Common use of Primary Contacts and Steering Committee Clause in Contracts

Primary Contacts and Steering Committee. The Parties shall form a six (6) person steering committee (the "Steering Committee") to monitor the research and development activities under this Agreement and perform the functions as provided below. MMI and The Cargill Entities each shall appoint three (3) representatives to serve on the Steering Committee, and each shall designate one of its representatives to be the primary contact between them and to serve as the co-chairs of the Steering Committee. These primary contacts shall be responsible for day-to-day communication between the Parties and for preparing and retaining summaries of all communications for at least three (3) years after the date of Complete Delivery. Each Party may substitute any or all of its representatives to the Steering Committee upon written notice to the other Party. Prior written notice (of at least three (3) days and to all members) must be given of all meetings (whether held in person or by telephone conference), at least four (4) members of the Steering Committee must be present to constitute a quorum, and any decisions, recommendations, or other authorized actions of the Steering Committee shall be made only by a majority vote of all six members of the Committee (i.e., by at least four (4) members voting in the affirmative). 2.1.1 The Steering Committee shall: (a) Monitor issues relating to the Work Plan (which is attached to this Agreement as Exhibit B and incorporated by reference herein) and to the Joint IP. (b) Monitor, discuss, and make recommendations on matters relating to Joint IP (including, but not limited to, the advisability of filing a patent upon any specific association or other item of Joint IP); (c) Assess the research requirements, time frames, and work prioritization of the Work Plan. The Steering Committee shall have the authority to extend any deadlines or time frames under the Work Plan by no more than sixty (60) days. Should either Party seek an extension beyond 60 days, it must be approved in writing by the Chief Executive Officer of MMI (or his authorized designee) and the designated Business Manager for The Cargill Entities. (d) Meet following the completion or purported completion of each Part of the Work plan, within 30 days following delivery by MMI to The Cargill Entities of the required Deliverable(s) applicable to such Part of the Work Plan, to (1) discuss and assess the Deliverable(s), and (2) make a recommendation as to whether or not the Parties should proceed to the next Part of the Work Plan. In the event that the recommendation of the Steering Committee is to proceed to the next Part of the Work Plan, the Parties shall so proceed. In the event that the Steering Committee recommends that the Parties not proceed to the next Part or in the event that the Steering Committee cannot reach a majority vote on the issue, the Parties shall follow the procedure set forth in Section 12.12. (e) Following completion of the Work Plan, turn its attention and efforts toward commercialization of the Joint IP and associated products and services. In this regard, the Steering Committee shall, keeping in mind the Core Commercialization Concepts (as defined in Section 8), meet on a regular basis to discuss, evaluate alternatives, and make recommendations relating to the commercialization of the Joint IP and the execution of a definitive Joint Commercialization Agreement. 2.1.2 The Steering Committee shall NOT have any authority to: (a) amend the Work Plan, other than with respect to the extension of deadlines as specifically described in Section 2.1.1(d) above; (b) amend this Agreement; or (c) bind any of the Parties to any obligation or commitment in addition to or different from those contained in this Agreement.

