Common use of Joint Development Team Clause in Contracts

Joint Development Team. (a) Until the Opt-Out-Date for a Project, each Project shall be managed and directed by a committee initially composed of six (6) members (which may be adjusted by the JDT, as long as there is an even number of members), with MedImmune appointing one-half of the members and Infinity one-half of the members (the “JDT”). MedImmune and Infinity may also appoint such non-voting ex-officio members of the JDT as each Party may deem appropriate, provided that any such ex-officio member that is not an employee signs an appropriate confidentiality agreement. (b) The JDT shall meet at least once each calendar quarter in person or by telephone or by video conference. A quorum for the conduct of business at any meeting of the JDT shall consist of at least one representative of MedImmune and at least one Infinity representative. Each of Infinity and MedImmune, shall have one vote, and subject to Section 3.1(d) all decisions shall be reached by a unanimous vote. The Parties shall cause the JDT to review and vote on each submitted research and development plan. The JDT has the authority to approve Research and Development Plans. (c) The JDT shall review each approved Research and Development Plan at least once each year or at the request of any member, and shall decide whether or not to amend the Research and Development Plan, as the case may be. (d) If there is a tie vote in the JDT, or if the JDT is unable to resolve a dispute referred to the JDT, Infinity and MedImmune agree to exert all reasonable efforts to arrive at a mutually acceptable resolution, including a meeting between their CEO’s or a person designated by a CEO. In the event that there is a tie vote or dispute as to a Project that is not resolved by the respective CEOs or their designees within thirty (30) days after submission to the CEOs, then such shall be resolved by binding arbitration in accordance with Exhibit A. (e) The JDT shall be responsible for providing advice with respect to and generally supervising research and development pursuant to all Research and Development Plans and for deciding disputes between the Parties with respect to work to be performed under any Research and Development Plan. It is specifically understood, however, that the day-to-day management of the activities allocated to either Party under any Research and Development Plan shall be managed by such Party rather than the JDT. (f) The JDT shall keep accurate minutes of its deliberations which shall record all proposed decisions and all actions recommended or taken. The Parties shall alternate responsibility for the preparation of the draft minutes on an annual basis. Draft minutes shall be sent to all members of the JDT within fifteen (15) days after each meeting and shall be approved, if appropriate, or amended and approved as amended within thirty (30) days by a quorum of the JDT. All records of the JDT shall at all times be available to both Infinity and MedImmune. (g) With respect to a Project, the JDT shall cease to have voting authority as to all Products of a Project upon Regulatory Approval for the first Product of such Project. Thereafter, the JDT shall continue to exist as a sub-committee of the JCT, reporting to and advising the JCT with respect to development matters. If either Party becomes an Opt-Out Party with respect to a Project, the JDT with respect to such Project shall cease to exist. (h) The chairperson of the JDT shall have the following roles and responsibilities: (a) to call meetings of the JDT, send notice of each such meeting and designate the time, date and place of each such meeting; (b) to convene or poll the members of the JDT by other permitted means; (c) to establish the agenda for each meeting of the JDT, subject to the right of any member of the JDT to add additional agenda items at any meeting; (d) to prepare comments to the draft minutes prepared by the secretary of the JDT and communicate with the secretary to finalize the draft minutes prior to circulation to all members of the JDT; and (e) to execute, along with the secretary of the JDT, the final minutes of the meetings of the JDT. The chairperson shall alternate each calendar year between a member appointed by Infinity and a member appointed by MedImmune, with a member appointed by Infinity being the first chairperson for each JDT, and serving until the end of calendar year 2007. (i) Each Party shall provide the JDT with quarterly written reports regarding the status of the activities for the Project. (j) Each Party shall be responsible for all travel and related costs and expenses for its members, designees and non-JDT invitees to attend meetings of, and otherwise participate in, the JDT. (k) If a JDT member cannot attend a particular JDT meeting, such member may send a designate authorized to make decisions.

