Common use of Research Committee Clause in Contracts

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. (a) Promptly after the Effective Date, the Parties shall form the Research Committee, which The RESEARCH COMMITTEE shall be comprised of a total appropriate representatives of four (4) membersboth PARTIES, two (2) appointed by initially consisting of [***] representatives from each Partyof NEKTAR AL and XXXXXX. Each member of the Research Committee PARTY shall have the appropriate level of skillappoint a RESEARCH PLAN team leader (and other key contacts, experience and familiarity with the Research Programs. The Principal Investigator shall as necessary) to serve as one principal RESEARCH COMMITTEE liaisons for the PARTIES. Employees of PRI's Research Committee members. Each Party shall have the right to substitute different representatives as members each PARTY who are not on the Research Committee as needed from time to time, and each Party RESEARCH COMMITTEE may bring additional representatives to attend meetings of the Research Committee in a non-votingRESEARCH COMMITTEE, AD HOC capacityas required to further the research and development of POTENTIAL PRODUCTS and COMMERCIAL PRODUCTS. One of InterMune's members shall serve as the chairperson The initial team leader and PARTY representatives are: (1) [***] NEKTAR AL: (1) [***] Any representative of the Research Committee. (b) The Research Committee RESEARCH COMMITTEE may designate another individual from such representative’s PARTY to attend a meeting of the RESEARCH COMMITTEE in his or her place. In such case, the representative shall meet at least once every notify the other month at such times and at such meeting places as shall be mutually agreed upon by PARTY’s representative in writing prior to the Partiesapplicable meeting. The [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTRESEARCH COMMITTEE shall plan and manage the research and development activities to be conducted in connection with CONJUGATES, 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 POTENTIAL PRODUCTS and COMMERCIAL PRODUCTS and to serve as the liaison facilitate communication on research and development issues between the Parties PARTIES. The RESEARCH COMMITTEE shall also be responsible for the sharing of certain data relating to undertake the PARTIES’ respective research and coordinate any development activities in connection with the RESEARCH PLAN and data related to CONJUGATES and POTENTIAL PRODUCTS, including the results [***]. Modification to, and implementation of, the RESEARCH PLAN and other day-to-day communications research and development activities shall be managed by the RESEARCH COMMITTEE, subject to oversight by the JOINT STEERING COMMITTEE. The RESEARCH COMMITTEE shall meet no less frequently than [***] in person, by teleconference, web-conference or video conference as may be required between agreed upon by the Parties relating PARTIES. Notwithstanding anything herein to the Research Programs. The Research Committee contrary, the RESEARCH COMMITTEE shall operate by majority decision consensus with representatives of its members, NEKTAR AL having [***] and the Research Committee members shall use good faith efforts to reach agreement on all matters to be decidedrepresentatives of XXXXXX having [***]. In the event of any disagreements between the Research Committee PARTIES’ representatives at the RESEARCH COMMITTEE level (including, without limitation, with respect to selection of a SELECTED REAGENT), the disagreement shall be referred to the JOINT STEERING COMMITTEE for resolution and, if the JOINT STEERING COMMITTEE is unable to reach agreement on any resolve the disagreement within [***] after the matter before it within thirty (30) days of undertaking consideration of such matteris referred to the JOINT STEERING COMMITTEE, then InterMune shall have the deciding vote on such matter. (c) Minutes of the Research Committee meetings shall be prepared [***]. In order to enable NEKTAR AL to plan its [***] beyond those already contemplated by the chairperson. Such minutes RESEARCH PLAN, the RESEARCH COMMITTEE shall be promptly reviewed and shall be deemed approved when mutually accepted notify NEKTAR AL in writing by both Parties through their respective Research Committee representatives; provided, however, no less than [***] in advance of any additional requirements for REAGENTS (including SELECTED REAGENTS) and CONJUGATES that if are to be developed under the Research Committee representatives of a Party fail to comment onRESEARCH PLAN, or otherwise indicate disagreement with, the minutes provided by conduct of studies or the performance of other Party in writing within fifteen (15) days of receipt, then related services under the receiving Party shall be deemed to have approved such minutesRESEARCH PLAN.

