Common use of Joint Research Committee Clause in Contracts

Joint Research Committee. (a) Upon execution of this Agreement, CombinatoRx and Novartis will establish a Joint Research Committee (“Joint Research Committee”), which shall consist of an equal number of representatives from each of CombinatoRx and Novartis, who may be executives or scientists as may be designated by each Party from time to time. The Joint Research Committee [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION. shall initially have a total of six (6) members, with each of Novartis and CombinatoRx having one (1) vote. The chairperson of the Joint Research Committee will be appointed by Novartis. The Joint Research Committee shall hold its first meeting within thirty (30) calendar days after the Effective Date. Thereafter, the Joint Research Committee shall meet quarterly, or with such other frequency as may be established by the Joint Research Committee, and at such times and locations as may be established by the Joint Research Committee, for the following purposes: (i) Provide general oversight of the Research Collaboration; (ii) Periodically review the overall goals and strategy of the Research Collaboration and review and approve changes to the Research Plan; (iii) Periodically review and adjust the number of CombinatoRx FTEs assigned to the Research Collaboration, respective of the limits set forth in Section 5.1(b); (iv) Periodically review and update the list of cell lines to be used in the Research Collaboration as set forth on Schedule F, respective of the limits set forth in Section 5.1(e); (v) Periodically review and discuss issues relevant to the prosecution, maintenance and enforcement of Project Intellectual Property in accordance with Article VI; (vi) Prioritize and approve the allocation of resources dedicated to the Research Collaboration; and (vii) Resolve any disagreement between the Parties and discuss and resolve any other relevant issues properly submitted to it, in accordance with the dispute resolution procedure set forth in Section 2.4(e) below. (b) Each Party shall bear all expenses incurred by its delegates in connection with their participation on the Joint Research Committee. [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION. (c) Meetings of the Joint Research Committee may be held in person, by video conference or by teleconference, as the Joint Research Committee may determine. The location for in person meetings will alternate between CombinatoRx’s offices in Cambridge, Massachusetts and Novartis’ offices in Cambridge, Massachusetts, or such other location as mutually agreed by the Parties from time to time. Each Party shall be entitled to bring visitors to participate in meetings of the Joint Research Committee; provided that (i) the other Party is notified in advance, (ii) such visitors are reasonably acceptable to the other Party, and (iii) such visitors are subject to obligations of confidentiality and non-use to the inviting Party no less burdensome than as set forth in Article VIII. A Party may call a meeting of the Joint Research Committee upon reasonable notice to the other Party, such notice requirement being deemed waived by a Party’s attendance and participation. Except where a Party fails to appoint a member or members to the Joint Research Committee or fails to participate in meetings of the Joint Research Committee pursuant to Sections 2.4(f) and 2.4(g), both Parties must be represented at a meeting of the Joint Research Committee for the Joint Research Committee to take any action hereunder. Conversations between members of the Joint Research Committee shall not be deemed to be meetings thereof absent a call for a meeting, whether mutual or unilateral, or a meeting being otherwise scheduled. (d) The Joint Research Committee shall have the authority to create additional subcommittees as needed. (e) The Joint Research Committee shall make all decisions unanimously. If the Joint Research Committee cannot or does not, after good faith efforts, reach agreement on an issue within the scope of authority of the Joint Research Committee, then the matter will be referred for resolution to Novartis’ or its Affiliate’s Vice President of Oncology [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION. Research (or such other individual of comparable seniority as may be designated from time to time by Novartis or its Affiliate) and CombinatoRx’s Chief Executive Officer (or such other individual of comparable seniority as may be designated from time to time by CombinatoRx), who will attempt to resolve the matter within a reasonable period of time. In the event that the Parties remain unable to reach a unanimous decision within thirty (30) calendar days of the matter having been referred to the representatives of the Parties described in the preceding sentence, Novartis shall have the deciding vote. Notwithstanding the foregoing, neither the Joint Research Committee nor any subcommittee of the Joint Research Committee shall have the authority to amend or modify the terms of this Agreement or to resolve contractual disputes between the Parties. (f) The appointment of members to and participation in the Joint Research Committee is a right of each Party and not an obligation and shall not be a “deliverable” as defined in EITF Issue No. 00-21. Each Party shall be free to determine not to appoint members to the Joint Research Committee. (g) The failure of a Party (“Appointing Party”) to appoint members of the Joint Research Committee shall not be a breach of this Agreement, nor shall any consideration be required to be returned, and unless and until such persons are appointed, the other Party may unilaterally discharge the roles of the Joint Research Committee or any subcommittee thereof for which members were not appointed by an Appointing Party. [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION.

