AGREEMENT, THE PARTIES AGREE THAT NO
PRESUMPTION WILL APPLY AGAINST THE PARTY WHICH DRAFTED SUCH TERMS AND
PROVISIONS.
2.
COORDINATION; SUPPLY CHAIN MANAGEMENT
2.1
RELATIONSHIP MANAGERS.
EACH PARTY SHALL
APPOINT A MANUFACTURING LOGISTICS AND QUALITY ASSURANCE MANAGER TO SUPPORT THE
PARTIES' RESPECTIVE MANUFACTURING ACTIVITIES, AND TO FUNCTION AS A LIAISON WITH
THE OTHER PARTY'S MANUFACTURING LOGISTICS AND QUALITY ASSURANCE MANAGER ON
MATTERS RELATING TO THE MANUFACTURE AND SUPPLY OF THE PRODUCT PURSUANT TO THIS
AGREEMENT.
2.2
JOINT MANUFACTURING COMMITTEE.
(A)
THE PARTIES SHALL ESTABLISH A JOINT
MANUFACTURING COMMITTEE ("JMC") TO OVERSEE THE SUPPLY OF PRODUCT TO LICENSEE IN
ACCORDANCE WITH THIS AGREEMENT.
THE JMC SHALL CONSIST OF THREE
(3) REPRESENTATIVES DESIGNATED BY EACH PARTY.
ONE (1) REPRESENTATIVE FROM EACH
PARTY SHALL ALTERNATE IN ACTING AS THE CHAIRPERSON OF THE JMC FOR ONE CALENDAR
YEAR TERM, WITH ACORDA'S REPRESENTATIVE CHAIRING THE JMC FOR THE FIRST CALENDAR
YEAR.
THE CHAIRPERSON SHALL NOT HAVE ANY GREATER AUTHORITY THAN ANY OTHER
REPRESENTATIVE ON THE JMC.
AS SOON AS PRACTICABLE FOLLOWING THE EFFECTIVE DATE
(BUT IN NO EVENT MORE THAN THIRTY (30) DAYS FOLLOWING THE EFFECTIVE DATE), EACH
PARTY SHALL DESIGNATE ITS INITIAL REPRESENTATIVES ON THE JMC.
EACH PARTY SHALL
BE FREE TO CHANGE ITS REPRESENTATIVES ON NOTICE TO THE OTHER OR TO SEND A
SUBSTITUTE REPRESENTATIVE TO ANY JMC MEETING; PROVIDED, HOWEVER, THAT EACH PARTY
SHALL ENSURE THAT AT ALL TIMES DURING THE EXISTENCE OF THE JMC, ITS
REPRESENTATIVES ON SUCH COMMITTEE ARE APPROPRIATE IN TERMS OF SENIORITY AND
EXPERTISE WITH RESPECT TO THE MANUFACTURING OF PHARMACEUTICAL PRODUCTS AND HAVE
THE AUTHORITY TO BIND SUCH PARTY WITH RESPECT TO MATTERS WITHIN THE PURVIEW OF
THE JMC.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE JMC SHALL HAVE NO
AUTHORITY TO BIND THE PARTIES HEREUNDER AND THE JMC SHALL REPORT TO THE JSC,
SUBJECT TO SECTION 2.4 OF THIS AGREEMENT.
(B)
THE JMC SHALL BE RESPONSIBLE FOR
(I) MANAGING THE SUPPLY CHAIN FOR PRODUCT IN THE TERRITORY; (II) MONITORING
LOGISTICAL STRATEGIES, CAPACITY PLANNING AND INVENTORY LEVELS FOR THE PRODUCT
FOR COMMERCIALIZATION IN THE FIELD IN THE TERRITORY; AND (III) PROVIDING A FORUM
FOR THE PARTIES TO DISCUSS ANY MATERIAL QUALITY-RELATED ISSUES CONCERNING THE
PRODUCT.
5
(C)
THE APPOINTMENT OF MEMBERS OF THE JMC IS A
RIGHT OF EACH PARTY AND NOT AN OBLIGATION AND SHALL NOT BE A "DELIVERABLE" AS
REFERENCED IN ANY EXISTING AUTHORITATIVE ACCOUNTING LITERATURE.
EACH PARTY
SHALL BE FREE TO DETERMINE NOT TO APPOINT MEMBERS TO THE JMC.
IF A PARTY DOES
NOT APPOINT MEMBERS OF THE JMC, IT SHALL NOT BE A BREACH OF THIS AGREEMENT, NOR
SHALL ANY CONSIDERATION BE REQUIRED TO BE RETURNED, AND UNLESS AND UNTIL SUCH
PERSONS ARE APPOINTED, ALL DECISIONS AND OBLIGATIONS WITHIN THE PURVIEW OF THE
COMMITTEE SHALL HENCEFORTH BE HANDLED DIRECTLY BETWEEN THE PARTIES; PROVIDED,
THAT IN THE EVENT OF ANY DISPUTES BETWEEN THE PARTIES, THE DISPUTE RESOLUTION
PROCEDURES SET FORTH IN SECTION 2.4(A) SHALL CONTINUE TO APPLY (SUBSTITUTING IN
SUCH PROVISION REFERENCES TO "THE PARTIES" INSTEAD OF "THE JMC").
2.3
MEETINGS.
THE