by M as the initial EMEA Operating Board Chair (the "EMEA
Operating Board Chair"). The initial EMEA Operating Board Chair (or any
replacement designated by M) shall serve until the end of Calendar Year 2002 and
the right to designate the EMEA Operating Board Chair shall then alternate
annually on a Calendar Year basis between a representative of the EMEA Operating
Board designated by S-P and a representative of the EMEA Operating Board
designated by M. The EMEA Operating Board Chair shall be responsible for calling
meetings of the EMEA Operating Board, circulating agendas, allocating
responsibilities for keeping
40
minutes of the EMEA Operating Board, and performing administrative tasks
required to assure efficient operations of the EMEA Operating Board. Except as
expressly set forth in the prior sentence, the EMEA Operating Board Chair shall
have no special rights or authority.
(c) Meetings of the EMEA Operating Board. The EMEA Operating
Board shall hold regular meetings no less frequently than once every quarter,
unless the EMEA Operating Board otherwise determines. Special meetings of the
EMEA Operating Board may be called by any EMEA Operating Board member, upon
reasonable written notice. Meetings, in addition to quarterly meetings, shall be
held timely to approve Marketing and Educational Plans submitted for EMEA
Operating Board approval in accordance with this Agreement and the Related
Agreements, as applicable. Meetings of the EMEA Operating Board may be held in
person, or by audio or video teleconference. S-P on the one hand and M on the
other shall be responsible for all of the expenses incurred by their
representatives which are EMEA Operating Board members, which expenses arise out
of such EMEA Operating Board member's membership on the EMEA Operating Board.
(d) Manner of Acting. Meetings of the EMEA Operating Board shall
be effective only if at least two representatives of S-P on the one hand and at
least two representatives of M on the other are present or participating
throughout. The unanimous vote of the members of the EMEA Operating Board
present or participating at any meeting of the EMEA Operating Board shall be
necessary for the passage of any resolution or act of the EMEA Operating Board.
Any action required or permitted to be taken by the EMEA Operating Board may be
taken without a meeting if each member of the EMEA Operating Board consents
thereto in writing.
(e) Dispute Resolution. Except as set forth in Section 3.2.1(f)
and 3.2.4(c) and (d) of this Agreement, the members of the EMEA Operating Board
will use reasonable efforts to resolve any dispute, claims, controversies or
disagreements relating to the ECLAFE Cholesterol Business in the EMEA. If any
matter cannot be resolved by the EMEA Operating Board within a reasonable period
of time, such reasonableness to be considered in view of the urgency and
importance of the matter, and in any event, within thirty (30) days after the
representative(s) of S-P on the one hand or M on the other on the EMEA Operating
Board has given written