Common use of SUBMISSION OF TERM SHEET TO STEERING COMMITTEE Clause in Contracts

SUBMISSION OF TERM SHEET TO STEERING COMMITTEE. If the Steering Committee is unable to agree on how to proceed with respect to a Secreted Protein Candidate (or any Products identified by either Party under the Development Program that utilize such Secreted Protein Candidate) pursuant to Section 6.2 within [***] of first considering such Secreted Protein Candidate (or its corresponding Product(s)), then within [***] of such DATE, each Party may, if it so chooses, present to the Steering Committee a proposed term sheet ( a "Proposed Term Sheet") that sets out terms and conditions under which such Party wishes to develop and commercialize such Secreted Protein Candidate (and/or any Products identified by either Party under the Development Program that utilize such Secreted Protein Candidate) which the submitting Party would like to pursue itself or with or through an Affiliate and/or Third Party. Any such Proposed Term Sheet submitted to the Steering Committee by a Party shall include commercially reasonable terms and conditions and shall provide for sufficient consideration to the other Party (the "non-Participating Party") for its contributions under this 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Agreement and for any licenses to any Project Intellectual Property and/or Project Patents that such Party may request from the non-Participating Party, including commercially reasonable royalties, development and marketing milestones and sublicensing revenue shares and objective performance obligations. The Steering Committee shall review and consider any Proposed Term Sheet submitted by a Party and shall use good faith efforts to approve one of the Party's Proposed Term Sheet (but shall have no obligation to do so). If the Steering Committee votes and approves a Party's Proposed Term Sheet, such Party is authorized to negotiate an agreement based upon such Proposed Term Sheet, the Party may proceed with such negotiations, but shall provide the Steering Committee with a copy of the Agreement prior to signing for final review and approval (such approval not to be unreasonably withheld or delayed). Subject to any confidentiality obligations to which a Party may be bound, such Party shall keep the Steering Committee updated with respect to such negotiations, if and as reasonably requested by the Steering Committee. If at any time during the Term, each Party agrees to submit a Proposed Term Sheet to the Steering Committee under this Section 6.3.1, and the Steering Committee rejects both, or does not approve either, Party's Proposed Term Sheets, then either Party may initiate the mediation procedure under Section 6.3.2 upon written notice to the other Party. If only one Party submits a Proposed Term Sheet to the Steering Committee, and the Steering Committee rejects such Party's Proposed Term Sheet, or neither Party submits a Proposed Term Sheet, then neither Party may initiate the mediation procedure under Section 6.3.2 or proceed or conduct any development or commercialization activities with respect to such Secreted Protein Candidate (or any Products that utilize such Secreted Protein Candidate) except as authorized by the Steering Committee or as mutually agreed by the Parties in writing; provided that if the Parties both agree at a later date to submit Proposed Term Sheets to the Steering Committee covering the development and/or commercialization of such Secreted Protein Candidate (or any Products that utilize such Secreted Protein Candidate) under this Section, then the Parties can at that time initiate the mediation procedure under Section 6.3.2 on written notice to the other Party if the Steering Committee rejects both, or does not approve either, Party's Proposed Term Sheets.

