Operating Committee Except for situations in which the approval of the Participants is required by this Agreement or by non-waivable provisions of applicable law, the Company shall be managed by the Operating Committee, which shall have general charge and supervision of the business of the Company and shall be constituted as provided in Section 4.2. The Operating Committee: (a) acting collectively in accordance with this Agreement, shall be the sole “manager” of the Company within the meaning of § 18-101(10) of the Delaware Act (and no individual member of the Operating Committee shall (i) be a “manager” of the Company within the meaning of Section 18-101(10) of the Delaware Act or (ii) have any right, power or authority to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company); (b) shall have the right, power and authority to exercise all of the powers of the Company except as otherwise provided by applicable law or this Agreement; and (c) except as otherwise expressly provided herein, shall make all decisions and authorize or otherwise approve all actions taken or to be taken by the Company. Decisions or actions relating to the Company that are made or approved by the Operating Committee, or by any Subcommittee within the scope of authority granted to such Subcommittee in accordance with this Agreement (or, with respect to matters requiring a vote, approval, consent or other action of the Participants hereunder or pursuant to non-waivable provisions of applicable law, by the Participants) in accordance with this Agreement shall constitute decisions or actions by the Company and shall be binding on the Company and each Participant. Except to the extent otherwise expressly provided to the contrary in this Agreement, no Participant shall have authority to act for, or to assume any obligation or responsibility on behalf of, the Company, without the prior approval of the Operating Committee, and each Participant shall indemnify and hold harmless the Company and each other Participant for any breach of the provisions of this sentence by such breaching Participant. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement, the Operating Committee shall make all policy decisions on behalf of the Company in furtherance of the functions and objectives of the Company under the Exchange Act, any rules thereunder, including SEC Rule 613, and under this Agreement. Notwithstanding anything to the contrary, the Operating Committee may delegate all or part of its administrative functions under this Agreement, but not its policy making (except to the extent determinations are delegated as specifically set forth in this Agreement) authority, to one or more Subcommittees, and any other Person. A Person to which administrative functions are so delegated shall perform the same as agent for the Company, in the name of the Company. Each Person who performs administrative functions on behalf of the Company (including the Plan Processor) shall be required to: (i) agree to be bound by the confidentiality obligations in Section 9.6(a) as a “Receiving Party”; and (ii) agree that any nonpublic business information pertaining to any Participant or any Affiliate of such Participant that becomes known to such Person shall be held in confidence and not shared with the other Participants or any other Person, except for information that may be shared in connection with joint activities permitted under this Agreement.
Advisory Committee The Settling State shall designate an Opioid Settlement Remediation Advisory Committee (the “Advisory Committee”) to provide input and recommendations regarding remediation spending from that Settling State’s Abatement Accounts Fund. A Settling State may elect to use an existing advisory committee or similar entity (created outside of a State-Subdivision Agreement or Allocation Statute); provided, however, the Advisory Committee or similar entity shall meet the following requirements:
(i) Written guidelines that establish the formation and composition of the Advisory Committee, terms of service for members, contingency for removal or resignation of members, a schedule of meetings, and any other administrative details;
(ii) Composition that includes at least an equal number of local representatives as state representatives;
(iii) A process for receiving input from Subdivisions and other communities regarding how the opioid crisis is affecting their communities, their abatement needs, and proposals for abatement strategies and responses; and
(iv) A process by which Advisory Committee recommendations for expenditures for Opioid Remediation will be made to and considered by the appropriate state agencies.
