Common use of Procedural Rules Clause in Contracts

Procedural Rules. Each committee shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of each committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on each committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by and be heard by, the other participants. Representation by proxy shall be allowed. Subject to Section 5.5.3 (solely with respect to decisions of the JSC), each committee shall take action by unanimous decision of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance or by a written resolution signed by at least one (1) representative appointed by each Party. Alliance Managers or other employees or consultants of a Party who are not representatives of the Parties on the committee may attend meetings; provided, however, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the committee and (ii) are bound by obligations of confidentiality and non-disclosure at least as protective of the other Party as those set forth in ARTICLE 9. If a committee (other than the JSC) cannot, or does not, reach a unanimous decision on an issue within [**], then the dispute shall be referred to the JSC for resolution and a special meeting of the JSC may be called for such purpose.

Procedural Rules. Each committee Joint Committee shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement; provided that such rules shall not be subject to a deciding vote of either Party under Section 2.4.3 below. A quorum of each committee the Joint Committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives of the Parties on each committee a Joint Committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by by, and be heard by, the other participants. Representation by proxy shall be allowed. Subject to Section 5.5.3 (solely with respect to decisions of the JSC), each committee Each Joint Committee shall take action by unanimous decision [***] of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance or by a written resolution signed by at least one (1) representative appointed by each Party[***]. Alliance Managers or other employees Employees or consultants of a either Party who that are not representatives of the Parties on the committee a Joint Committee may attend meetingsmeetings of such Joint Committee; provided, however, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the committee Joint Committee, and (ii) are bound by obligations of confidentiality and non-disclosure at least as protective of the other Party as equivalent to those set forth in ARTICLE 9. If a committee (other than the JSC) cannot, or does not, reach a unanimous decision on an issue within [**], then the dispute shall be referred to the JSC for resolution and a special meeting of the JSC may be called for such purpose.

Procedural Rules. Each committee Joint Committee shall have the right to adopt such standing rules as shall be necessary for its work, work to the extent that such rules are not inconsistent with this Agreement. A quorum of each committee a Joint Committee shall exist whenever there is present at a meeting at least one two (12) representative representatives appointed by each Party. Representatives of the Parties on each committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by and be heard by, the other participants. Representation by proxy shall be allowed. Subject to Section 5.5.3 (solely with respect to decisions of the JSC), each committee Each Joint Committee shall take action by unanimous decision consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance attendance, or by a written resolution signed by at least one two (12) representative representatives appointed by each Party. Alliance Managers or other employees Employees or consultants of a either Party who that are not representatives of the Parties on the committee a Joint Committee may attend meetingsmeetings of such Joint Committee; provided, however, that such attendees attendees: (i) shall not vote or otherwise participate in the decision-making process of the committee and Joint Committee; (ii) are shall not be counted when determining whether a quorum exists at any such meeting; and (iii) shall be bound by obligations of confidentiality and non-disclosure at least as protective of the other Party as equivalent to those set forth in ARTICLE 9Article 12. If a committee (other than the JSC) cannot, or does not, reach a unanimous decision A Party’s representative on an issue within [**], then the dispute shall be referred to the JSC for resolution and a special meeting of the JSC may be called for also serve as such purpose.Party’s representative on the JRC and vice versa; provided, that such representative has the requisite experience and seniority to enable such person to make decisions on behalf of such Party with respect to the issues falling within the jurisdiction of the relevant Joint Committee. ​

Procedural Rules. Each committee Committee and Working Group shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of each committee Committee and Working Group shall exist whenever there is present at a meeting at least one (1) representative [****] appointed by each Party. Representatives of the Parties on each committee a Committee or Working Group may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by by, and be heard by, the other participants. Representation by proxy shall be allowed. Subject to Section 5.5.3 (solely with respect to decisions of the JSC), each committee Each Committee and Working Group shall take action (a) by unanimous decision consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance or (b) by a written resolution signed by at least one (1) representative [****] appointed by each Party. Alliance Managers or and other employees or consultants of a either Party who that are not representatives of the Parties on the committee a Committee or Working Group may attend meetingsmeetings at the invitation of a representative on such Committee or Working Group; provided, however, provided that such attendees (ix) shall not vote or otherwise participate in the decision-making process of the committee such Committee or Working Group, and (iiy) are bound by obligations of confidentiality and non-disclosure at least as protective equivalent to those set forth in Article 8; provided further that if either Party intends to have any Third Party (including any consultant) attend such a meeting, such Party shall provide prior written notice to the other Party and obtain written agreement of the other Party as (e-mail to suffice), and such Party shall also ensure that such Third Party is bound by obligations of confidentiality and non-use equivalent to those set forth in ARTICLE 9. If a committee (other than the JSC) cannot, or does not, reach a unanimous decision on an issue within [**], then the dispute shall be referred to the JSC for resolution and a special meeting of the JSC may be called for such purposeArticle 8.

Procedural Rules. Each committee Joint Committee shall have the right to adopt such standing rules as shall be necessary for its work, work to the extent that such rules are not inconsistent with this Agreement. A quorum of each committee a Joint Committee shall exist whenever there is present at a meeting at least one two (12) representative representatives appointed by each Party. Representatives of the Parties on each committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by and be heard by, the other participants. Representation by proxy shall be allowed. Subject to Section 5.5.3 (solely with respect to decisions of the JSC), each committee Each Joint Committee shall take action by unanimous decision consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance attendance, or by a written resolution signed by at least one two (12) representative representatives appointed by each Party. Alliance Managers or other employees Employees or consultants of a either Party who that are not representatives of the Parties on the committee a Joint Committee may attend meetingsmeetings of such Joint Committee; provided, however, that such attendees attendees: (i) shall not vote or otherwise participate in the decision-making process of the committee and Joint Committee; (ii) are shall not be counted when determining whether a quorum exists at any such meeting; and (iii) shall be bound by obligations of confidentiality and non-disclosure at least as protective of the other Party as equivalent to those set forth in ARTICLE 9Article 12. If a committee (other than the JSC) cannot, or does not, reach a unanimous decision A Party’s representative on an issue within [**], then the dispute shall be referred to the JSC for resolution and a special meeting of the JSC may be called for also serve as such purposeParty’s representative on the JRC and vice versa; provided, that such representative has the requisite experience and seniority to enable such person to make decisions on behalf of such Party with respect to the issues falling within the jurisdiction of the relevant Joint Committee.

Procedural Rules. Each committee The Committee shall have the right to adopt such standing rules as shall be necessary for its work, work to the extent that such rules are not inconsistent with this Agreement. A quorum of each committee the Committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives Members of the Parties on each committee Committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by by, and be heard by, the other participants. Representation by proxy shall be allowed. Subject to Section 5.5.3 (solely with With respect to decisions those actions which require the approval of the JSC)JSC pursuant to the express terms of this Agreement, each committee the Committee shall take action by unanimous decision consensus of the representatives members present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance or by a written resolution signed by at least one (1) a representative appointed by of each Partyof the members of the Committee. Alliance Managers or other employees Employees or consultants of a either Party who that are not representatives members of the Parties on the committee Committee may attend meetingsany meeting of the Committee; provided, however, that such attendees (ia) shall not vote or otherwise participate in the decision-making process of the committee Committee and (iib) are bound by obligations of confidentiality and non-disclosure at least as protective of the other Party as equivalent to those set forth in ARTICLE 911. If a committee (other than the JSC) cannot, or does not, reach a unanimous decision on an issue within [**], then the dispute shall be referred to the JSC for resolution and a special meeting of the JSC may be called for such purpose6.

Procedural Rules. Each committee The JGC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of each committee the JGC shall exist whenever there is present at a meeting at least one (1) representative [***] appointed by each Party, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Party it represents with respect to the issues falling within the jurisdiction of the JGC. Representatives of the Parties on each committee the JGC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by by, and be heard by, the other participants. Representation by proxy shall be allowed. Subject to Section 5.5.3 (solely with respect to decisions of the JSC), each committee The JGC shall take action by unanimous decision consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance attendance, or by a written resolution signed by at least one (1) representative [***] appointed by each Party. Alliance Managers or other employees Employees or consultants of a either Party who that are not representatives of the Parties on the committee JGC may attend meetingsmeetings of the JGC; provided, however, provided that such attendees (i) shall not vote or otherwise participate in the decision-making process of the committee JGC, and (ii) are bound by obligations of confidentiality and non-disclosure at least as protective of the other Party as equivalent to those set forth in ARTICLE Article 9. If a committee (other than the JSC) cannot, or does not, reach a unanimous decision on an issue within [**], then the dispute shall be referred to the JSC for resolution and a special meeting of the JSC may be called for such purpose.

Procedural Rules. Each committee The Committee shall have the right to adopt such standing rules as shall be necessary for its work, work to the extent that such rules are not inconsistent with this Agreement. A quorum of each committee the Committee shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representatives Members of the Parties on each committee Committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by by, and be heard by, the other participants. Representation by proxy shall be allowed. Subject to Section 5.5.3 (solely with With respect to decisions those actions which require the approval of the JSC)JSC pursuant to the express terms of this Agreement, each committee the Committee shall take action by unanimous decision consensus of the representatives members present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance or by a written resolution signed by at least one (1) a representative appointed by of each Partyof the members of the Committee. Alliance Managers or other employees Employees or consultants of a either Party who that are not representatives members of the Parties on the committee Committee may attend meetingsany meeting of the Committee; provided, however, that such attendees (ia) shall not vote or otherwise participate in the decision-making process of the committee Committee and (iib) are bound by obligations of confidentiality and non-disclosure at least as protective of the other Party as equivalent to those set forth in ARTICLE 9. If a committee (other than the JSC) cannot, or does not, reach a unanimous decision on an issue within [**], then the dispute shall be referred to the JSC for resolution and a special meeting of the JSC may be called for such purpose11.