Common use of Subcommittees Clause in Contracts

Subcommittees. The Parties or the AJSC shall have the right to create such subcommittees of the AJSC as they or it may deem appropriate or necessary (such as a finance subcommittee, or other appropriate subcommittees). Each such subcommittee shall report to the AJSC, which shall have authority to approve or reject recommendations or actions proposed thereby, subject to the terms of this Agreement. Each Party shall bear its own expenses relating to attendance at any meetings of such subcommittees by its representatives. Each such subcommittee shall have a chairperson, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. whose responsibilities shall include conducting meetings, including ensuring that objectives for each meeting are set and achieved. For each subcommittee created pursuant to this Section 9.1.7 (Subcommittees), each Party shall designate a secretary, who may be such Party’s Alliance Manager, to prepare draft minutes of each meeting, which shall provide a description in reasonable detail of the discussions held at the meeting and a list of any actions, decisions or determinations approved by such committee. Beginning with the Genzyme secretary, the responsibility for preparing the minutes shall alternate between the secretaries on a meeting-by-meeting basis after each meeting of such subcommittee. Within [***] after each meeting, the drafting secretary shall provide the draft minutes to the other secretary for review and comment. The drafting secretary shall reasonably consider all comments from the other secretary that are provided within [***]. The drafting secretary shall prepare and submit revised minutes for approval within [***] after receipt of such comments or upon the expiration of such [***] comment period.

Subcommittees. The Parties Steering Committee may, by resolution, designate from among the Members one or the AJSC shall have the right to create such subcommittees more subcommittees, each of the AJSC as they or it may deem appropriate or necessary (such as a finance subcommittee, or other appropriate subcommittees). Each such subcommittee shall report to the AJSC, which shall have authority to approve be comprised of two or reject recommendations or actions proposed therebymore Members, and that, subject to the limitations set forth in the next sentence, shall have and may exercise any authority of the Steering Committee as the Steering Committee may delegate to it in the resolution forming such subcommittee. The Steering Committee shall not, and shall not have the power or authority to, designate or authorize any subcommittee with all of the powers and authority of the Steering Committee, or with the authority of the Steering Committee in reference to: (A) final approval of the initial Reward Amount or the amount of any adjustment thereto, (B) any proposed increase (or other adjustment) to the amounts specified to be held in the Liability Reserve or the Operating Reserve as set forth in Section 4.3(e), (C) final approval of payment of any invoice for Administrative Expenses (provided that the Steering Committee may create one or more subcommittees with the responsibility and authority to review, reject, negotiate, pre-approve and submit to the Steering Committee for final approval any or all such invoices (each, an “Invoice Subcommittee”)), (D) altering or repealing any resolution of the Steering Committee that by its terms provides that it shall not be so amendable or repealable, or (E) final approval of this Agreementany Implementers. Each Party shall bear its own expenses relating The Steering Committee may dissolve any subcommittee or remove any member (or non-voting participant) of a subcommittee through a Steering Committee vote conducted pursuant to attendance the provisions of Section 3.3(i) below at any meetings time. The Parties anticipate that, in addition to an Invoice Subcommittee, potential subcommittees may include (but not be limited to) subcommittees to address dealer training, marketing and outreach, and financial forecasting. The Steering Committee and any subcommittee thereof, and their respective Members, may consult with and seek and rely upon information and advice from employees and representatives of any Participating EDUs, Implementers, Advisory Committee members, Governmental Authorities, legal counsel, independent accountants and other Persons as to matters which they believe to be within such subcommittees by its representativesPerson’s professional or expert competence. Each such subcommittee shall have a chairperson, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. whose responsibilities shall include conducting meetings, including ensuring that objectives for each meeting are set and achieved. For each subcommittee created pursuant to this Section 9.1.7 (Subcommittees), each Party The Steering Committee shall designate a secretary, who may be such Party’s Alliance Manager, to prepare draft minutes of chair and secretary for each meeting, which shall provide a description subcommittee. The chair (or in reasonable detail the absence of the discussions held at chair, the meeting secretary) shall preside over all meetings of the subcommittee, and a list the secretary (or, in the absence of any actions, decisions or determinations approved by such committee. Beginning with the Genzyme secretary, the responsibility for preparing chair or any person appointed by the chair) shall take and maintain the minutes of the proceedings of the meetings of the subcommittee. All minutes of subcommittee meetings shall alternate between be made available to all Steering Committee Members. If any member of the secretaries on Advisory Committee is invited to a subcommittee meeting or a Steering Committee meeting-by-meeting basis after each meeting , then the portion(s) of the minutes of such subcommittee. Within [***] after each meeting, meeting during which such member of the drafting secretary Advisory Committee was present shall provide also be made available to all members of the draft minutes to the other secretary for review and comment. The drafting secretary shall reasonably consider all comments from the other secretary that are provided within [***]. The drafting secretary shall prepare and submit revised minutes for approval within [***] after receipt of such comments or upon the expiration of such [***] comment periodAdvisory Committee.

