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

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 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 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.

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. ​.

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. 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

Committees. The Parties shall, within ​ days following the Effective Date, establish # a Development and Manufacturing committee (Development and Manufacturing Committee) and # a Commercialization committee (“Commercialization Committee”). The Parties acknowledge and agree that the Development and Manufacturing Committee and the Commercialization Committee shall have no authority to amend or modify the terms and conditions of this Agreement or the Manufacturing and Supply Agreement

Committees. Subject to applicable law and the listing standards of the New York Stock Exchange (the “Exchange”), the Board may delegate any of its power and authority to manage the business and affairs of the Company to any standing or special committee upon such terms as it sees fit as permitted by law and as set forth in the resolutions creating such committee. As of the date hereof, the Board has designated the following committees: the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee. As of the IPO Time, the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee shall be comprised of the persons identified in the section entitled “Management–Board Committees” in the Company’s Registration Statement on Form S-1, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2021 (File No. [[Identifier]]), under the Securities Act of 1933, as amended (such Registration Statement, as amended or supplemented and including the exhibits thereto, is hereinafter referred to as the “Registration Statement”). For so long as the AKKR Designation Parties are entitled to designate one or more Directors pursuant to Section 2(a), the AKKR Designation Parties shall be entitled to designate at least one member of each committee of the Board; provided, that, any such designee shall at all times remain eligible to serve on the applicable committee under applicable law and the listing standards of the Exchange, including any applicable general and heightened independence requirements (subject in each case to any applicable exceptions, including those for newly public companies and for “controlled companies,” and any applicable phase-in periods); provided further, that, any special committee established to evaluate any transaction in which AKKR Management Company, LLC or its Affiliates has an interest which is in conflict with the interests of the Company shall not include any Director designated by the AKKR Designation Parties. If the continued service of a committee member designated by the AKKR Designation Parties would cause the Company to violate any applicable law or listing standard of the Exchange, the AKKR Investors shall use their best efforts to obtain the resignation of such designee from the applicable committee. It is understood by the parties hereto that no AKKR Director is required to be designated on any committee and any failure to exercise such right in this section in a prior period shall not constitute any waiver of such right in a subsequent period. Unless otherwise determined by the Board, and subject to the Directors’ fiduciary duties, each committee shall keep regular minutes and report to the Board as appropriate.

Next results

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.