definiens: , ( i ) and have the meanings given such terms under Sections 13(d ) and 14(d ) of the Exchange Act or any successor provisio n to either of the foregoing, and the term inclu des any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1 ) under the Exchange Act ( or any successo r provision thereto ), ( ii ) a shall be determined in accordance with Rule 13d-3 under the Exchange Act, as in effect on the Effective Date, e xcept that the number of shares of Voting Stock of such Party shall be deemed to include, in addition to all outs tanding shares of Voting Stock of such Party, all s hares of Voting Stock not outstanding that are subject to op tions, warrants, rights to purchase or conversion p rivileges exercisable within sixty ( 60 ) days of the date of d etermination of a Change in Control ( ) deemed to be held by the Person or Group or other P erson with respect to which the Change in Control determination is being made and all Unissued Shares deemed to be held by all other Persons, and ( iii ) the terms and shall h ave meanings correlative to that of ARTICLE 3 MANAGEMENT 3.1 Joint Research Committee . Within [ * * ] of the Ef fective Date, [COMPANY] and CRL will establish a Joi nt Research Committee to oversee, review and recommend direction of the Research Collaboration . The responsibilities of the Joint Research Committee sh all include, among other things : 3.1.1 amending the Research Plan as necessary to re flect the Parties mutually agreed upon Research Collaboration activities, and to reflect any change s in the level and/or allocation of FTE resources m ade pursuant to this Agreement ; Page 28 3.1.2 monitoring and reporting research progress an d ensuring open and frequent exchange between the Parties regarding Research Collaboration activi ties ; 3.1.3 coordinating of a collaborative chemical vali dation and optimization program to create Focused Library Compounds and identify Lead Compoun ds for each Target ; 3.1.4 establishing subcommittees, as deemed appropr iate by the JRC, to facilitate the activities under the Research Plan ; 3.1.5 designation of a Library Compound as a Compou nd ; 3.1.6 amending the Research Plan to include guideli nes for qualifying a Compound as an Active or Lead Compound, and designation of Lead Compounds ; 3.1.7 nominating of a Focused Library Compound, Lea d Compound or Compound for consideration by [COMPANY] as a Development Compound ; 3.1.8 amending the Research Plan as necessary for d efining the properties desired of a Development Compound for each Target consistent with the provis ions as specified in Section 2.4.4(a ) herein ; and 3.1.9 sourcing a supply of each Development Compoun d in quantities sufficient to perform IND - Enabling Studies