Composition; Decision Making Clause Samples

Composition; Decision Making. (a) The Committee shall be comprised of [***] senior representatives of Merck (who shall be employees of Merck or its Affiliate, as applicable) and [***] senior representatives of Company. Each Party may change its representatives to the Committee from time to time in its sole discretion, effective upon notice to the other Party of such change. These representatives shall have appropriate technical credentials, experience and knowledge, and ongoing familiarity with the Research Program. Additional representative(s) or consultant(s) may from time to time, by mutual consent of the Parties, be invited to attend Committee meetings, subject to such representative’s or consultant’s written agreement to comply with the requirements of Section 5.1. (b) The goal of all decision-making of the Committee shall be to achieve consensus, and the Committee shall act by unanimous consent. The representatives from each Party will have collectively [***] on behalf of such Party. In the event that the Committee cannot or does not, after reasonable, good faith efforts, reach agreement on an issue within the Committee’s scope as set forth in Section 2.3.2 within [***] after such issue was first referred to the Committee, such issue shall be escalated to Merck’s [***] and Merck’s [***], for all other issues and the Chief Executive Officer of the Company or his/her designee (collectively, the “Executives”). In the event the Executives are unable to resolve a given issue within [***] after the dispute is first referred to the Executives, then the resolution or course of conduct shall be determined by Merck, in its reasonable discretion subject in all cases to Section 2.3.2(c) (but, for clarity, such matter shall not be subject to the dispute resolution mechanisms set forth in Section 11.7). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED