuation of Committees
Discontinuation of Committees
Discontinuation of Committees contract clause examples

Committees. As soon as practicable (but not later than 10 Business Days after execution of the Joint Development & Commercialization Agreement, the Parties will establish a joint steering committee (the “JSC”) to provide high-level oversight and decision-making regarding the activities of the Parties under the Joint Development & Commercialization Agreement. The JSC shall be comprised of three (3) representatives (or such other number of representatives as the Parties may agree) from each of [[Organization A:Organization]] and CRISPR. Each Party shall provide the other with a list of its initial members of the JSC on the Effective Date. Each Party may replace any or all of its representatives on the JSC at any time upon written notice to the other Party. Each representative of each Party shall have appropriate expertise in the pharmaceutical business or drug discovery and development. Any member of the JSC may designate a substitute to attend and perform the functions of that member at any meeting of the JSC. Each Party may, in its reasonable discretion, invite non-member representatives of such Party to attend meetings of the JSC as a non-voting participant, subject to the confidentiality obligations described in Article 12 below. The Parties shall designate a chairperson (each, a “Chairperson”) to oversee the operation of the JSC, each such Chairperson to serve a ​. The right to name the Chairperson shall alternate between the Parties, with CRISPR designating the first such Chairperson. The JSC’s responsibilities will include # reviewing and overseeing the overall global Development, Manufacture and Commercialization of the Products in the Field, # overseeing the joint development committee (the “JDC”) and a joint commercialization committee (the “JCC”) and any other committees and working groups established with respect to the Product and resolving matters on which the JDC, JCC or such committees and working groups are unable to reach consensus and # performing such other functions as may be established in the Joint Development & Commercialization Agreement.

Discontinuation of Committees. The activities to be performed by each Committee shall solely relate to governance under this Agreement, and are not intended to be or involve the delivery of services. Each Committee shall continue to exist until the first to occur of: # the Parties mutually agreeing to disband such Committee; or # [[Cytokinetics:Organization]] providing written notice to Ji Xing of its intention to disband and no longer participate in such Committee. Once the Parties mutually agree or [[Cytokinetics:Organization]] has provided written notice to disband any Committee, such Committee shall have no further obligations under this Agreement and, thereafter, the Alliance Managers shall be the contact persons for the exchange of information under this Agreement and decisions of such Committee shall be decisions as between the Parties, subject to the same respective decision-making rights and limitations set forth in Section 3.9 and other terms and conditions of this Agreement.

Discontinuation of Committees. The activities to be performed by each Committee shall solely relate to governance under this Agreement, and are not intended to be or involve the delivery of services. Each Committee shall continue to exist until the first to occur of: # the Parties mutually agreeing to disband such Committee; or # [[Cytokinetics:Organization]] providing written notice to Ji Xing of its intention to disband and no longer participate in such Committee. Once the Parties mutually agree or [[Cytokinetics:Organization]] has provided written notice to disband any Committee, such Committee shall have no further obligations under this Agreement and, thereafter, the Alliance Managers shall be the contact persons for the exchange of information under this Agreement and decisions of such Committee shall be decisions as between the Parties, subject to the same respective decision-making rights and limitations set forth in Section 3.9 and other terms and conditions of this Agreement.

Discontinuation of Committees. The activities to be performed by each Committee shall solely relate to governance and information sharing under this Agreement, and are not intended to be, or involve the delivery of, services. Each Committee shall continue to exist for so long as this Agreement provides, unless and until the first to occur of: # the Parties mutually agreeing to disband the Committee; or # Fate providing written notice to Janssen of its intention to disband and no longer participate in such Committee. Once the Parties mutually agree or Fate has provided written notice to disband such Committee, such Committee shall have no further authority or duties under this Agreement. Thereafter, # each Party shall designate a contact person for the exchange of information previously exchanged through such Committee, and # any decisions that are designated under this Agreement as being subject to the review or approval of such Committee shall be made by mutual agreement of the Parties directly (other than any matter that was subject to the final decision-making authority of a Party under [Section 2.1.3(b)] or Section 2.2.3 of this Agreement or [Section 2.6.4] of the Profit Share Product Exhibit, which shall be made directly by such Party), subject to the other terms and conditions of this Agreement.

