REPRESENTATIVES PRESENT OR VOTING; PROVIDED, THAT NO
SUCH VOTE SHALL BE VALID UNLESS EACH PARTY IS REPRESENTED BY AT LEAST TWO
MEMBERS EITHER BY WRITTEN PROXY OR ACTUAL PRESENCE AT THE MEETING AT WHICH THE
VOTE IS TAKEN. SUBJECT TO APPROPRIATE CONFIDENTIALITY UNDERTAKINGS WHERE
APPLICABLE, EACH PARTY SHALL HAVE THE RIGHT, UPON WRITTEN NOTICE TO THE OTHER
PARTY, TO HAVE PRESENT AT JSC MEETINGS ADDITIONAL, NON-VOTING PARTICIPANTS (NOT
TO EXCEED SIX SUCH PARTICIPANTS AT ANY JSC MEETING WITHOUT THE CONSENT OF THE
OTHER PARTY). SUCH ADDITIONAL PARTICIPANTS SHALL NOT BE DEEMED TO BE, OR HAVE
ANY RIGHTS OR RESPONSIBILITIES OF, A MEMBER OF THE JSC. THE PARTIES SHALL CAUSE
THEIR RESPECTIVE REPRESENTATIVES ON THE JSC TO USE THEIR REASONABLE EFFORTS TO
RESOLVE ALL MATTERS PRESENTED TO THEM AS EXPEDITIOUSLY AS POSSIBLE. WATSON SHALL
PROPOSE THE AGENDA FOR EACH REGULAR MEETING AND APPOINT A SECRETARY TO THE
MEETING WHO SHALL RECORD THE MINUTES OF THE MEETING. SUCH MINUTES SHALL BE
CIRCULATED TO THE PARTIES PROMPTLY FOLLOWING THE MEETING FOR REVIEW AND COMMENT
AND FOR UNANIMOUS RATIFICATION BY BOTH PARTIES. EACH PARTY SHALL BEAR ITS OWN
TRAVEL AND RELATED COSTS INCURRED IN CONNECTION WITH PARTICIPATION IN THE JSC.
SECTION 3.5
JSC DISPUTES.
(A)
IN THE EVENT THAT THE JSC IS, AFTER A PERIOD OF TEN (10) DAYS,
UNABLE TO MAKE A DECISION DUE TO A LACK OF REQUIRED UNANIMITY, EITHER PARTY MAY
SUBMIT THE MATTER BEING CONSIDERED TO THE EXECUTIVE OFFICERS FOR A JOINT
DECISION. IN SUCH EVENT, EITHER CO-CHAIR OF THE JSC, BY WRITTEN NOTICE TO THE
OTHER PARTY, SHALL FORMALLY REQUEST THE DISPUTE BE RESOLVED BY THE EXECUTIVE
OFFICERS, SPECIFYING THE NATURE OF THE DISPUTE WITH SUFFICIENT DETAIL TO PERMIT
ADEQUATE CONSIDERATION BY THE EXECUTIVE OFFICERS. THE EXECUTIVE OFFICERS SHALL
DILIGENTLY AND IN GOOD FAITH ATTEMPT TO RESOLVE THE REFERRED DISPUTE
EXPEDITIOUSLY AND, IN ANY EVENT, WITHIN FIFTEEN (15) DAYS OF RECEIVING SUCH
WRITTEN NOTIFICATION.
(B)
IN THE EVENT THAT THE EXECUTIVE OFFICERS ARE UNABLE TO REACH A
RESOLUTION OF ANY REFERRED DISPUTE AFTER GOOD FAITH NEGOTIATIONS DURING THE
FIFTEEN (15) DAY PERIOD REFERRED TO IN
4
Confidential Information, indicated by [***], has been omitted from this filing
and filed separately with the Securities Exchange Commission
SECTION 3.5(A) ABOVE AND IN THE EVENT SUCH DISPUTE IS NOT RELATED TO COMPLIANCE
WITH THIS AGREEMENT, REGULATORY MATTERS, OR THE VALIDITY, BREACH OR
INTERPRETATION OF THIS AGREEMENT, EITHER PARTY MAY COMMENCE MEDIATION WITHIN
FIFTEEN DAYS AFTER THE CONCLUSION OF SUCH FIFTEEN (15) DAY PERIOD BY PROVIDING
TO THE OTHER PARTY A WRITTEN REQUEST FOR NON-BINDING MEDIATION, SETTING FORTH
THE SUBJECT OF THE DISPUTE AND THE RELIEF REQUESTED (A "MEDIATION NOTICE"). THE
PARTIES WILL COOPERATE WITH JUDICIAL ARBITRATION AND MEDIATION SERVICES ("JAMS")
AND WITH ONE ANOTHER IN SELECTING A MEDIATOR FROM JAMS' PANEL OF NEUTRALS, AND
IN SCHEDULING THE MEDIATION PROCEEDINGS. THE PARTIES SHALL ENDEAVOR TO CONCLUDE
ANY MEDIATION UNDER THIS SECTION 3.5 WITHIN THIRTY (30) DAYS AFTER DELIVERY BY
EITHER PARTY OF MEDIATION NOTICE. THE PARTIES COVENANT THAT THEY WILL
PARTICIPATE IN