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

Composition of the Joint Steering Committee. The Research Program shall be conducted under the direction of a joint steering committee (the “Joint Steering Committee”) comprised of two (2) Merck representatives (who shall be employees of Merck or its Affiliate, as applicable) and two (2) Company representatives (who shall be employees of Company or its Affiliate, as applicable). Each Party may change its representatives on the Joint Steering 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 Joint Steering Committee meetings, subject to such representative’s or consultant’s written agreement to comply with the requirements of Section 4.1. The Joint Steering Committee shall be chaired by a representative of Merck. The role of the chairperson shall be to preside in person or telephonically at meetings of the Joint Steering Committee, to prepare and circulate agendas and to ensure the preparation of minutes. The chairperson of the Joint Steering Committee will be responsible for preparing reasonably detailed written minutes of all Joint Steering Committee meetings that reflect, without limitation, material decisions made at such meetings. The chairperson shall send draft meeting minutes to each member of the Joint Steering Committee for review and approval reasonably promptly after each meeting. Such minutes will be deemed approved unless one or more of the members of the Joint Steering Committee objects to the accuracy of such minutes within ten (10) business days of receipt. Decisions of the Joint Steering Committee shall be made unanimously by the representatives. In the event that the Joint Steering 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 Merck, in its sole discretion.

Composition of the Joint Steering Committee. The Research Program shall be conducted under the direction of Parties hereby establish a joint steering committee (the “Joint Steering Committee”) to facilitate the collaboration hereunder during the Initial Development Period. The Committee shall be comprised of two three (23) Merck representatives (who shall be employees of Merck or its Affiliate, as applicableand three (3) and two (2) Company representatives (who shall be employees of Company or its Affiliate, as applicable)Chimerix. Each Party shall provide the other with a list of its initial members of the Committee no later than thirty (30) days after the Effective Date, and each Party may change its representatives on the Joint Steering Committee from time to time 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 Programrespect to development of pharmaceutical compounds. Additional representative(s) representatives or consultant(s) consultants may from time to time, by mutual consent of the Parties, be invited to attend Joint Steering Committee meetings, subject to such representative’s or consultant’s written agreement to comply with the requirements of Section 4.1. The Joint Steering Committee shall be chaired by a representative of Merck. The role of the chairperson , who shall be to preside in person or telephonically at meetings of the Joint Steering Committee, to prepare and circulate agendas and to ensure the preparation of minutes. The chairperson of the Joint Steering Committee will be responsible for preparing reasonably detailed written draft minutes of all Joint Steering Committee meetings that reflect, without limitation, material decisions made at within thirty (30) days following such meetings. The chairperson , and shall send draft meeting circulate such minutes to each member of the Joint Steering Committee for review and approval reasonably promptly after each meetingmembers. Such minutes will be deemed approved unless one or more of the members of the Joint Steering Committee objects to the accuracy of such Merck shall issue final minutes within ten thirty (1030) business days following receipt of receiptChimerix’s written comments, if any. Decisions of the Joint Steering Committee shall be made unanimously by the representatives, with each Party having a single vote. In the event that the Joint Steering Committee cannot or does not, after reasonable good faith effortsefforts for a period of thirty (30) days, reach agreement on an issue, the issue will be communicated to the appropriate Vice-President of Merck Research Laboratories and the Chief Executive Officer of Chimerix (together, the “Executives”), who shall endeavor to facilitate a resolution of such issue. If the Executives have not resolved such issue within ten (10) business days following the communication of the issue to them, then the resolution and/or course of conduct shall be determined by Merck, in its sole discretiondiscretion (and such matter shall not be subject to dispute resolution pursuant to Section 10.6). Each Party shall bear its own expenses related to the attendance of such meetings by its representatives.