Primary Contacts and Steering Committee. The Parties shall form a six four (64) person steering committee (the "“Steering Committee"”) to monitor the research discovery, development, and development commercialization activities under this Agreement (i.e., during the performance of the Research Plan and beyond) and perform the functions as provided belowin this Section 2.7. MMI and The Cargill Entities Xxxxxxx each shall appoint three two (32) representatives to serve on the Steering Committee, and each shall designate one of its representatives to be the primary contact between them and to serve as (the co-chairs of the Steering Committee“Primary Contact”). These primary contacts Primary Contacts shall be responsible for day-to-day communication between the Parties and for preparing and retaining summaries of all communications (which shall be kept and maintained for at least three (3) years after the date of Complete Delivery). Each Party may substitute any or all of its representatives to the Steering Committee upon written notice to the other Party. Prior written notice (of at least three (3) days and to all members) must be given of all meetings (whether held in person or by telephone conference), at least four three (43) members of the Steering Committee must be present to constitute a quorumquorum (except that, after any failure to reach a three (3) member quorum for thirty (30) or more days, the quorum shall then be only two (2) members (including at least one (1) representative from each Party) if at least ten (10) days written notice of such meeting and any such lowered quorum is given by notice in accordance with Section 12.9). Any decisions, recommendations, or other authorized actions of the Steering Committee shall be made only unanimously by a majority vote of all six members of the Steering Committee (i.e., by present at least four (4) members voting in the affirmative)any meeting. 2.1.1 2.7.1 The Steering Committee shall: (a) Monitor issues relating to the Work Plan (which is attached to this Agreement as Exhibit B and incorporated by reference herein) and to the Joint IPResearch Plan. (b) Monitor, discuss, and make recommendations on matters relating to Joint IP (including, but not limited to, the advisability of filing a patent upon any specific association or other item of Joint IP); (c) Assess the research requirements, time frames, and work prioritization of the Work Research Plan. The Steering Committee shall have the authority to extend any deadlines or time frames under the Work Research Plan by no more than up to sixty (60) days. Should either Party seek an extension beyond 60 sixty (60) days (but not longer than one hundred eighty (180) days), it must be approved in writing by the Chief Executive Officer of MMI (or his authorized designee) and the designated Business Manager for The Cargill EntitiesPresident of Xxxxxxx (or his authorized designee); beyond one hundred eighty (180) days, a formal extension between the parties must be agreed to in accordance with Section 12.5. (c) Meet promptly in person following any submission to it pursuant to Section 2.5.3(b) resulting from a disagreement between the Parties as to whether MMI delivered to Xxxxxxx all the required Deliverables to be delivered pursuant to a Phase of the Research Plan. In the event the Steering Committee is unable within thirty (30) days of the meeting to resolve the disagreement, either Party may submit it to binding arbitration in accordance with Section 12.12. (d) Meet following promptly in person should either Party submit that the completion Research Plan should be abandoned because it has become scientifically impossible or purported completion of each Part impracticable as a result of the Work plan, within occurrence of significant unforeseen obstacles and challenges. Within 30 days following delivery by MMI to The Cargill Entities of the required Deliverable(s) applicable to such Part of the Work Planmeeting, to (1) discuss and assess the Deliverable(s), and (2) make a recommendation as to whether or not the Parties should proceed to the next Part of the Work Plan. In the event that the recommendation of the Steering Committee is shall communicate its recommendation, or its inability to proceed agree on a recommendation, to the next Part executive officers of the Work PlanParties, who shall consider the Parties shall so proceed. In the event that the Steering Committee recommends that the Parties not proceed to the next Part or question in the event that the Steering Committee cannot reach a majority vote on the issue, the Parties shall follow the procedure set forth in accordance with Section 12.127.3.1. (e) Meet at least quarterly and, as necessitated by the completion of a Phase of the Research Plan or otherwise, more often as appropriate. (f) Following the completion of the Work Research Plan, turn its attention meet twice each calendar year to review and efforts toward monitor Xxxxxxx’x post-Research Plan commercialization of the Joint IP and associated products and serviceseffort. In this regard, the The Steering Committee shallmay determine, keeping in mind the Core Commercialization Concepts (as defined in Section 8)upon mutual agreement, meet on that a regular basis to discuss, evaluate alternatives, face-to-face meeting is not necessary and make recommendations relating to the commercialization of the Joint IP and the execution of that a definitive Joint Commercialization Agreementwritten report will suffice. 2.1.2 2.7.2 The Steering Committee shall NOT have any authority to: (a) amend the Work Research Plan, other than with respect to the extension of deadlines as specifically described in Section 2.1.1(d2.7.1(b) above; (b) amend this Agreement; or (c) bind any of the Parties to any obligation or commitment in addition to or materially different from those contained in this Agreement.

Primary Contacts and Steering Committee. The Parties shall form a six (6) person steering committee (the "“Steering Committee"”) to monitor the research and development activities under this Agreement and perform the functions as provided below. MMI and The Cargill Entities each shall appoint three (3) representatives to serve on the Steering Committee, and each shall designate one of its representatives to be the primary contact between them and to serve as the co-chairs of the Steering Committee. These primary contacts shall be responsible for day-to-day communication between the Parties and for preparing and retaining summaries of all communications for at least three (3) years after the date of Complete Delivery. Each Party may substitute any or all of its representatives to the Steering Committee upon written notice to the other Party. Prior written notice (of at least three (3) days and to all members) must be given of all meetings (whether held in person or by telephone conference), at least four (4) members of the Steering Committee must be present to constitute a quorum, and any decisions, recommendations, or other authorized actions of the Steering Committee shall be made only by a majority vote of all six members of the Committee (i.e., by at least four (4) members voting in the affirmative). 2.1.1 The Steering Committee shall: (a) Monitor issues relating to the Work Plan (which is attached to this Agreement as Exhibit B and incorporated by reference herein) and to the Joint IP. (b) Monitor, discuss, and make recommendations on matters relating to Joint IP (including, but not limited to, the advisability of filing a patent upon any specific association or other item of Joint IP); (c) Assess the research requirements, time frames, and work prioritization of the Work Plan. The Steering Committee shall have the authority to extend any deadlines or time frames under the Work Plan by no more than sixty (60) days. Should either Party seek an extension beyond 60 days, it must be approved in writing by the Chief Executive Officer of MMI (or his authorized designee) and the designated Business Manager for The Cargill Entities. (d) Meet following the completion or purported completion of each Part of the Work plan, within 30 days following delivery by MMI to The Cargill Entities of the required Deliverable(s) applicable to such Part of the Work Plan, to (1) discuss and assess the Deliverable(s), and (2) make a recommendation as to whether or not the Parties should proceed to the next Part of the Work Plan. In the event that the recommendation of the Steering Committee is to proceed to the next Part of the Work Plan, the Parties shall so proceed. In the event that the Steering Committee recommends that the Parties not proceed to the next Part or in the event that the Steering Committee cannot reach a majority vote on the issue, the Parties shall follow the procedure set forth in Section 12.12. (e) Following completion of the Work Plan, turn its attention and efforts toward commercialization of the Joint IP and associated products and services. In this regard, the Steering Committee shall, keeping in mind the Core Commercialization Concepts (as defined in Section 8), meet on a regular basis to discuss, evaluate alternatives, and make recommendations relating to the commercialization of the Joint IP and the execution of a definitive Joint Commercialization Agreement. 2.1.2 The Steering Committee shall NOT have any authority to: (a) amend the Work Plan, other than with respect to the extension of deadlines as specifically described in Section 2.1.1(d) above; (b) amend this Agreement; or (c) bind any of the Parties to any obligation or commitment in addition to or different from those contained in this Agreement.