Subcommittees. The Promptly after the establishment of the JSC, the JSC shall establish the following subcommittees (each, a “Subcommittee”): (a) a preclinical, clinical and regulatory Subcommittee to coordinate and make all day-to-day decisions necessary to implement any preclinical or clinical studies and regulatory activities set forth in each Development Plan; (b) a chemistry, manufacturing, and controls (CMC) Subcommittee to coordinate and make all day-to-day decisions necessary to implement any manufacturing-related activities set forth in each Development Plan; (c) a commercialization Subcommittee to (i) propose business/ commercialization strategies and priorities with respect to the Collaboration Products for the review and approval of the JSC and (ii) coordinate and resolve any issue arising from the performance of each Development Plan that may impact such business/commercialization strategy for any Collaboration Product; (d) an intellectual property Subcommittee to develop and implement the intellectual property strategy with respect to Collaboration Technology and coordinate the prosecution and maintenance of patents and patent applications claiming any jointly owned Collaboration Technology; and (e) a Subcommittee to oversee and coordinate the transfer of various technologies as contemplated herein, whether between the Parties or to a Third Party. Each Subcommittee shall consist of equal number of representatives of each Party and shall meet with such frequency as the AJSC JSC determines is appropriate. Each Subcommittee shall have the right to create such subcommittees be responsible for day-to-day implementation and operations of the AJSC as they activities under this Agreement for which it has or it may deem appropriate or necessary (is otherwise assigned responsibility, provided that such as a finance subcommittee, or other appropriate subcommittees). Each such subcommittee shall report to implementation is not inconsistent with the AJSC, which shall have authority to approve or reject recommendations or actions proposed thereby, subject to the express terms of this Agreement, the applicable Development Plan or the decisions of the JSC. Each Party Subcommittee shall bear its own expenses relating to attendance at any meetings of such subcommittees operate by its representatives. Each such subcommittee shall have a chairpersonunanimous vote in all decisions, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. whose responsibilities shall include conducting meetings, including ensuring that objectives for each meeting are set and achieved. For each subcommittee created pursuant to this Section 9.1.7 (Subcommittees), with each Party having one (1) vote and with at least one (1) representative from each Party participating in such vote. If, with respect to a matter that is subject to a Subcommittee’s decision-making authority, the Subcommittee cannot reach unanimity, the matter shall designate a secretary, who may be such Party’s referred to the Alliance Manager, who shall submit such matter to prepare draft minutes of each meeting, which shall provide a description the JSC for resolution in reasonable detail accordance with Section 2.5. The various Subcommittees may have overlapping membership and the Parties will attempt to time meetings of the discussions held at JSC and the meeting various Subcommittees to maximize productivity of the members and a list of any actions, decisions or determinations approved by such committee. Beginning with the Genzyme secretary, the responsibility for preparing the minutes shall alternate between the secretaries on a meeting-by-meeting basis after each meeting of such subcommittee. Within [***] after each meeting, the drafting secretary shall provide the draft minutes to the other secretary for review and comment. The drafting secretary shall reasonably consider all comments from the other secretary that are provided within [***]. The drafting secretary shall prepare and submit revised minutes for approval within [***] after receipt of such comments or upon the expiration of such [***] comment periodminimize costs associated therewith.