SUBMISSION OF TERM SHEET TO STEERING COMMITTEE. If the Steering Committee is unable to agree on how to proceed with respect to a Secreted Protein Candidate (or any Products identified by either Party under the Development Program that utilize such Secreted Protein Candidate) pursuant to Section 6.2 within [***] of first considering such Secreted Protein Candidate (or its corresponding Product(s)), then within [***] of such DATE, each Party may, if it so chooses, present to the Steering Committee a proposed term sheet ( (a "Proposed Term Sheet") that sets out terms and conditions under which such Party wishes to develop and commercialize such Secreted Protein Candidate (and/or any Products identified by either Party under the Development Program that utilize such Secreted Protein Candidate) which the submitting Party would like to pursue itself or with or through an Affiliate and/or Third Party. Any such Proposed Term Sheet submitted to the Steering Committee by a Party shall include commercially reasonable terms and conditions [***] and shall provide for sufficient consideration to the other Party (the "non-Participating Party") for its contributions under this 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Agreement and for any licenses to any Project Intellectual Property and/or Project Patents that such Party may request from the non-Participating Party, including commercially reasonable royalties, development and marketing milestones and sublicensing revenue shares and objective performance obligations[***]. The Steering Committee shall review and consider any Proposed Term Sheet submitted by a Party and shall use good faith efforts to approve one of the Party's Proposed Term Sheet (but shall have no obligation to do so)[***]. If the Steering Committee votes and approves a Party's Proposed Term Sheet, such Party is authorized to negotiate an agreement based upon such Proposed Term Sheet, the Party may proceed with such negotiations, but shall provide the Steering Committee with a copy of the Agreement prior to signing for final review and approval (such approval not to be unreasonably withheld or delayed). Subject to any confidentiality obligations to which a Party may be bound, such Party shall keep the Steering Committee updated with respect to such negotiations, if and as reasonably requested by the Steering Committee. If at any time during the Term, each Party agrees to submit a Proposed 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Sheet to the Steering Committee under this Section 6.3.1, and the Steering Committee rejects both, or does not approve either, Party's Proposed Term Sheets, then either Party may initiate the mediation procedure under Section 6.3.2 [***] upon written notice to the other Party. If only one Party submits a Proposed Term Sheet to the Steering Committee, and the Steering Committee rejects such Party's Proposed Term Sheet, or neither Party submits a Proposed Term Sheet, then neither Party may initiate the mediation procedure under Section 6.3.2 or proceed or conduct any development or commercialization activities with respect to such Secreted Protein Candidate (or any Products that utilize such Secreted Protein Candidate) [***] except as authorized by the Steering Committee or as mutually agreed by the Parties in writing; provided that if the Parties both agree at a later date to submit Proposed Term Sheets to the Steering Committee covering the development and/or commercialization of such Secreted Protein Candidate (or any Products that utilize such Secreted Protein Candidate) under this Section, then the Parties can at that time initiate the mediation procedure under Section 6.3.2 [***] on written notice to the other Party if the Steering Committee rejects both, or does not approve either, Party's Proposed Term Sheets.

SUBMISSION OF TERM SHEET TO STEERING COMMITTEE. If the Steering Committee is unable to agree on how to proceed with respect to a Secreted Protein Candidate (or any Products identified by either Party under the Development Program that utilize such Secreted Protein Candidate) pursuant to Section 6.2 within [***] of first considering such Secreted Protein Candidate (or its corresponding Product(s)), then within [***] of such DATEdate, each Party may, if it so chooses, present to the Steering Committee a proposed term sheet ( a "“Proposed Term Sheet"”) that sets out terms and conditions under which such Party wishes to develop and commercialize such Secreted Protein Candidate (and/or any Products identified by either Party under the Development Program that utilize such Secreted Protein Candidate) which the submitting Party would like to pursue itself or with or through an Affiliate and/or Third Party. Any such Proposed Term Sheet submitted to the Steering Committee by a Party shall include commercially reasonable terms and conditions and shall provide for sufficient consideration to the other Party (the "“non-Participating Party"”) for its contributions under this 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 24b-2 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Agreement and for any licenses to any Project Intellectual Property and/or Project Patents that such Party may request from the non-Participating Party, including commercially reasonable royalties, development and marketing milestones and sublicensing revenue shares and objective performance obligations. The Steering Committee shall review and consider any Proposed Term Sheet submitted by a Party and shall use good faith efforts to approve one of the Party's ’s Proposed Term Sheet (but shall have no obligation to do so). If the Steering Committee votes and approves a Party's ’s Proposed Term Sheet, such Party is authorized to negotiate an agreement based upon such Proposed Term Sheet, the Party may proceed with such negotiations, but shall provide the Steering Committee with a copy of the Agreement prior to signing for final review and approval (such approval not to be unreasonably withheld or delayed). Subject to any confidentiality obligations to which a Party may be bound, such Party shall keep the Steering Committee updated with respect to such negotiations, if and as reasonably requested by the Steering Committee. If at any time during the Term, each Party agrees to submit a Proposed Term Sheet to the Steering Committee under this Section 6.3.1, and the Steering Committee rejects both, or does not approve either, Party's ’s Proposed Term Sheets, then either Party may initiate the mediation procedure under Section 6.3.2 upon written notice to the other Party. If only one Party submits a Proposed Term Sheet to the Steering Committee, and the Steering Committee rejects such Party's ’s Proposed Term Sheet, or neither Party submits a Proposed Term Sheet, then neither Party may initiate the mediation procedure under Section 6.3.2 or proceed or conduct any development or commercialization activities with respect to such Secreted Protein Candidate (or any Products that utilize such Secreted Protein Candidate) except as authorized by the Steering Committee or as mutually agreed by the Parties in writing; provided that providedthat if the Parties both agree at a later date to submit Proposed Term Sheets to the Steering Committee covering the development and/or commercialization of such Secreted Protein Candidate (or any Products that utilize such Secreted Protein Candidate) under this Section, then the Parties can at that time initiate the mediation procedure under Section 6.3.2 on written notice to the other Party if the Steering Committee rejects both, or does not approve either, Party's ’s Proposed Term Sheets.

