Example ContractsClausesJoint Steering Committee
Joint Steering Committee
Joint Steering Committee contract clause examples

Promptly after the Effective Date of this Agreement, the Parties shall establish a JSC to oversee the development, marketing and commercialization activities under this Agreement.

Joint Steering Committee. Within ​ after the Effective Date, the Parties will establish a Joint Steering Committee (the “JSC”) to coordinate the Parties’ activities under the Research Plan, as further set forth in this Article 2 (Collaboration Management).

Joint Steering Committee. The Parties shall establish the Joint Steering Committee within ​ days of the Effective Date of this Agreement. The Parties’ initial members of the JSC are identified in Exhibit E. Promptly after the Effective Date, one member of the JSC will be selected by each Party to act as the chairperson of the JSC. The JSC will meet at least ​ per year during the Research Term. Such meetings may be conducted by videoconference, teleconference or in person, as agreed by the Parties, and each Party shall bear its own costs, including travel, lodging, food and telephone or video conference costs, for its personnel serving on the JSC or attending any meeting of the JSC. Upon completion of the Research Term, the JSC will be disbanded. Promptly after the Effective Date, the Parties will establish a project team (the “Project Team”) consisting of key employees of both Parties performing or involved in the Research Program. One of the Project Team members of each Party shall be appointed as a project manager (a “Project Manager”) to coordinate its part of the activities under the Research Program. The Project Managers will be the primary contacts between the Parties with respect to all Research activities performed under the Research Program. Meetings of the Project Team may be conducted by videoconference, teleconference or in person, to discuss the results of the Research and progress or delay thereof, at least once a month, or will be held ad hoc upon reasonable request of Project Manager of a Party and acceptable by the same of the other Party, acceptance of which will not be unreasonably withheld or delayed. Either Party may change its Project Manager upon written notice to the other Party. A Project Manager may be a member of the JSC.

Joint Steering Committee. A Joint Steering Committee (“JSC”), with equal (but not fewer than ​) representatives from each Party, will be formed within ​ of the Effective Date. Each Party may replace its JSC representatives at any time upon written notice to the other Party. During the Term, the JSC will be responsible for # approving new TDPs and its associated budget, # approving amendments to TDPs (including to the associated budget), # approving the termination by mutual agreement of the Parties of any active TDPs, # prioritizing the performance of TDPs in case of multiple active TDPs at a given time and serving as a forum for the Parties to discuss and, in accordance with Section 4.2, agree upon Ginkgo resource and capacity planning as needed to enable the Parties’ timely performance of TDPs, # developing a service-level process covering activities and timelines for Ginkgo’s response to Customer-submitted work requests for Collaboration Strain and TDP preparation, # to the extent necessary for a given TDP, forming a Program Team that includes Customer representatives (as well as Ginkgo personnel), # monitoring Customer’s overall budgeted and actual spend of the Prepayment across all TDPs, including forecasting upcoming work under TDPs discussion of any anticipated cost overruns in accordance with [Section 2.2(b)(iii), (h)] a forum to discuss (but not approve) any updates to the list of Ginkgo Competitors, # a forum to discuss (but not approve) Customer’s ​, in accordance with [Section 2.2(b)(i), (j)] facilitating the disclosure of any Foreground IP arising under any TDPs or any Ginkgo Background IP or Customer Background IP identified under any TDP, and # at its discretion, forming a subcommittee (the “IP Subcommittee”) to handle the activities described in the [foregoing clause (j)], and to otherwise address any other intellectual property issues that may arise. The JSC will make decisions by consensus, with each Party having one (1) vote. For any matter being submitted to the JSC for decision, the Parties will mutually agree beforehand whether voting by the JSC will take place at a regularly scheduled meeting of the JSC, in which case, at least one (1) representative from each Party must be present at such meeting, or may be handled via email using the general email addresses specified in Section 18. If the JSC cannot reach consensus on a matter or if either Party reasonably requests an escalation, such matter will be escalated to the Senior Executives for resolution through good faith negotiations for a period of up to ​. If the Senior Executives are unable to resolve the matter within such ​ period (or such longer period as the Parties may agree) after the matter is referred to them in accordance with this Section 3.1, then the matter shall be resolved by binding arbitration in accordance with the process set forth in [Schedule 16.1]. Notwithstanding the foregoing, the JSC will not have any authority to amend the terms of this TSA, to determine either Party’s compliance with the terms thereof, or to waive such compliance by either Party. For clarity, any material changes to the budget may be escalated to the Senior Executives by any representative of the JSC.

