Common use of Establishment of the JSC Clause in Contracts

Establishment of the JSC. Promptly after the Effective Date the Parties shall establish and during the Term the Parties shall operate a Joint Steering Committee (JSC), which shall have the primary role in ensuring the overall success of the Development and Commercialization of the Licensed Product in the Field and in the Territory. The JSC shall be comprised of six (6) professionally and technically qualified representatives, three (3) from each Party. The JSC shall meet at such time as the JSC shall agree from time to time, but at least once every six (6) months. Licensee shall designate the chairman of the JSC who shall be responsible to call the regular meetings and Licensor shall designate the vice-chairman. JSC meetings may be conducted in person, by telephone or videoconference. Until the First Commercial Sale of a Licensed Product in the Field and in the Territory at least one (1) meeting per calendar year shall be held in person. Each Party shall provide the other Party with written notice of its representatives for the JSC within ten (10) days after the Effective Date of this Agreement and, thereafter, immediately upon replacement. Each Party may invite guests to the meetings, in order to discuss special scientific, non-clinical, clinical, technical or commercial topics. Prior to each meeting of the JSC the Parties will exchange an agenda and written summaries of recent Development Data and other information, relating to their respective activities and the activities of Licensee’s Sublicensees or Licensor’s Other Licensees in accordance with Section 4.7 hereof. In addition to regular scheduled meetings, either of the chairman or vice-chairman may convene a special meeting of the JSC with two (2) weeks’ written notice if such meeting is to be conducted in person, and with one (1) week’s written notice if such meeting is to be conducted by teleconference, or such shorter period as the chairman and vice-chairman may agree; - 19 - of - 75 - provided that, such notice periods will be extended for any holidays in the receiving Party’s home country that occur during such notice period. For regular meetings the chairman shall prepare and circulate to each JSC member an agenda for each meeting not later than one (1) week prior to such meeting, and the vice-chairman shall have the right to supplement the agenda within four (4) days after receipt of the agenda or such shorter period as the chairman or vice-chairman may agree. In case of a special meeting the meeting requesting person (either the chairman or the vice-chairman) shall circulate to each JSC member an agenda together with the invitation for the special meeting and the other. Non-meeting-calling chairman shall have the right to supplement the agenda within four (4) days after receipt of the agenda or such shorter period as the chairman or vice-chairman may agree.