Joint Research Committee. (a) Upon execution of this Agreement, CombinatoRx and Novartis The Parties will establish a Joint Research Committee (the “Joint JRC”) with equal representation from Vertex and Merck to oversee the Research Committee”), which shall consist of an equal number of representatives from each of CombinatoRx and Novartis, who may be executives or scientists as may be designated by each Party from time to timeProgram during the Research Program Term. The Joint Research Committee [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION. shall initially have a total of six (6) members, with each of Novartis and CombinatoRx having one (1) vote. The chairperson of the Joint Research Committee JRC will be appointed by Novartis. The Joint Research Committee shall hold its first meeting within thirty (30) calendar days formed as soon as practicable after the Effective DateDate and, thereafter, will meet formally at least quarterly to: * Information redacted pursuant to a confidential treatment request. Thereafter, An unredacted version of this exhibit has been filed separately with the Joint Research Committee shall meet quarterly, or with such other frequency as may be established by the Joint Research Committee, and at such times and locations as may be established by the Joint Research Committee, for the following purposes:Commission. (ia) Provide general oversight of the coordinate and review Research CollaborationProgram activities and interactions between Merck and Vertex; (iib) Periodically receive and review reports by Vertex and Merck concerning research being conducted under the Research Plan, including, but not limited to the status of Compounds meeting Development Candidate Criteria; (c) review any proposed Development Candidates and notify Merck each time a Compound meets the Development Candidate Criteria; (d) review, consider and approve revisions to the Research Plan; (e) periodically review the overall goals and strategy of the Research Collaboration Program and review consider whether redirection or termination of the Research Program would be appropriate; and (f) discuss matters relating to Research Program intellectual property. 2.4.1 During the term of the Research Program Term (and, at Vertex’s option, for the [***] period immediately following the expiration of the Research Program Term), Vertex and approve Merck shall each appoint a representative to act as a Co-Chair of the JRC. The JRC Co-Chairs shall each have authority to call meetings of the JRC, and shall each have responsibility for circulating agenda and performing administrative tasks required to assure efficient operation of the JRC. The JRC will act by unanimous vote, with each of Merck and Vertex having one vote. The members of the JRC will attempt in good faith to reach consensus on all matters brought before the JRC. Any changes to the Research Plan; (iii) Periodically review and adjust the number of CombinatoRx FTEs assigned to the Research Collaboration, respective of the limits set forth in Section 5.1(b); (iv) Periodically review and update the list of cell lines to be used in the Research Collaboration as set forth on Schedule F, respective of the limits set forth in Section 5.1(e); (v) Periodically review and discuss issues relevant to the prosecution, maintenance and enforcement of Project Intellectual Property in accordance with Article VI; (vi) Prioritize and approve Plan which would materially alter the allocation of resources dedicated to the Research Collaboration; and (vii) Resolve any disagreement research responsibilities between the Parties or the cost to Vertex of implementing the Research Plan, which would change in any material respect the overall goals and discuss and resolve any strategy for the Research Program or which would provide for redirection or termination of the Research Program, will require the consent of both Parties. With respect to other relevant issues matters properly submitted subject to itdecision by the JRC (including proposed amendments to the Development Candidate Criteria), in accordance with if the JRC is deadlocked, the dispute resolution procedure set forth in Section 2.4(e) below. (b) Each Party shall