Common use of Program Steering Committee Clause in Contracts

Program Steering Committee. 4.1 The Parties hereby form a program steering committee (the “PSC”), consisting initially of [*] designated by Zealand, and [*] designated by Protagonist. 4.2 The PSC will consist at all times of an equal number of representatives of each Party. Each Party may at any time appoint different PSC representatives by written notice to the other Party. The chairperson shall be appointed by Zealand from amongst the PRC representatives. 4.3 Upon mutual consent of the Parties, the PSC may increase its membership and form sub committees as it deems appropriate. Such sub-committees may meet more frequently than the PSC itself. 4.4 The PSC shall meet in person or via telephone or other means of telecommunication at least two (2) times during each year. The chairperson of the PSC will be responsible for calling meetings and preparing and circulating an agenda in advance of each meeting, and for preparing, circulating and receiving comments on a draft minutes of each meeting, in each case applying the provisions of Section 3.2.4 mutatis mutandis. 4.5 During the Research Term the PSC shall be a forum for discussion of items not resolved by the JRC. 4.6 After the Research Term and for the Term of this Agreement, the PSC shall be a forum for the exchange of information between the Parties, and discussion and comment by Protagonist thereof, concerning the development, commercialization and/or partnering of Selected DRPs, Therapeutic Peptides and/or Products (including the coordination of the exchange and discussion of the Summary Plan between the Parties), and to: (i) provide consultation to the Parties concerning the protection of the Research IP; and (ii) provide consultation to the Parties regarding the exchange and appropriate publication of scientific data generated as a result of the activities conducted pursuant to the Research Plan or otherwise under this Agreement. In the event that Protagonist exercises the Co-Financing Option the PSC shall also be a forum for the timely exchange of information between the Parties, and discussion and comment by Protagonist thereof, concerning the development plans, including the planning and progress (including financial) thereof and results obtained therefrom, for the Products in relation to which the Co-Financing Option has been exercised (including timely information on proposed changes to such development plans, material events and changes to the expected cost- or time-breakdown for such development plans). Information shall be provided by each Party in the same detail as provided to such Party’s board of directors. [*] = 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 406 of the Securities Act of 1933, as amended. 4.7 The quorum for PSC meetings shall be two (2) members, provided there is at least one member from each of Protagonist and Zealand present. All decisions of the PSC (including on issues which have been referred from the JRC) shall be unanimous. In the event that, after good faith discussion, the PSC is unable to reach unanimous agreement on any issue, such issue shall be [*]. Nothing in this Section 4.7 shall entitle the PSC or either individual Party to amend the terms of this Agreement, or to modify the Research Plan in a manner which conflicts with the terms of this Agreement, or to modify the obligations imposed on any Party hereunder in any material respect without the consent of such Party.