Governance Contract Clauses (212)

Governance. This Agreement shall be governed by the laws of the State of Tennessee. Any dispute arising out of this Agreement shall be resolved, at the Company's sole option, by courts sitting in Nashville, Tennessee, and you waive any objection to such venue.

Governance. Within [***] after the Effective Date, each Party will appoint (and notify the other Party of the identity of) a senior representative having a general understanding of pharmaceutical development and commercialization issues to act as its alliance manager under this Agreement ("Alliance Manager"). The Alliance Managers will (a) serve as the contact point between the Parties for the purpose of providing Novartis with information on the progress of QED's Development and Commercialization of Produc...ts; (b) be primarily responsible for facilitating the flow of information and otherwise promoting communication, coordination and collaboration between the Parties, including in particular the transfer of information and Know-How from Novartis to QED; (c) provide a single point of communication for seeking consensus both internally within the respective Party's organization and facilitating review of external corporate communications; and (d) raise cross-Party and/or cross-functional disputes in a timely manner. Each Party may replace its Alliance Manager on written notice to the other Party. [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. CONFIDENTIAL - 11 3.2 Development Information. Within [***] after the Effective Date, QED will provide Novartis with a high level summary development plan setting forth the anticipated Development activities to be conducted by QED and its Affiliates and sublicensees related to the Compound and Products during the following 18 month period (the "Development Plan"). No later than [***] after each anniversary of the Effective Date, until the approval of the first NDA or MAA for a Product, QED will provide Novartis an updated Development Plan providing, in reasonable detail, the Development activities conducted by QED and its Affiliates and sublicensees related to the Compound and Products during the immediately preceding year and its anticipated plans for Development of the Compound and Products for next 18 month period. In addition to this annual report, QED will provide to Novartis a high level summary of all Development activities that QED, its agents, or their sublicensees have conducted in the prior six month period until the approval of the first NDA or MAA for a Product. QED may revise the Development Plan or any update thereto in its sole discretion, subject to satisfaction of its obligations under Section 5.2. All such reports shall include sufficient detail to permit Novartis to determine QED's compliance with its obligations set forth in Section 5.2. 3.3 Meetings. During the period from the Effective Date until the first NDA or MAA filing for a Product, the Alliance Managers will meet (either in person or by teleconference) at least twice per year, to review and discuss progress made under, and any changes to, the Development, Plan, including the Development work performed, clinical trials, Milestones, any key issues and the overall status of Development. View More

Governance. (a) Protective Provisions. Notwithstanding any other provision of this Agreement and to the fullest extent permitted by applicable law, in addition to the approval of the Directors, the following actions described in this Section 3(a) (collectively, the "Consent Matters") shall require the prior written consent of Pride Aggregator as set out below: i. none of the following actions shall be taken by the Company, including any proposal by the Board to be put to the vote of the stockholders of the ...Company with respect thereto, without the prior written consent of Pride Aggregator for so long as Pride Aggregator owns at least 5% of the Original Amount (except as set forth in the proviso in Section 3(a)(I)): I. amending, altering or changing, or waiving any rights under, this Agreement, the organizational documents, including the Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company (which shall also be subject to Section 5 hereof), and/or the organizational documents of any subsidiary of the Company; provided that, notwithstanding the foregoing, for so long as Pride Aggregator owns any outstanding Common Stock, any amendment, alteration, or change to, or waiver under, other organizational documents, including the Second Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company, and/or the organizational documents of any subsidiary of the Company that would adversely affect in any respect any rights specific to Pride Aggregator (subject to applicable law) require the written consent of Pride Aggregator; II. authorizing or issuing any equity securities of the Company having rights, preferences or privileges that are superior or senior to the outstanding Common Stock (or any securities convertible or exchangeable therefor pursuant to their terms); 5 III. any transaction with any stockholder or Affiliate of a stockholder or any Director or officer of the Company or any of its subsidiaries (other than employment agreements with officers not otherwise affiliated with a stockholder); IV. winding up the Company; and V. entering into any agreement with respect to the matters described in the foregoing clauses (I) through (IV) or taking any such action indirectly. ii. none of the following actions shall be taken by the Company, including any proposal by the Board to be put to the vote of the stockholders of the Company with respect thereto, without the prior written consent of Pride Aggregator for so long as Pride Aggregator owns at least 20% of the Original Amount: I. the declaration or payment of any dividend or other distribution to the stockholders by the Company or redemption, repurchase or exchange (as applicable) of any equity securities of the Company; II. issuing or granting any equity securities of the Company or its subsidiaries, other than (A) grants under the [Company's 2021 Omnibus Incentive Plan], or (B) in connection with transactions consistent with certain specified strategies; and III. entry by the Company into any agreement with respect to the matters described in the foregoing clauses (I) through (II) or taking any such action indirectly. View More