Subcommittees. The Parties or From time to time, the AJSC shall have the right to create such subcommittees JSC may establish and delegate duties, including any responsibilities of the AJSC as they JSC set forth in Section 4.1.5 (Specific Responsibilities of the JSC), to operational subcommittees (each, a “Subcommittee”) on an “as-needed” basis to oversee particular projects or it activities, which delegations will be reflected in the minutes of the meetings of the JSC. Such Subcommittees may deem appropriate or necessary (such as be established on an ad hoc basis for purposes of a finance subcommitteespecific project, for the life of a Licensed Product, or on such other appropriate subcommittees)basis as the JSC may determine, and will be constituted and will operate as the JSC may determine; provided that each Subcommittee will have equal representation from each Party and decision making will be by consensus, with each Party’s representatives on the applicable Subcommittee collectively having one vote on all matters brought before the Subcommittee. Each such subcommittee shall report to the AJSC, which shall have authority to approve or reject recommendations or actions proposed thereby, Subcommittee and its activities will be subject to the terms of this Agreement. Each Party shall bear its own expenses relating to attendance at any meetings of such subcommittees direction, review, and approval of, and, unless otherwise determined by its representatives. Each such subcommittee shall have a chairpersonthe JSC, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933will report to, AS AMENDED. whose responsibilities shall include conducting meetings, including ensuring that objectives for each meeting are set and achievedthe JSC. For each subcommittee created pursuant Subcommittee, Ionis will designate one of its Subcommittee members to this Section 9.1.7 (Subcommittees)serve as the chairperson of such Subcommittee. The chairperson or his or her designee, each Party shall designate a secretaryin collaboration with the Alliance Managers, who may will be such Party’s Alliance Managerresponsible for calling meetings, to prepare draft minutes preparing and circulating an agenda in advance of each meeting, which shall provide a description in reasonable detail and preparing and issuing minutes of the discussions held at the meeting and a list of any actions, decisions or determinations approved by such committee. Beginning with the Genzyme secretary, the responsibility for preparing the minutes shall alternate between the secretaries on a meeting-by-meeting basis after each meeting of such subcommittee. Within [***] after each meeting, the drafting secretary shall provide the draft minutes to the other secretary for review and comment. The drafting secretary shall reasonably consider all comments from the other secretary that are provided within [***]. The drafting secretary shall prepare and submit revised minutes for approval within [***] after receipt thereafter. Such minutes will not be finalized until all Subcommittee members have had an adequate opportunity to review and confirm the accuracy of such comments minutes. Each Party may replace its representatives on each such Subcommittee at any time upon written notice to the other Party. The Alliance Manager of each Party (or upon his or her designee) will attend each meeting of each Subcommittee as a non-voting participant. Each Subcommittee and its activities will be subject to the expiration oversight of, and will report to, the JSC. Any disagreement between the representatives of such [***] comment periodthe Parties on a Subcommittee will be referred to the JSC for resolution in accordance with Section 4.6 (Decision-Making).

Subcommittees. The Parties or JSC may, from time to time, establish subcommittees as it deems necessary to further the AJSC shall have purposes of this Agreement, including, if Sutro exercises its Cost Share Option, (i) a joint development subcommittee and joint commercialization subcommittee to oversee, respectively, the right to create such subcommittees conduct of the AJSC as they Development and Commercialization activities for the Cost Share Products in the United States, (ii) a joint manufacturing committee to coordinate matters related to the Manufacture of Licensed Compounds and Licensed Products, (iii) a joint finance committee to coordinate matters related to reporting Development Costs, Commercialization Costs, Other Expenses and Cost Share Product Revenues or it may deem appropriate or necessary (such as iv) a finance subcommittee, or other appropriate subcommittees)joint co-promotion subcommittee to coordinate the co-Promotion of any CoPro Product. Each such subcommittee shall report consist of the same number of representatives designated by each Party, which number shall be mutually agreed by the Parties. Each subcommittee may change its size from time to time on mutual agreement of the Parties; provided, that the subcommittee shall consist at all times of an equal number of representatives of each Party. Each Party may replace any of its subcommittee representatives with a qualified employee of such Party at any time upon written notice to the AJSCother Party. The subcommittee may invite non-members to participate in the discussions and meetings of the subcommittee; provided, which that such participants shall have no voting authority at the JSC and shall be bound by the confidentiality obligations no less stringent than those provided in this Agreement. Each subcommittee will be led by a chairperson where the Parties will alternate in appointing the chairperson, the first chairperson