Collaboration Agreement
Category: Joint Venture
Research & Development.
1. Four Year R&D Plan. Without limiting Section III(B)(1), as promptly as practicable after the A&R Agreement Effective Date, and in any case no later than December 31, 2004, the parties will use their reasonable best efforts to develop and agree to a rolling four-year research and development plan and budget, updated annually (the “Four Year R&D Plan”) for global annual research and development spending. The initial Four Year R&D Plan will cover the period from January 1, 2005 through December 31, 2008. The initial Four Year R&D Plan will consist of those life cycle management programs set forth on Schedule III(G)(1) (the “Current Programs”) and life cycle management programs foreseen at the time of the development of such Four Year R&D Plan (the “Future Programs” and, together with the Current Programs, the “Life Cycle Programs”). All Current Programs will remain funded as set forth on Schedule III(G)(1).
2. Modifications. Except as set forth in Section XVIII or in this Section III(G)(2), neither party shall terminate any ongoing Life Cycle Program or amend any Four Year R&D Plan, in each case that is approved in connection with the budget and forecast process described in Section III(B)(1), without the consent of the other party. Notwithstanding the foregoing, if either party in good faith believes that a significant safety concern relating to a Life Cycle Program exists and the other party does not consent to a termination of such Life Cycle Program in connection therewith, then the parties will within five (5) Business Days agree upon and appoint a non-Affiliate third party that is familiar with medical safety issues in the pharmaceutical industry (an “Industry Expert”) or, if the parties cannot so agree on one Industry Expert, each party will designate its own Industry Expert and such Industry Experts will jointly appoint a third Industry Expert within five (5) Business Days. The Industry Expert appointed pursuant to the preceding sentence will resolve the dispute within five (5) Business Days of their appointment.
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Collaboration Agreement