Research Steering Committee. 3DP and DPC agree to establish a Research Steering Committee, and shall each designate three (3) members selected by their respective R&D management to form this Research Steering Committee. The Research Steering Committee shall be responsible for:
(a) Adopting, reviewing and amending the Research Plan to implement the Research Program, subject to DPC approval. The Research Plan for the first Target agreed to by the Parties is described in Appendix A. ----------
(b) Monitoring the progress of research in the Research Program.
(c) Reviewing initial Target and any subsequent Target selection.
(d) Agreeing on and adopting criteria for the designation of Qualified Lead Compounds. As an example, the Parties contemplate that to satisfy such criteria in the case of Hits that inhibit a Target with an [**], a Qualified Lead Compound would require a [**] relatively more selective against a Target than against related molecules, and be patentable. The criteria for the designation of Qualified Lead Compounds shall be set forth in the Research Plan.
(e) Selecting Qualified Lead Compounds to be advanced for biological testing.
(f) Reviewing and approving publications and other public disclosures related to the subject matter of the Research Program.
Research Steering Committee. 3.1. The Parties hereby establish a committee (“Research Steering Committee” or “RSC”) comprised of four (4) permanent members, with two (2) representatives appointed by each Party. A Party may designate or change one or more of its representatives on the RSC at any time upon written notice to the other Parties. The RSC may invite additional guests to specific RSC meetings, on an “as needed”, by invitation basis, provided that all such guests will be required to enter into corresponding confidentiality agreements. The patent attorney with primary responsibility for Patent filings on Compounds also may attend the RSC meetings as a nonvoting member. [*] = 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 Steering Committee. The Research Steering Committee shall consist of senior research staff of each Party and shall be responsible for the supervision and overall execution of the Research Programme. In particular the Research Steering Committee shall be responsible for:
(a) the approval of a strategy project portfolio and resources; * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC.
(b) the approval of each Research Plan for each part or stage of the Research Programme and any major change thereto;
(c) the setting of priorities;
(d) the approval of whether to patent inventions arising during the Research Term;
(e) the selection and replacement of Targets and Pre-Development Compounds and start of Lead Optimisation Programmes;
(f) the approval of resource allocations; and
(g) the approval of activities in the Research Programme which give rise to an obligation to make payment under Section 8.02, provided always that no such decision shall be taken unless reasonably detailed information pertaining thereto has been submitted to the Research Steering Committee in writing at least two (2) weeks prior to the meeting. In the event that the Research Steering Committee cannot reach consensus on any matter properly referred to it within thirty (30) days of such referral, such matter shall be referred to the Executive Committee.
Research Steering Committee. A joint committee comprised of two (2) named representatives of CTI and NS (the "Research Steering Committee") shall be appointed on or before the Effective Date and shall meet once each calendar quarter during the Research Term. Meetings shall be held within thirty (30) days of the end of the preceding calendar quarter. Such meetings shall be at times and places agreed upon, or in such other form (e.g., telephone or video conference) as the members of the Research Steering Committee shall agree. At such meetings, the principal function of the Research Steering Committee shall be to discuss progress or lack thereof under the Research Plan, set future priorities thereunder, consider and make any necessary or desirable amendments to the Research Plan and determine whether any particular HMG-1 modulators should be recommended to CTI for consideration for development into Products. Members of the Research Steering Committee may be represented at any meeting by another member of the Research Steering Committee, or by a deputy. Any approval, determination or other action agreed to by all of the members of the Research Steering Committee or their deputies present at the relevant Research Steering Committee meeting shall be the approval, determination or other action of the Research Steering Committee, provided that at least two representatives of each party are present at such meeting.
Research Steering Committee. 3DP and BIPI agree to establish a Research Steering Committee of seven (7) people. BIPI shall designate four (4) members and 3DP shall designate three (3) members, each selected by their respective R&D management to form this Research Steering Committee. The Research Steering Committee shall be responsible for:
(a) Adopting, reviewing and amending the research plan to implement the Research Program, subject to the approval of the Vice President of Research at BIPI.
(b) Monitoring the progress of research in the Research Program.
(c) Reviewing initial Target and any subsequent Target selection.
(d) Recommending to the Vice President of Research at BIPI designation of a compound as an Active Compound.
(e) Reviewing and approving publications and other public disclosures related to the subject matter of the Research Program subject to the approval of the Vice President of Research at BIPI.
Research Steering Committee. The Research Steering Committee shall manage and direct the work under the Collaboration Research Plan and may modify the Collaboration Research Plan.