will be appointed by [*]and each chairperson will remain in place [*]. The role of the chairperson shall be to approve convene and preside at meetings of such subcommittee. The chairperson shall have no additional powers or reject recommendations or actions proposed therebyrights beyond those held by the other subcommittee representatives. Each Party’s representatives on the subcommittee, subject to and any replacement for any such representative, shall be bound by confidentiality and non-use and invention assignment obligations consistent with the terms of this Agreement. Each Party shall bear its own expenses relating to attendance at any meetings of such subcommittees by its representatives. Each such subcommittee shall have a chairperson, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. whose responsibilities shall include conducting meetings, including ensuring that objectives for each meeting are set and achieved. For each subcommittee created pursuant to this Section 9.1.7 (Subcommittees), each Party shall designate a secretary, who may be such Party’s Alliance Manager, to prepare draft minutes of each meeting, which shall provide a description in reasonable detail of the discussions held at the meeting and a list of any actions, decisions or determinations approved by such committee. Beginning with the Genzyme secretary, the responsibility for preparing the minutes shall alternate between the secretaries on a meeting-by-meeting basis after each meeting of such subcommittee. Within [***] after each meeting, the drafting secretary shall provide the draft minutes to the other secretary for review and comment. The drafting secretary shall reasonably consider all comments from the other secretary that are provided within [***]. The drafting secretary shall prepare and submit revised minutes for approval within [***] after receipt of such comments or upon the expiration of such [***] comment period.

Subcommittees. The Parties or the AJSC shall have the right to create JSC may by unanimous decision (with each Party’s representatives together having a single vote) establish and disband such subcommittees (“Subcommittees”) as deemed necessary by the JSC including based on the then current stage of the AJSC as they or it may deem appropriate or necessary (such as a finance subcommittee, or other appropriate subcommittees)Development and Commercialization. Each such subcommittee Subcommittee shall report to consist of the AJSCsame number of representatives designated by each Party, which number shall have authority to approve or reject recommendations or actions proposed thereby, subject to be mutually agreed by the terms of this AgreementParties. Each Party shall bear be free to change its own expenses relating representatives or increase or decrease the number of its representatives on notice to attendance the other or to send a substitute representative to any Subcommittee meeting; provided that each Party shall ensure that, at all times during the existence of any meetings Subcommittee, its representatives on such Subcommittee are appropriate in terms of expertise and seniority for the then-current stage of Development and Commercialization of the Licensed Product in the Field and have the authority to bind such subcommittees by its representativesParty with respect to matters within the purview of the relevant Subcommittee. Each such subcommittee Party’s representatives and any substitute for a representative shall be bound by the obligations of confidentiality set forth in ARTICLE XIII. Except as expressly provided in this Agreement, no Subcommittee shall have a chairpersonthe authority to bind the Parties hereunder and each Subcommittee shall report to, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH and any decisions shall be made by, the JSC. The initial Subcommittees will be the Joint Research Committee (“JRC”), the Joint Development Committee for Program 1 (“Program 1 JDC”), the Joint Development Committee for the [**] Co-Development Product (“[***]] JDC”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. whose responsibilities shall include conducting meetings, including ensuring that objectives for each meeting are set and achieved. For each subcommittee created pursuant to this Section 9.1.7 (Subcommittees), each Party shall designate a secretary, who may be such Party’s Alliance Manager, to prepare draft minutes of each meeting, which shall provide a description in reasonable detail of the discussions held at the meeting and a list of any actions, decisions or determinations approved by such committee. Beginning with the Genzyme secretaryJoint Development Committee for an Additional Co-Development Product (“Additional JDC”), the responsibility Joint Commercialization Committee for preparing the minutes shall alternate between Program 1 Product (“Program 1 JCC”), the secretaries on a meeting-by-meeting basis after each meeting of such subcommittee. Within Joint Commercialization Committee for the [***] after each meeting, the drafting secretary shall provide the draft minutes to the other secretary for review and comment. The drafting secretary shall reasonably consider all comments from the other secretary that are provided within Co-Detailing Product (“[***]] JCC”), the Joint Manufacturing Committee (“JMC”), the Joint Intellectual Property Committee (“JIPC”) and the Joint Finance Committee (“JFC”). The drafting secretary shall prepare and submit revised minutes for approval within JSC may [***] after receipt = Portions of such comments or upon this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the expiration of such [***] comment periodCommission.

