|ARRAY BIOPHARMA INC filed this Form 10-K on 08/11/2017|
[ * ] = 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 24b-2 of the Securities Exchange Act of 1934, as amended.
For clarity: (x) in the event of a Committee Dispute with respect to a proposed action that, pursuant to Section 3.5(a), has been referred to the Experts for a determination in accordance with Section 17.2, the Party proposing to take the action that is the subject of such dispute shall not proceed with such action unless and until the dispute has been resolved and JDRC has determined to authorize such action (either by agreement or decision of the Experts pursuant to Section 17.2); and (y) neither Party shall have the right to cast a deciding vote: (1) to excuse itself from any of its obligations specifically enumerated under this Agreement; or (2) to amend, modify or update to the Joint Development Plan. The resolution of the Experts with respect to a matter referred to the Experts for a determination pursuant to this Section 3.5 (b) shall be deemed a resolution of the JDRC thereafter and, subject to the terms and conditions of this Agreement, such decision shall be binding on the Parties.
3.6 Working Groups. Upon mutual agreement, the Parties may establish other committees or working groups (each, a “Working Group”) as they deem appropriate. These Working Groups shall report to the JDRC or JCC depending on the subject matter of such Working Group’s oversight. Each Working Group shall have equal number of representatives from each Party. Working Group may be established on an ad hoc basis for purposes of a specific project. In no event shall the authority of a Working Group exceed that of the JDRC or JCC.
3.7 Liaisons. Within thirty (30) days following the Effective Date, each Party shall appoint a representative (“Liaison”) to facilitate communications between the Parties (including, coordinating the exchange of Data and know-how of each Party as required under this Agreement) and to act as a liaison between the Parties with respect to such other matters as the Parties may mutually agree in order to maximize the efficiency of the collaboration. Each Party may replace its Liaison with an alternative representative at any time with prior written notice to the other Party. Each Party’s Liaisons shall be entitled to attend all Committee meetings. Each Liaison may bring any matter to the attention of the Committees where such Liaison reasonably believes that such matter requires attention of the Committees. Each Liaison shall be responsible with creating and maintaining a collaborative work environment within and among the Committees.
3.8 Scope of Governance. Notwithstanding the creation of the JDRC or JCC, each Party shall retain the rights, powers and discretion granted to it hereunder, and no Committee shall be delegated or vested with rights, powers or discretion unless such delegation or vesting is expressly provided herein, or the Parties expressly so agree in writing. No Committee shall have the power to amend or modify this Agreement and shall only have such powers as are specifically delegated to it hereunder. No decision of any Committee shall be in contravention of any terms and conditions of this Agreement. The Liaisons shall not have any rights, powers or discretion except as expressly granted to the Liaisons hereunder and in no event shall the Liaisons have any power to modify or amend this Agreement. It is understood and agreed that issues to be formally decided by the JDRC or JCC, as applicable, are only those specific issues that are expressly provided in this Agreement to be decided by the JDRC or