Common use of Composition of the Committee Clause in Contracts

Composition of the Committee. The Research Program shall be conducted under the direction of a joint research committee comprised of […***…] representatives of Merck and […***…] representatives of Ablynx, which shall be the “Committee” for purposes of this Agreement. Each Party shall provide the other with a list of its initial members of the Committee no later than […***…] after the Effective Date, and 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. In case any representative to the Committee named by a Party is or becomes, for any prolonged period of time, incapable and/or unavailable to perform his or her functions as a member of the Committee, said Party shall in good faith name another representative to the Committee, either temporarily or permanently as may be required. These representatives shall have appropriate technical credentials, experience and knowledge, and ongoing familiarity with the Research Programs. Additional representatives or consultants may from time to time, by mutual consent of the Parties, be invited to attend Committee meetings, provided that in all cases, such additional representatives or consultants must be under confidentiality obligations similar to the requirements of Section 4.1. The Committee shall select the chairperson. Decisions of the Committee shall be made unanimously by the representatives, with each Party having a single vote. In the event that the Committee cannot or does not, after good faith efforts, reach agreement on an issue, the issue will be communicated to […***…], who shall endeavor to facilitate a resolution of such issue. If the Parties have not resolved such issue within […***…] following the communication of the issue to such officers, then the resolution and/or course of conduct shall be […***…] (and such matter shall not be subject to dispute resolution pursuant to Section 10.6).