Common use of Organization and Role Clause in Contracts

Organization and Role. DELTAGEN and HYSEQ shall promptly after the Effective Date organize a steering committee (the “Steering Committee”) to plan, manage and oversee the Development Program. Without limiting the foregoing, the Steering Committee’s responsibilities shall include the following: (a) developing, reviewing, updating and modifying in writing the Work Plan set forth in Exhibit A and developing the mediation procedure to be set forth in Exhibit B; provided, however, that if the Parties cannot agree, after good faith efforts, to a time frame for generation of the ES lines to be generated from the [***] Project Genes under this Agreement, then the Work Plan shall be deemed to provide that, within [***] from the date DELTAGEN commences work on such Project Genes, DELTAGEN shall use [***] efforts to generate ES cells for the first [***] Project Genes (provided all [***] Project Genes have been designated as such upon the beginning of such [***] period) and, within an additional [***], DELTAGEN shall use [***] efforts to generate ES cells for the remaining [***] Project Genes (provided all [***] remaining Project Genes have been designated as such upon beginning of such [***] period). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) designating genes as Project Genes from the Proposed Genes submitted by HYSEQ to the Steering Committee pursuant to Section 4.1; (c) performing due diligence on each Proposed Gene and reviewing and determining, based on such due diligence, the relative strength of any IP positions around any Project Genes under consideration, and including such determination in the decision whether to designate a Project Gene as a Secreted Protein Candidate. (d) determining which Project Genes to submit to DELTAGEN for further analysis and study under the Development Program pursuant to Section 5.2; (e) reviewing the First Pass Phenotypic Analysis of each of the Project Genes submitted to DELTAGEN and determining the necessity of conducting phenotypic testing, observation, or analysis not included in the First Pass Phenotypic Analysis (including any further research and development activities to be conducted by any Third Parties) and which, if any, of such additional phenotypic tests, observations, or analyses are appropriate, as set forth in Article 5; (f) determining the necessity of conducting further research and development on each of the Project Genes (including any further research and development activities to be conducted by any Third Parties); provided, however, that the foregoing shall in no ay limit HYSEQ’s right to independently conduct such further research and development in accordance with the terms and conditions of this Agreement, such information to be provided to the Steering Committee for such Project Gene in accordance with the terms and conditions of this Agreement; (g) determining, under Section 5.5.1, which, if any, of the Secreted Proteins together with the Derivative Proteins, will be designated as “secreted protein candidates”; (h) reviewing the Parties’ reports and updates in connection with their respective activities under the Development Program, including the reports submitted by DELTAGEN pursuant to Section 5.3; and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (i) deciding whether and how to develop any Secreted Protein Candidates and Products (e.g., whether under a collaboration between the Parties or with Third Party partners or licensees or otherwise), as set forth in Article 6.

Organization and Role. DELTAGEN and HYSEQ shall promptly after the Effective Date organize a steering committee (the “"Steering Committee”") to plan, manage and oversee the Development Program. Without limiting the foregoing, the Steering Committee’s 's responsibilities shall include the following: (a) developing, reviewing, updating and modifying in writing the Work Plan set forth in Exhibit A and developing the mediation procedure to be set forth in Exhibit B; provided, however, that if the Parties cannot agree, after good faith efforts, to a time frame for generation of the ES lines to be generated from the [***] Project Genes under this Agreement, then the Work Plan shall be deemed to provide that, within [***] from the date DELTAGEN commences work on such Project Genes, DELTAGEN shall use [***] efforts to generate ES cells for the first [***] Project Genes (provided all [***] Project Genes have been designated as such upon the beginning of such [***] period) and, within an additional [***], DELTAGEN shall use [***] efforts to generate ES cells for the remaining [***] Project Genes (provided all [***] remaining Project Genes have been designated as such upon beginning of such [***] period). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) designating genes as Project Genes from the Proposed Genes submitted by HYSEQ to the Steering Committee pursuant to Section 4.1; (c) performing due diligence on each Proposed Gene and reviewing and determining, based on such due diligence, the relative strength of any IP positions around CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. any Project Genes under consideration, and including such determination in the decision whether to designate a Project Gene as a Secreted Protein Candidate. (d) determining which Project Genes to submit to DELTAGEN for further analysis and study under the Development Program pursuant to Section 5.2; (e) reviewing the First Pass Phenotypic Analysis of each of the Project Genes submitted to DELTAGEN and determining the necessity of conducting phenotypic testing, observation, or analysis not included in the First Pass Phenotypic Analysis (including any further research and development activities to be conducted by any Third Parties) and which, if any, of such additional phenotypic tests, observations, or analyses are appropriate, as set forth in Article 5; (f) determining the necessity of conducting further research and development on each of the Project Genes (including any further research and development activities to be conducted by any Third Parties); provided, however, that the foregoing shall in no ay limit HYSEQ’s 's right to independently conduct such further research and development in accordance with the terms and conditions of this Agreement, such information to be provided to the Steering Committee for such Project Gene in accordance with the terms and conditions of this Agreement; (g) determining, under Section 5.5.1, which, if any, of the Secreted Proteins together with the Derivative Proteins, will be designated as “"secreted protein candidates”"; (h) reviewing the Parties’ ' reports and updates in connection with their respective activities under the Development Program, including the reports submitted by DELTAGEN pursuant to Section 5.3; and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.and (i) deciding whether and how to develop any Secreted Protein Candidates and Products (e.g., whether under a collaboration between the Parties or with Third Party partners or licensees or otherwise), as set forth in Article 6.

