OF THE JSC IN ACCORDANCE WITH
SECTION 3.2.5(C) FOR THE PURPOSE OF RESOLVING ANY DISAGREEMENT AT THE JRDC LEVEL
OR OTHER DISPUTES WITHIN ITS JURISDICTION.
IF THE JSC IS UNABLE TO RESOLVE ANY
DISPUTE, OR UNANIMOUSLY AGREE ON ANY OTHER MATTER BEFORE IT, SUCH DISPUTE OR
OTHER MATTER SHALL BE REFERRED TO THE EXECUTIVE OFFICERS PURSUANT TO
SECTION 13.1.
IF THE EXECUTIVE OFFICERS ARE UNABLE TO RESOLVE THE MATTER UNDER
SECTION 13.1, THEN [***], PROVIDED THAT SUCH ACTIVITIES ARE CONDUCTED IN
COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND WITH THE RESEARCH
PLAN AND DEVELOPMENT PLANS, AS APPLICABLE; PROVIDED, FURTHER, THAT [***]; AND
PROVIDED, FURTHER, THAT, CERTAIN DECISIONS MUST BE DECIDED UNANIMOUSLY (OR, IF
NOT ABLE TO BE DECIDED UNANIMOUSLY, PURSUANT TO SECTION 13.2 (ALTERNATIVE
DISPUTE RESOLUTION)), IN THAT [***]:
(A)
INCREASE [***]
OBLIGATIONS OR REDUCE [***] RIGHTS UNDER THIS AGREEMENT, INCLUDING ANY
OBLIGATION TO DEVOTE ADDITIONAL PERSONNEL OR FINANCIAL RESOURCES TO A SPECIFIC
ACTIVITY OR PROJECT,
(B)
MAKE ANY AMENDMENTS
TO ANY RESEARCH PLAN OR DEVELOPMENT PLAN WHICH INCLUDES ACTIVITIES BY [***],
(C)
DETERMINE THAT THE
EVENTS REQUIRED FOR THE PAYMENT OF DEVELOPMENT EVENT PAYMENTS HAVE NOT OCCURRED,
(D)
DETERMINE THAT IT
HAS FULFILLED ANY OBLIGATIONS UNDER THIS AGREEMENT OR THAT [***] HAS BREACHED
ANY OBLIGATION UNDER THIS AGREEMENT,
(E)
UNILATERALLY MAKE A
DECISION THAT IS EXPRESSLY STATED TO REQUIRE THE MUTUAL AGREEMENT OF THE
PARTIES, OR
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.
24
(F)
OTHERWISE EXPAND
[***] RIGHTS OR REDUCE [***] OBLIGATIONS UNDER THIS AGREEMENT.
3.2.5.
MEETINGS.
(A)
THE JSC SHALL MEET
AT LEAST TWICE ANNUALLY.
THE LOCATION OF JSC MEETINGS SHALL BE AS AGREED BY THE
PARTIES, AND MAY BE HELD IN PERSON, ALTERNATING LOCATIONS BETWEEN THE PARTIES,
OR BY TELEPHONE CONFERENCE CALL OR BY VIDEOCONFERENCE.
(B)
EACH PARTY SHALL USE
REASONABLE EFFORTS TO CAUSE ITS REPRESENTATIVES TO ATTEND THE MEETINGS OF THE
JSC.
IN ADDITION, EACH PARTY MAY, AT ITS DISCRETION, INVITE A REASONABLE NUMBER
OF NON-VOTING EMPLOYEES, AND, WITH THE CONSENT OF THE OTHER PARTY, CONSULTANTS
OR SCIENTIFIC ADVISORS, TO ATTEND MEETINGS OF THE JSC OR THE RELEVANT PORTION
THEREOF; PROVIDED THAT ANY SUCH CONSULTANTS OR SCIENTIFIC ADVISORS ARE BOUND BY
WRITTEN OBLIGATIONS OF CONFIDENTIALITY THAT ARE AT LEAST AS STRINGENT AS THOSE
SET FORTH IN THIS AGREEMENT.
(C)
EITHER PARTY MAY
ALSO REQUEST THAT A SPECIAL MEETING OF THE JSC BE CONVENED FOR THE PURPOSE OF
RESOLVING DISPUTES IN CONNECTION WITH, OR FOR THE PURPOSE OF REVIEWING OR MAKING
A DECISION PERTAINING TO, ANY MATTER WITHIN THE PURVIEW OF THE JSC BY PROVIDING
WRITTEN NOTICE TO THE OTHER PARTY.
SUCH MEETING SHALL BE CONVENED AT SUCH TIME
AS MAY BE MUTUALLY AGREED UPON BY THE PARTIES, BUT IN ANY EVENT SHALL BE HELD
WITHIN FIFTEEN (15) DAYS AFTER THE DATE OF SUCH NOTICE.
(D)
AT ITS INITIAL
MEETING, THE JSC