REPORTS FOR THE PURPOSE OF MAKING HIS OR HER PROGRESS REPORT TO THE
SUPERVISORY BOARD DESCRIBED IN SECTION 2.4.6 BELOW.
2.4.6
MEETINGS OF THE SUPERVISORY BOARD. THE SUPERVISORY
BOARD SHALL MEET FROM TIME TO TIME DURING THE TERM OF THIS ESAS 2 ADDENDUM, BUT
NOT LESS FREQUENTLY THAN ONCE EACH CALENDAR QUARTER DURING THE TERM HEREOF.
NOT
LESS FREQUENTLY THAN QUARTERLY, A REGULAR AGENDA ITEM AT THE REGULARLY SCHEDULED
SUPERVISORY BOARD MEETING SHALL BE TO RECEIVE A REPORT FROM THE PROJECT MANAGER
AND CONDUCT A REVIEW OF THE ESAS 2 DEVELOPMENT PROGRAM TO ASSESS PROGRESS OF THE
DEVELOPMENT AND THE POTENTIAL FOR COMMERCIALIZATION OF THE ESAS 2 INSTRUMENT.
2.5
DEVELOPMENT RESPONSIBILITIES.
2.5.1
PRINCIPAL RESPONSIBILITY; GENERAL STATEMENT.
THE
PARTIES' INTENTION IS THE SMOOTH AND EFFICIENT CONDUCT OF DEVELOPMENT, AND THE
PARTIES DESIRE BY THIS SECTION 2.5 TO PROVIDE GUIDING PRINCIPLES BY WHICH THE
RESPONSIBLE PARTY MAY MAKE DAY-TO-DAY DECISIONS AND BY WHICH THE APPROVAL
PROCESS MORE PARTICULARLY DESCRIBED IN SECTION 3 BELOW SHALL BE GOVERNED.
THE
PARTIES INTEND THAT THE ESAS 2 INSTRUMENT DEVELOPMENT WILL BE CONDUCTED
PRIMARILY AND PRINCIPALLY BY [***] WITH CONSULTATION AND DISCUSSION FROM [***],
UNDER THE SUPERVISION OF THE PROJECT MANAGER, AS FOLLOWS: (I) [***] WILL HAVE
PRINCIPAL RESPONSIBILITY UNDER THIS ESAS 2 ADDENDUM FOR THE [***] OF THE ESAS 2
INSTRUMENT, [***] AND [***] FOR [***] AND [***], [***] WITH [***] FOR [***] AND
[***] OF THE ESAS 2 INSTRUMENTS, [***] OF [***] AND [***] OF [***], AND [***] OF
[***] AND [***], AND (II) [***] WILL ASSIST IN THE DEVELOPMENT AND APPROVAL OF
[***] OF EACH INSTRUMENT, PROVIDE [***] TO ITS [***] (MEANING [***] FROM THE
[***] AND [***] AS APPLICABLE) TO FACILITATE DEVELOPMENT OF A [***], PROVIDE
[***] TO ITS [***], PROVIDE [***] INCLUDING [***] TO [***] REQUIRED FOR THE
DEVELOPMENT UNDER THE CONFIDENTIALITY TERMS OF
7
THE AGREEMENT, AND WILL HAVE PRINCIPAL RESPONSIBILITY UNDER THIS ESAS 2 ADDENDUM
FOR THE [***] OF THE [***] AND [***], FOR THE DEVELOPMENT OF THE [***] FOR [***]
SPECIFICALLY RELATED TO THE [***] AND [***], AND FOR THE FORMULATION OF THE
[***] FOR [***] AND FOR EACH [***] WITH [***] TO THE [***] FOR [***].
THE
PARTIES SHALL JOINTLY AGREE UPON ALL VALIDATION ACTIVITIES AND SOFTWARE
DEVELOPMENT PER PRD AND SRS.
THE PARTY TO WHOM PRINCIPAL RESPONSIBILITY IS
ALLOCATED IN THIS SECTION 2.5 HAS THE POWER TO MAKE DAY-TO-DAY DECISIONS
REGARDING MATTERS WITHIN THE AREA OF SUCH RESPONSIBILITY, CONSISTENT WITH THE
OVERALL ESAS 2 DEVELOPMENT PROGRAM.
THE PARTIES' OBLIGATIONS WITH RESPECT TO
CERTAIN WAREHOUSING AND SHIPPING ARE SUBJECT TO AMENDMENT NO. 3.
2.5.2
REGULATORY/LICENSURE.
GEN-PROBE AND CHIRON HAVE
ENTERED INTO THAT CERTAIN DEFINITIVE WRITTEN SETTLEMENT AGREEMENT, DATED
DECEMBER 5, 2001.
SECTION 2(A) OF THE DEFINITIVE WRITTEN SETTLEMENT AGREEMENT
INCORPORATES BY REFERENCE THE PROVISIONS OF THE SHORT FORM AGREEMENT (ATTACHED
AS EXHIBIT A TO THE DEFINITIVE WRITTEN SETTLEMENT AGREEMENT).
THE PARTIES
HEREBY EXPRESSLY INCORPORATE THE PROVISIONS OF SECTION F.6 OF THE SHORT
FORM AGREEMENT BETWEEN THE PARTIES, DATED NOVEMBER 16, 2001, INTO THIS ESAS 2
ADDENDUM, AS