SUBMISSION OF TERM SHEET TO STEERING COMMITTEE. If the Steering Committee is unable to agree on how to proceed with respect to a Secreted Protein Candidate (or any Products identified by either Party under the Development Program that utilize such Secreted Protein Candidate) pursuant to Section 6.2 within [***[ * ] of first considering such Secreted Protein Candidate (or its corresponding Product(s)), then within [***[ * ] of such DATEdate, each Party may, if it so chooses, present to the Steering Committee a proposed term sheet ( a "“Proposed Term Sheet"”) that sets out terms and conditions under which such Party wishes to develop and commercialize such Secreted Protein Candidate (and/or any Products identified by either Party under the Development Program that utilize such Secreted Protein Candidate) which the submitting Party would like to pursue itself or with or through an Affiliate and/or Third Party. Any such Proposed Term Sheet submitted to the Steering Committee by a Party shall include commercially reasonable terms and conditions [ * ] and shall provide for sufficient consideration to the other Party (the "non-Participating Party") for its contributions under this 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Agreement and for any licenses to any Project Intellectual Property and/or Project Patents that such Party may request from the non-Participating Party, including commercially reasonable royalties, development and marketing milestones and sublicensing revenue shares and objective performance obligations[ * ]. The Steering Committee shall review and consider any Proposed Term Sheet submitted by a Party and shall use good faith efforts to approve one of the Party's Proposed Term Sheet (but shall have no obligation to do so)[ * ]. If the Steering Committee votes and approves a Party's ’s Proposed Term Sheet, such Party is authorized to negotiate an agreement based upon such Proposed Term Sheet, the Party may proceed with such negotiations, but shall provide the Steering Committee with a copy of the Agreement prior to signing for final review and approval (such approval not to be unreasonably withheld or delayed). Subject to any confidentiality obligations to which a Party may be bound, such Party shall keep the Steering Committee updated with respect to such negotiations, if and as reasonably requested by the Steering Committee. If at any time during the Term, each Party agrees to submit a Proposed Term Sheet to the Steering Committee under this Section 6.3.1, and the Steering Committee rejects both, or does not approve either, Party's ’s Proposed Term Sheets, then either Party may initiate the mediation procedure under Section 6.3.2 [ * ] upon written notice to * Confidential portions of this document have been redacted and have been filed separately with the other Party. If only one Party submits a Proposed Term Sheet to the Steering Committee, and the Steering Committee rejects such Party's Proposed Term Sheet, or neither Party submits a Proposed Term Sheet, then neither Party may initiate the mediation procedure under Section 6.3.2 or proceed or conduct any development or commercialization activities with respect to such Secreted Protein Candidate (or any Products that utilize such Secreted Protein Candidate) except as authorized by the Steering Committee or as mutually agreed by the Parties in writing; provided that if the Parties both agree at a later date to submit Proposed Term Sheets to the Steering Committee covering the development and/or commercialization of such Secreted Protein Candidate (or any Products that utilize such Secreted Protein Candidate) under this Section, then the Parties can at that time initiate the mediation procedure under Section 6.3.2 on written notice to the other Party if the Steering Committee rejects both, or does not approve either, Party's Proposed Term SheetsCommission.