Composition of the Joint Research Committee. The Research Program shall be conducted under the direction of a joint research committee (the "Committee") composed of three (3) named representatives of Merck and three (3) named representatives of Metabasis. Each Party shall appoint its respective representatives to the Committee from time to time, and may substitute one or more of its representatives, 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 representatives or consultants may from time to time, *** Confidential Treatment Requested by mutual consent of the Parties, be invited to attend Committee meetings, subject to such representative's and consultant's written agreement to comply with the confidentiality and non-use obligations equivalent to those set forth in Article 4. Each Party shall bear its own expenses related to the attendance of such meetings by its representatives. The Committee shall be chaired by a representative of Merck. The Committee's decision-making authority shall be limited to scientific and technical matters related to the conduct of the Research Program. Decisions of the Committee shall be made by unanimous vote, with each Party's representatives on the Committee collectively having one (1) vote. In the event that the Committee cannot or does not, after good faith efforts, reach agreement on an issue, such issue shall be referred to the Executive Vice President, Worldwide Basic Research for Merck and the executive Vice President of Research and Development for Metabasis. Such officers of the Parties shall meet promptly thereafter and shall negotiate in good faith to resolve such issue. If they cannot resolve such issue within thirty (30) days of commencing such negotiations, then the resolution and/or course of conduct shall be determined by [***], but [***] will provide [***] or other matters for which [***] and [***]. In no event shall the Committee have the right:
(a) to modify or amend the terms and conditions of this Agreement;
(b) to make any decisions or determinations with respect to the preparation, filing, prosecution, maintenance, enforcement or defense of Patents (which decisions shall be made in accordance with Article 7);
(c) to determine which personnel of a Party perform Research Program activities or act as such Party's representatives on the Committee;
(d) to modify or a...
Composition of the Joint Research Committee. The Research Program shall be conducted under the direction of a joint research committee (the “Committee”) comprised of [**] representatives of Pfizer and [**] representatives of Arvinas. 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 Article 4 and consistent with Section 7.1.5. The Committee shall be chaired by a representative of Pfizer. Each Party shall bear its own expenses related to attendance at such meetings by its representatives. Following the end of the Research Program Term, the Committee shall have a final meeting to review the results of the Research Program and then shall be disbanded. As needed, the Committee shall establish subcommittees and other working groups that shall report to the Committee, having equivalent functional counterparts from each Party, to further the objectives of the Research Program.
Composition of the Joint Research Committee. The Research Collaboration will be conducted under the direction of a joint research committee (the “JRC”) comprised of an equal number of representatives from each Party, up to [***] representatives of RayzeBio (who will be employees of RayzeBio) and up to [***] representatives of PeptiDream (who will be employees of PeptiDream). Each Party may change its representatives to the JRC from time-to-time in its sole discretion, effective upon notice to the other Party of such change. Each Party’s representatives to the JRC will have appropriate technical credentials, experience and knowledge, and ongoing familiarity with the Collaboration Activities being performed under the Research Collaboration at the applicable time, and sufficient seniority to make decisions within the JRC’s authority. The JRC will be chaired by a representative of PeptiDream; such chair will have no decision-making authority beyond that of the other JRC representatives.
Composition of the Joint Research Committee. The joint research committee (the “Joint Research Committee” or “JRC”) shall comprise an equal number of Merck representatives and NGM representatives. Each Party may change its representatives to the JRC 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’s activities. Additional representative(s) or consultant(s) may, from time to time, by mutual consent of the Parties, be invited to attend JRC meetings, subject to such representative’s or consultant’s written agreement to comply with the requirements of Section 10.1. The JRC shall be chaired by a representative of NGM. The chair shall have the responsibilities set forth in Section 2.5.4 but shall have no additional powers or rights beyond those held by other JRC representatives.
Composition of the Joint Research Committee. The Initial Research Program shall be conducted under the direction of a joint research committee (the “Committee”) comprised of three (3) named representatives of MERCK and three (3) named representatives of RENOVIS. Each Party shall appoint its respective representatives to the Committee, and may substitute one or more of its representatives, 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 Initial Research Program. Additional representatives or consultants may from time to time, by mutual consent of the Parties, be invited to attend Committee meetings, subject to such representative’s and consultant’s written agreement to comply with the requirements of Section 4.1. The Committee shall be chaired by a representative of MERCK. Decisions of the Committee shall be made unanimously by the members. In the event that the Committee cannot or does not, after good-faith efforts, reach agreement on an issue, the resolution and/or course of conduct shall first be determined by the Chief Executive Officer of RENOVIS and a Vice President of MERCK; if they are unable to reach agreement, then resolution shall be made by a MERCK Executive Vice President, in his/her sole discretion. Each Party shall bear its own expenses related to the attendance of such meetings by its representatives.