Subcommittees. The Parties or the AJSC shall have the right to create JSC may by unanimous decision (with each Party’s representatives together having a single vote) establish and disband such subcommittees (“Subcommittees”) as deemed necessary by the JSC including based on the then current stage of the AJSC as they or it may deem appropriate or necessary (such as a finance subcommittee, or other appropriate subcommittees)Development and Commercialization. Each such subcommittee Subcommittee shall report to consist of the AJSCsame number of representatives designated by each Party, which number shall have authority to approve or reject recommendations or actions proposed thereby, subject to be mutually agreed by the terms of this AgreementParties. Each Party shall bear be free to change its own expenses relating representatives or increase or decrease the number of its representatives on notice to attendance the other or to send a substitute representative to any Subcommittee meeting; provided that each Party shall ensure that, at all times during the existence of any meetings Subcommittee, its representatives on such Subcommittee are appropriate in [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. terms of expertise and seniority for the then-current stage of Development and Commercialization of the Licensed Product in the Field and have the authority to bind such subcommittees by its representativesParty with respect to matters within the purview of the relevant Subcommittee. Each such subcommittee Party’s representatives and any substitute for a representative shall be bound by the obligations of confidentiality set forth in ARTICLE XIII. Except as expressly provided in this Agreement, no Subcommittee shall have a chairpersonthe authority to bind the Parties hereunder and each Subcommittee shall report to, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH and any decisions shall be made by, the JSC. The initial Subcommittees will be the Joint Research Committee (“JRC”), the Joint Development Committee for Program 1 (“Program 1 JDC”), the Joint Development Committee for the [**] Co-Development Product (“[***]] JDC”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. whose responsibilities shall include conducting meetings, including ensuring that objectives for each meeting are set and achieved. For each subcommittee created pursuant to this Section 9.1.7 (Subcommittees), each Party shall designate a secretary, who may be such Party’s Alliance Manager, to prepare draft minutes of each meeting, which shall provide a description in reasonable detail of the discussions held at the meeting and a list of any actions, decisions or determinations approved by such committee. Beginning with the Genzyme secretaryJoint Development Committee for an Additional Co-Development Product (“Additional JDC”), the responsibility Joint Commercialization Committee for preparing the minutes shall alternate between Program 1 Product (“Program 1 JCC”), the secretaries on a meeting-by-meeting basis after each meeting of such subcommittee. Within Joint Commercialization Committee for the [***] after each meeting, the drafting secretary shall provide the draft minutes to the other secretary for review and comment. The drafting secretary shall reasonably consider all comments from the other secretary that are provided within Co-Detailing Product (“[***]] JCC”), the Joint Manufacturing Committee (“JMC”), the Joint Intellectual Property Committee (“JIPC”) and the Joint Finance Committee (“JFC”). The drafting secretary shall prepare and submit revised minutes for approval within [***] after receipt JSC may by unanimous decision (with each Party’s representatives together having a single vote) modify the structure of such comments the JRC to create project-specific or upon the expiration of such [***] comment periodmulti-project specific JRCs as necessary.

