Common use of Development Advisory Committee Clause in Contracts

Development Advisory Committee. Upon completion of the last of the Research Programs (as indicated in Section 3.6.3), the Parties shall establish a “Development Advisory Committee” or “DAC” as (i) a forum for Merck to keep Ablynx apprised of the progress of the planned activities related to the Development of Compounds and Products with respect to the next unachieved Research Milestone or Development Milestones, as the case may be (provided, however, that all such discussions of planned activities are for informational purposes only and shall not be binding on Merck) and (ii) a forum for Ablynx, based on Ablynx’s knowledge of the Nanobody platform and the Research and Development and intended Commercialization activities of Merck, to keep Merck apprised of Ablynx Background Know-How (including (x) any updates and/or improvements to any Ablynx Manufacturing Technology if Merck determines to utilize any Ablynx Manufacturing Technology (alone or in combination with other technologies) in connection with the manufacture of Compound or Product and (y) general information on Nanobodies) that may be useful to the Research, Development and/or Commercialization of such Product (and/or the Program CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Nanobodies and/or Compounds contained therein). The DAC will be solely for informational purposes (and shall have no decision making authority) and accordingly, no approval of the DAC shall be required for any Research or Development activities. For clarity: (i) all decisions related to the Research, Development and Commercialization of Program Nanobodies, Compounds and Products shall remain within the sole authority of Merck in accordance with Section 3.6.1; and (ii) Ablynx’s obligations under this Section 3.6.2 shall at all times be limited to (the use and/or disclosure of) Know-How that is Controlled by Ablynx at the time that the relevant activities under this Section 3.6.2 shall take place.