MAY EACH CHANGE ITS JSC
REPRESENTATIVES OR DESIGNATED CO-CHAIRS AT ANY TIME AFTER THE FIRST ANNIVERSARY
OF THE EFFECTIVE DATE (OR EARLIER IF A REPRESENTATIVE OR CO-CHAIR IS NO LONGER
EMPLOYED BY THE RELEVANT PARTY OR IS UNAVAILABLE TO SERVE DUE TO DISABILITY) BY
GIVING WRITTEN NOTICE TO THE OTHER; PROVIDED, HOWEVER, THAT A PARTY'S CO-CHAIR
MUST DIRECTLY REPORT TO SUCH PARTY'S CHIEF EXECUTIVE OFFICER.
5.9.
JSC ADMINISTRATION.
THE JSC CO-CHAIRS SHALL BE RESPONSIBLE FOR
CALLING MEETINGS OF THE JSC AND FOR LEADING THE MEETINGS.
THE JSC SHALL MEET AT
LEAST [**] TIMES ANNUALLY DURING THE COURSE OF THE COLLABORATIVE PROGRAM.
FOLLOWING EACH JSC MEETING, THE AMS SHALL JOINTLY PREPARE DRAFT MEETING MINUTES,
AND SHALL SUBMIT SUCH DRAFT MINUTES TO THE JSC CO-CHAIRS WITHIN [**] DAYS OF
SUCH MEETING TO ALLOW ADEQUATE REVIEW AND COMMENT.
MINUTES SHALL PROVIDE A
DESCRIPTION OF THE DISCUSSIONS HELD AT THE MEETING AND A LIST OF ANY ACTIONS,
DECISIONS OR DETERMINATIONS APPROVED BY THE JSC.
MINUTES OF EACH JSC MEETING
SHALL BE APPROVED OR DISAPPROVED, AND REVISED AS NECESSARY, AT THE NEXT MEETING
AND, FOLLOWING APPROVAL, SHALL BE SIGNED BY THE JSC CO-CHAIRS.
FINAL MINUTES OF
EACH MEETING SHALL BE DISTRIBUTED TO THE MEMBERS OF THE JSC BY THE JSC
CO-CHAIRS.
THE JSC SHALL ONLY ACT UNANIMOUSLY AND EACH OF MOMENTA AND
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SANDOZ, ACTING THROUGH ITS REPRESENTATIVES, SHALL HAVE ONE VOTE ON THE JSC.
DISPUTES SHALL BE RESOLVED PURSUANT TO ARTICLE 13.
5.10.
JSC RESPONSIBILITIES.
THE JSC SHALL BE RESPONSIBLE FOR:
(A)
OVERSEEING THE BROAD STRATEGY OF THE COLLABORATIVE PROGRAM; (B) FINAL APPROVAL
OF ANNUAL COLLABORATION PLANS AND ANY CHANGES THERETO, WITH THE GOAL OF
APPROVING OR REJECTING (I) SUCH PLAN WITHIN [**] DAYS OF THE PROPOSAL OF SUCH
PLAN AND (II) ANY CHANGES THERETO WITHIN [**] BUSINESS DAYS OF THE PROPOSAL OF
SUCH CHANGE; (C) RESOLVING DISPUTES WITHIN THE JOC; AND (D) PERFORMING SUCH
OTHER TASKS AND UNDERTAKING SUCH OTHER RESPONSIBILITIES AS ARE SET FORTH IN THIS
AGREEMENT.
5.11.
JPT, JOC AND/OR JSC MEETINGS.
THE LOCATION OF MEETINGS OF THE
JPTS, JOC AND JSC SHALL ALTERNATE BETWEEN SANDOZ'S PRINCIPAL PLACE OF BUSINESS
AND MOMENTA'S PRINCIPAL PLACE OF BUSINESS, OR AS OTHERWISE AGREED BY THE
PARTIES.
THE JPTS, JOC AND JSC MAY ALSO MEET BY MEANS OF A TELEPHONE CONFERENCE
CALL OR VIDEOCONFERENCE.
EACH PARTY SHALL USE REASONABLE EFFORTS TO CAUSE ITS
REPRESENTATIVES TO ATTEND SUCH MEETINGS.
IF A REPRESENTATIVE OF A PARTY IS
UNABLE TO ATTEND A MEETING, SUCH PARTY MAY DESIGNATE AN ALTERNATE TO ATTEND SUCH
MEETING IN PLACE OF THE ABSENT REPRESENTATIVE.
IN ADDITION, EACH OF MOMENTA AND
SANDOZ MAY, AT ITS DISCRETION, INVITE NON-VOTING EMPLOYEES, AND, WITH THE
CONSENT OF SANDOZ AND MOMENTA, RESPECTIVELY, CONSULTANTS OR SCIENTIFIC ADVISORS,
TO ATTEND THE MEETINGS OF THE JOC OR JSC TO, AMONG OTHER THINGS, REVIEW AND
DISCUSS THE COLLABORATIVE PROGRAM AND ITS RESULTS.
EITHER MOMENTA OR SANDOZ MAY
CONVENE A SPECIAL MEETING OF THE JPTS, JOC OR JSC FOR THE PURPOSE OF RESOLVING
DISPUTES.
5.12.
TERMINATION OF COMMITTEES.
NOTWITHSTANDING ANYTHING TO THE