Common use of JSC Clause in Contracts

JSC. 2.1 As soon as practicable following the Effective Date, the Parties shall establish a joint steering committee (“JSC”) to provide a forum for the coordination, communication and oversight of the Parties’ activities under this Agreement. Except as otherwise provided herein, the JSC shall have the authority to: (a) the extent that the same is not set out in Schedule 2, oversee the conduct of the Programme by the ICR; (b) monitor progress against any agreed milestones and the timetable of the Programme; (c) the extent that the same is not set out in Schedule 2, allocate the work under the Programme; (d) promote the due performance of the Programme; (e) advise and assist in the resolution of any scientific or technical difficulties which are experienced in the performance of the Programme, including assessment of the Programme for purposes of Section 19.2(g); (f) review the results of the Programme with a view to identifying any patentable inventions; (g) consider opportunities for publications and patent filing; (h) discuss the patent strategy for Programme Patents; (i) serve as the initial forum to discuss and seek to resolve any issue or dispute arising between the Parties under the Agreement; (j) review periodic reports, prepared by the ICR in accordance with the schedule agreed between the Parties (in the first instance, Quarterly), summarising in reasonable detail the results of the Programme during such period, and send copies of such reports to the Parties; (k) subject to Clause 3.7, review, discuss and propose amendments to Schedule 2 from time to time as may be necessary or desirable to give effect to this Agreement; (l) receive updates from the Company from time to time regarding the research activities undertaken by Ridgeline, or any other Third Party, on behalf of the Company and contributing to, related to, adding to the delivery of and/or in support of the Programme, or associated with the subject-matter of the Programme, except to the extent CRT and/or the ICR notifies the Company that it has a conflict with respect to any particular Ridgeline or other Third Party activity. (m) review and approve the ICR’s proposed screens of any Compound Library in connection with the ICR Internal Research, proposed progression routes, and evaluate the output of such screening and subsequent hit validation and deconvolution studies; (n) review and approve the Lead Series Criteria for each project conducted pursuant to the ICR Internal Research, in line with the guideline criteria set forth in Schedule 3, as adapted for such project; (o) review and approve the Pre-Clinical Candidate Criteria for each project conducted pursuant to the ICR Internal Research; (p) review and approve each Pre-Clinical Candidate nominated by the ICR, taking into account the Pre-Clinical Candidate Criteria applicable to such nominated candidate; (q) receive updates from the Company from time to time regarding any research activities undertaken by or on behalf of Company in support of the Programme; (r) receive and discuss summary reports from the Company regarding the research, development and commercialization of all Products at least once every [***], including a summary in reasonable detail of the progress of development of each Product against the respective development plan and the progress of any applications for Regulatory Authorisation; and (s) perform any obligations that are expressly delegated to it under this Agreement; Parts (a), (b), (c), (d), (e), (f), (j) (k) and (I) shall apply for the duration of the Services Term only. 2.2 The JSC shall be established and run by the Parties as follows: (a) The JSC shall comprise of [***] appointed by of the Company, [***] appointed by the ICR, and [***] appointed by CRT (collectively, the “Members”). The initial members of the JSC shall be as follows: COMPANY MEMBER CRT/ICR MEMBER [***] [***] [***] [***] [***] [***] [***] [***] (b) The Parties, through the JSC, may change the number of Members. Each Party shall be entitled to remove any Member appointed by it and to appoint any person to fill a vacancy arising from the removal or retirement of such Member. The Parties shall give each other, prior written notice of any proposed changes in the identity of their Members. (c) The Parties shall use reasonable endeavours to ensure that their appointed Members are of a level of expertise and seniority to make decisions arising within the scope of the JSC’s responsibilities. (d) The JSC shall meet as soon as practicable after the Effective Date and thereafter shall hold regular meetings for the duration of the Service Term [***] and thereafter [***], unless otherwise agreed to by the Parties, and at any time upon the reasonable request of a Party, in each case at dates and times to be mutually agreed: (e) The JSC shall meet in person, by teleconference or by video-teleconference, as agreed by the JSC. During the Services Term, in-person meetings shall be at the ICR unless otherwise agreed by the Parties. Each Party shall solely bear all travel and subsistence costs incurred by such Party’s Members in connection with their attending each the meeting of the JSC. (f) At least [***] written notice of each proposed meeting of the JSC shall be given to each Member, by the Company. (g) The quorum for meetings of JSC shall be at least one (1) Member appointed by of each of the Company, CRT and the ICR. Members may be represented at any meeting by another Member designated in writing by the absent Member. Each Party may invite a reasonable number of non-member, non-voting representatives of such Party, who are subject to written confidentiality obligations commensurate in scope to the provisions of Clause 17, to attend meetings of the JSC. (h) CRT and the ICR shall initially appoint from the Members a chairman to chair meetings, who shall be [***]. In the event [***] resigns as the chairman or is no longer affiliated with CRT ▇▇▇ the ICR, then the ICR shall appoint an ICR employee as replacement chairman, and shall be entitled to remove any chairman appointed by it and to appoint any person to fill a vacancy arising from the removal or retirement of such chairman, in each case, subject to the consent of the Company, not to be unreasonably withheld. The chairman shall have no casting vote, except as expressly provided in Clause 2.2(i). (i) The JSC shall have only the powers expressly assigned to it in Clause 2.1, and shall have no power to amend, modify, or waive compliance with this Agreement. Decisions of the JSC shall be made by unanimous agreement of the Members present, with the Company’s appointed Members collectively having one (1) vote, and CRT’s- and ICR’s appointed Members collectively having one (1) vote. No vote of the JSC may be taken unless at least one (1) of each Party’s representatives is present for the vote. If the JSC cannot reach consensus with regard to any matter within its decision-making authority within [***] after such matter has been brought to the JSC’s attention, then [***]. (j) The chairman, or the chairman’s delegate, shall be responsible for: (a) preparing JSC meeting agendas reasonably in advance of JSC meetings, which JSC meeting agendas will include all agenda items reasonably requested by any Member for inclusion therein; (b) sending invitations and a JSC meeting agenda along with appropriate information for such agenda to all members of the JSC at least [***] before the next scheduled meeting of the JSC; (c) preparing and circulating minutes within [***] after each meeting of the JSC setting forth, among other things, a description, in reasonable detail, of the discussions at the meeting and a list of any actions, decisions, or determinations approved by the JSC. Such minutes shall be effective only after being approved by all Members. Definitive minutes of all JSC meetings shall be finalized no later than [***] after the meeting to which the minutes pertain. The minutes of each meeting of the JSC shall be retained in a suitable minute book, which shall be kept by the Company and be available at all reasonable times on Business Days for inspection by the Parties and the Members. (k) The JSC will be disbanded upon expiration or termination of this Agreement.