Joint Development Team. Cadence and the Partnership will jointly manage the activities undertaken pursuant to this Agreement through the Joint Development Team. (a) Until The JDT will consist of three representatives of each of Cadence and the Opt-Out-Date for a ProjectPartnership. One representative, each Project the JDT Manager, shall be managed and directed by a committee initially composed senior executive of six (6) members (which may be adjusted by the assigning party. The second member of the JDT, as long as there is an even number the JDT Technical Lead, shall be a person of members), with MedImmune appointing one-half technical background and responsibilities. The third member of the members and Infinity one-half of the members (the “JDT”). MedImmune and Infinity may also appoint such non-voting ex-officio members of , the JDT as each Finance Lead, shall be a person of finance background and responsibilities. Either Party may deem appropriate, provided that change its designees on the JDT at any such ex-officio member that is not an employee signs an appropriate confidentiality agreementtime and from time to time upon written notice to the other Party. (b) The JDT shall meet conduct regular meetings, to be conducted at least once quarterly, and more frequently, if reasonably requested by either JDT Manager. Each such meeting shall be convened after prior written notice has been provided to each calendar quarter member, unless otherwise agreed in person or writing by telephone or by video conferenceboth parties. A quorum Each such notice shall set out the agenda for the conduct of business at any meeting in sufficient detail to allow each party to prepare adequately therefore. Meetings of the JDT shall consist of at least one representative of MedImmune and at least one Infinity representative. Each of Infinity and MedImmunemay be held in person, shall have one voteby teleconference, and subject to Section 3.1(d) all decisions shall be reached or by a unanimous vote. The Parties shall cause the JDT to review and vote on each submitted research and development plan. The JDT has the authority to approve Research and Development Plansvideoconference. (c) The JDT shall review each approved Research and acts by consensus as to Methodology Technology Development Plan at least once each year and, accordingly, neither Party is obligated to perform or at the request of any member, and shall decide whether or not to amend the Research and Development Plan, as the case may be. (d) If there is a tie vote in the JDTaccept, or if pay for or incur costs, for any Project, task or other assignment, where not approved by the JDT or, in its stead, both the Cadence and the Partnership JDT Manager. In the event of a deadlock regarding any JDT decision-making, either party shall have the option to refer the deadlocked matter to the Sponsoring Executives for resolution. In addition, the JDT and the Sponsoring Executives will attempt to resolve any disputes between Cadence and Tality arising out of or in connection with this Agreement. Where the JDT is unable to resolve a disagreement or dispute, the matter will be submitted to the Sponsoring Executives, who shall then meet and fully discuss such dispute referred in an attempt to achieve its prompt resolution. (d) The JDT will execute the JDP by preparation, approval, funding, oversight and management of MTD Projects, inclusive of Deliverables, Statements Of Work, budgets, specifications, schedules and such other elements of performance as the JDT may determine. The JDT shall review the key resources each performing party intends to assign to Projects. The JDT shall oversee the preparation of a mutually satisfactory means to account for costs expended on Project and tasks, to monitor and report on cost/performance. The JDT shall have responsibility and authority to approve changes to a Statement of Work, specification or schedule, as may be requested by either Party. The parties may agree to a separate and distinct means to manage and coordinate Specialized Services, reporting to the JDT, Infinity and MedImmune agree to exert all reasonable efforts to arrive at a mutually acceptable resolution, including a meeting between their CEO’s or a person designated by a CEO. In the event that there is a tie vote or dispute as to a Project that is not resolved by the respective CEOs or their designees within thirty (30) days after submission to the CEOs, then such shall be resolved by binding arbitration in accordance with Exhibit A. (e) The JDT shall be responsible for providing advice with respect to and generally supervising research and development pursuant to all Research and Development Plans and for deciding disputes between the Parties with respect to work to be performed under any Research and Development Plan. It is specifically understood, however, that the day-to-day management of the activities allocated to either Party under any Research and Development