Common use of Composition of the Joint Research Committee Clause in Contracts

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 amend the Research Plan in any manner that would require Metabasis to devote a number of FTEs to the Research Program beyond that specified in, or agreed upon in accordance with, Section 2.3.2 or to incur expenses not contemplated by this Agreement; (e) to modify or amend Schedule I, II, III, IV or V to the Research Plan; or (f) to determine any such issue in a manner that would conflict with the express terms and conditions of this Agreement.

Composition of the Joint Research Committee. The Research Program shall be conducted under the direction of a joint research committee (the "“Committee"”) composed comprised of three (3) named representatives of Merck MERCK and three (3) named representatives of MetabasisAVEO. 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-to-time, *** Confidential Treatment Requested by mutual consent of the Parties, be invited to attend Committee meetings, subject to such representative's ’s and consultant's ’s written agreement to comply with the confidentiality and non-use obligations equivalent to those set forth in Article 4requirements of Section 4.1. 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 ProgramMERCK. Decisions of the Committee shall be made unanimously by unanimous vote, with each Party's representatives on the Committee collectively having one (1) votemembers. In the event that the Committee cannot or does not, after good faith efforts, reach agreement on an issue, such the issue shall will be referred to the appropriate MERCK employee designated by a MERCK Executive Vice President, Worldwide Basic Research President and AVEO officer designated by AVEO’s Chief Executive Officer 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 issueresolution. If they canagreement is not resolve such issue within thirty (30) days of commencing such negotiationsreached at that level, then the resolution and/or course of conduct issue will be referred to the appropriate MERCK Executive Vice President and the AVEO Chief Executive Officer for resolution. If agreement is not reached at that level, then, the final decision shall be determined made by [***]the President of the MERCK Research Laboratories division; provided, 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 however, if agreement is not reached with respect to the preparationdetermination of criteria under Sections 5.3(a) or 5.3(b), filing, prosecution, maintenance, enforcement or defense of Patents (which decisions such determination shall be made pursuant to Section 9.6. For purposes of clarity, any dispute as to whether a milestone in accordance Section 5.3 has been achieved shall be resolved pursuant to Section 9.6. Notwithstanding any other provision of this Section 2.5.1, no decision shall be made by the Committee or either Party which is inconsistent with Article 7); the terms of this Agreement or imposes any obligation or burden upon the other Party that is outside the scope of this Agreement (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 amend the Research Plan in any manner that would require Metabasis to devote a number of FTEs to the Research Program beyond that specified inincluding, or agreed upon in accordance withwithout limitation, Section 2.3.2 or to incur expenses not contemplated by this Agreement; (e) to modify or amend Schedule I, II, III, IV or V to the Research Plan; or (f) to determine any such issue , as mutually agreed in a manner that would conflict with writing by the express terms and conditions of this AgreementParties).

Composition of the Joint Research Committee. The Research Program shall be conducted under the direction of a joint research committee (the "“Committee"”) composed comprised of three (3) named representatives of Merck and three (3) named representatives of MetabasisAmbrx. Each Party shall appoint provide the other with a list of its respective initial members of the Committee no later than thirty (30) days after the Effective Date, and each Party may change its 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 ’s or consultant's ’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 requirements of such meetings by its representativesSection 4.1. The Committee shall be chaired by a representative of Merck. The Committee's decision-making authority , who shall be limited to scientific prepare written draft minutes of all Committee meetings within twenty (20) days following such meetings, and technical matters related shall circulate such minutes to the conduct Committee members. Merck shall issue final minutes within twenty (20) days following receipt of the Research ProgramAmbrx’s written comments. Decisions of the Committee shall be made unanimously by unanimous votethe representatives, with each Party's representatives on the Committee collectively Party having one (1) a single vote. In the event that the Committee cannot or does not, after good faith efforts, reach agreement on an issue, such the issue will be communicated [***] who shall be referred endeavor to the Executive Vice President, Worldwide Basic Research for Merck and the executive Vice President facilitate a resolution 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 canthe Parties have not resolve resolved such issue within thirty ten (3010) business days following the communication of commencing such negotiationsthe issue to them, then the resolution and/or course of conduct shall be determined by [***]Merck, but [***] will provide in its sole discretion (and such matter shall not be subject to dispute resolution pursuant to Section 10.6); [***] or other matters for which (iii) resolve any dispute regarding payments hereunder. In making such final decision, the [***] shall consider any comments from Ambrx and [***]such decision shall be consistent with the general goals of the applicable Research Program. In no event Each Party 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 bear its own expenses related to the preparation, filing, prosecution, maintenance, enforcement or defense attendance 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 amend the Research Plan in any manner that would require Metabasis to devote a number of FTEs to the Research Program beyond that specified in, or agreed upon in accordance with, Section 2.3.2 or to incur expenses not contemplated meetings by this Agreement; (e) to modify or amend Schedule I, II, III, IV or V to the Research Plan; or (f) to determine any such issue in a manner that would conflict with the express terms and conditions of this Agreementits representatives.

