Common use of Program Council Clause in Contracts

Program Council. 2.2 During the period of tills Agreement, CTRC shall provide to SANOFI a written progress report on its work under the Research Program in the preceding three (3) month period within twenty (20) working days after the conclusion of such period. 2.3 CTRC and SANOFI shall each designate two (2) representatives to a council to plan and oversee all scientific and technical matters relating to the Research Program (the (( Program Council))). The Program Council will approve budgets and priorities for the work to be conducted under this Agreement, in accordance with the allocation formula set forth in Article III. The representatives will elect a chairperson who will schedule at least two (2) meetings per year, prepare meeting agendas and issue minutes for each meeting. The Parties will use good faith efforts to reach a consensus on decisions affecting the Research Program budget and project priorities. However failing to reach a consensus, it is understood that CTRC shall have a tie breaking vote for any budget decision up to an amount of [**] dollars and that SANOFI shall have a tie breaking vote for any budget decision over [**] dollars. The Program Council representatives will deal in good faith at all times in attempting to reach Agreement. 2.4 Upon reasonable notice to CTRC, SANOFI's representative(s) shall have the fight to visit, at reasonable intervals, CTRC's research sites and observe CTRC's activities under the Research Program. 2.5 Upon or prior to the execution of this Agreement CTRC will submit to SANOFI a proposed Research Program including a written list of all current and proposed research projects within the Field of Use being conducted by CTRC, which proposal shall contain the approximate funding requirements for each research project to be considered by SANOFI for funding in calendar year 1996, said list being attached under Exhibit A. SANOFI will select the projects it wishes to fired according to the provisions in Article M and so notify CTRC in writing prior to November 15, 1995. Projects selected by SANOFI, including SANOFI Projects, shall constitute the Research Program for 1996. Parties should proceed according to the same terms in 1996 in order to set forth funding in calendar year 1997. 2.6 Any Acquisition Costs in excess of [**] ($[**]) dollars shall be discussed and approved with the Program Council prior to being incurred or paid by CTRC. During the term of this Agreement and at SANOFI's request, CTRC agrees to the extent that it is authorized to do so, to review with SANOFI on a confidential basis New Research Projects (as defined below) in the Field of Use which are not encumbered by other Parties and which are not included in the Research Program. In the event SANOFI wishes to fund any of the New Research Projects or to license, or obtain an Option Right to license CTRC's proprietary rights to such projects, CTRC agrees to enter into good faith negotiations with SANOFI to effect such an agreement. 2.7 Current and proposed Research Projects submitted by CTRC to SANOFI for its review every year shall come with a brief research plan (5-6 pages) outlining the goals/objectives, costs, potential funding sources (both SANOFI requested and external grants), milestones, timelines, and status of intellectual property. 2.8 CTRC agrees to give SANOFI a first right of review of afl new research projects (New Research Project) in the Field of Use to which CTRC has the legal right to develop, make, have made, sell or have sold and which were not mentioned in the Research Program. The New Research Projects will be introduced at Program Council meetings. SANOFI has a maximum of ninety (90) days to review such research project and make the following decisions: 7 8 a) SANOFI does not fund said New Research Project; in which event this New Research Project is unencumbered and CTRC has right to find additional source of funding; however it is understood that CTRC will inform SANOFI of any firm offer from third parties and will provide SANOFI with an additional thirty (30) days to reconsider its decision to fund this New Research Project.