Subcommittees. (a) The Parties Regional Transmission Committee shall have such subcommittees and ad hoc task forces as from time to time it shall deem appropriate. Each subcommittee shall have an equal number of Representatives of Transmission Owning Members and Transmission Using Members, who shall be elected by the Transmission Owning and Transmission Using Member Representatives on the Regional Transmission Committee respectively, each using its best efforts to select subcommittee members that are representative of the range of interests likely to be affected by the subcommittee. Any person designated by a Transmission Owning or a Transmission Using Member who has technical expertise and significant experience relating to electric transmission matters shall be eligible to serve on any subcommittee of the Regional Transmission Committee; provided, however, that a subcommittee of the Regional Transmission Committee may not have two or more Representatives designated by the same Member or by Affiliated Members. (b) The Regional Transmission Committee shall establish the size, duties and responsibilities of its subcommittees, consistent with the requirements set forth herein. Except as specified in the last sentence of Section 13.3.1, actions or decisions by a subcommittee of the Regional Transmission Committee shall require the affirmative votes of two-thirds of the Representatives of the Transmission Owning Members present and voting and two-thirds of the Representatives of the Transmission Using Members present and voting, each Representative having one vote. A quorum of two-thirds of the Representatives to the subcommittee shall be necessary for the subcommittee to conduct business. Upon the written demand of any Member, a subcommittee shall vote on any matter ready for decision at its next meeting, provided that the Chair of the subcommittee received such demand thirty or more days prior to such meeting. A failure to act by reason of the voting or quorum requirements specified herein shall constitute an action or decision of the subcommittee for purposes of review by the Regional Transmission Committee or the AJSC shall have the right to create such subcommittees dispute resolution procedures specified herein. (c) Any action or decision of any subcommittee of the AJSC Regional Transmission Committee shall at the request of any Member or Regulatory Participant be subject to review and modification by the Regional Transmission Committee. Any request for such review or modification must be delivered to the Secretary of the Regional Transmission Committee not later than the fourteenth day after the delivery of the minutes of the subcommittee meeting at which the decision, determination or other action was taken. The Regional Transmission Committee shall act on any request to review or modify any action or decision of any of its subcommittees at its next meeting if such request was received by the Secretary of the Committee thirty or more days prior to such meeting; provided, however, that the Regional Transmission Committee may establish a subcommittee for the purpose of making recommendations to the Regional Transmission Committee on requests for review or modification of subcommittee actions or decisions, and may establish such procedures relating to such subcommittee as they it shall deem appropriate. A failure to act on a request for review or it may deem appropriate modification by reason of the voting or necessary quorum requirements set forth in Section 8.8.3 shall be deemed interim approval of the decision, determination or action of the subcommittee for purposes of implementation of the decision and the applicable dispute resolution procedures specified herein. (such d) Without limiting the authority of the Regional Transmission Committee as set forth in subparagraphs (a) and (b) of this Section, the initial subcommittees to be established by the Regional Transmission Committee, and the initial responsibilities of those subcommittees, shall be as described in Exhibit D of this Restated Agreement. The Regional Transmission Committee shall update and revise Exhibit D as appropriate. 8.8.7 Dispute Resolution (a) A decision or other action, or failure to decide or act, of a finance subcommitteesubcommittee of the Regional Transmission Committee shall be subject to review, modification, or other appropriate subcommittees). Each action only by the Regional Transmission Committee, in accordance with the appeal procedures set forth in Section 8.8.6; provided, however, that assertions as to any final decision or other action, or failure to act or decide, of a subcommittee of the Regional Transmission Committee on the following matters shall be resolved in accordance with the dispute resolution provisions of Article 11 if the Member or Regulatory Participant making such subcommittee shall report an assertion does not elect to take an appeal to the AJSCRegional Transmission Committee: i. Assertions that a transmission tariff, which shall have authority schedule, or plan or any portion of the foregoing is unduly discriminatory as applied to approve the Member, or reject recommendations imposes undue or actions proposed therebyunreasonable costs or other burdens on the Member, subject or is otherwise contrary to the terms of this Restated Agreement or applicable requirements of state or federal law; or ii. Assertions as to compliance or lack of compliance by the Member or another Member with a transmission tariff, schedule or plan. (b) Actions or decisions by the Regional Transmission Committee as to all matters over which it has responsibility under this Restated Agreement shall be subject to review, modification or other action only by the Regional Transmission Committee; provided, however, that assertions by any Member or Regulatory Participant that any final action or decision, or failure to act or decide, of the Regional Transmission Committee (i) is based on an error of fact, (ii) is inconsistent with any term, standard, purpose or objective of this Restated Agreement, or (iii) is inconsistent with applicable regulatory requirements or other applicable legal standards, shall be resolved in accordance with the dispute resolution provisions of Article 11. Each Party (c) Assertions that any Member has not provided transmission service in accordance with the provisions of this Restated Agreement, including any rate, tariff, minimum requirement for transmission service, or obligation to construct transmission facilities established hereunder, shall bear its own expenses be decided in the first instance by the Regional Transmission Committee subcommittee assigned responsibility for resolving such assertions, and shall thereafter be resolved in accordance with the dispute resolution provisions of Article 11. (d) Disputes as to the billing and collection of payments for transmission service shall be resolved in accordance with the dispute resolution provisions of Article 11. 