WHILE A COLLABORATION COMPOUND IS IN DEVELOPMENT; PROVIDED,
HOWEVER, THAT THE PARTIES AGREE TO PERIODICALLY DISCUSS IN GOOD FAITH THE
FREQUENCY AND SCOPE OF SUCH ONGOING MEETINGS AND SUCH JSC MEETINGS WILL NOT
OCCUR ONCE ALL PROGRAMS ARE IN COMMERCIALIZATION (AS MEASURED BY THE REGULATORY
APPROVAL, IN ANY COUNTRY OF THE WORLD, OF A LICENSED PRODUCT WITH RESPECT TO
EACH SUCH PROGRAM).
MEETINGS OF THE JSC THAT ARE HELD IN PERSON SHALL ALTERNATE
BETWEEN THE OFFICES OF THE PARTIES, OR SUCH OTHER PLACE AS THE PARTIES MAY
AGREE.
THE MEMBERS OF THE JSC ALSO MAY CONVENE OR BE POLLED OR CONSULTED FROM
TIME TO TIME BY MEANS OF TELECOMMUNICATIONS, VIDEO CONFERENCES, ELECTRONIC MAIL
OR CORRESPONDENCE, AS DEEMED NECESSARY OR APPROPRIATE.
2.1.5
MINUTES.
DURING THE COLLABORATION TERM (SUBJECT TO SECTION 2.1.2),
THE CHAIRPERSON SHALL DESIGNATE TO THE ALLIANCE MANAGER OF THE OTHER PARTY,
RESPONSIBILITY FOR PREPARING AND CIRCULATING MINUTES WITHIN [***] DAYS AFTER
SUCH MEETING SETTING FORTH, A BRIEF SUMMARY OF THE DISCUSSIONS AT THE MEETING
AND A LIST OF ANY ACTIONS, DECISIONS OR DETERMINATIONS APPROVED BY THE JSC AND A
LIST OF ANY ISSUES TO BE RESOLVED BY THE EXECUTIVE OFFICERS PURSUANT TO
SECTION 2.1.7.
SUCH MINUTES SHALL BE EFFECTIVE ONLY AFTER WRITTEN APPROVAL OF
SUCH MINUTES BY BOTH PARTIES.
WITH THE SOLE EXCEPTION OF SPECIFIC ITEMS OF THE
MEETING MINUTES TO WHICH THE MEMBERS CANNOT AGREE AND WHICH ARE ESCALATED TO THE
EXECUTIVE OFFICERS AS PROVIDED IN SECTION 2.1.7 BELOW, DEFINITIVE MINUTES OF ALL
JSC MEETINGS SHALL BE FINALIZED NO LATER THAN [***] DAYS AFTER THE MEETING TO
WHICH THE MINUTES PERTAIN. IF AT ANY TIME DURING THE PREPARATION AND
FINALIZATION OF THE JSC MINUTES, THE PARTIES DO NOT AGREE ON ANY ISSUE WITH
RESPECT TO THE MINUTES, SUCH ISSUE SHALL BE RESOLVED BY THE ESCALATION PROCESS
AS PROVIDED IN SECTION 2.1.7.
THE DECISION RESULTING FROM THE ESCALATION
PROCESS SHALL BE RECORDED BY THE DESIGNATED ALLIANCE MANAGER IN AMENDED
FINALIZED MINUTES FOR SAID MEETING.
NOTWITHSTANDING ANY OF THE FOREGOING, IN NO
EVENT SHALL SUCH MINUTES BE DEEMED TO AMEND, OR BE INCORPORATED INTO, THE TERMS
OF THIS AGREEMENT.
29
2.1.6
SPECIFIC RESPONSIBILITIES OF THE JSC. WITHOUT LIMITING ANY OF THE
FOREGOING, SUBJECT TO SECTIONS 2.1.7 AND 2.2.2, THE JSC SHALL PERFORM THE
FOLLOWING FUNCTIONS FOR ANY GIVEN PROGRAM, SOME OR ALL OF WHICH MAY BE ADDRESSED
DIRECTLY AT ANY GIVEN MEETING OF THE JSC:
(A)
REVIEW [***] EACH RESEARCH PLAN AND ANY AMENDMENTS THERETO AS
IT RELATES TO EITHER AN INITIAL COLLABORATION TARGET OR A SUBSEQUENT
COLLABORATION TARGET;
(B)
CONFIRM THAT THE DISCOVERY MILESTONE HAS BEEN ACHIEVED FOR A
PROGRAM, [***];
(C)
REVIEW, UPDATE [***] (UPON UNANIMOUS AGREEMENT OF THE PARTIES)
THE CANDIDATE SELECTION CRITERIA WITHIN [***] DAYS OF RECOMMENDATION BY THE JPS,
INCLUDING ANY AMENDMENTS THERETO PROPOSED BY EITHER PARTY (THROUGH THE JPS, JSC
OR OTHERWISE);
(D)
AMEND ([***] OF THE PARTIES) THE CANDIDATE SELECTION CRITERIA
FROM TIME TO TIME;
(E)
CONFIRM ([***] OF THE PARTIES) WHETHER A COLLABORATION
COMPOUND MEETS THE CANDIDATE SELECTION CRITERIA;
(F)
REVIEW,