Common use of Responsibilities and Authority Clause in Contracts

Responsibilities and Authority. The JSC’s overall responsibility shall be to encourage and facilitate information sharing and ongoing cooperation and coordination between the parties in the development, registration and commercialization of Product in the Field in the Equillium Territory and the Biocon Territory, subject to the limitations set forth in this Article 3. In particular, the JSC shall: (a) approve all clinical development activities to be conducted by Equillium with respect to Product, including review of protocols for clinical trials of Product to be performed by Equillium; (b) review the ITO and Product development activities to be conducted by each party; (c) serve as the principal means by which: (i) Equillium keeps Biocon reasonably informed regarding Equillium’s development, registration and commercialization plans, efforts and results with respect to Product; and (ii) Biocon keeps Equillium reasonably informed regarding (A) Biocon’s performance of its obligations under Section 4.2 of this Agreement and (B) Biocon’s development, registration and commercialization plans, efforts and results with respect to Product in the Biocon Territory; (d) seek harmonization in development, regulatory approval, marketing, promotion and commercialization efforts with respect to Product in the Field in the Equillium Territory and the Biocon Territory; (e) facilitate the exchange of Equillium Know-How and Biocon Know-How; (f) resolve disputes referred to it by the JIPC; and (g) perform such other duties as are specifically assigned to the JSC in this Agreement, the Clinical Supply Agreement or any Commercial Supply Agreement. Each party shall be responsible for ensuring that, at all times, its representatives on the JSC act reasonably and in good faith in carrying out their respective responsibilities hereunder.