8.8.8 Responsibilities - The duties of the Regional Transmission Committee include but are not limited to the following: (a) Consistent with the provisions of this Restated Agreement, establish the rates, terms and conditions for transmission service for coordination transactions under Service Schedule F - Transmission Service for Coordination Transactions; (b) Consistent with minimum standards for transmission tariffs established by FERC and applicable regulatory approvals, establish and from time to time modify as appropriate consistent terms, conditions and rate methodologies for the provision of flexible point-to-point and network service throughout the MAPP Region, and review and approve or xxxxblish such other rates, terms and conditions for transmission service as are consistent with this Restated Agreement and necessary or appropriate to ensure that transmission service is available to all Members on a comparable basis in the MAPP Region; (c) Establish standards, policxxx, procedures and requirements as appropriate to implement this Article 8; (d) Assure conformity of the standards, policies, procedures and requirements implementing this Article 8 with applicable standards and requirements established by the MAPP Reliability Council and the Regional Reliability Committee; (e) Implement and modify as appropriate MAPP procedures for transmission line lxxxxng relief, including generation redispatch, and other appropriate procedures for curtailments of transmission service ("MAPP Line Loading Relief Procedures"), xxx establish and implement provisions for compensation for transmission losses, as may be appropriate to ensure the safe, reliable, and not unduly discriminatory operation of transmission facilities in the MAPP Region; (f) Establish standards, policxxx, procedures and requirements as appropriate to deal equitably with uncompensated adverse effects on any Member resulting from unscheduled power flows, loop flows, or other consequences of any long-term use of transmission facilities within the MAPP Region; (g) In addition to the tariff xxxcified in Service Schedule F - Transmission Service for Coordination Transactions, endeavor to establish, and if possible establish, tariffs for the MAPP Region or subregions thereof for txxxxmission service, such tariffs to be utilized as applicable by the Members in place of the transmission tariffs of individual Members implemented pursuant to Section 8.3 of this Restated Agreement; (h) In cases of disagreement among the affected Members, determine whether two or more Members should provide transmission services pursuant to a joint tariff, instead of individual tariffs implemented pursuant to Section 8.3.1 of this Restated Agreement, such determination to be based on applicable comparability and other standards for transmission service and the integrated nature of such Members' transmission facilities; provided, however, that engaging in coordinated transmission planning shall not of itself require the provision of transmission service pursuant to a joint tariff; (i) Develop and implement an appropriate electronic information network for the posting of such information relating to attendance at any meetings the availability and provision of such subcommittees by its representatives. Each such subcommittee shall have a chairperson, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. whose responsibilities shall include conducting meetings, including ensuring that objectives for each meeting are set and achieved. For each subcommittee created pursuant to this Section 9.1.7 (Subcommittees), each Party shall designate a secretary, who transmission service within the MAPP Region as may be such Party’s Alliance Managerappropriate; (j) Resolve disputes as to compliance with the requirements of this Article 8 or the application or interpretation of standards, policies, procedures and requirements implemented by the Regional Transmission Committee; (k) Establish and revise procedures and practices to prepare draft minutes of each meeting, which shall provide a description in reasonable detail coordinate the operation of the discussions held at MAPP transmission system and its develoxxxxt and operation with adjoining systems, pools and regional transmission groups; (l) Develop the meeting biennial Plan required by Section 8.6.4; (m) Collect and a list of any actions, decisions or determinations approved by such committee. Beginning with the Genzyme secretary, the responsibility for preparing the minutes shall alternate between the secretaries on a meeting-by-meeting basis after each meeting of such subcommittee. Within [***] after each meeting, the drafting secretary shall provide the draft minutes analyze operating data pertinent to the other secretary interconnected operation of the systems of the Members and arrange for review conducting such transmission network studies as may be necessary in the performance of its duties hereunder; (n) Develop procedures to compensate Members for reactive power and comment. The drafting secretary shall reasonably consider all comments from voltage control services which support coordination transactions; (o) With the other secretary that are provided within [***]. The drafting secretary shall prepare assistance of the Contractor, develop a budget for submission to the Executive Committee; and submit revised minutes for approval within [***] after receipt of (p) Carry out such comments tasks as may be appropriately assigned to the Regional Transmission Committee by the Management or upon the expiration of such [***] comment periodExecutive Committees.