bear all expenses incurred by its delegates in connection with their participation on the Joint Research Committee. [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION. (c) Meetings of the Joint Research Committee may be held in person, by video conference or by teleconference, as the Joint Research Committee may determine. The location for in person meetings will alternate between CombinatoRx’s offices in Cambridge, Massachusetts and Novartis’ offices in Cambridge, Massachusetts, or such other location as mutually agreed by the Parties from time to time. Each Party shall be entitled to bring visitors to participate in meetings of the Joint Research Committee; provided that (i) the other Party is notified in advance, (ii) such visitors are reasonably acceptable to the other Party, and (iii) such visitors are subject to obligations of confidentiality and non-use to the inviting Party no less burdensome than as set forth in Article VIII. A Party may call a meeting of the Joint Research Committee upon reasonable notice to the other Party, such notice requirement being deemed waived by a Party’s attendance and participation. Except where a Party fails to appoint a member or members to the Joint Research Committee or fails to participate in meetings of the Joint Research Committee pursuant to Sections 2.4(f) and 2.4(g), both Parties must be represented at a meeting of the Joint Research Committee for the Joint Research Committee to take any action hereunder. Conversations between members of the Joint Research Committee shall not be deemed to be meetings thereof absent a call for a meeting, whether mutual or unilateral, or a meeting being otherwise scheduled. (d) The Joint Research Committee shall have the authority to create additional subcommittees as needed. (e) The Joint Research Committee shall make all decisions unanimously. If the Joint Research Committee cannot or does not, after good faith efforts, reach agreement on an issue within the scope of authority of the Joint Research Committee, then the matter will be subsequently referred for resolution to Novartis’ or its Affiliate’s the Sr. Vice President of Oncology [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUESTMerck responsible for the Research Program, and the Sr. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSIONVice President of Vertex responsible for the Research Program. Research (or such other individual of comparable seniority as may Failing agreement at this level, the dispute will be designated from time to time by Novartis or its Affiliate) and CombinatoRx’s Chief Executive Officer (or such other individual of comparable seniority as may be designated from time to time by CombinatoRx), who will attempt to resolve the matter within a reasonable period of time. In the event that the Parties remain unable to reach a unanimous decision within thirty (30) calendar days of the matter having been referred to the representatives President of Merck Research Laboratories, and to the Parties described in the preceding sentencePresident of Vertex. If agreement cannot be reached by such representatives, Novartis Merck shall have the deciding vote. Notwithstanding right to make the foregoing, neither the Joint Research Committee nor any subcommittee of the Joint Research Committee shall have the authority to amend or modify the terms of this Agreement or to resolve contractual disputes between the Partiesfinal decision. (f) The appointment of members to and participation in the Joint Research Committee is a right of each Party and not an obligation and shall not be a “deliverable” as defined in EITF Issue No. 00-21. Each Party shall be free to determine not to appoint members to the Joint Research Committee. (g) The failure of a Party (“Appointing Party”) to appoint members of the Joint Research Committee shall not be a breach of this Agreement, nor shall any consideration be required to be returned, and unless and until such persons are appointed, the other Party may unilaterally discharge the roles of the Joint Research Committee or any subcommittee thereof for which members were not appointed by an Appointing Party. [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION.

