Common use of JRDC Clause in Contracts

JRDC. The JRDC shall prepare and submit the Research Plans and the Joint Development Plans to the JSC for approval. The Parties shall each appoint three (3) voting members to the JRDC and each Party may appoint additional non-voting members as it deems necessary. If AVEO has elected not to participate in the JSC in accordance with Section 2.1, from the time of such election, the JRDC shall be disbanded and all decisions and responsibilities previously in the purview of the JRDC shall be made and assumed by Xxxxxxxx-Xxxxxx. The JRDC shall meet on a quarterly basis at the same time and place as the quarterly meeting of the JSC, and may meet more frequently as the Parties shall agree (which may be held in person or by teleconference or videoconference, as the Parties may agree). AVEO shall appoint one of its members to act as the committee chairperson for the period AVEO acts as the Primary Responsible Party in accordance with Section 4.1(b). Schering-Plough shall appoint one of its members to act as the committee chairperson for the period it acts as Primary Responsible Party in accordance with Section 4.1(c). Each Party may change its representatives to the JRDC from time to time in its sole discretion, effective upon written notice to the other Party of such change. These representatives shall have appropriate experience and knowledge, and ongoing familiarity with Development activities regarding such Licensed Product. The initial plans for Research and Development, and any initial annual plans, shall be created by the JRDC for approval by the JSC. The JRDC shall be responsible for providing advice with respect to and generally supervising Research and Development pursuant to the Research Program and the Joint Development Plans, reviewing and approving clinical trial agreements entered into by a Party with one or more Third Parties, and for deciding disputes between the Parties with respect to work to be performed under the Research Program and the Joint Development Plans. It is specifically understood, however, that the day-to-day management of the activities allocated to either Party under the Research Program and the Joint Development Plans shall be managed by such Party rather than the JRDC.

JRDC. The JRDC shall prepare and submit the Research Plans and the Joint Development Plans to the JSC for approval. The Parties shall each appoint three (3) voting members to the JRDC and each Party may appoint additional non-voting members as it deems necessary. If AVEO has elected not to participate in the JSC in accordance with Section 2.1, from the time of such election, the JRDC shall be disbanded and all decisions and responsibilities previously in the purview of the JRDC shall be made and assumed by XxxxxxxxSchering-XxxxxxPlough. The JRDC shall meet on a quarterly basis at the same time and place as the quarterly meeting of the JSC, and may meet more frequently as the Parties shall agree (which may be held in person or by teleconference or videoconference, as the Parties may agree). AVEO shall appoint one of its members to act as the committee chairperson for the period AVEO acts as the Primary Responsible Party in accordance with Section 4.1(b). Schering-Plough shall appoint one of its members to act as the committee chairperson for the period it acts as Primary Responsible Party in accordance with Section 4.1(c). Each Party may change its representatives to the JRDC from time to time in its sole discretion, effective upon written notice to the other Party of such change. These representatives shall have appropriate experience and knowledge, and ongoing familiarity with Development activities regarding such Licensed Product. The initial plans for Research and Development, and any initial annual plans, shall be created by the JRDC for approval by the JSC. The JRDC shall be responsible for providing advice with respect to and generally supervising Research and Development pursuant to the Research Program and the Joint Development Plans, reviewing and approving clinical trial agreements entered into by a Party with one or more Third Parties, and for deciding disputes between the Parties with respect to work to be performed under the Research Program and the Joint Development Plans. It is specifically understood, however, that the day-to-day management of the activities allocated to either Party under the Research Program and the Joint Development Plans shall be managed by such Party rather than the JRDC.

JRDC. The JRDC shall prepare and submit the Research Plans and the Joint Development Plans to the JSC for approval. The Parties shall each appoint establish a Joint Research and Development Committee (the "JRDC"), comprised of three (3) voting members to JRDC Representatives designated by Alnylam and three (3) JRDC Representatives designated by Medtronic, each of which JRDC Representatives shall be of the seniority and experience appropriate for service on the JRDC and each Party may appoint additional non-voting members as it deems necessary. If AVEO has elected not to participate in the JSC in accordance with Section 2.1, from the time of such election, the JRDC shall be disbanded and all decisions and responsibilities previously in the purview light of the functions, responsibilities and authority of the JRDC. Each Party shall make its designation of its JRDC shall be made and assumed by Xxxxxxxx-XxxxxxRepresentatives not later than thirty (30) days after the Effective Date. The JRDC shall meet on a within thirty (30) days after the Effective Date and, thereafter, at least quarterly basis at until the same time and place as the quarterly meeting end of the JSCCollaboration Term, to (a) review the efforts of the Parties in the conduct of the Collaboration Program, (b) review and, subject to Section 2.4, approve proposed updates and amendments to the Workplan, (c) consider and determine whether [**] and (d) otherwise oversee and direct the Collaboration Program activities undertaken hereunder. For the avoidance of doubt, neither the JRDC nor any of its members has the authority to make the [**] without written authorization by each Party's Executive Officer. The location of such meetings of the JRDC shall alternate between Minneapolis, MN and Cambridge, MA, unless otherwise agreed by the JRDC. The JRDC may also meet by means of a telephone or video conference call, and may meet more frequently as the Parties shall agree (which may be held in person take action by vote at a meeting or by teleconference telephone or videoconferencevideo conference call, as the Parties may agree). AVEO shall appoint one of its members or pursuant to act as the committee chairperson for the period AVEO acts as the Primary Responsible Party in accordance with Section 4.1(b). Schering-Plough shall appoint one of its members to act as the committee chairperson for the period it acts as Primary Responsible Party in accordance with Section 4.1(c)a written vote. Each Party may change any one or more of its representatives to the JRDC from Representatives at any time to time in its sole discretion, effective upon written notice to the other Party. Each Party shall use Commercially Reasonable Efforts to cause its JRDC Representatives to attend the meetings of the JRDC. If a Party's JRDC Representative is unable to attend a meeting, such changeParty may designate an alternate to attend such meeting in place of the absent JRDC Representative. These representatives shall have appropriate experience and knowledgeIn addition, and ongoing familiarity each Party may, at its discretion, invite non-voting employees, and, with Development activities regarding the consent of the other Party, consultants or scientific advisors (provided they are engaged as such Licensed Product. The initial plans for Research and Development, and any initial annual plans, shall be created by under obligations of confidentiality) to attend the JRDC for approval by meetings of the JSCJRDC. The JRDC shall be responsible for providing advice with respect to dissolved and generally supervising Research its activities and Development pursuant to authority terminated at the Research Program and the Joint Development Plans, reviewing and approving clinical trial agreements entered into by a Party with one or more Third Parties, and for deciding disputes between the Parties with respect to work to be performed under the Research Program and the Joint Development Plans. It is specifically understood, however, that the day-to-day management end of the activities allocated to either Party under the Research Program and the Joint Development Plans shall be managed by such Party rather than the JRDCCollaboration Term.