Organization and Role. DELTAGEN and HYSEQ shall promptly after the Effective Date organize a steering committee (the “"Steering Committee”") to plan, manage and oversee the Development Program. Without limiting the foregoing, the Steering Committee’s 's responsibilities shall include the following: (a) developing, reviewing, updating and modifying in writing the Work Plan set forth in Exhibit A and developing the mediation procedure to be set forth in Exhibit B; provided, however, that if the Parties cannot agree, after good faith efforts, to a time frame for generation of the ES lines to be generated from the [***] Project Genes under this Agreement, then the Work Plan shall be deemed to provide that, within [***] from the date DELTAGEN commences work on such Project Genes, DELTAGEN shall use [***] efforts to generate ES cells for the first [***] Project Genes (provided all [***] Project Genes have been designated as such upon the beginning of such [***] period) and, within an additional [***], DELTAGEN shall use [***] efforts to generate ES cells for the remaining [***] Project Genes (provided all [***] remaining Project Genes have been designated as such upon beginning of such [***] period). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) designating genes as Project Genes from the Proposed Genes submitted by HYSEQ to the Steering Committee pursuant to Section 4.1; (c) performing due diligence on each Proposed Gene and reviewing and determining, based on such due diligence, the relative strength of any IP positions around any Project Genes under consideration, and including such determination in the decision whether to designate a Project Gene as a Secreted Protein Candidate. (d) determining which Project Genes to submit to DELTAGEN for further analysis and study under the Development Program pursuant to Section 5.2; ; (e) reviewing the First Pass Phenotypic Analysis of each of the Project Genes submitted to DELTAGEN and determining the necessity of conducting phenotypic testing, observation, or analysis not included in the First Pass Phenotypic Analysis (including any further research and development activities to be conducted by any Third Parties) and which, if any, of such additional phenotypic tests, observations, or analyses are appropriate, as set forth in Article 5; (f) determining the necessity of conducting further research and development on each of the Project Genes (including any further research and development activities to be conducted by any Third Parties); provided, however, that the foregoing shall in no ay limit HYSEQ’s right to independently conduct such further research and development in accordance with the terms and conditions of this Agreement, such information to be provided to the Steering Committee for such Project Gene in accordance with the terms and conditions of this Agreement; (g) determining, under Section 5.5.1, which, if any, of the Secreted Proteins together with the Derivative Proteins, will be designated as “secreted protein candidates”; (h) reviewing the Parties’ reports and updates in connection with their respective activities under the Development Program, including the reports submitted by DELTAGEN pursuant to Section 5.3; and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (i) deciding whether and how to develop any Secreted Protein Candidates and Products (e.g., whether under a collaboration between the Parties or with Third Party partners or licensees or otherwise), as set forth in Article 6.

Organization and Role. DELTAGEN and HYSEQ shall promptly after the Effective Date organize a steering committee (the “Steering Committee”) to plan, manage and oversee the Development Program. Without limiting the foregoing, the Steering Committee’s responsibilities shall include the following: (a) developing, reviewing, updating and modifying in writing the Work Plan set forth in Exhibit A and developing the mediation procedure to be set forth in Exhibit B; provided, however, that if the Parties cannot agree, after good faith efforts, to a time frame for generation of the ES lines to be generated from the [***[ * ] Project Genes under this * Confidential portions of this document have been redacted and have been filed separately with the Commission. Agreement, then the Work Plan shall be deemed to provide that, within [***[ * ] from the date DELTAGEN commences work on such Project Genes, DELTAGEN shall use [***[ * ] efforts to generate ES cells for the first [***[ * ] Project Genes (provided all [***[ * ] Project Genes have been designated as such upon the beginning of such [***[ * ] period) and, within an additional [***[ * ], DELTAGEN shall use [***[ * ] efforts to generate ES cells for the remaining [***[ * ] Project Genes (provided all [***[ * ] remaining Project Genes have been designated as such upon beginning of such [***[ * ] period). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) designating genes as Project Genes from the Proposed Genes submitted by HYSEQ to the Steering Committee pursuant to Section 4.1; (c) performing due diligence on each Proposed Gene and reviewing and determining, based on such due diligence, the relative strength of any IP positions around any Project Genes under consideration, and including such determination in the decision whether to designate a Project Gene as a Secreted Protein Candidate. (d) determining which Project Genes to submit to DELTAGEN for further analysis and study under the Development Program pursuant to Section 5.2; (e) reviewing the First Pass Phenotypic Analysis of each of the Project Genes submitted to DELTAGEN and determining the necessity of conducting phenotypic testing, observation, or analysis not included in the First Pass Phenotypic Analysis (including any further research and development activities to be conducted by any Third Parties) and which, if any, of such additional phenotypic tests, observations, or analyses are appropriate, as set forth in Article 5; (f) determining the necessity of conducting further research and development on each of the Project Genes (including any further research and development activities to be conducted by any Third Parties); provided, however, that the foregoing shall in no ay limit HYSEQ’s right to independently conduct such further research and development in accordance with the terms and conditions of this Agreement, such information to be provided to * Confidential portions of this document have been redacted and have been filed separately with the Commission. the Steering Committee for such Project Gene in accordance with the terms and conditions of this Agreement; (g) determining, under Section 5.5.1, which, if any, of the Secreted Proteins together with the Derivative Proteins, will be designated as “secreted protein candidates”; (h) reviewing the Parties’ reports and updates in connection with their respective activities under the Development Program, including the reports submitted by DELTAGEN pursuant to Section 5.3; and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.and (i) deciding whether and how to develop any Secreted Protein Candidates and Products (e.g., whether under a collaboration between the Parties or with Third Party partners or licensees or otherwise), as set forth in Article 6.