Joint Research Committee. (a) Upon execution of this Agreement, CombinatoRx and Novartis The Parties will establish a Joint Research Committee (the “Joint JRC”) with equal representation from Vertex and Merck to oversee the Research Committee”), which shall consist of an equal number of representatives from each of CombinatoRx and Novartis, who may be executives or scientists as may be designated by each Party from time to timeProgram during the Research Program Term. The Joint Research Committee [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION. shall initially have a total of six (6) members, with each of Novartis and CombinatoRx having one (1) vote. The chairperson of the Joint Research Committee JRC will be appointed by Novartis. The Joint Research Committee shall hold its first meeting within thirty (30) calendar days formed as soon as practicable after the Effective Date. ThereafterDate and, the Joint Research Committee shall thereafter, will meet quarterly, or with such other frequency as may be established by the Joint Research Committee, and formally at such times and locations as may be established by the Joint Research Committee, for the following purposesleast quarterly to: (ia) Provide general oversight of the coordinate and review Research CollaborationProgram activities and interactions between Merck and Vertex; (iib) Periodically receive and review reports by Vertex and Merck concerning research being conducted under the Research Plan, including, but not limited to the status of Compounds meeting Development Candidate Criteria; (c) review any proposed Development Candidates and notify Merck each time a Compound meets the Development Candidate Criteria; (d) review, consider and approve revisions to the Research Plan; (e) periodically review the overall goals and strategy of the Research Collaboration Program and review consider whether redirection or termination of the Research Program would be appropriate; and (f) discuss matters relating to Research Program intellectual property. 2.4.1 During the term of the Research Program Term (and, at Vertex’s option, for the [***] period immediately following the expiration of the Research Program Term), Vertex and approve Merck shall each appoint a representative to act as a Co-Chair of the JRC. The JRC Co-Chairs shall each have authority to call meetings of the JRC, and shall each have responsibility for circulating agenda and performing administrative tasks required to assure efficient operation of the JRC. The JRC will act by unanimous vote, with each of Merck and Vertex having one vote. The members of the JRC will attempt in good faith to reach consensus on all matters brought before the JRC. Any changes to the Research Plan; (iii) Periodically review and adjust the number of CombinatoRx FTEs assigned to the Research Collaboration, respective of the limits set forth in Section 5.1(b); (iv) Periodically review and update the list of cell lines to be used in the Research Collaboration as set forth on Schedule F, respective of the limits set forth in Section 5.1(e); (v) Periodically review and discuss issues relevant to the prosecution, maintenance and enforcement of Project Intellectual Property in accordance with Article VI; (vi) Prioritize and approve Plan which would materially alter the allocation of resources dedicated to the Research Collaboration; and (vii) Resolve any disagreement research responsibilities between the Parties or the cost to Vertex of implementing the Research Plan, which would change in any material respect the overall goals and discuss and resolve any strategy for the Research Program or which would provide for redirection or termination of the Research Program, will require the consent of both Parties. With respect to other relevant issues matters properly submitted subject to itdecision by the JRC (including proposed amendments to the Development Candidate Criteria), in accordance with if the JRC is deadlocked, the dispute resolution procedure set forth in Section 2.4(e) below. (b) Each Party shall bear all expenses incurred by its delegates in connection with their participation on the Joint Research Committee. [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION. (c) Meetings of the Joint Research Committee may be held in person, by video conference or by teleconference, as the Joint Research Committee may determine. The location for in person meetings will alternate between CombinatoRx’s offices in Cambridge, Massachusetts and Novartis’ offices in Cambridge, Massachusetts, or such other location as mutually agreed by the Parties from time to time. Each Party shall be entitled to bring visitors to participate in meetings of the Joint Research Committee; provided that (i) the other Party is notified in advance, (ii) such visitors are reasonably acceptable to the other Party, and (iii) such visitors are subject to obligations of confidentiality and non-use to the inviting Party no less burdensome than as set forth in Article VIII. A Party may call a meeting of the Joint Research Committee upon reasonable notice to the other Party, such notice requirement being deemed waived by a Party’s attendance and participation. Except where a Party fails to appoint a member or members to the Joint Research Committee or fails to participate in meetings of the Joint Research Committee pursuant to Sections 2.4(f) and 2.4(g), both Parties must be represented at a meeting of the Joint Research Committee for the Joint Research Committee to take any action hereunder. Conversations between members of the Joint Research Committee shall not be deemed to be meetings thereof absent a call for a meeting, whether mutual or unilateral, or a meeting being otherwise scheduled. (d) The Joint Research Committee shall have the authority to create additional subcommittees as needed. (e) The Joint Research Committee shall make all decisions unanimously. If the Joint Research Committee cannot or does not, after good faith efforts, reach agreement on an issue within the scope of authority of the Joint Research Committee, then the matter will be subsequently referred for resolution to Novartis’ or its Affiliate’s the Sr. Vice President of Oncology [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUESTMerck responsible for the Research Program, and the Sr. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSIONVice President of Vertex responsible for the Research Program. Research (or such other individual of comparable seniority as may Failing agreement at this level, the dispute will be designated from time to time by Novartis or its Affiliate) and CombinatoRx’s Chief Executive Officer (or such other individual of comparable seniority as may be designated from time to time by CombinatoRx), who will attempt to resolve the matter within a reasonable period of time. In the event that the Parties remain unable to reach a unanimous decision within thirty (30) calendar days of the matter having been referred to the representatives President of Merck Research Laboratories, and to the Parties described in the preceding sentencePresident of Vertex. If agreement cannot be reached by such representatives, Novartis Merck shall have the deciding vote. Notwithstanding right to make the foregoing, neither the Joint Research Committee nor any subcommittee of the Joint Research Committee shall have the authority to amend or modify the terms of this Agreement or to resolve contractual disputes between the Partiesfinal decision. (f) The appointment of members to and participation in the Joint Research Committee is a right of each Party and not an obligation and shall not be a “deliverable” as defined in EITF Issue No. 00-21. Each Party shall be free to determine not to appoint members to the Joint Research Committee. (g) The failure of a Party (“Appointing Party”) to appoint members of the Joint Research Committee shall not be a breach of this Agreement, nor shall any consideration be required to be returned, and unless and until such persons are appointed, the other Party may unilaterally discharge the roles of the Joint Research Committee or any subcommittee thereof for which members were not appointed by an Appointing Party. [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION.

Joint Research Committee. (a) Upon execution of this Agreement, CombinatoRx and Novartis The Parties will establish a Joint Research Committee (“Joint the "JRC") with equal representation from Vertex and Merck to oversee the Research Committee”), which shall consist of an equal number of representatives from each of CombinatoRx and Novartis, who may be executives or scientists as may be designated by each Party from time to timeProgram during the Research Program Term. The Joint Research Committee [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION. shall initially have a total of six (6) members, with each of Novartis and CombinatoRx having one (1) vote. The chairperson of the Joint Research Committee JRC will be appointed by Novartis. The Joint Research Committee shall hold its first meeting within thirty (30) calendar days formed as soon as practicable after the Effective Date. ThereafterDate and, the Joint Research Committee shall thereafter, will meet quarterly, or with such other frequency as may be established by the Joint Research Committee, and formally at such times and locations as may be established by the Joint Research Committee, for the following purposesleast quarterly to: (ia) Provide general oversight of the coordinate and review Research CollaborationProgram activities and interactions between Merck and Vertex; (iib) Periodically receive and review reports by Vertex and Merck concerning research being conducted under the Research Plan, including, but not limited to the status of Compounds meeting Development Candidate Criteria; (c) review any proposed Development Candidates and notify Merck each time a Compound meets the Development Candidate Criteria; (d) review, consider and approve revisions to the Research Plan; (e) periodically review the overall goals and strategy of the Research Collaboration Program and review consider whether redirection or termination of the Research Program would be appropriate; and (f) discuss matters relating to Research Program intellectual property. 