Composition of the Joint Research Committee. Within [**] after the Effective Date (or later if by mutually agreed by the Parties), the Parties shall establish a joint research committee to oversee early stage research of Opt-In Products and to coordinate the conduct of the Research Plan with respect to such Opt-In Products (such committee, the “JRC”). Unless otherwise expressly provided in this Agreement or agreed by the Parties in writing, the JRC shall serve solely in an advisory capacity and have no independent decision-making authority. Each Party shall initially appoint [**] to the JRC, with each representative having knowledge and expertise in the research of Base Editor products and having sufficient seniority within the applicable Party to make decisions arising within the scope of the JRC’s responsibilities and being duly authorized under their respective company’s internal governance procedures to make the decisions or carry out the activities given to them under this Agreement. The Parties may agree to increase the number of representatives from each Party on the JRC; provided, however, that the JRC shall at all times be comprised of an equal number of representatives from each Party.
Composition of the Joint Research Committee. The Research Program shall be conducted under the direction of a joint research committee (the “Committee”) comprised of two (2) representatives of MSD (who shall be employees of MSD or its Affiliate, as applicable) and two (2) representatives of Company (who shall be employees of Company or its Affiliate, as applicable). 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 4.1. The Committee shall be chaired by a representative of MSD. Decisions of the Committee shall be made unanimously by the representatives, with each Party having one (1) vote. In the event that the Committee cannot or does not, after reasonable good faith efforts, reach agreement on an issue, the resolution and/or course of conduct shall be determined by MSD (except for the matter set forth in Section 9.7.11, which shall be governed by the procedures set forth therein), in its sole discretion.
Composition of the Joint Research Committee. The Research Program shall be conducted under the direction of the JRC, comprised of * (*) representatives of Merck and * (*) representatives of Geron. Each Party may change its representatives to the JRC from time to time, in its sole discretion, effective upon prior written 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 representatives or consultants may from time to time, by mutual consent of the Parties, be invited to attend JRC meetings, subject to such representative’s or consultant’s written agreement to comply with the requirements of Section 4. The JRC shall be chaired by a representative of Merck. Decisions of the JRC shall be made unanimously by the representatives. In the event that the JRC cannot or does not, after good faith efforts, reach agreement on an issue related to the Research Program, the resolution and/or course of conduct shall be determined by Merck, in its sole discretion, provided that Geron shall have the right to raise issues of substance to the appropriate Executive Vice President of Merck Research Laboratories if not in agreement with a Merck decision. Each Party shall bear its own expenses related to the attendance of such meetings by its representatives.
Composition of the Joint Research Committee. The Research Program shall be conducted under the direction of a joint research committee (the “JRC”) comprised of [*] representatives of Merck and [*] representatives of SurModics. Each Party shall name its JRC representatives and notify the other Party of its JRC representatives promptly following the Effective Date. Each Party may change its representatives to the JRC from time to time, in its sole discretion, effective upon providing written 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 representatives or consultants may from time to time, by mutual consent of the Parties, be invited to attend JRC meetings, subject to such representative’s or consultant’s written agreement to comply with the requirements of Section 4.1. The JRC shall be chaired by a representative of Merck. Each Party shall bear its own expenses related to the attendance of such meetings by its representatives.
Composition of the Joint Research Committee. The Research Program shall be conducted under the direction of a Joint Research Committee (the "Joint Research Committee") comprised of three (3) named representatives of MERCK and three (3) named representatives of NEOGENESIS. Each party shall appoint its respective representatives to the Joint Research Committee from time to time, and may substitute one or more of its representatives, 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 representatives or consultants may from time to time, by mutual consent of the parties, be invited to attend Joint Research Committee meetings, subject to compliance with Section 4.1. The Chair of the Joint Research Committee shall be a representative of Merck. The Vice-Chair shall be a representative of NEOGENESIS.
