AND THE RESOLUTION OF SUCH
MATTER SHALL BE BINDING ON THE MEMBER PARTIES FOR PURPOSES OF THIS AGREEMENT AND
THE OPERATING AGREEMENT.
2.7
ALLIANCE MANAGERS.
(A)
GILEAD AND BMS SHALL EACH DESIGNATE WITHIN
THEIR RESPECTIVE ORGANIZATIONS AN ALLIANCE MANAGER (AN "ALLIANCE MANAGER") WITH
RESPONSIBILITY FOR FACILITATING THE INTERACTION AND COOPERATION BETWEEN GILEAD
AND BMS WITH RESPECT TO THE JV AND THE EXPLOITATION OF THE COMBINATION PRODUCT
IN THE TERRITORY.
THE INITIAL ALLIANCE MANAGERS ARE IDENTIFIED IN ANNEX A
HERETO.
EACH MEMBER PARTY MAY CHANGE ITS ALLIANCE MANAGER FROM TIME TO TIME
UPON WRITTEN NOTICE TO THE OTHER MEMBER PARTY.
(B)
THE ALLIANCE MANAGERS SHALL ATTEND ALL
MEETINGS OF THE JEC AND EACH OPERATING COMMITTEE (OTHER THAN THE JFC) AND
SUPPORT THE CHAIRPERSONS OF THE JEC AND EACH OPERATING COMMITTEE IN THE
DISCHARGE OF THEIR RESPONSIBILITIES.
THE ALLIANCE MANAGERS SHALL BE NONVOTING
PARTICIPANTS IN SUCH MEETINGS, UNLESS THEY ARE ALSO APPOINTED MEMBERS OF THE
APPLICABLE COMMITTEE(S).
EACH ALLIANCE MANAGER SHALL ENDEAVOR TO CREATE AND
MAINTAIN A COLLABORATIVE WORK ENVIRONMENT WITHIN AND AMONG THE JEC AND THE
OPERATING COMMITTEES.
IN ADDITION, EACH ALLIANCE MANAGER: (I) SHALL BE THE
POINT OF FIRST REFERRAL IN CERTAIN MATTERS SUBJECT TO DISPUTE RESOLUTION AS
PROVIDED IN SECTION 2.8; (II) SHALL COORDINATE THE RELEVANT FUNCTIONAL
REPRESENTATIVES OF THE MEMBER PARTIES; (III) SHALL PROVIDE A SINGLE POINT OF
COMMUNICATION FOR SEEKING CONSENSUS BOTH INTERNALLY WITHIN THE RESPECTIVE MEMBER
PARTIES' ORGANIZATIONS AND BETWEEN THE MEMBER PARTIES; (IV) SHALL IDENTIFY AND
BRING DISPUTES TO THE ATTENTION OF THE JEC OR AN OPERATING COMMITTEE AS
APPROPRIATE IN A TIMELY MANNER; (V) SHALL PLAN AND COORDINATE COOPERATIVE
EFFORTS AND INTERNAL AND EXTERNAL COMMUNICATIONS; AND (VI) SHALL TAKE
RESPONSIBILITY FOR ENSURING THAT GOVERNANCE ACTIVITIES, SUCH AS THE CONDUCT OF
REQUIRED JEC AND OPERATING COMMITTEE MEETINGS AND PRODUCTION OF MEETING MINUTES,
OCCUR AS SET FORTH IN THIS AGREEMENT AND IN THE OPERATING AGREEMENT AND THAT
RELEVANT ACTION ITEMS AGREED UPON AT SUCH MEETINGS ARE APPROPRIATELY CARRIED OUT
OR OTHERWISE ADDRESSED.
(C)
NOTICES GIVEN BY A MEMBER PARTY TO THE
OTHER MEMBER PARTY WITH RESPECT TO DEVELOPMENT ACTIVITIES, COMBINATION PRODUCT
OR EFV, TDF OR FTC BULK ACTIVE PHARMACEUTICAL INGREDIENT MANUFACTURING AND
COMMERCIALIZATION ACTIVITIES SHALL BE MADE TO THE OTHER MEMBER PARTY'S ALLIANCE
MANAGER AND TO SUCH OTHER OPERATING COMMITTEE OR JEC MEMBER OF SUCH OTHER MEMBER
PARTY AS IS MOST DIRECTLY INVOLVED IN OR INFORMED OF THE RELEVANT ACTIVITY,
EXCEPT THAT IF GILEAD OR BMS IS SELECTED AS THE SUPPLIER PURSUANT TO
SECTION 4.2(A), IT SHALL NOT BE REQUIRED TO PROVIDE SUCH NOTICE TO THE OTHER
MEMBER PARTY'S ALLIANCE MANAGER WITH RESPECT TO ITS TOLL MANUFACTURING
ACTIVITIES.
2.8
DISPUTE RESOLUTION.
(A)
DISPUTES MAY BE REFERRED TO THE JEC FOR
RESOLUTION, AS FOLLOWS:
(I) IF AN OPERATING COMMITTEE IS UNABLE TO REACH
AGREEMENT ON A MATTER PROPERLY PRESENTED TO SUCH OPERATING COMMITTEE FOR ITS
DECISION, THE OPERATING COMMITTEE SHALL REFER THE MATTER TO THE ALLIANCE
MANAGERS FOR GILEAD AND BMS, AND IF THE ALLIANCE MANAGERS ARE UNABLE TO RESOLVE
THE
28
DISPUTE WITHIN [*] AFTER