pursuant to a confidential
treatment request.
An unredacted version of this exhibit has been filed
separately with the Commission.
22
AUTHORITY TO OVERSEE OR CONTROL THE MANUFACTURE OR COMMERCIALIZATION OF
ALDURAZYME AND THAT ALL SUCH ACTIVITIES SHALL BE GOVERNED BY THE MANUFACTURING,
MARKETING AND SALES AGREEMENT.
8.2.2
FUNCTIONS.
THE STEERING COMMITTEE SHALL PERFORM THE
FOLLOWING FUNCTIONS: (A) DETERMINE THE OVERALL STRATEGY FOR THE PROGRAM IN THE
MANNER CONTEMPLATED BY THIS AGREEMENT; (B) COORDINATE THE ACTIVITIES OF THE
PARTIES HEREUNDER; (C) SETTLE DISPUTES OR DISAGREEMENTS THAT ARE UNRESOLVED BY
THE PROGRAM MANAGEMENT TEAM; (D) APPROVE ANY AGREEMENTS WITH THIRD PARTIES
REGARDING A COLLABORATION PRODUCT OR WHICH INVOLVE THE GRANT OF ANY RIGHTS
RELATED TO THE DEVELOPMENT OF A COLLABORATION PRODUCT OR MANUFACTURING OF A
COLLABORATION PRODUCT OTHER THAN ALDURAZYME; (E) REVIEW AND APPROVE EACH
DEVELOPMENT PLAN, INCLUDING EACH CHANGE AND ANNUAL UPDATE THERETO, SUBMITTED TO
IT PURSUANT TO SECTION 5.1.3 HEREOF; (F) SERVE AS THE GOVERNING BODY OF
BIOMARIN/GENZYME LLC; AND (G) PERFORM SUCH OTHER FUNCTIONS AS APPROPRIATE TO
FURTHER THE PURPOSES OF THIS AGREEMENT AS DETERMINED BY THE PARTIES.
8.2.3
MINUTES.
THE STEERING COMMITTEE SHALL KEEP ACCURATE
MINUTES OF ITS DELIBERATIONS WHICH SHALL RECORD ALL PROPOSED DECISIONS AND ALL
ACTIONS RECOMMENDED OR TAKEN.
THE SECRETARY SHALL BE RESPONSIBLE FOR THE
PREPARATION OF DRAFT MINUTES.
DRAFT MINUTES SHALL BE SENT TO ALL MEMBERS OF THE
STEERING COMMITTEE WITHIN TEN (10) WORKING DAYS AFTER EACH MEETING AND SHALL BE
APPROVED, IF APPROPRIATE, AT THE NEXT MEETING.
ALL RECORDS OF THE STEERING
COMMITTEE SHALL AT ALL TIMES BE AVAILABLE TO BOTH BIOMARIN AND GENZYME.
8.3 GENERAL DISAGREEMENTS.
ALL DISAGREEMENTS WITHIN THE PROGRAM MANAGEMENT TEAM
OR THE STEERING COMMITTEE SHALL BE SUBJECT TO THE FOLLOWING:
(A)
THE REPRESENTATIVES TO THE PROGRAM
MANAGEMENT TEAM OR STEERING COMMITTEE (AS THE CASE MAY BE) WILL NEGOTIATE IN
GOOD FAITH FOR A PERIOD OF NOT LESS THAN THIRTY (30) DAYS TO ATTEMPT TO RESOLVE
THE DISPUTE.
IN THE CASE OF THE PROGRAM MANAGEMENT TEAM, ANY UNRESOLVED DISPUTE
SHALL BE REFERRED TO THE STEERING COMMITTEE FOR GOOD FAITH NEGOTIATIONS FOR AN
ADDITIONAL PERIOD OF NOT LESS THAN THIRTY (30) DAYS TO ATTEMPT TO RESOLVE THE
DISPUTE.
(B)
IN THE EVENT THAT THE DISPUTE IS NOT
RESOLVED AFTER THE PERIOD SPECIFIED IN CLAUSE (A), THE REPRESENTATIVES SHALL
PROMPTLY PRESENT THE DISAGREEMENT TO THE CHIEF EXECUTIVE OFFICERS OF BIOMARIN
AND GENZYME OR A DESIGNEE OF SUCH CHIEF EXECUTIVE OFFICER REASONABLY ACCEPTABLE
TO THE OTHER PARTY.
(C)
SUCH EXECUTIVES SHALL MEET OR DISCUSS IN A
TELEPHONE OR VIDEO CONFERENCE EACH OF BIOMARIN AND GENZYME'S VIEWS AND EXPLAIN
THE BASIS FOR SUCH DISPUTE.
(D)
IF SUCH
EXECUTIVES
CANNOT
RESOLVE
SUCH
DISAGREEMENT WITHIN THIRTY (30) DAYS AFTER SUCH ISSUE HAS BEEN REFERRED TO THEM,
THEN SUCH DISPUTE SHALL BE REFERRED TO ARBITRATION AS DESCRIBED IN SECTION 14.10
HEREOF.
[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request.
An unredacted version of this exhibit has been filed
separately with the Commission.
23
ARTICLE IX
INTELLECTUAL PROPERTY RIGHTS