THE PATENT COORDINATORS) MAY ATTEND JRC MEETINGS AS NON-VOTING
OBSERVERS WITHOUT THE CONSENT OF THE OTHER PARTY.
(C)
MINUTES.
THE JRC 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 JRC WITHIN A REASONABLE TIME AFTER THE MEETING, NOT TO EXCEED
TEN (10) BUSINESS DAYS.
THE CO-CHAIRS OF THE JRC SHALL HAVE RESPONSIBILITY FOR
THE PREPARATION AND CIRCULATION OF DRAFT MINUTES.
EACH MEMBER OF THE JRC SHALL
HAVE THE OPPORTUNITY TO PROVIDE COMMENTS ON THE DRAFT MINUTES.
THE MINUTES
SHALL BE APPROVED, DISAPPROVED AND REVISED AS NECESSARY AT THE NEXT JRC
MEETING.
UPON APPROVAL, FINAL MINUTES OF EACH MEETING SHALL BE CIRCULATED TO
THE MEMBERS OF THE JRC BY THE CO-CHAIRS OF THE JRC.
2.2.4
RESPONSIBILITIES.
THE JRC SHALL BE
RESPONSIBLE FOR OVERSEEING THE CONDUCT AND PROGRESS OF THE RESEARCH PROGRAM.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE JRC SHALL HAVE THE
FOLLOWING RESPONSIBILITIES:
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(A)
ESTABLISHING THE OBJECTIVES OF AND THE
APPROPRIATE ALLOCATION OF RESOURCES (INCLUDING PERSONNEL) TO THE RESEARCH
PROGRAM;
(B)
PREPARING OR DIRECTING THE PREPARATION OF
AND SUBMITTING ALL ANNUAL RESEARCH PLANS TO THE JEC FOR APPROVAL;
(C)
PREPARING OR DIRECTING THE PREPARATION OF
AND SUBMITTING AMENDMENTS TO ANNUAL RESEARCH PLANS TO THE JEC FOR APPROVAL;
(D)
MONITORING THE PROGRESS OF EACH ANNUAL
RESEARCH PLAN AND OF EACH PARTY'S ACTIVITIES UNDER EACH ANNUAL RESEARCH PLAN;
(E)
PROVIDING A FORUM FOR CONSENSUAL DECISION
MAKING WITH RESPECT TO THE RESEARCH PROGRAM;
(F)
REVIEWING DATA, REPORTS OR OTHER
INFORMATION SUBMITTED BY EITHER PARTY WITH RESPECT TO WORK CONDUCTED IN THE
RESEARCH PROGRAM;
(G)
PREPARING FOR THE JEC ON AT LEAST A
SEMI-ANNUAL BASIS A PROGRESS REPORT FOR THE RESEARCH PROGRAM IN REASONABLE
DETAIL AND PROVIDING TO THE JEC SUCH ADDITIONAL INFORMATION AS IT MAY REQUEST;
(H)
RECOMMENDING AMENDMENTS TO THE ADVANCEMENT
CRITERIA APPLICABLE TO ANY RESEARCH STAGE AS IT DEEMS APPROPRIATE IN FURTHERANCE
OF THE OBJECTIVES OF THE RESEARCH PROGRAM, AS SET FORTH IN THE APPLICABLE ANNUAL
RESEARCH PLAN;
(I)
DETERMINING AT THE COMPLETION OF EACH
RESEARCH STAGE WHETHER OR NOT TO ADVANCE ANY COLLABORATION COMPOUNDS BASED ON
THE APPLICABLE ADVANCEMENT CRITERIA;
(J)
DETERMINING WHETHER EACH COLLABORATION
COMPOUND SATISFIES THE MINIMUM REQUIREMENT;
(K)
PROVIDING A FORUM FOR THE PARTIES TO
EXCHANGE AND REVIEW SCIENTIFIC INFORMATION AND DATA RELATING TO THE
COLLABORATION; AND
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(L)
MAKING ANY OTHER DECISIONS AS MAY BE
DELEGATED TO THE JRC PURSUANT TO THIS AGREEMENT OR BY MUTUAL WRITTEN AGREEMENT
OF THE PARTIES AFTER THE EFFECTIVE DATE AND PERFORMING SUCH ACTIVITIES AS MAY BE
DELEGATED TO THE JRC PURSUANT TO THIS AGREEMENT, OR BY MUTUAL WRITTEN AGREEMENT
OF THE PARTIES AFTER THE EFFECTIVE DATE.
2.2.5
DISPUTE RESOLUTION.
THE JRC 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 JRC WITHIN * (*) DAYS AFTER THE JRC FIRST