Common use of Composition of the Joint Research Committee Clause in Contracts

Composition of the Joint Research Committee. The Research Program shall be conducted under the direction of a joint research committee (the “Committee”) comprised of two (2) representatives of MSD (who shall be employees of MSD or its Affiliate, as applicable) and two (2) representatives of Company (who shall be employees of Company or its Affiliate, as applicable). Each Party may change its representatives to the Committee from time to time in its sole discretion, effective upon notice to the other Party of such change. These representatives shall have appropriate technical credentials, experience and knowledge, and ongoing familiarity with the Research Program. Additional representative(s) or consultant(s) may, from time to time by mutual consent of the Parties, be invited to attend Committee meetings, subject to such representative’s or consultant’s written agreement to comply with the requirements of Section 4.1. The Committee shall be chaired by a representative of MSD. Decisions of the Committee shall be made unanimously by the representatives, with each Party having one (1) vote. In the event that the Committee cannot or does not, after reasonable good faith efforts, reach agreement on an issue, the resolution and/or course of conduct shall be determined by MSD (except for the matter set forth in Section 9.7.11, which shall be governed by the procedures set forth therein), in its sole discretion.

Composition of the Joint Research Committee. The Initial Research Program shall be conducted under the direction of a joint research committee (the “Committee”) comprised of two three (23) named representatives of MSD MERCK and three (who shall be employees of MSD or its Affiliate, as applicable3) and two (2) named representatives of Company (who shall be employees of Company or its Affiliate, as applicable)RENOVIS. Each Party may change shall appoint its respective representatives to the Committee from time to time Committee, and may substitute one or more of its representatives, in its sole discretion, effective upon notice to the other Party of such change. These representatives shall have appropriate technical credentials, experience and knowledge, and ongoing familiarity with the Initial Research Program. Additional representative(s) representatives or consultant(s) may, consultants may from time to time time, by mutual consent of the Parties, be invited to attend Committee meetings, subject to such representative’s or and consultant’s written agreement to comply with the requirements of Section 4.1. The Committee shall be chaired by a representative of MSDMERCK. Decisions of the Committee shall be made unanimously by the representatives, with each Party having one (1) votemembers. In the event that the Committee cannot or does not, after reasonable good good-faith efforts, reach agreement on an issue, the resolution and/or course of conduct shall first be determined by MSD (except for the matter set forth in Section 9.7.11Chief Executive Officer of RENOVIS and a Vice President of MERCK; if they are unable to reach agreement, which then resolution shall be governed made by the procedures set forth therein)a MERCK Executive Vice President, in its his/her sole discretion. Each Party shall bear its own expenses related to the attendance of such meetings by its representatives.