Steering Committee The Steering Committee is responsible for evaluating Project Proposals submitted by Participants, selecting the projects to be undertaken by the Program, and determining whether the projects are appropriate for development as an American National Standard. The Steering Committee is thus charged with implementing the strategic direction given to the Program by the Director and the Participants by selecting projects consistent with those strategic goals. The Steering Committee shall make its determinations using the guidelines set forth in these Governing Documents and as otherwise may be promulgated by the Director. The Steering Committee shall also provide recommendations to the Director regarding the relative priority of different Project Proposals and provide counsel and advice to the Director on such other issues as the Director may request. The Steering Committee shall assume such further responsibilities as the Director may from time to time direct. The Steering Committee shall use reasonable efforts to perform its responsibilities under the Governing Documents, to encourage compliance with the Governing Documents by all Participants, and to promote proper use of the Program’s intellectual property rights, in accordance with, and subject to, the needs of the Program in the context of its overall mission. The Steering Committee may establish one or more subcommittees to assist it in carrying out its responsibilities. Except as provided in the Operating Procedures, a majority of the Steering Committee voting at a meeting is required to take or approve any action. A majority of the Steering Committee shall constitute a quorum for voting purposes. The Steering Committee consists of individuals appointed by the Director and the Director. There are no formal prerequisites to serve on the Steering Committee, although an effort will be made by the Director to include individuals on the Steering Committee who have technical and other expertise relevant to the Steering Committee’s responsibilities. To ensure fair representation of the varied groups that comprise the Program, seats on the Steering Committee will be divided in the following manner: Non-Profit Organizations 3 seats For-Profit Industry Partners 3 seats AAMC 1 seat Government 1 seat Health Professions Education and Training Programs 4 seats Director 1 seat If a seat cannot be appointed to an individual representing a government agency Participating Organization, that seat may be appointed to a non-profit organization or health professions education and training program. Steering Committee members may be nominated by the existing Steering Committee subject to maintaining the required allocation among the Participation Types. Final appointment is determined by the Director. Steering Committee members shall serve for a one-year term and may be re-appointed for up to three consecutive terms or until a successor from the Participation Type is identified. Steering Committee membership may resume after a minimum one-year hiatus from the last appointment. Appointment to the Steering Committee may not exceed 18 years total for the lifetime of the individual. A Steering Committee member may be removed by a two-thirds vote of the Steering Committee or by a two-thirds vote of all Participants within the Participation Type represented by the Steering Committee member. A substitute Steering Committee member may be appointed by majority vote of the Steering Committee who shall continue to serve until the next regularly scheduled appointment of that Steering Committee position. The Director appoints a Chair to preside over Steering Committee activities. The individual appointed to serve as Chair serves one year as Chair Elect, one year as Chair, and one year as Immediate Past Chair, but only to the extent such person remains on the Steering Committee. The responsibilities of the Chairs will be as follows:
i. Chair Elect – Oversight of the Voting Body and its procedures
ii. Chair – Oversight of Steering Committee Activities
iii. Immediate Past Chair – Oversight of annual meeting Planning Committee and other community engagement activities. The Director appoints the Chair, which is reviewed by the Steering Committee and approved by the Voting Body. The Steering Committee, at its option, may appoint a Secretary and such other roles as the Steering Committee deems necessary to carry out the purposes of the Program. Those that hold these roles may be removed and successors appointed by majority vote of the Steering Committee.
Management Committee 6.1 There shall be constituted a committee to be called the Management Committee with functions as stated herein below.
6.2 Government shall nominate two (2) members representing Government in the Management Committee, whereas each Company constituting the Contractor shall nominate one (1) member each to represent Company in the Management Committee provided that in case the Contractor constitutes only one Company, that Company shall have two (2) members. The Parties shall nominate the members to the Management Committee within thirty (30) days of the Effective Date.
6.3 Each Party may nominate alternate members with full authority to act in the absence and on behalf of the members nominated under Article 6.2 and may, at any time, nominate another member or alternate member to replace any member nominated earlier by notice to other members of the Management Committee.
6.4 One representative of the Government shall be designated as the Chairman of the Management Committee and the second representative of the Government shall be designated as the Deputy Chairman. The member of the Operator, or the member designated by the Operator where Operator has two (2) members in the Management Committee shall be designated as the Secretary of the Committee.
