Research Committee. (a) Promptly after the Effective Date, the Parties shall form the Research Committee, which shall be comprised of a total of four (4) members, two (2) appointed by each Party. Each member of the Research Committee shall have the appropriate level of skill, experience and familiarity with the Research Programs. The Principal Investigator shall serve as one of PRI's Research Committee members. Each Party shall have the right to substitute different representatives as members on the Research Committee as needed from time to time, and each Party may bring additional representatives to attend meetings of the Research Committee in a non-voting, AD HOC capacity. One of InterMune's members shall serve as the chairperson of the Research Committee.
(b) The Research Committee shall meet at least once every other month at such times and at such meeting places as shall be mutually agreed upon by the Parties. The [ * ] = 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Research Committee meetings may be held by telephone or videoconference, if agreed by the Research Committee members. Each Party will designate an individual to serve as the liaison between the Parties to undertake and coordinate any day-to-day communications as may be required between the Parties relating to the Research Programs. The Research Committee shall operate by majority decision of its members, and the Research Committee members shall use good faith efforts to reach agreement on all matters to be decided. In the event the Research Committee is unable to reach agreement on any matter before it within thirty (30) days of undertaking consideration of such matter, then InterMune shall have the deciding vote on such matter.
(c) Minutes of the Research Committee meetings shall be prepared by the chairperson. Such minutes shall be promptly reviewed and shall be deemed approved when mutually accepted in writing by both Parties through their respective Research Committee representatives; provided, however, that if the Research Committee representatives of a Party fail to comment on, or otherwise indicate disagreement with, the minutes provided by the other Party in writing within fifteen (15) days of receipt, then the receiving Party shall be deemed to have approved such minutes.
Research Committee. Warner and LeukoSite will each appoint up to 4 representatives to a research committee (the "Research Committee"), which will oversee the pre-clinical aspects of the Collaboration; except that such responsibilities will pass to the Development Committee in the case of a Warner-LeukoSite Product, to Warner in the case of a Warner Product and to LeukoSite in the case of a LeukoSite Product. The Warner representatives on such committee will together have only one vote and the LeukoSite members on such committee will together have only one vote. The Research Committee will meet quarterly, or more frequently if mutually agreed, and will report to the Management Committee. Warner's and LeukoSite's initial representatives to the Research Committee will be appointed by each of them promptly after the Effective Date. The Research Committee will be responsible for recommending compounds to be designated Development Candidates. All actions taken and decisions made by the Research Committee will be by unanimous agreement. The Management Committee will resolve disputes among the members of the Research Committee. A party may change any of its appointments to the Research Committee at any time upon giving written notice to the other party.
Research Committee. 2.2.1 Establishment and Functions of the RC. -------------------------------------
(a) CURAGEN and GENENTECH shall establish a "Research Committee" (the "RC"). The RC will act on behalf of the two companies and will be responsible for the planning and monitoring of the Research Program. In particular, the activities of the RC shall include reviewing progress in the Research Program and recommending necessary adjustments to the Research Program, including any Research Project substitutions deemed desirable based on results and on GENENTECH's commercial interest, as the research and development progresses.
(b) In planning and monitoring the Research Program, the RC shall assign tasks and responsibilities taking into account each Party's respective specific capabilities and expertise in order in particular to avoid duplication and enhance efficiency and synergies. The RC shall also monitor the assignment of CURAGEN employees to the Research Program and the allocation of such CURAGEN employees to specific Research Projects.
Research Committee. A research committee has been established by the parties as provided below and will be responsible for the planning and monitoring of the Research Plan (“Research Committee” or “RC”). In particular, the activities of the RC shall include:
(a) Approving the Research Plan and amendments thereto and establishing prioritization criteria for specific components thereof, including explicit determination of proposed dates for experimental initiation and completion;
(b) Monitoring workflow, including experimental sample transfer, sample analysis and data quality control, data analysis and summarization, software installation (access), training and maintenance;
(c) Monitoring of sample throughput, and overall research progress; CONFIDENTIAL
(d) Ensuring timely filing of patent applications;
(e) Assigning tasks and responsibilities taking into account each Party’s respective specific capabilities and expertise in order to avoid duplication and enhance efficiency and synergies; and
(f) Monitoring timely execution of the Research Plan, including compliance with budgets and timelines.
Research Committee. (a) The Research Committee shall meet quarterly, or as otherwise agreed by the parties, alternating between the location of Focal and of the Developing Party, or at such locations as the parties agree. At its meetings, the Research Committee will (i) monitor the progress of the Research Program toward its objectives, and (ii) review and approve the Research Plan and Budget, pursuant to this Article 3. The host party's lead representative shall chair meetings of the Research Committee and shall be responsible for preparing the meeting agendas and minutes.
