THE
MEETING, OR MAY PROPOSE THAT THERE NOT BE A SPECIFIC AGENDA FOR A PARTICULAR
MEETING, SO LONG AS SUCH OTHER PARTY CONSENTS TO SUCH LATER ADDITION OF SUCH
AGENDA ITEMS OR THE ABSENCE OF A SPECIFIC AGENDA FOR SUCH JSC MEETING.
THE JSC
SHALL CONSIDER AND COMMENT ON ALL MATTERS REASONABLY IDENTIFIED BY EITHER
PARTY.
THE JSC SHALL REMAIN IN EFFECT AFTER THE END OF THE DEVELOPMENT PERIOD
ONLY TO THE EXTENT DESIRED BY BOTH PARTIES.
4.1.6
RESPONSIBILITIES. IN ADDITION TO ESTABLISHING A FORUM FOR
COMMUNICATION REGARDING THE DEVELOPMENT SERVICES, WHILE THE JSC IS IN PLACE, THE
JSC MAY, AS REQUESTED BY EITHER PARTY HERETO:
REVIEW AND COMMENT ON ALL PROPOSED STATEMENTS OF WORK.
REVIEW AND COMMENT ON THE CONDUCT OF THE DEVELOPMENT
SERVICES.
REVIEW AND COMMENT ON THE PERFORMANCE OF ANY SUBCONTRACTORS
PERFORMING ANY PORTION OF THE DEVELOPMENT SERVICES ON BEHALF OF CYBERHEART.
PROVIDE FEEDBACK TO THE PROJECT MANAGER.
REVIEW, EVALUATE, AND COMMENT ON ALL REPORTS REQUIRED BY
THIS AGREEMENT OR THE APPLICABLE STATEMENT OF WORK PURSUANT TO THE DEVELOPMENT
SERVICES.
REVIEW AND COMMENT ON THE CONDUCT AND RESULTS OF
PRE-CLINICAL STUDIES AND CLINICAL TRIALS.
REVIEW AND COMMENT ON THE REGULATORY FILINGS BY CYBERHEART
AND ACCURAY.
4.2
DEVELOPMENT STAFFING.
4.2.1
PROJECT MANAGER.
EXCEPT TO THE EXTENT OTHERWISE AUTHORIZED
OR REQUESTED BY CYBERHEART, EACH STATEMENT OF WORK SHALL IDENTIFY, AND ACCURAY
SHALL DEDICATE, AN EMPLOYEE OF ACCURAY TO ACT AS THE DEVELOPMENT SERVICES
PROJECT MANAGER (THE "PROJECT MANAGER"), WHO SHALL BE SUFFICIENTLY SENIOR AND
EXPERIENCED TO PROPERLY MANAGE THE EXCHANGE OF INFORMATION AND MATERIALS BETWEEN
THE PARTIES AND TO PROPERLY MANAGE AND UNDERTAKE THE DEVELOPMENT SERVICES AND
DELIVER THE APPLICABLE DELIVERABLES.
FOR CLARITY, A SINGLE PROJECT MANAGER MAY
BE RESPONSIBLE FOR MORE THAN ONE PROJECT TO THE EXTENT REASONABLE BASED UPON THE
TIME COMMITMENT REQUIRED FOR EACH PROJECT.
CYBERHEART SHALL FUND SUCH PROJECT
MANAGER ONLY AS EXPRESSLY SET FORTH IN THE APPLICABLE STATEMENT OF WORK DURING
THE PERIOD IN WHICH THE DEVELOPMENT SERVICES UNDER THE STATEMENT OF WORK ARE
BEING PERFORMED, AND SUCH PROJECT
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MANAGER SHALL REPORT DIRECTLY TO THE JSC AND THE CYBERHEART LIAISON.
ANY AND
ALL COMMUNICATION FROM AND TO ACCURAY WITH RESPECT TO THE DEVELOPMENT SERVICES
SHALL BE CHANNELED THROUGH SUCH PROJECT MANAGER.
UNLESS OTHERWISE AGREED TO BY
CYBERHEART, EACH PROJECT MANAGER SHALL BE DEDICATED SOLELY TO THE DEVELOPMENT
SERVICES UNDER THE RELEVANT STATEMENT OF WORK.
4.2.2
ACCURAY PROJECT TEAM.
ACCURAY SHALL PROVIDE SUFFICIENT
RESOURCES, INCLUDING WITHOUT LIMITATION FTES, TO USE REASONABLE COMMERCIAL
EFFORTS TO PERFORM THE DEVELOPMENT SERVICES AND CREATE THE DELIVERABLES AS SET
FORTH IN EACH STATEMENT OF WORK.
EACH MEMBER OF ACCURAY'S PERSONNEL ASSIGNED TO
PERFORM DEVELOPMENT SERVICES SHALL BE THE SAME LEVEL OF EXPERIENCE AND EXPERTISE
THAT ACCURAY WOULD ASSIGN TO DEVELOPMENT OF ITS OWN TECHNOLOGY OF A SIMILAR
NATURE AND IMPORTANCE AS THE DELIVERABLES UNDER THE RELEVANT STATEMENT OF WORK
AND IN ALL CASES PROPERLY TRAINED AND COMPETENT IN THEIR RESPECTIVE TECHNICAL
AREAS.
4.2.3
CYBERHEART REPRESENTATIVE.
EACH STATEMENT OF WORK SHALL
IDENTIFY