Research Committee. 6.1 The Parties agree to establish not later than 14 days after the Commencement Date, a joint research committee (‘Research Committee’) to oversee the progress of the Programme and Services. 6.2 The Research Committee will be comprised of the following participants: (a) Promptly after two representatives of Chemgenex, being the Effective DateChief Executive Officer and the Senior Director of Research and (b) two representatives of Vernalis, the Parties shall form being Director of Research and a senior Vernalis scientist. Each Party will use reasonable endeavours to achieve continuity of representation on the Research Committee, which but shall be comprised of entitled, on prior written notice to the other to replace its representative with a total of four (4) members, two (2) appointed by each Partyperson acceptable to the other Party acting reasonably. Each member The quorum for meetings of the Research Committee shall have the appropriate level be 2 representatives provided that there is one representative from each of skill, experience Vernalis and familiarity with the Research Programs. Chemgenex. 6.3 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 purpose of the Research Committee will be to monitor the Programme, discuss and agree the nature and scope of the Services, and to make decisions in relation to the patenting of inventions forming part of the Results. Except as regards variations or additions to the Services, the Research Committee shall have no power to vary this Agreement except in accordance with Clause 19. 6.4 The Research Committee will meet on a nonmonthly basis by videoconference and on a quarterly basis by face-votingto-face meetings, AD HOC capacityunless otherwise agreed between the Parties. One Face to face meetings will alternate between the Parties respective premises and each Party shall be responsible for all of InterMune's members shall serve as the chairperson its own expenses of attending and participating in the Research Committee. (b) The Research Committee shall meet at least once every other month at such times and at such 6.5 Minutes of each 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 prepared 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 issued within thirty (30) days thereafter and responsibility for preparing such minutes shall alternate between the Party’s representatives. Minutes shall not be deemed to be finalised until the Party’s representative who did not prepare such minutes reviews and confirms the accuracy of undertaking consideration the minute in writing. Chemgenex will produce a quarterly report detailing Results and progress of such matter, then InterMune shall have the deciding vote on such matterServices to be issued within 14 days prior to each of the aforementioned quarterly face-to-face meetings. (c) Minutes of 6.6 If unanimous agreement cannot be reached by the Research Committee meetings within ten (10) days, either Party may, on giving notice to the other, refer the matter in dispute to the Chief Executive Officers of each of the Parties who shall be prepared by the chairperson. Such minutes shall be promptly reviewed and shall be deemed approved when mutually accepted work in writing by both Parties through their respective Research Committee representatives; provided, however, that if the Research Committee representatives of a Party fail good faith 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 try to have approved resolve such minutesdispute.

Research Committee. (a) Promptly after the Effective Date, the Parties shall form the Research Committee, which The RESEARCH COMMITTEE shall be comprised of a total appropriate representatives of four (4) membersboth PARTIES, two (2) appointed by initially consisting of [***] representatives from each Partyof NEKTAR AL and XXXXXX. Each member of the Research Committee PARTY shall have the appropriate level of skillappoint a RESEARCH PLAN team leader (and other key contacts, experience and familiarity with the Research Programs. The Principal Investigator shall as necessary) to serve as one principal RESEARCH COMMITTEE liaisons for the PARTIES. Employees of PRI's Research Committee members. Each Party shall have the right to substitute different representatives as members each PARTY who are not on the Research Committee as needed from time to time, and each Party RESEARCH COMMITTEE may bring additional representatives to attend meetings of the Research Committee in a non-votingRESEARCH COMMITTEE, AD HOC capacityas required to further the research and development of POTENTIAL PRODUCTS and COMMERCIAL PRODUCTS. One of InterMune's members shall serve as the chairperson The initial team leader and PARTY representatives are: (1) [***] NEKTAR AL: (1) [***] Any representative of the Research Committee. (b) The Research Committee RESEARCH COMMITTEE may designate another individual from such representative’s PARTY to attend a meeting of the RESEARCH COMMITTEE in his or her place. In such case, the representative shall meet at least once every notify the other month at such times and at such meeting places as shall be mutually agreed upon by PARTY’s representative in writing prior to the Partiesapplicable meeting. The [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTRESEARCH COMMITTEE shall plan and manage the research and development activities to be conducted in connection with CONJUGATES, 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 POTENTIAL PRODUCTS and COMMERCIAL PRODUCTS and to serve as the liaison facilitate communication on research and development issues between the Parties PARTIES. The RESEARCH COMMITTEE shall also be responsible for the sharing of certain data relating to undertake the PARTIES’ respective research and coordinate any development activities in connection with the RESEARCH PLAN and data related to CONJUGATES and