Discontinuation of the Committees. The activities to be performed by each Committee shall solely relate to governance under this Agreement and are not intended to be or involve the delivery of services. Each Committee shall continue to exist until the first to occur of # the Parties mutually agree to disband such Committee or # Ovid provides written notice to Licensee of its intention to disband and no longer participate in such Committee. Once the Parties mutually agree or Ovid has provided written notice to disband a Committee, such Committee shall have no further obligations under this Agreement and, thereafter, each Party shall designate a contact person for the exchange of information under this Agreement or such exchange of information shall be made through Alliance Managers, and decisions of such Committee shall be decisions as between the Parties, subject to the other terms and conditions of this Agreement. ​.

Discontinuation of the Committees. The activities to be performed by each Committee shall solely relate to governance under this Agreement and are not intended to be or involve the delivery of services. Each Committee shall continue to exist until the first to occur of # the Parties mutually agree to disband such Committee or # Ovid provides written notice to Licensee of its intention to disband and no longer participate in such Committee. Once the Parties mutually agree or Ovid has provided written notice to disband a Committee, such Committee shall have no further obligations under this Agreement and, thereafter, each Party shall designate a contact person for the exchange of information under this Agreement or such exchange of information shall be made through Alliance Managers, and decisions of such Committee shall be decisions as between the Parties, subject to the other terms and conditions of this Agreement. ​.

Committees. In addition to the JSC, the Parties agree to establish, for the purposes specified herein, a Joint Development Committee (the “JDC”), a Joint Commercialization Committee (the “JCC”), a Joint Manufacturing Committee (“JMC”), a Joint Finance Committee (the “JFC”) and such other committees or sub-committees as the Parties deem appropriate. The other Committees shall be established by the JSC at the times determined appropriate by the JSC. It is understood that the Parties may wish to establish multiple Committees reporting to the JSC, JDC, JFC and JCC with responsibility for different Co-Funding Products. The roles and responsibilities of each Committee are set forth in this Agreement (or as may be determined by the JSC for Committees established in the future and not described herein) and may be further designated by the JSC. From time to time, each

Discontinuation. In the event that Everest (including its Affiliates and their respective Sublicensees) discontinues Development or Commercialization of any Licensed Product in the Territory, then # the license of NPLH Licensed Technology to Everest under Section 2.1 (License to Everest) as to such Licensed Product shall be terminated; # Everest shall, at its expense, return all NPLH Development Data and NPLH Regulatory Documentation Portions of the exhibit, indicated by the mark “​,” were omitted and have been filed separately with the

Discontinuation. The JSC, JDC and any subcommittee or Working Group, as applicable, will disband, or if it is still in place for other Programs, shall have no further authority hereunder with respect to Licensed Products Directed Against a Target upon the first approval of an MAA for a Licensed Product Directed Against such Target in the Territory (for clarity, the Licensed Products are outside of the scope of the JCC’s authority during the entirety of the Term). Additionally, and without limiting the other provisions of this Agreement, in the event Stoke or its Affiliates acquires a Competing Product with respect to a [[Unknown Identifier]] or ​ following completion of the relevant time period in Section 2.5, the JSC and other Committees shall automatically disband as to such Target upon Stoke’s initiation of a GLP tox study for such Competing Product, and Acadia will have no further information sharing or reporting obligations to Stoke with respect thereto except for Commercialization reports as set forth in [Section 5.5(c)] and reports as set forth in [Section 5.5(c)] applied mutatis mutandis to Development activities, provided that such reports will be limited to the level of detail necessary to confirm Acadia’s financial and diligence obligations herein. With respect to a particular [[Unknown Identifier]] Co-Co Product, the JSC, JDC, JCC and any subcommittee or Working Group pertaining thereto will disband with respect to such [[Unknown Identifier]] Co-Co Product, and shall have no further authority hereunder, upon the first to occur of: # the Development Opt-Out Date; # the Commercialization Opt-Out Date; and # the end of the Term. For the avoidance of doubt, once the JSC disbands per the foregoing, Acadia shall [[Person A:Person]] have sole decision-making authority for Developing, Commercializing and all other matters for all Licensed Products for which the JSC has disbanded.

Discontinuation of Committees. The activities to be performed by each Committee shall solely relate to governance and information sharing under this Agreement, and are not intended to be, or involve the delivery of, services. Each Committee shall continue to exist until the first to occur of: # the Parties mutually agreeing to disband the Committee; or # neither Party being required to provide information or other materials to such Committee. Once a Committee is disbanded, any matters previously delegated to the Committee shall be resolved in accordance with Article 12 (Dispute Resolution) but skipping the initial attempt of resolution through the JSC. In the case the Committee is disbanded in accordance with [Section 4.1.10(a)], thereafter all information or other materials shall be shared between the Parties through Alliance Liaisons.

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