Research Management Committee Functions and Powers. The Research Management Committee shall be responsible for the management of the Research Program. The principal functions of the Research Management Committee will be to (i) determine and revise the specific goals for the Research Program, (ii) discuss the Research Program and set priorities thereunder, (iii) prepare and approve the Research Plan in accordance with Section 3.2, (iv) manage the ongoing research and preclinical investigations conducted under the Research Program, (v) monitor the progress and results of such investigations, (vi) determine whether targets should be considered Validated Targets in accordance with Section 4.1, (vii) consider and make any necessary or desirable amendments to the Research Plan, (viii) determine which compounds should be profiled during the next quarter of each Research Year, (ix) determine which screened compounds meet the requirements for Active Compounds, (x) determine the availability of Collaboration
Research Management Committee Functions and Powers. The RMC shall: (i) encourage and facilitate ongoing cooperation between the Parties, (ii) periodically review the progress of the Research Program, including all screening results and other work done and new developments in the Field, and propose changes to the Research Plan based upon such review, (iii) designate compounds as Clinical Candidates from time to time based upon the results of the Research Program, (iv) allocate tasks and coordinate activities required to perform the Research Program, (v) monitor progress of the Research Program and the Parties' diligence in carrying out their responsibilities [ * ] = 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. thereunder, and (vi) carry out any other duties and responsibilities described for it in this Agreement.
Research Management Committee Functions and Powers. The RMC shall encourage and facilitate ongoing cooperation between the parties, establish, update, review and approve the Research Plan and other plans for accomplishing the Collaboration goals, allocate tasks and coordinate activities required to perform the Collaboration, monitor progress of the Collaboration and the parties' diligence in carrying out their responsibilities thereunder, oversee the conduct of all patent matters, determine the IN VITRO data and information that must be provided to Allergan and to ACADIA on each Active Compound to enable Allergan and ACADIA to determine their interest in selecting such Active Compound as an Allergan Pool Compound or an ACADIA Pool Compound and carry out the other duties and responsibilities described for it in this Agreement. The RMC shall also be responsible for developing and approving an annual research budget for activities to be performed by the parties pursuant to the Research Plan for [***] of the Research Term (including any renewal or extension thereof), subject to the minimum funding levels provided in Section 7.2. Such budget shall set forth the research funding to be provided by Allergan to ACADIA, which shall be determined based on the number of FTEs required for ACADIA to perform its activities under the Research Plan. *CONFIDENTIAL TREATMENT REQUESTED In addition, the RMC shall maintain and, on a regular basis, update and provide to the parties a list or lists of the following: Active Compounds, ACADIA Designated Compounds, ACADIA Pool Compounds, Allergan Designated Compounds, Allergan Pool Compounds, and Collaboration Lead Compounds.
Research Management Committee Functions and Powers. The RMC shall encourage and facilitate ongoing cooperation between the parties, establish, update, review and approve the Research Plan and other plans for accomplishing the Collaboration goals, allocate tasks and coordinate activities required to perform the Collaboration, monitor progress of the Collaboration and the parties' diligence in carrying out their responsibilities thereunder, oversee the conduct of all patent matters, and carry out the other duties and responsibilities described for it in this Agreement. The RMC shall also be responsible for developing and approving an annual research budget for activities to be performed by the parties pursuant to the Research Plan for [***] of the Research Term (including any renewal or extension thereof). Such budget shall set forth the research funding to be provided by Allergan to ACADIA pursuant to Section 6.1, which shall be determined based on the number of FTEs required for ACADIA to perform its activities under the Research Plan given the projected costs per activity set forth in Exhibit E hereto. In addition, the RMC shall maintain and, on a regular basis, update and provide to the parties a list or lists of the following: Licensed Targets, Test Targets (including the dates upon which each became a Test Target), Program Targets (including the date of discovery of each such Program Target), ACADIA Designated Uses, Active Compounds, Allergan Development Candidates, ACADIA Development Candidates, the number of Excluded Targets in any given Gene Family and a list of the Excluded Targets falling within clauses (b) and (d) of that definition. With respect to Excluded Targets falling within clauses (a) and/or (c) of such definition, Allergan shall have the right to inquire of ACADIA as to the availability of any target which Allergan may be considering for selection as a Test Target and as to which Allergan intends to commit internal research funding. In the event of such inquiry, ACADIA shall respond promptly to Allergan (and in any event no later than [***] following receipt of such inquiry) as to whether such receptor would then be deemed an Excluded Target.
Research Management Committee Functions and Powers. The Research Management Committee shall encourage and facilitate ongoing cooperation between the parties, establish, update and review the Research Plan and other plans for accomplishing the Collaboration goals, allocate tasks and coordinate activities required to perform the Collaboration, monitor progress of the Collaboration and the parties' diligence in carrying out their responsibilities thereunder, oversee the conduct of all patent matters, and carry out the other duties and responsibilities described for it in this Agreement. In addition, the RMC shall establish criteria for and designate Validated Targets under Section 3.5, designate the activity levels in Target Assays that should be demonstrated by a particular compound screened in the Target Assay for such compound to be deemed an Active Compound pursuant to Section 4.2(c), establish additional criteria, if needed, for selecting Back-Up Compounds, and review and approve the designation of Back-Up Compounds under Section 4.7.
Research Management Committee Functions and Powers. The RMC shall:
(1) determine the specific goals for the Collaboration,
(2) define, establish and execute the Development Plan, ----------------------- * Confidential Treatment Requested
(3) manage the ongoing research and development activities conducted under the Collaboration, and
(4) monitor the progress and results of such work. To assist it in achieving Collaboration goals, the RMC shall:
(1) establish, as needed, working groups on a project-by-project basis consisting of representatives of both Taiho and SUGEN;
(2) set the objectives for such working groups;
(3) monitor their progress in meeting such objectives
(4) encourage and facilitate ongoing cooperation between SUGEN and Taiho;
(5) establish, update and review plans for accomplishing Collaboration goals;
(6) allocate tasks and coordinate activities required to perform the Collaboration;
(7) monitor the progress of the Collaboration and SUGEN's and Taiho's diligence in carrying out their responsibilities thereunder; and
(8) carry out the other duties and responsibilities assigned to it in this Agreement.
Research Management Committee Functions and Powers. The RMC generally shall have the responsibility of managing, directing and overseeing the Collaboration including, without limitation, the following responsibilities:
(a) managing and monitoring the progress and results of the Collaboration and the parties' diligence in carrying out their responsibilities thereunder;
(b) determining future Collaboration activities to be conducted under the Research Plan;
(c) allocating responsibility for the various Collaboration activities between the parties;
(d) reviewing and approving the Research Plan;
(e) amending and/or supplementing the Research Plan upon any addition, substitution or discontinuation of an Amgen Gene Target pursuant to Section 4.2, 4.3 or 4.4, upon any decision by Amgen to advance an Amgen Gene Target into Level 2 Research or as otherwise deemed appropriate by the RMC;
(f) developing an estimate of resources needed for activities related to Level 2 Research to be performed by Isis pursuant to the Research Plan for each year of the Collaboration Term (including any renewal or extension thereof);
(g) maintaining and, on a regular basis, updating and providing to the parties a list or lists of all Collaboration ASO Compounds identified or developed in the course of the Collaboration;
(h) determining when each of the Level 1 Research and Level 2 Research with respect to an Amgen Gene Target and Collaboration ASO Compounds directed thereto has been completed in accordance with the Research Plan or as otherwise mutually agreed and providing each party with notice of such completion;
(i) maintaining records of the completion date of each of Level 1 Research and Level 2 Research with respect to each Amgen Gene Target; and
(j) approving the number of Isis researchers performing work under the Collaboration (and with respect to Level 2 Research, subject to Section 6.2).
