Common use of Meetings; Purposes Clause in Contracts

Meetings; Purposes. The Joint Steering Committee shall hold its first meeting within thirty (30) calendar days after the Effective Date. At its first meeting, the Joint Steering Committee shall outline a process to ensure that the first Synthetic Pathway(s), the scope of the resulting Library Compounds and the Proposed Compounds to be synthesized by Infinity from such Synthetic Pathways are approved as quickly as possible so that Infinity can initiate synthesis of such Proposed Compounds. Thereafter, the Joint Steering Committee shall meet quarterly, or with such other frequency, and at such times, as may be established by the Joint Steering Committee, at the offices of Infinity in Cambridge, Massachusetts or Novartis in Basel, Switzerland or Cambridge, Massachusetts (provided that no more than one meeting per calendar year shall be held in Basel, Switzerland without the consent of the Parties), for the following purposes: (a) Determining the number of Synthetic Pathways, (b) Determining the design of Synthetic Pathways, Scaffolds, the resulting Library Compounds, and the Proposed Compounds to be synthesized by Infinity; (c) Ensuring that Library Compounds will be designed so as not to overlap with compounds then in, or under development for, either Party’s (or its Affiliates’) compound collections outside of the Collaboration; (d) Determining the Lead Criteria and the Data Package, on a Target by Target basis, for each Target screened by Infinity pursuant to Article III for which the Option applies (it being understood that such determinations shall be made, whenever possible, at regularly scheduled meetings of the Joint Steering Committee, but in no event more than [**] days after Infinity has proposed such Target to Novartis in writing; and provided, however, that if the Lead Criteria and Data Package are not determined within such [**] day period, then the criteria specified in Sections 3.3.2 and 3.3.3, respectively, shall apply); (e) Providing general oversight of the entire Collaboration between Infinity and Novartis, including periodic review of the overall goals and strategy of the Collaboration; (f) Attempting to resolve any disagreement between the Parties hereunder, including disputes relating to an assertion pursuant to a Non-Acceptance Notice that a Proposed Compound has failed to meet Acceptance Criteria, and discussion and resolution, if possible, of any other deadlocked issues submitted to it; (g) Addressing any matters raised under relevant provisions of the License Agreement; (h) With respect to a Lead Series which is subject to the Option, determining whether Infinity shall have the right, if Infinity requests such right, to file Patent applications, under Infinity’s name and at Infinity’s expense, directed to such Lead Series, including any Actual Compounds in such Lead Series, prior to the expiration of the [**] day Option exercise period or Novartis’ declining the Option for such Lead Series, it being understood that: (i) Novartis and Infinity shall cooperate in the drafting and filing of such Patent application; (ii) such Patent application shall be subject to the conditions set forth in Section 3.2.3 (except if Novartis shall decide otherwise); and (iii) if Novartis exercises its Option with respect to such Lead Program, such Patent applications shall be assigned to Novartis, and Infinity shall cause its Affiliates, employees and/or consultants to so assign such Patent applications; (i) Determining whether HPLC-MS UV at 210 nm is the appropriate purity detection method for a synthesized compound described in Sections 2.2.4(b), 3.3.2(a) or 3.3.4(c); (j) Determining whether to protect (through filing for and maintenance of intellectual property protection and/or the enforcement or defense thereof, as applicable) the Compound Related Intellectual Property; and (k) Making any changes to the Acceptance Criteria set forth in Section 2.2.4.

Meetings; Purposes. The Joint Steering Committee shall hold its first meeting within thirty (30) calendar days after the Effective Date. At its first meeting, the Joint Steering Committee shall outline a process to ensure that the first Synthetic Pathway(s), the scope of the resulting Library Compounds and the Proposed Compounds to be synthesized by Infinity from such Synthetic Pathways are approved as quickly as possible so that Infinity can initiate synthesis of such Proposed Compounds. Thereafter, the Joint Steering Committee shall meet quarterly, or with such other frequency, and at such times, as may be established by the Joint Steering Committee, at the offices of Infinity in Cambridge, Massachusetts or Novartis in Basel, Switzerland or Cambridge, Massachusetts (provided that no more than one meeting per calendar year shall be held in Basel, Switzerland without the consent of the Parties), for the following purposes: (a) Determining the number of Synthetic Pathways, (b) Determining the design of Synthetic Pathways, Scaffolds, the resulting Library Compounds, and the Proposed Compounds to be synthesized by Infinity; (c) Ensuring that Library Compounds will be designed so as not to overlap with compounds then in, or under development for, either Party’s (or its Affiliates’) compound collections outside of the Collaboration; (d) Determining the Lead Criteria and the Data Package, on a Target by Target basis, for each Target screened by Infinity pursuant to Article III for which the Option applies (it being understood that such determinations shall be made, whenever possible, at regularly scheduled meetings of the Joint Steering Committee, but in no event more than [**] days after Infinity has proposed such Target to Novartis in writing; and provided, however, that if the Lead Criteria and Data Package are not determined within such [**] day period, then the criteria specified in Sections 3.3.2 and 3.3.3, respectively, shall apply); (e) Providing general oversight of the entire Collaboration between Infinity and Novartis, including periodic review of the overall goals and strategy of the Collaboration; ; (f) Attempting to resolve any disagreement between the Parties hereunder, including disputes relating to an assertion pursuant to a Non-Acceptance Notice that a Proposed Compound has failed to meet Acceptance Criteria, and discussion and resolution, if possible, of any other deadlocked issues submitted to it; (g) Addressing any matters raised under relevant provisions of the License Agreement; (h) With respect to a Lead Series which is subject to the Option, determining whether Infinity shall have the right, if Infinity requests such right, to file Patent applications, under Infinity’s name and at Infinity’s expense, directed to such Lead Series, including any Actual Compounds in such Lead Series, prior to the expiration of the [**] day Option exercise period or Novartis’ declining the Option for such Lead Series, it being understood that: (i) Novartis and Infinity shall cooperate in the drafting and filing of such Patent application; (ii) such Patent application shall be subject to the conditions set forth in Section 3.2.3 (except if Novartis shall decide otherwise); and (iii) if Novartis exercises its Option with respect to such Lead Program, such Patent applications shall be assigned to Novartis, and Infinity shall cause its Affiliates, employees and/or consultants to so assign such Patent applications; (i) Determining whether HPLC-MS UV at 210 nm is the appropriate purity detection method for a synthesized compound described in Sections 2.2.4(b), 3.3.2(a) or 3.3.4(c); (j) Determining whether to protect (through filing for and maintenance of intellectual property protection and/or the enforcement or defense thereof, as applicable) the Compound Related Intellectual Property; and (k) Making any changes to the Acceptance Criteria set forth in Section 2.2.4.