POTENTIAL PRODUCTS, including the results [***]. [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Modification to, and implementation of, the RESEARCH PLAN and other day-to-day communications research and development activities shall be managed by the RESEARCH COMMITTEE, subject to oversight by the JOINT STEERING COMMITTEE. The RESEARCH COMMITTEE shall meet no less frequently than [***] in person, by teleconference, web-conference or video conference as may be required between agreed upon by the Parties relating PARTIES. Notwithstanding anything herein to the Research Programs. The Research Committee contrary, the RESEARCH COMMITTEE shall operate by majority decision consensus with representatives of its members, NEKTAR AL having [***] and the Research Committee members shall use good faith efforts to reach agreement on all matters to be decidedrepresentatives of XXXXXX having [***]. In the event of any disagreements between the Research Committee PARTIES’ representatives at the RESEARCH COMMITTEE level (including, without limitation, with respect to selection of a SELECTED REAGENT), the disagreement shall be referred to the JOINT STEERING COMMITTEE for resolution and, if the JOINT STEERING COMMITTEE is unable to reach agreement on any resolve the disagreement within [***] after the matter before it within thirty (30) days of undertaking consideration of such matteris referred to the JOINT STEERING COMMITTEE, then InterMune shall have the deciding vote on such matter. (c) Minutes of the Research Committee meetings shall be prepared [***]. In order to enable NEKTAR AL to plan its [***] beyond those already contemplated by the chairperson. Such minutes RESEARCH PLAN, the RESEARCH COMMITTEE shall be promptly reviewed and shall be deemed approved when mutually accepted notify NEKTAR AL in writing by both Parties through their respective Research Committee representatives; provided, however, no less than [***] in advance of any additional requirements for REAGENTS (including SELECTED REAGENTS) and CONJUGATES that if are to be developed under the Research Committee representatives of a Party fail to comment onRESEARCH PLAN, or otherwise indicate disagreement with, the minutes provided by conduct of studies or the performance of other Party in writing within fifteen (15) days of receipt, then related services under the receiving Party shall be deemed RESEARCH PLAN. [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to have approved such minutesthe omitted portions.

Research Committee. (a) Promptly To facilitate communication between the PARTIES and the implementation of the RESEARCH PLAN during this AGREEMENT, the PARTIES shall appoint a RESEARCH COMMITTEE consisting of [***] nominated by LIPOXEN and [***] nominated by BAXTER. The initial representatives shall be set forth in writing within [***] 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 PartyEFFECTIVE DATE. Each member PARTY may replace its representatives by prior written notice to the other PARTY. Employees 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 each PARTY who are not on the Research Committee as needed from time to time, and each Party RESEARCH COMMITTEE may bring additional representatives to attend meetings of the Research Committee in a non-votingRESEARCH COMMITTEE, AD HOC capacity. One as required to further the research, development and commercialization 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 POTENTIAL PRODUCTS and at such meeting places as shall be mutually agreed upon by the PartiesCOMMERCIAL PRODUCTS. The [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTRESEARCH COMMITTEE shall have the authority to: make decisions relating to the modification to, MARKED BY BRACKETSand implementation of, 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 RESEARCH PLAN; and monitor 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 Programsresearch and development activities. The Research Committee RESEARCH COMMITTEE shall operate have such other responsibilities as set forth herein and as the PARTIES may agree from time to time. The RESEARCH COMMITTEE shall meet at such times and places, in person or by majority decision telephone conferencing, web-conferencing, video conferencing or other electronic communication, as it shall determine to carry out its responsibilities; provided, that an initial meeting of the RESEARCH COMMITTEE by telephone conference call shall take place [***] after the EFFECTIVE DATE and thereafter LIPOXEN shall update BAXTER on its membersprogress with the RESEARCH PLAN via meetings of the RESEARCH COMMITTEE to be held no less than [***] in a manner to be mutually agreed by parties. Decisions of the RESEARCH COMMITTEE must be unanimous with representatives of LIPOXEN having one collective vote and representatives of BAXTER having one collective vote. If a dispute arises regarding matters within the scope of responsibilities of the RESEARCH COMMITTEE, and the Research Committee members shall use good faith efforts RESEARCH COMMITTEE fails to reach agreement a unanimous decision on all matters its resolution [***] of when the dispute was presented 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 matterRESEARCH COMMITTEE, then InterMune shall [***] have the deciding vote on such matter. vote. For purposes of clarification, the RESEARCH COMMITTEE shall have no authority to: (a) amend the terms of this AGREEMENT or waive any rights that Lipoxen may otherwise have pursuant to the AGREEMENT or otherwise; (b) allocate the ownership of any intellectual property rights or the PARTIES’ rights to apply for patents pursuant to Section 13; or (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 require LIPOXEN to deliver or supply a DELIVERY AGENT or comply with a SPECIFICATION which LIPOXEN has not previously agreed 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 minuteswriting.

