AMLN » Topics » 4.2 Governance .

This excerpt taken from the AMLN 10-K filed Mar 7, 2006.

4.2         Governance.


4.2.1        Core Oversight Group.


(a)           The committee known as the Steering Committee that was initially formed by the Parties under the Agreement shall after the Amendment Effective Date be known as the Core Oversight Group.  The Core Oversight Group shall operate and have the authority described in this Section 4.2, including the general authority over the management of the Product Development Plan and the Project Working Team, and shall have the further authority over the management of the Project as described in Article 3 of the Tech Transfer Agreement.


(b)           ACTII and Amylin shall each appoint three (3) representatives as their representatives to serve on the Core Oversight Group.  A Party may change its representatives from time to time by giving written notice to the other Party.


(c)           The Core Oversight Group shall generally meet at such times as it may decide and at least once per calendar quarter.  The location of Core Oversight Group meetings shall alternate between ACTII’s offices and Amylin’s offices unless otherwise agreed by the Parties.  Minutes of a meeting setting forth decisions of the Core Oversight Group shall be prepared by the Party hosting the meeting.  Minutes will become official when agreed to by all members of the Core Oversight Group.  Each Party will bear all expenses associated with attendance of its representatives at meetings.  If the Core Oversight Group members all agree, a meeting may be held by telephone.


(d)           Decisions of the Core Oversight Group shall be made by unanimous vote, with each member having one vote.  If the Core Oversight Group is unable to reach a unanimous vote on any issue, the issue shall be referred to the Executive Committee for resolution.


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