2. Research, Governance, and Reports
2.1 Each Party shall perform those activities assigned to it under the Research Plan and its obligations under this Agreement: i) using its reasonable best efforts; ii) in accordance with the terms of this Agreement; and iii) in material compliance with all applicable laws, rules, and regulations, including but not limited to those pertaining to animal research.
2.2 XX’s Project Leader for purposes of the Research Plan is ……. or his designee. …….. Each Party’s Project Leader and project staff shall devote their time and efforts in a sufficient manner to complete the Research Plan according to the terms of this Agreement.
2.3 For the Term of this Agreement the Parties shall establish a Steering Committee (“SC”) for the governance of the Research Plan.
2.4 For the Term of this Agreement, the Project Leaders (or designees referenced in the Research Plan) shall attend and participate in monthly project meetings (as established by the SC), and additional ad hoc meetings as necessary, via teleconference or in-person at a location to be mutually agreed upon. At such project meetings, each Party’s Project Leader (or designee referenced in the Research Plan) shall provide the other Parties’ Project Leaders (or designees referenced in the Research Plan) with updates and progress reports on the Research Plan activities. Each Party will be responsible for all travel and related costs for its representatives to attend project meetings. The funder shall participate in meetings of the SC on an ex officio basis and shall be represented by …….. or his designee.
2.5 The SC shall be responsible for overseeing the progress and implementation of the Research Plan in a manner consistent with the terms of this Agreement, including, but not limited to (i) making routine decisions about the direction of the research program and for advising on allocation of resources and (ii) recommending the modification of the Research Plan (which recommendation shall be adopted or not by the Parties in accordance with this Agreement). The SC may decide to establish subsidiary bodies, with functions and memberships they chose. Such subsidiary bodies may include a technical advisory group to provide supplemental scientific or technical advice to the SC that adds to such advice available to the SC from the Parties themselves.
2.6 The SC will be comprised of the Project Leaders from ………………….. The Foundation will be represented on the SC in an ex officio capacity and will not have a vote.
2.7 All decisions of the SC shall be made by unanimous agreement of the Parties, with each member of the SC having one (1) vote each. The Parties shall use their best efforts to resolve any differences brought to the attention of the SC. In the event the SC cannot reach unanimity with respect to any issues, such issues shall be referred for further review and resolution to a senior executive of the Parties identified by them for this purpose (including, for example the President/Chief Executive Officer, in the case of the Companies, or an academic dean, in the case of the Institutes). Such officers of each Party shall use reasonable efforts to decide such matter by mutual agreement within thirty (30) days after the matter is referred to them.
2.8 The SC shall meet as needed during the Term of this Agreement. The Parties shall meet via teleconference or in person at a location to be mutually agreed upon.
2.9 The initial chairperson of the SC shall be selected by the members of the SC having a vote on the SC. The role of the chairperson shall be to convene and preside at meetings of the SC and to ensure the preparation of the agenda and the minutes, but the chairperson shall have no additional powers or rights beyond those held by the other SC representatives. Each Party shall be responsible for all travel and related costs for its representatives to attend meetings of, and otherwise participate in, the SC.
3. Term and Termination
3.5 Any Project Leader will notify the other Parties promptly if at any time he/she is unable or unwilling to continue to be involved in the Project. Within thirty (30) days after the date of that notice, the Party employing the Project Leader will nominate a successor. The other Parties will not unreasonably refuse to accept the nominated successor, but if the successor is not acceptable to the other Parties on reasonable grounds and no other acceptable successor can be reasonably found, the other Parties may treat that Party as having withdrawn from this Agreement by giving not less than sixty (60) days’ written notice to that Party and all other Parties.
17. Dispute Resolution. If any dispute between or among two or more Parties relating to this Agreement or the performance of a Party under this Agreement cannot be resolved amicably by the Parties, the dispute should be referred to executive officers of the Parties designated by each Party for that purpose (for example the President/Chief Executive Officer, in the case of the Companies, or an academic dean, in the case of the Institutes). If a dispute cannot be resolved in this manner, the Parties shall have the right to litigate such disputes in a court of competent jurisdiction. This Agreement shall be interpreted in accordance with the laws of the State of New York. Any litigated disputes will be first filed in the competent courts of the State of New York, United States of America, unless another court or dispute resolution body is agreed to by the parties to the dispute. Notwithstanding anything to the contrary in this Section, in the event that a Party reasonably requires immediate relief, such Party may seek an injunction or other immediate equitable relief in a court of competent jurisdiction.