Research Committee. (a) Promptly To facilitate communication between the PARTIES and the implementation of the RESEARCH PLAN during this AGREEMENT, the PARTIES shall appoint a RESEARCH COMMITTEE consisting of two representatives nominated by LIPOXEN and two representatives nominated by BAXTER. The initial representatives shall be set forth in writing within 30 days 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 PartyEFFECTIVE DATE. Each member PARTY may replace its representatives by prior written notice to the other PARTY. Employees 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 each PARTY who are not on the Research Committee as needed from time to time, and each Party RESEARCH COMMITTEE may bring additional representatives to attend meetings of the Research Committee in a non-votingRESEARCH COMMITTEE, AD HOC capacity. One as required to further the research, development and commercialization 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 POTENTIAL PRODUCTS and at such meeting places as shall be mutually agreed upon by the PartiesCOMMERCIAL PRODUCTS. The [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTRESEARCH COMMITTEE shall have the authority to: make decisions relating to the modification to, MARKED BY BRACKETSand implementation of, 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 RESEARCH PLAN; and monitor 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 Programsresearch and development activities. The Research Committee RESEARCH COMMITTEE shall operate have such other responsibilities as set forth herein and as the PARTIES may agree from time to time. The RESEARCH COMMITTEE shall meet at such times and places, in person or by majority decision telephone conferencing, web-conferencing, video conferencing or other electronic communication, as it shall determine to carry out its responsibilities; provided, that an initial meeting of the RESEARCH COMMITTEE by telephone conference call shall take place no later than thirty (30) days after the EFFECTIVE DATE and thereafter LIPOXEN shall update BAXTER on its membersprogress with the RESEARCH PLAN via meetings of the RESEARCH COMMITTEE to be held no less than once every two weeks in a manner to be mutually agreed by parties. Decisions of the RESEARCH COMMITTEE must be unanimous with representatives of LIPOXEN having one collective vote and representatives of BAXTER having one collective vote. If a dispute arises regarding matters within the scope of responsibilities of the RESEARCH COMMITTEE, and the Research Committee members shall use good faith efforts RESEARCH COMMITTEE fails to reach agreement a unanimous decision on all matters to be decided. In the event the Research Committee is unable to reach agreement on any matter before it its resolution within thirty (30) days of undertaking consideration of such matterwhen the dispute was presented to the RESEARCH COMMITTEE, then InterMune BAXTER shall have the deciding vote on such matter. vote. For purposes of clarification, the RESEARCH COMMITTEE shall have no authority to: (a) amend the terms of this AGREEMENT or waive any rights that Lipoxen may otherwise have pursuant to the AGREEMENT or otherwise; (b) allocate the ownership of any intellectual property rights or the PARTIES’ rights to apply for patents pursuant to Section 13; or (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 require LIPOXEN to deliver or supply a DELIVERY AGENT or comply with a SPECIFICATION which LIPOXEN has not previously agreed 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 minuteswriting.