Plan shall be managed by such Party rather than the JDT. (f) The JDT shall keep accurate minutes of its deliberations which shall record all proposed decisions and all actions recommended or taken. The Parties shall alternate responsibility for the preparation of the draft minutes on an annual basis. Draft minutes shall be sent to all members of the JDT within fifteen (15) days after each meeting and shall be approved, if appropriate, or amended and approved as amended within thirty (30) days by a quorum of the JDT. All records of the JDT shall at all times be available to both Infinity and MedImmune. (g) With respect to a Project, the JDT shall cease to have voting authority as to all Products of a Project upon Regulatory Approval for the first Product of such Project. Thereafter, the JDT shall continue to exist as a sub-committee of the JCT, reporting to and advising the JCT with respect to development matters. If either Party becomes an Opt-Out Party with respect to a Project, the JDT with respect to such Project shall cease to exist. (h) The chairperson of the JDT shall have the following roles and responsibilities: (a) to call meetings of the JDT, send notice of each such meeting and designate the time, date and place of each such meeting; (b) to convene or poll the members of the JDT by other permitted means; (c) to establish the agenda for each meeting of the JDT, subject to the right of any member of the JDT to add additional agenda items at any meeting; (d) to prepare comments to the draft minutes prepared by the secretary of the JDT and communicate with the secretary to finalize the draft minutes prior to circulation to all members of the JDT; and (e) to execute, along with the secretary of the JDT, the final minutes of the meetings of the JDT. The chairperson shall alternate each calendar year between a member appointed by Infinity and a member appointed by MedImmune, with a member appointed by Infinity being the first chairperson for each JDT, and serving until the end of calendar year 2007. (i) Each Party shall provide the JDT with quarterly written reports regarding the status of the activities for the Project. (j) Each Party shall be responsible for all travel and related costs and expenses for its members, designees and non-JDT invitees to attend meetings of, and otherwise participate in, the JDT. (k) If a JDT member cannot attend a particular JDT meeting, such member may send a designate authorized to make decisions.

Joint Development Team. (a) Until Cadence and the Opt-Out-Date for Partnership will jointly manage the activities undertaken pursuant to this Agreement through a Project, each Project shall be managed and directed by a committee initially composed of six (6) members (which may be adjusted by the JDT, as long as there is an even number of members), with MedImmune appointing one-half of the members and Infinity one-half of the members joint development team (the “"JOINT DEVELOPMENT TEAM" or "JDT”"). MedImmune and Infinity may also appoint such non-voting ex-officio members of the JDT as each Party may deem appropriate, provided that any such ex-officio member that is not an employee signs an appropriate confidentiality agreement. (b) The JDT will consist of three representatives of each of Cadence and the Partnership. One representative, the JDT Manager, shall meet at least once each calendar quarter in be a senior executive of the assigning party. The second member of the JDT, the JDT Technical Lead, shall be a person or by telephone or by video conferenceof technical background and responsibilities. A quorum for The third member of the conduct JDT, the JDT Finance Lead, shall be a person of business finance background and responsibilities. Either Party may change its designees on the JDT at any meeting of time and from time to time upon written notice to the JDT shall consist of at least one representative of MedImmune and at least one Infinity representative. Each of Infinity and MedImmune, shall have one vote, and subject to Section 3.1(d) all decisions shall be reached by a unanimous vote. The Parties shall cause the JDT to review and vote on each submitted research and development plan. The JDT has the authority to approve Research and Development Plansother Party. (c) The JDT shall review each approved Research and Development Plan conduct regular meetings, to be conducted at least once quarterly, and more frequently, if reasonably requested by either JDT Manager. Each such meeting shall be convened after prior written notice has been provided to each year or at the request of any member, and unless otherwise agreed in writing by both parties. Each such notice shall decide whether set out the agenda for the meeting in sufficient detail to allow each party to prepare adequately therefore. Meetings of the JDT may be held in person, by teleconference, or not to amend the Research and Development Plan, as the case may beby videoconference. (d) If there The