Common use of Functions and Authority Clause in Contracts

Functions and Authority. The Joint Commercialization Committee shall have responsibility for: (1) developing, reviewing, commenting on and recommending for review and approval by the Joint Steering Committee the Global Commercialization Plan, the Global Branding Strategy, and any amendments or revisions thereto; (2) setting overall strategic objectives related to Commercialization of Licensed Products in the Field throughout the world through the Global Commercialization Plan; (3) monitoring at a high-level the Commercialization activities conducted under this Agreement; (4) reviewing all Commercialization reports provided in accordance with Section 7.5; (5) monitoring each Party’s performance against the then-current Global Commercialization Plan, subject to Section 7.1; (6) sharing, as may be useful to the Collaboration Activities any promotional materials or educational materials used in the Commercialization of Licensed Products in the Field throughout the world; (7) establish reasonable guidelines for the participation of each Party’s representatives at scientific and medical conferences in the other Party’s territory, as set forth in Section 7.6.2; (8) reviewing proposed Commercialization activities for Licensed Products for the Licensee Territory that will have a material impact on Commercialization of Licensed Products in the Mersana Territory; (9) reviewing proposed Commercialization activities for Licensed Products for the Mersana Territory that will have a material impact on Commercialization of Licensed Products in the Licensee Territory; (10) facilitating the exchange of information between the Parties under this Agreement regarding the strategy for implementing the Commercialization activities; (11) subject to Applicable Law, discussing each Party’s pricing strategy for Licensed Products in its territory, provided that each Party shall set the pricing of Licensed Products in its territory in its sole discretion; and (12) such other responsibilities as may be assigned to the Joint Commercialization Committee pursuant to this Agreement or as may be mutually agreed upon by the Parties from time to time.

Functions and Authority. The Joint Commercialization Patent Committee shall have responsibility forwill be responsible for only the following: (1) developingSelecting mutually agreeable outside counsel to conduct Patent Prosecution Activities with respect to the Joint Patent Rights; provided that only one Party shall be the client of such outside counsel, reviewing, commenting on and recommending for review and approval such represented Party selected by the Joint Steering Committee the Global Commercialization Plan, the Global Branding Strategy, and any amendments or revisions theretoPatent Committee; (2) setting overall strategic objectives related Overseeing and coordinating Patent Prosecution Activities with respect to Commercialization of Licensed Products in the Field throughout Mersana Product Patent Rights, Mersana Other Patent Rights, Licensee Patent Rights, and the world through the Global Commercialization PlanJoint Patent Rights; (3) monitoring at a high-level Subject to Section 11.3.1, discussing and providing Licensee with the Commercialization activities conducted under this Agreementoverall patent prosecution strategy determined by Mersana for, the reasonable opportunity to comment with respect to all material steps with regard to Patent Prosecution Activities with respect to, the Mersana Product Patent Rights and Mersana Other Patent Rights, which comments will be considered in good faith by Mersana; (4) reviewing Subject to Section 11.3.2, discussing and providing Mersana with the overall patent prosecution strategy determined by Licensee for, the reasonable opportunity to comment with respect to all Commercialization reports provided material steps with regard to Patent Prosecution Activities with respect to, the Licensee Patent Rights, which comments will be considered in accordance with Section 7.5good faith by Licensee; (5) monitoring Coordinating with the Parties in accordance with Section 11.3.4 to reasonably avoid creating potential issues in prosecution of the patent applications covering each Party’s performance against the then-current Global Commercialization Plan, subject to Section 7.1other respective Patent Rights; (6) sharingSubject to Section 11.4.10, as may be useful discussing and determining activities relating to the Collaboration Activities Extensions of any promotional materials Licensee Patent Right, Mersana Patent Right or educational materials used Joint Patent Right based on a Licensed Product; provided that except with respect to Mersana Platform Patent Rights in the Commercialization of Licensed Products Licensee Territory (which are governed by Section 11.4.10) each Party shall have final decision-making authority for such activities in the Field throughout the world;its own territory; and (7) establish reasonable guidelines for the participation of each Party’s representatives at scientific and medical conferences in the Such other Party’s territory, matters as set forth in Section 7.6.2; (8) reviewing proposed Commercialization activities for Licensed Products for the Licensee Territory that will have a material impact on Commercialization of Licensed Products in the Mersana Territory; (9) reviewing proposed Commercialization activities for Licensed Products for the Mersana Territory that will have a material impact on Commercialization of Licensed Products in the Licensee Territory; (10) facilitating the exchange of information between the Parties under this Agreement regarding the strategy for implementing the Commercialization activities; (11) subject to Applicable Law, discussing each Party’s pricing strategy for Licensed Products in its territory, provided that each Party shall set the pricing of Licensed Products in its territory in its sole discretion; and (12) such other responsibilities as may be assigned to the Joint Commercialization Committee pursuant to this Agreement or as may be mutually agreed upon by the Parties from time to time.agree in