Research Steering Committee. The Research Program will be managed by a Research Steering Committee ("Committee"). AgrEvo and 3DP shall each designate three (3) employees, to be selected by their respective R&D management, to form this Committee. One of the AgrEvo members shall be designated as the chairperson. In the event of a tie vote, the chairperson shall cast the deciding vote, except with respect to the first right of refusal of 3DP to perform such optimization at 3DP as stipulated in Section 2.5. From time-to- time, the Research Steering Committee may designate additional qualified representatives of AgrEvo and 3DP to perform specific Committee-related tasks. The Research Steering Committee shall be responsible for:
(a) Reviewing and approving a research plan, and monitoring the progress of research; and
(b) Reviewing the research plan on a quarterly basis, and amending the research plan from time to time;
(c) Discussing general criteria for designating Active Compounds.
(d) Tracking the development and status of Active Compounds and Research Program Compounds.
(e) Adjusting the objectives and program priorities of the FTEs allocated to the Research Program on a quarterly and a project-by-project-basis; and
(f) Reviewing and approving publications and other like disclosures related to the subject matter of the Research Program.
Research Steering Committee. BMS and Pharmacopeia will establish a ---------------------------- Research Steering Committee ("RSC") to oversee, review and establish the direction of the Research Collaboration; and review, approve and modify Annual Research Plans; and provide advice regarding prosecution of patent applications within the Joint Inventions (as defined below). The responsibilities of the Research Steering Committee shall include: (i) monitoring and reporting research progress and ensuring open and frequent exchange between the parties regarding Research Collaboration activities; (ii) determining when Research Phase III has been completed and when Research Phase IV shall commence; and (iii) establishing criteria for the selection of Lead Compounds and Optimized Lead Compounds for each Target. The RSC shall prepare written minutes of each RSC meeting and a written record of all RSC decisions, whether made at an RSC meeting or otherwise.
Research Steering Committee. The Research Steering Committee shall be composed of at least two (2) representatives from each Party to oversee and guide the strategic direction of the collaboration with respect to the activities conducted under the Discovery and Characterization Study Plan and Feasibility Study Plan. The RSC shall act as a joint consultative body. The RSC in particular shall:
(a) generate reasonable Discovery Timelines;
(b) oversee and monitor all Discovery Activities under each Discovery and Characterization Study Plan;
(c) discuss, review, comment on, and propose research activities and budgets for Discovery Activities;
(d) review and discuss the status of each Target and data generated against the same pursuant to the activities contemplated by this Agreement;
(e) discuss, review, comment on, and prepare any proposed Plan Revisions;
(f) discuss the completeness of the Data Package(s);
(g) advise on GLP and non-GLP Studies required to file an IND for a given Product;
(h) discuss and advise on Feasibility Evaluation Activities as necessary;
(i) discuss and approve a transfer process and format for disclosure of certain ABSI Know-How and Collaboration IP to HSB;
(j) perform such other functions as appropriate to further the purposes of the Discovery and Characterization Study Plans and Feasibility Study Plans, as expressly set forth in this Agreement or allocated to it by the Parties’ written agreement;
(k) discuss and advise on a regulatory strategy, meetings with Regulatory Authorities, and pre-IND and early-stage clinical meetings; and
(l) discuss and advise on most effective path to early-stage clinical data from a phase 0 or phase 1 clinical trial.
Research Steering Committee. Promptly after the Effective Date, the parties will form a Research Steering Committee (“RSC”) composed of an equal number of representatives of each of Curis and P&G, but not to exceed four representatives of each party. The RSC shall meet at least four times per year during the Research Term or at such greater frequency as the RSC agrees. Such meetings may be conducted by videoconference, teleconference or in person at alternating sites (Mason, Ohio or Cambridge, Massachusetts or such other sites as are mutually agreed upon), as agreed by the parties, and the parties shall agree upon the time of meetings. At each meeting, one member of the RSC shall be selected to act as chairperson (with such chairperson being selected alternately by Curis and P&G on a meeting-by-meeting basis). A reasonable number of additional representatives of a party may attend meetings of the RSC in a non-voting capacity. The chairperson of each RSC meeting shall keep accurate minutes of such meeting, including all proposed decisions and all actions recommended or taken. Within 10 business days after the meeting, the chairperson shall prepare and deliver to all RSC members drafts of the minutes of such meeting for their review and comment. If an RSC member has comments or objections to any draft minutes, such person shall so notify all other RSC members thereof in writing within 10 business days after receipt of such draft minutes. Draft minutes shall be edited by the chairperson of the applicable meeting and shall be issued in final form only upon execution by at least one representative of each party on the RSC. Each party shall keep the RSC fully informed about the status of the Research Program. Except as otherwise agreed in writing by the parties, the RSC shall remain in place until the earliest of (a) the filing of the first IND for a Selected Compound or Product in the P&G Field, (b) the fourth anniversary of the Effective Date, and (c) expiration or termination of this Agreement.