JDT acts by consensus as to Methodology Technology Development and, accordingly, neither Party is a tie vote in the JDTobligated to perform or accept, or if pay for or incur costs, for any Project, task or other assignment, where not approved by the JDT or, in its stead, both the Cadence and the Partnership JDT Manager. In the event of a deadlock regarding any JDT decision-making, either party shall have the option to refer the deadlocked matter to the Sponsoring Executives for resolution. In addition, the JDT and the Sponsoring Executives will attempt to resolve any disputes between Cadence and Tality arising out of or in connection with this Agreement. Where the JDT is unable to resolve a dispute referred disagreement or dispute, the matter will be submitted to the JDTSponsoring Executives, Infinity who shall then meet and MedImmune agree fully discuss such dispute in an attempt to exert all reasonable efforts to arrive at a mutually acceptable achieve its prompt resolution, including a meeting between their CEO’s or a person designated by a CEO. In the event that there is a tie vote or dispute as to a Project that is not resolved by the respective CEOs or their designees within thirty (30) days after submission to the CEOs, then such shall be resolved by binding arbitration in accordance with Exhibit A.. (e) The JDT shall be responsible for providing advice with respect to will execute the JDP by preparation, approval, funding, oversight and generally supervising research and development pursuant to all Research and Development Plans and for deciding disputes between the Parties with respect to work to be performed under any Research and Development Plan. It is specifically understood, however, that the day-to-day management of MTD Projects, inclusive of Deliverables, Statements Of Work, budgets, specifications, schedules and such other elements of performance as the activities allocated JDT may determine. The JDT shall review the key resources each performing party intends to assign to Projects. The JDT shall oversee the preparation of a mutually satisfactory means to account for costs expended on Project and tasks, to monitor and report on cost/performance. The JDT shall have responsibility and authority to approve changes to a Statement of Work, specification or schedule, as may be requested by either Party under any Research Party. The parties may agree to a separate and Development Plan shall be managed by such Party rather than distinct means to manage and coordinate Specialized Services, reporting to the JDT. (f) The JDT shall keep accurate minutes of its deliberations which shall record all proposed decisions and all actions recommended or taken. The Parties shall alternate responsibility for the preparation of the draft minutes on an annual basis. Draft minutes shall be sent to all members of the JDT within fifteen (15) days after each meeting and shall be approved, if appropriate, or amended and approved as amended within thirty (30) days by a quorum of the JDT. All records of the JDT shall at all times be available to both Infinity and MedImmune. (g) With respect to a Project, the JDT shall cease to have voting authority as to all Products of a Project upon Regulatory Approval for the first Product of such Project. Thereafter, the JDT shall continue to exist as a sub-committee of the JCT, reporting to and advising the JCT with respect to development matters. If either Party becomes an Opt-Out Party with respect to a Project, the JDT with respect to such Project shall cease to exist. (h) The chairperson of the JDT shall have the following roles and responsibilities: (a) to call meetings of the JDT, send notice of each such meeting and designate the time, date and place of each such meeting; (b) to convene or poll the members of the JDT by other permitted means; (c) to establish the agenda for each meeting of the JDT, subject to the right of any member of the JDT to add additional agenda items at any meeting; (d) to prepare comments to the draft minutes prepared by the secretary of the JDT and communicate with the secretary to finalize the draft minutes prior to circulation to all members of the JDT; and (e) to execute, along with the secretary of the JDT, the final minutes of the meetings of the JDT. The chairperson shall alternate each calendar year between a member appointed by Infinity and a member appointed by MedImmune, with a member appointed by Infinity being the first chairperson for each JDT, and serving until the end of calendar year 2007. (i) Each Party shall provide the JDT with quarterly written reports regarding the status of the activities for the Project. (j) Each Party shall be responsible for all travel and related costs and expenses for its members, designees and non-JDT invitees to attend meetings of, and otherwise participate in, the JDT. (k) If a JDT member cannot attend a particular JDT meeting, such member may send a designate authorized to make decisions.