REPORT IN A MUTUALLY-AGREED FORMAT SETTING
FORTH IN REASONABLE DETAIL SUCH PARTY'S RESULTS WITH RESPECT TO ANY GNSC SER
HAPTM MARKER ASSOCIATIONS THAT ARE CONFIRMED AND ANY COLLABORATION SER HAPTM
MARKER ASSOCIATIONS THAT ARE DISCOVERED IN THE SER STUDY (EACH, A "PRELIMINARY
SER STUDY REPORT").
WITHIN [**] THEREAFTER EACH PARTY SHALL PROVIDE TO THE
OTHER PARTY COMMENTS ON THE OTHER PARTY'S PRELIMINARY SER STUDY REPORT.
IF A
PARTY RECEIVING COMMENTS DISAGREES WITH
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SUCH COMMENTS, IT SHALL NOTIFY THE COMMENTING PARTY WITHIN [**] DAYS AFTER
RECEIPT OF THE COMMENTS, FOLLOWING WHICH THE STEERING COMMITTEE SHALL MEET TO
RESOLVE ANY ISSUES AND AGREE UPON A FINAL VERSION OF BOTH PRELIMINARY SER STUDY
REPORTS (THE "FINAL SER STUDY REPORT").
2.3
STEERING COMMITTEE.
2.3.1
FORMATION AND COMPOSITION.
A JOINT COMMITTEE (THE
"STEERING COMMITTEE") COMPRISED OF AN EQUAL NUMBER OF REPRESENTATIVES OF EACH OF
BAYER AND GENAISSANCE, ONE TO BE THE PROGRAM MANAGER AND AT LEAST ONE TO BE
[**], SHALL BE APPOINTED BY THE PARTIES WITHIN THIRTY (30) DAYS AFTER THE
EFFECTIVE DATE.
EACH PARTY SHALL ALSO DESIGNATE A CO-CHAIR OF ITS
REPRESENTATIVES TO THE STEERING COMMITTEE WITHIN SUCH 30-DAY PERIOD.
THE
STEERING COMMITTEE SHALL MEET AS NEEDED, BUT NOT LESS FREQUENTLY THAN ONCE EACH
CALENDAR QUARTER DURING THE COLLABORATION PERIOD.
THE STEERING COMMITTEE SHALL,
IF REQUESTED BY A PARTY, MEET WITHIN THIRTY (30) DAYS AFTER THE REQUEST OF SUCH
PARTY TO ACT UPON ANY MATTER REQUIRING ACTION BY THE STEERING COMMITTEE FOR
APPROVAL.
MEETINGS SHALL BE AT SUCH TIMES AGREED TO BY BAYER AND GENAISSANCE
AND SHALL ALTERNATE BETWEEN [**], UNLESS THE PARTIES OTHERWISE AGREE OR SHALL BE
IN SUCH OTHER FORM (E.G., TELEPHONE OR VIDEO CONFERENCE) AS THE MEMBERS OF THE
STEERING COMMITTEE SHALL AGREE.
EACH PARTY SHALL BEAR ANY AND ALL EXPENSES OF
ITS REPRESENTATIVES IN CONNECTION WITH STEERING COMMITTEE PARTICIPATION.
THE
STEERING COMMITTEE SHALL REMAIN IN OPERATION DURING THE COLLABORATION PERIOD
UNLESS OTHERWISE AGREED BY THE PARTIES.
A PARTY MAY CHANGE ONE OR MORE OF ITS
REPRESENTATIVES TO THE STEERING COMMITTEE AND/OR ITS DESIGNATED CO-CHAIR AT ANY
TIME UPON WRITTEN NOTICE TO THE OTHER PARTY.
THE PARTIES MAY MUTUALLY AGREE TO
CHANGE THE NUMBER OF REPRESENTATIVES WHICH COMPRISES THE STEERING COMMITTEE.
EITHER PARTY MAY PERMIT ADDITIONAL EMPLOYEES AND CONSULTANTS TO ATTEND AND
PARTICIPATE (ON A NON-VOTING BASIS) IN THE STEERING COMMITTEE MEETINGS, SUBJECT
TO THE CONFIDENTIALITY PROVISIONS OF ARTICLE VI.
2.3.2
STEERING COMMITTEE FUNCTIONS AND POWERS.
THE
STEERING COMMITTEE SHALL BE RESPONSIBLE FOR THE OVERALL SUPERVISION AND
MANAGEMENT OF THE COLLABORATION.
IN PARTICULAR, THE STEERING COMMITTEE SHALL:
(A)
MONITOR AND EVALUATE THE STATUS AND
PROGRESS OF THE COLLABORATION;
(B)
APPROVE ANY MATERIAL MODIFICATIONS TO THE
SADR PLAN OR SER PLAN;
(C)
DEFINE JOINT PROCESSES TO MANAGE THE
COLLABORATION AND THE EXCHANGE OF DATA PURSUANT TO SECTION 2.6 AND SECTION 2.7;
(D)
DETERMINE APPROPRIATE MAGNITUDE OF THE SER
STUDY PURSUANT TO SECTION 2.2.1
(E)
PERFORM SUCH ADDITIONAL TASKS ASSIGNED TO
IT IN THIS ARTICLE II; AND
(F)
RESOLVE OPERATIONAL DISPUTES BETWEEN THE
PARTIES.
2.3.3
DECISIONS OF THE STEERING COMMITTEE.