Common use of Research Project Proposals Clause in Contracts

Research Project Proposals. (i) Each party agrees that, prior to funding any ARA Research Project, it shall submit such research project to the R&D Committee for review. The respective parties may submit any proposed ARA Research Project to the R&D Committee through its R&D Leader. (The submitting party shall hereinafter be referred to as the “Proponent Party”.) The R&D Committee shall consider each proposed ARA Research Project in good faith in view of both parties’ commercial interests and the R&D Collaboration Goals. All proposed ARA Research Projects shall be put to a vote of the R&D Committee members pursuant to the voting procedures for the Committee that are described in Article 8 of this Agreement. In the event that certain R&D Committee members request that certain changes or amendments be made to the ARA Research Project as proposed by the Proponent Party, the Proponent Party shall in good faith consider and attempt to incorporate or address such requests. (ii) If the R&D Committee members unanimously approve a proposed ARA Research Project, the Proponent Party shall submit to the Committee for approval a detailed description of the proposed ARA Research Project and expected benefits, an estimate of the projected cost of the project, a proposal regarding the parties’ respective responsibilities in conducting the research, a list of potential subcontractors and consultants that may be used in connection with the project (including an estimate of the proposed scope of work and fees for each such subcontractor and consultant), a person of appropriate skill to serve as the leader of the approved ARA Research Project (the “Project Leader”) and any other information relevant to an evaluation of the proposed ARA Research Project (a “Project Plan”) with an indication that the R&D Committee has approved the ARA Research Project. Notwithstanding the approval of the R&D Committee, the Committee shall have final approval authority over the proposed ARA Research Project including but not limited to the budget for the ARA Research Project. (iii) If a proposed ARA Research Project is not unanimously approved by the R&D Committee, the Proponent Party shall have the option of submitting a Project Plan for such ARA Research Project to the Committee, with an indication that the R&D Committee did not approve the project. If a proposed ARA Research Project is not approved unanimously by the Committee, the Proponent Party shall have the option of resubmitting a Project Plan for such ARA Research Project to the Committee, with an indication that the Committee previously had rejected the project. The parties’ respective R&D Leaders shall then have an opportunity to present their respective views on the merits or drawbacks of the proposed project for consideration by the Committee as well as any proposed modifications to the Project Plan that would render the rejected plan acceptable. The Committee shall promptly (taking into account, if appropriate, the time sensitive nature of the proposed project) review each Project Plan submitted by the Proponent Party and shall determine unanimously whether to proceed with the proposed ARA Research Project, either as proposed or in a modified format, in view of both parties’ commercial interests and the R&D Collaboration Goals. (iv) Each party shall treat the Project Plan, and any information relating to discussions of a proposed ARA Research Project in connection with this Section 7.1(c), as Confidential Information in accordance with Section 10.2 hereto.

Research Project Proposals. (i) Each party agrees that, prior to funding any ARA Research Project, it shall submit such research project to the R&D Committee for review. The respective parties may submit any proposed ARA Research Project to the R&D Committee through its R&D Leader. (The submitting party shall hereinafter be referred to as the “Proponent Party”.) The R&D Committee shall consider each proposed ARA Research Project in good faith in view of both parties’ commercial interests and the R&D Collaboration Goals. All proposed ARA Research Projects shall be put to a vote of the R&D Committee members pursuant to the voting procedures for the Committee that are described in Article 8 of this Agreement. In the event that certain R&D Committee members request that certain changes or amendments be made to the ARA Research Project as proposed by the Proponent Party, the Proponent Party shall in good faith consider and attempt to incorporate or address such requests. . (ii) If the R&D Committee members unanimously approve a proposed ARA Research Project, the Proponent Party shall submit to the Committee for approval a detailed description of the proposed ARA Research Project and expected benefits, an estimate of the projected cost of the project, a proposal regarding the parties’ respective responsibilities in conducting the research, a list of potential subcontractors and consultants that may be used in connection with the project (including an estimate of the proposed scope of work and fees for each such subcontractor and consultant), a person of appropriate skill to serve as the leader of the approved ARA Research Project (the “Project Leader”) and any other information relevant to an evaluation of the proposed ARA Research Project (a “Project Plan”) with an indication that the R&D Committee has approved the ARA Research Project. Notwithstanding the approval of the R&D Committee, the Committee shall have final approval authority over the proposed ARA Research Project including but not limited to the budget for the ARA Research Project. (iii) If a proposed ARA Research Project is not unanimously approved by the R&D Committee, the Proponent Party shall have the option of submitting a Project Plan for such ARA Research Project to the Committee, with an indication that the R&D Committee did not approve the project. If a proposed ARA Research Project is not approved unanimously by the Committee, the Proponent Party shall have the option of resubmitting a Project Plan for such ARA Research Project to the Committee, with an indication that the Committee previously had rejected the project. The parties’ respective R&D Leaders shall then have an opportunity to present their respective views on the merits or drawbacks of the proposed project for consideration by the Committee as well as any proposed modifications to the Project Plan that would render the rejected plan acceptable. The Committee shall promptly (taking into account, if appropriate, the time sensitive nature of the proposed project) review each Project Plan submitted by the Proponent Party and shall determine unanimously whether to proceed with the proposed ARA Research Project, either as proposed or in a modified format, in view of both parties’ commercial interests and the R&D Collaboration Goals. (iv) Each party shall treat the Project Plan, and any information relating to discussions of a proposed ARA Research Project in connection with this Section 7.1(c), as Confidential Information in accordance with Section 10.2 hereto.