BY THE CO-CHAIRS.
WHENEVER ANY ACTION BY THE JSC IS CALLED FOR
HEREUNDER DURING A TIME PERIOD IN WHICH THE JSC IS NOT SCHEDULED TO MEET, EITHER
CO-CHAIR SHALL CAUSE THE JSC TO MEET TO TAKE THE ACTION IN THE REQUESTED TIME
PERIOD BY CALLING A SPECIAL MEETING OR THE CO-CHAIRS SHALL ACT BY WRITTEN
CONSENT.
REPRESENTATIVES OF EACH PARTY OR OF ITS AFFILIATES WHO ARE NOT MEMBERS
OF THE JSC MAY ATTEND JSC MEETINGS AS GUESTS WITH THE CONSENT OF THE OTHER
PARTY, WHICH SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
(C)
MINUTES.
THE JSC SHALL KEEP MINUTES OF ITS MEETINGS THAT RECORD
ALL DECISIONS AND ALL ACTIONS RECOMMENDED OR TAKEN IN REASONABLE DETAIL.
DRAFTS
OF THE MINUTES SHALL BE PREPARED AND CIRCULATED TO THE MEMBERS OF THE JSC WITHIN
A REASONABLE TIME AFTER THE MEETING, NOT TO EXCEED TEN (10) BUSINESS DAYS, AND
THE CO-CHAIRS SHALL ALTERNATE RESPONSIBILITY FOR THE PREPARATION AND CIRCULATION
OF DRAFT MINUTES.
EACH MEMBER OF THE JSC SHALL HAVE THE OPPORTUNITY TO PROVIDE
COMMENTS ON THE DRAFT MINUTES.
THE MINUTES SHALL BE APPROVED, DISAPPROVED AND
REVISED AS SOON AS PRACTICABLE.
UPON APPROVAL, FINAL MINUTES OF EACH MEETING
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SHALL BE CIRCULATED TO THE MEMBERS OF THE JSC BY THE CO-CHAIR WITH
RESPONSIBILITY FOR PREPARING SUCH MINUTES.
(D)
EXPENSES.
ARQULE AND DS SHALL EACH BEAR ALL EXPENSES OF THEIR
RESPECTIVE JSC REPRESENTATIVES RELATED TO THEIR PARTICIPATION ON THE JSC AND
ATTENDANCE AT JSC MEETINGS.
IF ANY MEETING IS HELD OFF-SITE, THE EXPENSE FOR
USING THE NECESSARY MEETING FACILITY IS TO BE
BORN BY THE PARTY HOSTING SUCH
MEETING.
2.1.4
RESPONSIBILITIES.
THE JSC SHALL BE RESPONSIBLE FOR GENERAL
OVERSIGHT OF THE CONDUCT AND PROGRESS OF THE DEVELOPMENT PROGRAM, AND THE GLOBAL
DEVELOPMENT AND COMMERCIALIZATION OF LICENSED PRODUCTS.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE JSC SHALL HAVE THE FOLLOWING RESPONSIBILITIES:
(A)
REVIEWING AND APPROVING THE OVERALL GOALS AND STRATEGY OF THE
DEVELOPMENT PROGRAM;
(B)
REVIEWING BUDGETS, DATA, REPORTS OR OTHER INFORMATION SUBMITTED TO
IT BY ANY OTHER COMMITTEE FROM TIME TO TIME;
(C)
OVERSEEING THE ACTIVITIES AND PERFORMANCE BY EACH OF THE OTHER
COMMITTEES OF ITS RESPECTIVE DUTIES;
(D)
REVIEWING AND APPROVING EACH GLOBAL DEVELOPMENT PLAN (AS A
UNANIMOUS DECISION) AND REVIEWING PRODUCT COMMERCIALIZATION PLAN (AS A DS
DECISION);
(E)
APPOINTING THE APPROPRIATE COMMITTEE OR PEOPLE FOR REVIEW OF
COMMERCIALIZATION ISSUES OUTSIDE THE UNITED STATES;
(F)
APPOINTING THE APPROPRIATE COMMITTEE OR PEOPLE FOR REVIEW AND
APPROVAL OF, OR VARIANCES FROM, GLOBAL PRICING POLICY (AS A UNANIMOUS DECISION);
(G)
RESOLVING ALL COMMITTEE MATTERS THAT ARE IN DISPUTE; AND
(H)
MAKING SUCH OTHER DECISIONS AS MAY BE DELEGATED TO THE JSC
PURSUANT TO THIS AGREEMENT OR BY MUTUAL WRITTEN AGREEMENT OF THE PARTIES DURING
THE TERM.
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2.1.5
DISPUTE RESOLUTION.
THE JSC MEMBERS SHALL USE REASONABLE EFFORTS
TO REACH AGREEMENT ON ANY AND ALL MATTERS.
IN THE EVENT THAT, DESPITE SUCH
REASONABLE EFFORTS, AGREEMENT ON A PARTICULAR MATTER CANNOT BE REACHED BY THE
JSC WITHIN * (*) DAYS AFTER THE JSC FIRST MEETS TO