NEUTRAL MANNER;
(E)
ARRANGING ANY MEETINGS TO BE HELD BETWEEN THE PARTIES AND PARTICIPATING, TO
THE EXTENT THE PROJECT MANAGER DEEMS APPROPRIATE, IN MEETINGS OF THE PROJECT
LEADERS;
(F)
MAINTAINING, FOR RECORD KEEPING PURPOSES, A LOG BOOK OR NOTES CONTAINING
SUMMARIES AND DATES OF ALL MATERIAL COMMUNICATIONS AND DELIVERIES BETWEEN THE
PARTIES OF WHICH THE PROJECT MANAGER IS AWARE, CONSISTENT WITH THE PARTIES'
PROTOCOL FOR SUCH SHARING OF CONFIDENTIAL INFORMATION SET FORTH IN THAT CERTAIN
CONFIDENTIALITY AND JOINT INTEREST AGREEMENT, BY AND BETWEEN THE PARTIES, DATED
AS OF OCTOBER 30, 2001;
(G)
IMPLEMENTING APPROPRIATE PRACTICES AND PROCEDURES TO MANAGE THE PROGRESS
UNDER THIS ESAS 2 ADDENDUM;
(H)
FOSTERING GOOD COMMUNICATION BETWEEN THE PARTIES.
IT IS INTENDED BY THE
PARTIES THAT BOTH PARTIES SHARE, THROUGH REPORTS FROM THE PROJECT LEADERS TO THE
PROJECT MANAGER, IN THE INFORMATION CONCERNING THE PROGRESS MADE IN THE ESAS 2
DEVELOPMENT PROGRAM AND THE CAUSE OF ANY DELAYS.
IT IS EXPECTED THAT THE
PROJECT LEADERS WILL MAKE RECOMMENDATIONS TO THE PROJECT MANAGER FOR
6
PREFERRED PATHS WHEN SUBSTANTIAL DELAYS ARE IDENTIFIED AND MULTIPLE PATHS
FORWARD ARE IDENTIFIED.
UNDERSTANDING THAT IT TAKES TIME FOR INFORMATION TO
FLOW UP THE CHAIN OF COMMAND, THE PROJECT MANAGER WILL INFORM GEN-PROBE OF
DELAYS AND PROGRESS ON RESOLUTION AS SOON AS IT BECOMES AVAILABLE TO HIM; AND
(I)
IT IS UNDERSTOOD THAT BOTH COMPANIES HOLD PROPRIETARY TRADE SECRET KNOW-HOW
AND PROCESSES REGARDING THEIR RESPECTIVE TECHNOLOGIES THAT ARE NOT NECESSARILY
SHARED AS PART OF THIS AGREEMENT.
ON OCCASION IT MAY OCCUR THAT A FULL
UNDERSTANDING OF DIFFICULTIES IN THE PROGRESS OF DEVELOPMENT MAY REQUIRE A
DETAILED UNDERSTANDING OF THIS PROPRIETARY KNOW-HOW AND PROCESSES.
EACH PARTY
WILL ENDEAVOR TO APPRAISE THE OTHER OF THE OUTCOMES AND CONSEQUENCES OF THESE
DIFFICULTIES, WHILE PROTECTING THE CONFIDENTIALITY OF THE INFORMATION.
2.4.4
PROJECT LEADERS.
GEN-PROBE AND CHIRON WILL EACH
APPOINT A PROJECT LEADER (EACH A "PROJECT LEADER") WHO IS RESPONSIBLE FOR
(A) ASSEMBLING PROJECT TEAMS FOR HIS OR HER RESPECTIVE PARTY AND (B) COMPLETING
PROJECT RESPONSIBILITIES ALLOCATED TO SUCH PARTY IN SECTION 2.5.
FOR THE
PURPOSES OF COMPLETING THE ESAS 2 DEVELOPMENT PROGRAM, THESE PROJECT LEADERS
WILL REPORT TO THE PROJECT MANAGER.
THE PROJECT LEADER EMPLOYED BY A PARTY
SHALL BE RESPONSIBLE FOR REPORTING TO THE EMPLOYING PARTY WHETHER HE OR SHE
BELIEVES THE OTHER PARTY HAS PROCEEDED DILIGENTLY WITH ITS STATED OBLIGATIONS
UNDER THE ESAS 2 DEVELOPMENT PROGRAM, HAS ALLOCATED SUFFICIENT PERSONNEL,
EQUIPMENT, FACILITIES AND OTHER RESOURCES TO ACHIEVE THE OBJECTIVES OF THE ESAS
2 DEVELOPMENT PROGRAM AND HAS EXERCISED COMMERCIALLY REASONABLE EFFORTS TO
ACHIEVE ITS OBJECTIVES EFFICIENTLY AND EXPEDITIOUSLY.
2.4.5
REPORTS.
IN ADDITION TO THE RECORDS AND REPORTS
REQUIRED TO BE KEPT BY THE PARTIES UNDER SECTION 3.5 OF THE AGREEMENT, EACH
PROJECT LEADER WILL PROVIDE TO THE PROJECT MANAGER, IN WRITING, A PROGRESS
REPORT DELIVERED ON OR BEFORE THE 15TH DAY OF EACH CALENDAR MONTH DURING THE
TERM OF THE ESAS 2 DEVELOPMENT PROGRAM.
THESE REPORTS WILL COVER TECHNICAL
PROGRESS AS WELL AS FINANCIAL EXPENDITURES.
THE PROJECT MANAGER MAY RELY ON ANY
SUCH