6.5 Operator on behalf of the Contractor with the approval of Operating Committee, if constituted under the Article 7.4, or in case of a single Party constituting the Contractor, then that Party shall submit following matters to the Management Committee for review and it shall have advisory functions:
(a) the annual Work Programmes and Budgets in respect of Exploration Operations and any revisions or modifications thereto;
(b) annual work progress and costs incurred thereon;
(c) proposals for surrender or relinquishment of any part of the Contract Area by the Contractor;
(d) proposals for an Appraisal Programme or revisions or additions thereto and the declaration of a Discovery as a Commercial Discovery;
(e) any other matter required by the terms of this Contract to be submitted to it for review or advice; and
(f) any other matter which the Contractor decides to submit for review or advice including matters concerning inter-Party relationships.
6.6 The following matters shall be submitted by Operator on behalf of the Contractor with the approval of Operating Committee, if constituted under the Article 7.4, or in case of single Party constituting the Contractor, then by that Party to the Management Committee for approval:
(a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto;
(b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan;
(c) determination of a Development Area;
(d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3;
(e) collaboration with licensees or contractors of other areas;
(f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time;
(g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10;
(h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee;
(i) any other matter which the Contractor decides to submit to it; and
(j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion.
6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting.
6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings.
6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)
Joint Steering Committee Promptly after the Effective Date, the Parties will form a Joint Steering Committee (the “JSC”) composed of an equal number of employees of each of Curis and Genentech, but in no event to exceed four (4) members from each Party. The JSC shall determine the specific goals for the Collaboration, shall manage the ongoing research conducted under the Collaboration in accordance with the Research Plan, shall monitor the progress and results of such work, and shall oversee and coordinate the development and commercialization of Compounds (other than Collaboration Products); provided, however, that the JSC shall not have decision-making authority with respect to the development and commercialization of Collaboration Products, which shall be governed by the CSC. The presence of at least one (1) representative of each Party shall constitute a quorum for the conduct of any JSC meeting. All decisions of the JSC shall require unanimous approval, with the representatives of each Party collectively having one (1) vote, provided in the event of a deadlock, the issue shall be referred to the Chief Executive Officer of Curis and the Senior Vice President of Research of Genentech, or their respective designees, who shall promptly meet and attempt in good faith to resolve such issue within thirty (30) days. If such executives cannot resolve such matter, then Genentech shall have final decision-making authority with regard to decisions regarding the Collaboration (including, without limitation, the JSC’s designation of a Compound as either a Lead Product or Excluded Product); provided, however, that in no event shall Genentech have the right or power to take any of the following actions without the approval of Curis’ representatives on the JSC:
(a) approve the initial Research Plan (an outline of which has been agreed upon by the Parties as of the Effective Date);
(b) amend or modify this Agreement or the Research Plan;
(c) resolve any such matter in a manner that conflicts with the provisions of this Agreement (including, without limitation, the Research Plan);
(d) make any decision with respect to the development or commercialization of Curis Products; or
(e) make any decision with respect to the prosecution, maintenance, defense or enforcement of any Curis Patents. The JSC shall meet at such frequency as the JSC agrees, except that, until the filing of the first IND for a Lead Product utilizing Systemic Delivery in a Major Market, the JSC shall meet on at least a quarterly basis. Meetings of the JSC, and JSC dispute resolution meetings between Curis’ Chief Executive Officer and Genentech’s Senior Vice President of Research (or their designees), may be conducted by videoconference, teleconference or in person, as agreed by the Parties, and the Parties shall agree upon the time and place of meetings. A reasonable number of additional representatives of a Party may attend meetings of the JSC in a non-voting capacity. The JSC shall exist for so long as either any work is being conducted under the Research Plan or any Compound is being developed or commercialized by Genentech, Curis, or any of their respective Affiliate(s) or sublicensee(s) in any Major Market. The JSC shall also be responsible for designating one or more representatives of each Party with expertise in patent law (which individuals need not be members of the JSC) to oversee intellectual property matters relating to the Collaboration, subject to the provisions of Article 10, and such patent committee shall coordinate with and report to the JSC.