IF THERE ARE [***] OF EACH OF JANSSEN AND VERTEX IN ATTENDANCE. THE CHAIR
OF EACH COMMITTEE SHALL BE RESPONSIBLE FOR SCHEDULING EACH MEETING, AND FOR
ISSUING APPROPRIATE MINUTES OF EACH MEETING OF THAT COMMITTEE WITHIN [***] OF
THE DATE OF SUCH MEETING. THE MINUTES SHALL BE CONSIDERED AS ACCEPTED BY A PARTY
IF, [***], NONE OF THAT PARTY'S COMMITTEE MEMBERS HAVE OBJECTED TO THE DRAFT OF
SUCH MINUTES IN WRITING OR BY EMAIL TO THE CHAIR. [***] WHERE DECISIONS ARE
REQUIRED OF A COMMITTEE, THE MEMBERS OF THAT COMMITTEE WILL ATTEMPT IN GOOD
FAITH TO REACH CONSENSUS WITH RESPECT TO THE MATTER AT HAND. IF AGREEMENT CANNOT
BE REACHED AFTER A GOOD FAITH DISCUSSION AMONG THE MEMBERS OF [***]
ANY
DECISION REQUIRED OR PERMITTED TO BE TAKEN BY ANY COMMITTEE MAY BE TAKEN WITHOUT
A MEETING IN PERSON TAKING PLACE, IF (I) A CONSENT IN WRITING, SETTING FORTH THE
DECISION SO TAKEN, IS SIGNED BY ALL DESIGNATED MEMBERS OF THAT COMMITTEE; OR
(II) BY MUTUAL
Information redacted pursuant to a confidential treatment request.
An
unredacted version of this exhibit has been filed separately with the
Commission.
14
AGREEMENT OF THE PARTIES, THE MEETING IS CONDUCTED BY TELECONFERENCE OR
VIDEOCONFERENCE; PROVIDED, HOWEVER, THAT A PARTY THAT HAS REQUESTED A JSC
MEETING ON [***] MAY NOT OBJECT TO THE CONDUCT OF THAT MEETING BY TELECONFERENCE
OR VIDEOCONFERENCE. EACH PARTY MAY, IN ITS REASONABLE DISCRETION, INVITE
NON-MEMBER REPRESENTATIVES OF SUCH PARTY TO ATTEND MEETINGS OF A COMMITTEE;
PROVIDED, HOWEVER THAT (I) THE ATTENDANCE BY ANY SUCH NON-MEMBER REPRESENTATIVE
SHALL BE REASONABLY ACCEPTABLE TO BOTH PARTIES AND (II) THE REQUIREMENTS OF
SECTION 11.2 OF THIS AGREEMENT WITH RESPECT TO OBLIGATIONS OF CONFIDENTIALITY
AND NON-USE SHALL HAVE BEEN SATISFIED WITH RESPECT TO ANY SUCH NON-MEMBER
REPRESENTATIVE. EACH PARTY WILL BE RESPONSIBLE FOR ITS REPRESENTATIVES' EXPENSES
INCURRED IN ATTENDING COMMITTEE MEETINGS.
2.4
ALLIANCE MANAGERS. PROMPTLY AFTER THE EFFECTIVE DATE, EACH PARTY MAY
APPOINT AN INDIVIDUAL(S) TO ACT AS THE ALLIANCE MANAGER(S) FOR SUCH PARTY (THE
"ALLIANCE MANAGERS"). EACH ALLIANCE MANAGER WHO IS NOT OTHERWISE A MEMBER SHALL
THEREAFTER BE PERMITTED TO ATTEND MEETINGS OF THE COMMITTEES. THE ALLIANCE
MANAGERS, IF APPOINTED, SHALL BE A SIGNIFICANT POINT OF CONTACT FOR THE PARTIES
REGARDING THE ADMINISTRATION OF THIS AGREEMENT.
ARTICLE 3 - GLOBAL DEVELOPMENT OF PRODUCT CANDIDATE
3.1
CURRENT STATUS. PRIOR TO THE EFFECTIVE DATE, VERTEX INDEPENDENTLY
INITIATED PHASE II CLINICAL STUDIES OF VX-950 IN NORTH AMERICA AND THE EU, AND
HAS CONDUCTED OR IS CONDUCTING OTHER CLINICAL AND NON-CLINICAL STUDIES IN
SUPPORT OF THE OVERALL DEVELOPMENT OF VX-950. THE PARTIES HAVE AGREED TO
CONTINUE THE DEVELOPMENT OF PRODUCT CANDIDATES UNDER THE DEVELOPMENT PROGRAM AND
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
3.2
DEVELOPMENT PROGRAM. PRODUCT CANDIDATES WILL BE DEVELOPED IN THE
TERRITORY AND IN NORTH AMERICA PURSUANT TO A GLOBAL DEVELOPMENT PLAN AND IN
CONNECTION WITH ANY ADDITIONAL DEVELOPMENT ACTIVITIES THAT MAY BE UNDERTAKEN BY
EITHER PARTY. THE GLOBAL DEVELOPMENT PLAN AND ANY SUCH ADDITIONAL DEVELOPMENT
ACTIVITIES TOGETHER CONSTITUTE THE DEVELOPMENT PROGRAM FOR A