2.4.1 During the term of the Research Program Term (and, at Vertex's option, for the [***] period immediately following the expiration of the Research Program Term), Vertex and approve Merck shall each appoint a representative to act as a Co-Chair of the JRC. The JRC Co-Chairs shall each have authority to call meetings of the JRC, and shall each have responsibility for circulating agenda and performing administrative tasks required to assure efficient operation of the JRC. The JRC will act by unanimous vote, with each of Merck and Vertex having one vote. The members of the JRC will attempt in good faith to reach consensus on all matters brought before the JRC. Any changes to the Research Plan; (iii) Periodically review and adjust the number of CombinatoRx FTEs assigned to the Research Collaboration, respective of the limits set forth in Section 5.1(b); (iv) Periodically review and update the list of cell lines to be used in the Research Collaboration as set forth on Schedule F, respective of the limits set forth in Section 5.1(e); (v) Periodically review and discuss issues relevant to the prosecution, maintenance and enforcement of Project Intellectual Property in accordance with Article VI; (vi) Prioritize and approve Plan which would materially alter the allocation of resources dedicated to the Research Collaboration; and (vii) Resolve any disagreement research responsibilities between the Parties or the cost to Vertex of implementing the Research Plan, which would change in any material respect the overall goals and discuss and resolve any strategy for the Research Program or which would provide for redirection or termination of the Research Program, will require the consent of both Parties. With respect to other relevant issues matters properly submitted subject to itdecision by the JRC (including proposed amendments to the Development Candidate Criteria), in accordance with if the JRC is deadlocked, the dispute resolution procedure set forth in Section 2.4(e) below. (b) Each Party shall bear all expenses incurred by its delegates in connection with their participation on the Joint Research Committee. [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION. (c) Meetings of the Joint Research Committee may be held in person, by video conference or by teleconference, as the Joint Research Committee may determine. The location for in person meetings will alternate between CombinatoRx’s offices in Cambridge, Massachusetts and Novartis’ offices in Cambridge, Massachusetts, or such other location as mutually agreed by the Parties from time to time. Each Party shall be entitled to bring visitors to participate in meetings of the Joint Research Committee; provided that (i) the other Party is notified in advance, (ii) such visitors are reasonably acceptable to the other Party, and (iii) such visitors are subject to obligations of confidentiality and non-use to the inviting Party no less burdensome than as set forth in Article VIII. A Party may call a meeting of the Joint Research Committee upon reasonable notice to the other Party, such notice requirement being deemed waived by a Party’s attendance and participation. Except where a Party fails to appoint a member or members to the Joint Research Committee or fails to participate in meetings of the Joint Research Committee pursuant to Sections 2.4(f) and 2.4(g), both Parties must be represented at a meeting of the Joint Research Committee for the Joint Research Committee to take any action hereunder. Conversations between members of the Joint Research Committee shall not be deemed to be meetings thereof absent a call for a meeting, whether mutual or unilateral, or a meeting being otherwise scheduled. (d) The Joint Research Committee shall have the authority to create additional subcommittees as needed. (e) The Joint Research Committee shall make all decisions unanimously. If the Joint Research Committee cannot or does not, after good faith efforts, reach agreement on an issue within the scope of authority of the Joint Research Committee, then the matter will be subsequently referred for resolution to Novartis’ or its Affiliate’s the Sr. Vice President of Oncology [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUESTMerck responsible for the Research Program, and the Sr. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSIONVice President of Vertex responsible for the Research Program. Research (or such other individual of comparable seniority as may Failing agreement at this level, the dispute will be designated from time to time by Novartis or its Affiliate) and CombinatoRx’s Chief Executive Officer (or such other individual of comparable seniority as may be designated from time to time by CombinatoRx), who will attempt to resolve the matter within a reasonable period of time. In the event that the Parties remain unable to reach a unanimous decision within thirty (30) calendar days of the matter having been referred to the representatives President of Merck Research Laboratories, and to the Parties described in the preceding sentencePresident of Vertex. If agreement cannot be reached by such representatives, Novartis Merck shall have the deciding vote. Notwithstanding right to make the foregoing, neither the Joint Research Committee nor any subcommittee of the Joint Research Committee shall have the authority to amend or modify the terms of this Agreement or to resolve contractual disputes between the Partiesfinal decision. (f) The appointment of members to and participation in the Joint Research Committee is a right of each Party and not an obligation and shall not be a “deliverable” as defined in EITF Issue No. 00-21. Each Party shall be free to determine not to appoint members to the Joint Research Committee. (g) The failure of a Party (“Appointing Party”) to appoint members of the Joint Research Committee shall not be a breach of this Agreement, nor shall any consideration be required to be returned, and unless and until such persons are appointed, the other Party may unilaterally discharge the roles of the Joint Research Committee or any subcommittee thereof for which members were not appointed by an Appointing Party. [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION.