Provision Language
4. Program Management
(a) A Joint Steering Committee (the JSC) shall be established within thirty (30) days after the Effective Date and shall be maintained throughout the term of this Agreement to provide oversight on the progress of the Discovery Program. The JSC shall consist of three (3)IAVI employees appointed by IAVI from time to time and three (3) Theraclone employees appointed by Theraclone from time to time, and shall be chaired by a member appointed by IAVI. It shall only act through the unanimous consent of its members, either at a meeting in which all members are in attendance or by a signed written consent in lieu of a meeting. Meetings of the JSC will be held quarterly. Meetings may be held by conference telephone call in which the members can hear the other members and be heard by them.
(b) The JSC shall appoint a Program Team of IAVI and Theraclone employees to collaborate on the isolation and characterization activities set forth in the Scope of Work and any patent filings with respect to the Discovery Program (the Program Team). The Program Team shall develop a detailed work plan and timetable for the isolation and characterization activities set forth in the Scope of Work. The Program Team will update the JSC at the JSC’s quarterly meetings on the progress of
15. Dispute Resolution
Prior to engaging in any formal dispute resolution with respect to any dispute, controversy or claim arising out of or in relation to this Agreement, or the breach, termination or invalidity hereof (each, a “Dispute”), the Chief Executive Officers of the Parties or their designees shall attempt over a period of not more than thirty (30) days to resolve such Dispute. In the case of Disputes that the Chief Executive Officers cannot resolve within such thirty (30) day period, such a Dispute shall be finally settled by binding arbitration in accordance with the arbitration rules of the American Arbitration Association (“AAA”) in force at that time. If the Parties cannot agree upon an arbitrator within ten (10) days after demand by either of them, either or both Parties may request the AAA to name a panel of five (5) arbitrators. IAVI shall then strike the names of two (2) on this list, and Theraclone shall then strike two (2) names, and the remaining name shall be the arbitrator. The place of the arbitration shall be in Seattle, Washington, if initiated by IAVI and in New York, New York if initiated by Theraclone. The arbitrator’s award rendered shall be final and binding upon the parties. Judgment upon the award may be entered in any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and/or an order of enforcement, as the case may be. The expense of the arbitrator shall be shared equally by the parties. In any action brought to enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to reasonable legal and attorneys’ fees as determined by the arbitrator or court in the same action.
Amendment 2
Attachment IV – NIH Standard Provisions
Theraclone shall comply with the standard NIH requirements specified in this Attachment. Throughout these provisions, Theraclone shall be defined as Subawardee.
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13. Standards of Conduct. Subawardee must establish safeguards reflected in written standards of conduct, consistent with State and local laws, to prevent employees, consultants, members of governing bodies, and others who may be involved in Project Activities from using their positions for purposes that are, or give the appearance of being, motivated by a desire for private financial gain for themselves or others, such as those with whom they have family, business, or other ties, which cover, at a minimum, expected conduct in regard to financial interests, gifts, gratuities and favors, nepotism, and such other areas as political participation and bribery. A copy of these general standards of conduct must be made available to each of its officers, each of its employees and consultants working on the Project Activities, each member of the governing board, if applicable, and, upon request, to IAVI and the NIH. The NIH website http://grants.nih.gov/grants/policy/nihgps_2003/NIHGPS_Part4.htm#_Toc54600064 provides additional information.
14. Financial Conflict of Interest. Subawardee must promote objectivity in research by establishing standards to ensure that the design, conduct and reporting of research funded under NIH-funded awards are not biased by a conflicting financial interest of an Investigator. Investigator is defined as the Principal Investigator and any other person who is responsible for the design, conduct, or reporting of NIH-funded research or proposed research, including the Investigator’s spouse and dependent children. Subawardee must have a written administrative process to identify and manage financial conflict of interest and must inform Investigators of this process, the Investigators’ responsibilities, as well as provide Investigator training on this process. Prior to expenditure of the funds awarded under this Agreement, the Subawardee must report to IAVI the existence of a conflicting interest and within 30 days of any new conflicting interests identified after the initial report. Subawardee must comply with these and all other aspects of 42 CFR Part 50, Subpart F. These requirements also apply to subgrantees, contractors, or collaborators engaged by the Awardee under this Agreement. The NIH website http://grants.nih.gov/grants/policy/coi/index.htm provides additional information. If Subawardee or any subgrantee, contractor, or collaborator engaged by the Subawardee under this Agreement does not have a Financial Conflict of Interest Policy in place that complies with 42 CFR Part 50, Subpart F, such Subawardee, subgrantee, contractor, or collaborator must follow IAVI’s Research Conflict of Interest Policy for Investigators Involved in PHS Funded Research.