SUFFICIENT CAPACITY AND SHALL COMMIT
SUFFICIENT EFFORT TO MANAGE ALL ASPECTS OF THE COLLABORATION.
EACH AM SHALL BE
INVITED TO JOC MEETINGS AS GUESTS OF THE JOC.
ONE MEMBER FROM AMONG EACH
PARTY'S JOC MEMBERS WHO ARE MEMBERS OF SUCH PARTY'S MANAGEMENT TEAM WILL BE
SELECTED AS CO-CHAIR.
THE JOC MEMBERSHIP SHALL BE APPROVED BY THE JSC AND THE
JSC SHALL SELECT THE CO-CHAIRS OF THE JOC FROM AMONG THE THEN-CURRENT MEMBERS;
PROVIDED, HOWEVER, THAT THE INITIAL JOC CO-CHAIRS WILL BE SANDOZ'S VICE
PRESIDENT AND GLOBAL HEAD OF BIOPHARMACEUTICAL DEVELOPMENT (OR THE EQUIVALENT)
AND MOMENTA'S SENIOR VICE PRESIDENT, STRATEGIC BUSINESS OPERATIONS (OR THE
EQUIVALENT).
35
MOMENTA AND SANDOZ MAY EACH CHANGE ITS JOC REPRESENTATIVES OR DESIGNATED
CO-CHAIRS AT ANY TIME BY GIVING WRITTEN NOTICE TO THE OTHER.
THE JOC SHALL MEET
AT LEAST [**] MONTH.
5.7.
JOC RESPONSIBILITIES.
THE JOC SHALL BE RESPONSIBLE FOR:
(A)
OVERSEEING EACH PRODUCT'S ONGOING DEVELOPMENT AND COMMERCIALIZATION ACTIVITIES
AND LEGAL ACTIVITIES UNDER THE COLLABORATIVE PROGRAM (INCLUDING, WITHOUT
LIMITATION, (I) DETERMINING THE STRATEGY TO ACHIEVE LEGAL CLEARANCE, INCLUDING,
WITHOUT LIMITATION, THE STRATEGY WITH RESPECT TO PARAGRAPH IV FILINGS AND
FOREIGN EQUIVALENTS, AND PATENT LITIGATION, AND (II) DETERMINING THE PATENT
PROSECUTION AND ENFORCEMENT STRATEGY WITH RESPECT TO THE JOINT COLLABORATION IP,
THE COLLABORATION PRODUCT-SPECIFIC PATENT RIGHTS AND THE GLYCOPROTEIN
PRODUCT-RELATED PATENT RIGHTS); (B) PROVIDING OVERALL GUIDANCE TO THE JPTS; (C)
REVIEWING AND ENDORSING TO THE JSC EACH PRODUCT'S ANNUAL COLLABORATION PLAN, OR
ANY CHANGES THERETO, INCLUDING WITHOUT LIMITATION, THE BUDGETS CONTAINED
THEREIN, PURSUANT TO SECTION 5.13, AND ANY CHANGES THERETO; (D) REVIEWING EACH
JPT'S PROGRESS TOWARD MILESTONES IN THE ANNUAL COLLABORATION PLANS AND UPDATING
SUCH PROGRESS AT LEAST EVERY [**] MONTHS; (E) ESTABLISHING A REGULATORY AND
POLICY STRATEGY TEAM AS DESCRIBED IN SECTION 7.6; (F) ESTABLISHING A LEGAL /
INTELLECTUAL PROPERTY TEAM (THE "LEGAL /INTELLECTUAL PROPERTY TEAM") TO PROVIDE
STRATEGIC SUPPORT WITH RESPECT TO LEGAL AND INTELLECTUAL PROPERTY STRATEGY
MATTERS FOR THE PRODUCTS; (G) ATTEMPTING TO RESOLVE DISPUTES WITHIN ANY JPT; (H)
REFERRING ANY DISPUTES NOT RESOLVED BY THE JOC TO THE JSC FOR RESOLUTION; AND
(I) PERFORMING SUCH OTHER TASKS AND UNDERTAKING SUCH OTHER RESPONSIBILITIES AS
ARE SET FORTH IN THIS AGREEMENT.
THE JOC SHALL ONLY ACT UNANIMOUSLY AND EACH OF
MOMENTA AND SANDOZ, ACTING THROUGH ITS REPRESENTATIVES, SHALL HAVE ONE VOTE ON
THE JOC.
5.8.
JOINT STEERING COMMITTEE.
THE JOINT STEERING COMMITTEE ("JSC")
SHALL CONSIST OF SIX (6) MEMBERS, THREE (3) REPRESENTATIVES FROM EACH OF SANDOZ
AND MOMENTA, EACH OF WHOM SHALL HAVE THE AUTHORITY, EXPERIENCE AND SENIORITY
SUFFICIENT TO ENABLE HIM OR HER TO MAKE FINAL DECISIONS ON BEHALF OF THE PARTY
HE OR SHE REPRESENTS, AND EACH JSC MEMBER WILL HAVE THE SUFFICIENT CAPACITY AND
SHALL COMMIT SUFFICIENT EFFORT TO MANAGE ALL ASPECTS OF THE COLLABORATION.
ONE
MEMBER FROM AMONG EACH PARTY'S JSC MEMBERS WHO ARE MEMBERS OF SUCH PARTY'S
EXECUTIVE MANAGEMENT TEAM WILL BE SELECTED AS CO-CHAIR.
FOR ONE (1) YEAR AFTER
THE EFFECTIVE DATE, THE CO-CHAIRS SHALL BE SANDOZ'S CHIEF EXECUTIVE OFFICER, AND
MOMENTA'S CHIEF EXECUTIVE OFFICER.
MOMENTA AND SANDOZ