Composition of the Joint Research Committee. The Research Program shall be conducted under the direction of a joint research committee (the "“Committee"”) composed comprised of three (3) named representatives of Merck MERCK and three (3) named representatives of MetabasisAVEO. 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 ’s and consultant's ’s written agreement to comply with the confidentiality and non-use obligations equivalent to those set forth in Article 4requirements of Section 4.1. 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 ProgramMERCK. Decisions of the Committee shall be made unanimously by unanimous vote, with each Party's representatives on the Committee collectively having one (1) votemembers. In the event that the Committee cannot or does not, after good faith efforts, reach agreement on an issue, such the issue shall will be referred to the appropriate MERCK Executive Vice PresidentPresident and AVEO officer designated by AVEO’s Chief Executive Officer for resolution. If agreement is not reached at that level, Worldwide Basic Research for Merck the issue will be referred to the appropriate MERCK Executive Vice President and the executive Vice President of Research and Development AVEO Chief Executive Officer for Metabasis. Such officers of resolution, provided, however, that, except as provided below, if the Parties shall meet promptly thereafter and shall negotiate in good faith to resolve such issue. If they cannot resolve such thereafter agree on any 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 relating to the preparationactivities of AVEO or MERCK relating to a Collaboration Compound, filingProduct, prosecutionNon-MAP Collaboration Target, maintenanceMAP Collaboration Target or Discovery Target, enforcement or defense of Patents (which decisions the final decision shall be made in accordance with Article 7); (cby the President of the MERCK Research Laboratories division. All decisions of the Committee required pursuant to Section 3.4.2(d)(i) to determine which personnel of a Party perform Research Program activities or act as such Party's representatives on the Committee; (dand 3.4.2(e)(i) to modify or amend the Research Plan in any manner that would require Metabasis to devote a number of FTEs must be unanimous and are not subject to the final decision-making authority of the President of the MERCK Research Program beyond that specified inLaboratories division. Notwithstanding any other provision of this Section 2.4.1, no decision shall be made by the Committee or agreed upon in accordance with, Section 2.3.2 or to incur expenses not contemplated by this Agreement; (e) to modify or amend Schedule I, II, III, IV or V to the Research Plan; or (f) to determine any such issue in a manner that would conflict either Party which is inconsistent with the express terms and conditions of this Agreement or imposes any obligation or burden upon the other Party that is outside the scope of this Agreement.

Composition of the Joint Research Committee. The Research Program Collaboration shall be conducted under the direction of a joint research committee (the "“Joint Research Committee"” or “JRC”) composed of three (3) named representatives of Merck and three (3) named representatives of Metabasis. Each Party shall appoint party may change its respective representatives to the Committee JRC from time to time, and may substitute one or more of its representatives, time in its sole discretion, effective upon notice to the other Party party of such change. These representatives shall have appropriate technical credentials, experience and knowledge, and ongoing familiarity with the Research ProgramCollaboration. Additional representatives or consultants may from time to time, *** Confidential Treatment Requested by mutual consent of the Partiesparties, be invited to attend Committee JRC meetings, subject to such representative's and ’s or consultant's ’s written agreement to comply with the confidentiality and non-non use obligations equivalent to those set forth in Article 49 hereof. Each Party party shall bear its own expenses related to the attendance of such meetings by its representatives. The Committee JRC shall be chaired by a representative of Merck. The Committee's Except as expressly provided in this Section 2.2, the JRC’s decision-making authority shall be limited to scientific and technical matters related to the conduct of the Collaboration. The JRC shall have the authority to develop and agree upon the initial Research ProgramPlan, as described below, and thereafter to modify the Research Plan, including, without limitation, the allocation by scientific discipline of the FTEs at Metabasis funded by Merck in accordance with Section 2.4, subject to the limitations set forth below in this Section 2.2. Decisions of the Committee JRC shall be made by unanimous vote, with each Party's party’s representatives on the Committee JRC collectively having one (1) vote. In the event that the Committee JRC cannot or does not, after good faith efforts, reach agreement on an issue, such issue shall be referred to the Alliance Managers, who shall meet promptly thereafter and shall negotiate in good faith to resolve such issue. If they cannot resolve such issue within ten (10) business days of commencing such negotiations, then such issue shall be referred to the Executive Vice President, Worldwide Basic Research for Merck and the executive Executive Vice President of Research and Development for Metabasis. Such officers of the Parties 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 the [***], but [***] will provide [***] or other with respect to matters for which [***] and will give good faith consideration to [***] and make reasonable efforts to take [***]. In Notwithstanding the foregoing, in no event shall the Committee JRC [***] 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 amend the Research Plan in any manner that would require Metabasis to devote a number of FTEs to the Research Program beyond that specified in, or agreed upon in accordance with, Section 2.3.2 or to incur expenses not contemplated by this Agreement; (e) to modify or amend Schedule I, II, III, IV or V to the Research Plan; or (f) to determine any such issue in a manner that would conflict with the express terms and conditions of this Agreement.