COORDINATION AND FACILITATION OF COMMUNICATIONS. In order to promote optimum coordination and facilitation of communications, Cerus and ▇▇▇▇▇▇ agree to the placement of a Cerus employee (the "Cerus Employee") at ▇▇▇▇▇▇'▇ facility where the Projects are managed, on a full-time basis, or such lesser amount of time as Cerus makes such person available. ▇▇▇▇▇▇ shall provide suitable office space for the Cerus Employee. ▇▇▇▇▇▇ shall inform the Cerus Employee of meetings (including teleconferenced meetings) relating to the Cooperative Development Work under this Agreement and the Platelet Agreement (together with any evaluation or development work relating to New Technologies, other than any New Technologies that the Management Board elects not to pursue, the "Pathogen Inactivation Programs") and shall permit the Cerus Employee to attend such meetings and otherwise to participate on a day-to-day basis in all issues concerning the Pathogen Inactivation Programs; PROVIDED, HOWEVER, that the Cerus Employee shall not be permitted to attend meetings of ▇▇▇▇▇▇'▇ board of directors or senior management team or meetings that are subject to ▇▇▇▇▇▇ attorney-client privilege. The parties do not intend for the Cerus Employee to have access to any ▇▇▇▇▇▇ proprietary information (other than information relating to the Pathogen Inactivation Programs), and the Cerus Employee shall be required to sign a Non-Employee Security Agreement in the form of Exhibit J attached to this Agreement at or prior to the time such person arrives at ▇▇▇▇▇▇'▇ facility. Cerus shall exercise complete and exclusive control over the Cerus Employee's conduct and performance and will pay and/or withhold all wages, employee benefits, worker's compensation insurance and all applicable federal, state and local taxes arising out of such employment. Cerus shall ensure that, while present on ▇▇▇▇▇▇'▇ property, the Cerus [ *** ] = 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. Employee shall conform to all ▇▇▇▇▇▇ rules and regulations regarding the conduct of visitors. Cerus shall, at its sole expense, maintain insurance policies customary with those maintained for Cerus' other employees, which policies shall cover Cerus and the Cerus Employee under this Agreement, throughout the term of this Agreement. Any family relocation and lodging expenses incurred by Cerus for the Cerus Employee will not be subject to cost sharing hereunder.
Appears in 1 contract
Sources: Development, Manufacturing and Marketing Agreement (Cerus Corp)
COORDINATION AND FACILITATION OF COMMUNICATIONS. In order to promote optimum coordination and facilitation of communications, Cerus and Baxt▇▇ ▇▇▇▇▇▇ agree ee to the placement of a Cerus employee (the "Cerus Employee") at ▇▇▇▇Baxt▇▇'▇ facility ▇▇▇ility where the Projects are managed, on a full-time basis, or such lesser amount of time as Cerus makes such person available. Baxt▇▇ ▇▇▇▇▇▇ shall ll provide suitable office space for the Cerus Employee. Baxt▇▇ ▇▇▇▇▇▇ shall ll inform the Cerus Employee of meetings (including teleconferenced meetings) relating to the Cooperative Development Work under this Agreement and the Platelet Agreement (together with any evaluation or development work relating to New Technologies, other than any New Technologies that the Management Board elects not to pursue, the "Pathogen Inactivation Programs") and shall permit the Cerus Employee to attend such meetings and otherwise to participate on a day-to-day basis in all issues concerning the Pathogen Inactivation Programs; PROVIDEDprovided, HOWEVERhowever, that the Cerus Employee shall not be permitted to attend meetings of ▇▇▇▇Baxt▇▇'▇ board ▇▇▇rd of directors or senior management team or meetings that are subject to Baxt▇▇ ▇▇▇▇▇▇ attorneyorney-client privilege. The parties do not intend for the Cerus Employee to have access to any Baxt▇▇ ▇▇▇▇▇▇ proprietary prietary information (other than information relating to the Pathogen Inactivation Programs), and the Cerus Employee shall be required to sign a Non-Employee Security Agreement in the form of Exhibit J attached to this Agreement at or prior to the time such person arrives at ▇▇▇▇Baxt▇▇'▇ facility▇▇▇ility. Cerus shall exercise complete and exclusive control over the Cerus Employee's conduct and performance and will pay and/or withhold all wages, employee benefits, worker's compensation insurance and all applicable federal, state and local taxes arising out of such employment. Cerus shall ensure that, while present on ▇▇▇▇▇▇'▇ property, the Cerus [ *** ] = 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. Employee shall conform to all ▇▇▇▇▇▇ rules and regulations regarding the conduct of visitors. Cerus shall, at its sole expense, maintain insurance policies customary with those maintained for Cerus' other employees, which policies shall cover Cerus and the Cerus Employee under this Agreement, throughout the term of this Agreement. Any family relocation and lodging expenses incurred by Cerus for the Cerus Employee will not be subject to cost sharing hereunder.
Appears in 1 contract
Sources: Development, Manufacturing and Marketing Agreement (Cerus Corp)