(b) Wherever possible, the decisions of the Research Committee shall be made by unanimous consent of the Developing Party and Focal. However, in the event that unanimous decisions cannot be reached, decisions of the Research Committee as described in Section 3.1.3 shall be by majority vote (based upon votes being cast by an equal number of representatives of Focal and the Developing Party). There shall be no tie-breaker; and in the event of deadlock the matter in question shall be referred to selected executive officers of Focal and the Developing Party for final resolution.
(c) The Research Committee for a Product shall terminate upon completion or termination of all activities within the Research Program for such Product, provided that if after termination of the Research Committee for a Product the Developing Party and Focal desire that additional Research be performed with respect to such Product, the Developing Party and Focal shall reconstitute the Research Committee for such Product.
(d) Prior to the earlier of (i) termination of the Research Committee for a Product, and (ii) commencement of any study which may result in the achievement of any of the milestones set forth in Section 4.2.1 or milestones 1 or 2 set forth in Section 4.2.2, the Research Committee for the Product shall establish the criteria to be used in determining whether the First Generation Product milestones set forth in Section 4.2.1 below or milestones 1 and 2 of the Second Generation Product milestones set forth in Section 4.2.2 below shall have occurred with respect to such Product ("Committee Criteria").
Research Committee. 2.2.1 Establishment and Functions of RC. ---------------------------------
(a) CURAGEN and BIOGEN shall establish a "Research Committee" (the "RC"). The RC will be responsible for the planning and monitoring of the Research Program. In particular, the activities of the RC shall include reviewing progress in the Research Program and recommending necessary adjustments to the Research Program, including any Research Project substitutions deemed desirable based on results and on BIOGEN's commercial interest, as the research and development progresses.
(b) In planning and monitoring the Research Program, the RC shall assign tasks and responsibilities taking into account each Party's respective specific capabilities and expertise in order in particular to avoid duplication and enhance efficiency and synergies.
Research Committee. 6 2.3 Use of Taisho Compound Library........................................ 6 2.4
Research Committee. Promptly after the Effective Date, the parties will form a Research Committee (“RC”) comprised of four (4) members, with an equal number of representatives of each of Sequenom and P&G (two (2) members each). One (1) member of the RC shall be selected to act as the chairperson of the RC, with each chairperson acting for a term of twelve (12) months. The chairperson shall be selected alternately by Sequenom and P&G, and P&G shall designate the first chairperson. The RC shall determine the specific goals for the Research Program, shall manage the ongoing research conducted under the Research Program, and shall monitor the progress and results of such work. All decisions of the RC shall require unanimous approval, with the representatives of Sequenom on the RC collectively having one vote and the representatives of P&G on the RC collectively having one vote. The RC shall meet no less than once per quarter at such intervals and at such time and place as agreed upon by the
Research Committee. A Research Committee will be created to manage each Research Program.
(a) Within thirty (30) days after the Effective Date, each party will designate two (2) representatives to act as voting members of the Research Committee. The party designating a voting representative may at any time designate a substitute for such representative by providing written notice to the other party. Each party may also designate non-voting representatives to attend meetings of the Research Committee to provide information relating to any of the issues to be considered by the Research Committee. A chairman of the Research Committee will be designated annually on an alternating basis by Array and Amgen, with Array being responsible for designating the chairman for the first year. A secretary of the Research Committee will be designated by a vote of the Research Committee.
(b) The Research Committee shall meet quarterly during the term of the Research Program, or at such other intervals as shall be determined by the Research Committee, to set the priorities and review the progress of the Research Program, to redesign and/or redirect the Research Plan and to amend the Research Plan as appropriate (which amendment shall be effective when approved in writing by the Research Committee). Such meetings are to occur at times and locations as shall be determined by the Research Committee. The secretary of the Research Committee will keep detailed minutes of all meetings of the Research Committee.
(c) All decisions of the Research Committee shall be made by a majority vote of the voting members of the Research Committee in the exercise of good faith to further the Research Program, and any decision inconsistent with the terms of this Agreement is void. It is intended that the Research Committee proceed in a manner that fosters cooperation and communication between the parties. In the event [***].
Research Committee. (a) The Parties shall establish a Research Committee (the "Research Committee" or "RC"), which shall be comprised of eight (8) members: (I) four (4) SB representatives designated by SB promptly after the Effective Date, (ii) the Vice President of Research at CADUS, or such other similar position designated by CADUS from time to time, and (iii) three (3) additional CADUS representatives designated by CADUS. Members of the Research Committee may be represented at any meeting by a designee appointed by such member for such meeting, if