Joint Steering Committee. The Parties have appointed a joint steering committee (“Joint Steering Committee”) pursuant to the [[Unknown Identifier]] Development Agreement. Such Joint Steering Committee shall continue to perform its applicable functions in relation to this Agreement. The Joint Steering Committee shall meet once per calendar quarter, or at such other frequency as may be necessary and is mutually agreed by the Parties. Decisions of the Joint Steering Committee shall be made by consensus, with each Party having one (1) vote. In the event that a Joint Steering Committee cannot reach consensus with respect to a particular matter within its authority, such dispute shall be escalated to a senior executive of each of Customer and Lonza who shall confer in good faith on the resolution of the issue. Any final decision mutually agreed to by the senior executives shall be reduced to writing and signed by the Parties and shall then be conclusive and binding on the Parties. The Joint Steering Committee shall coordinate closely with the joint steering committees under the Separate Agreements.

Joint Steering Committee. Each Party hereby appoints the Chief Executive Officer of [[Cytokinetics:Organization]] and the Chairman of Ji Xing to serve on a joint steering committee (the “Joint Steering Committee” or the “JSC”) to manage the overall collaboration of the Parties under this Agreement. The JSC shall in particular: # review, discuss and approve the overall strategy for the Development of the Product in the Field in the Territory; # review and discuss the overall strategy for the Manufacture, Medical Affairs Activities and Commercialization of the Product in the Field in the Territory; # provide a forum for the discussion and coordination of the Parties’ activities under this Agreement; # direct and oversee the operation of the JDC, JCC and any other joint subcommittee established by JSC, including resolving any disputed matter of the JDC, JCC and other joint subcommittees; # establish other joint subcommittees as necessary or advisable to further the purpose of this Agreement; and # perform such other functions as expressly set forth in this Agreement or allocated to it by the Parties’ written agreement.

Joint Steering Committee. The Parties shall establish a joint steering committee (the “Joint Steering Committee” or the “JSC”), composed of [ * ] of each Party, including the [ * ] under this Agreement and [ * ] under this Agreement. All JSC representatives will have sufficient authority within the applicable Party to make decisions [ * ] arising within the scope of the JSC’s responsibilities. Either Party may request that its own or the other Party’s personnel with expertise on a particular matter attend a JSC meeting where such matter will be discussed. The JSC shall in particular:

Joint Steering Committee. Within [​] days after the Effective Date the Parties shall establish a joint steering committee (the “Joint Steering Committee” or “JSC”).

Joint Steering Committee. The Parties have as of the Restatement Date established a joint steering committee (the “JSC”) as more fully described in this Section 4.1. The JSC shall have review, oversight and decision-making responsibilities as more specifically provided herein. Each Party agrees to keep the JSC informed of its progress and activities under the Collaboration. The JSC may establish Subcommittees as set forth in [Section 4.1.6].

Joint Steering Committee. Within ​ after the Effective Date, the Parties shall establish a joint steering committee (the “JSC”) composed of up to three (3) senior representatives from each Party that shall oversee and manage the collaboration between the Parties. The JSC may, from time to time, establish subcommittees as it deems necessary to further the purposes of this Agreement; provided that the Parties shall in any event establish a joint development subcommittee (“JDC”) in accordance with Section 3.4 and a joint commercialization subcommittee (“JCC”) in accordance with Section 3.5. The JSC may change its size from time to time on mutual agreement of the Parties; provided, that the JSC shall consist at all times of an equal number of representatives of each Party. Each Party may replace any of its JSC representatives with a qualified employee of such Party at any time upon written notice to the other Party. The JSC may invite non-members to participate in the discussions and meetings of the JSC; provided, that such participants shall have no voting authority at the JSC and shall be bound by the confidentiality obligations no less stringent than those provided in this Agreement. The JSC shall have two (2) co-chairpersons, one from each Party. The role of the co-chairpersons shall be to convene and preside at meetings of such JSC. The Alliance Managers shall work with the co-chairpersons to prepare and circulate agendas and to ensure the preparation of minutes. The co-chairpersons shall have no additional powers or rights beyond those held by the other JSC representatives.

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