Mate - I respectfully disagree.
Ultimately the JSC is irrelevant under Clause 11 as there is no mechanism to enliven its oversight.
Even just to address your specific points about the JSC, it is governed equally by reps from Neuren and Acadia with one vote each - bold and underlined below at 5.4(b).
When there is a dispute relating to a New Indication, Acadia have the final say - clause 5.4(f)(1). The approval of a New Indication by the JSC is a certainty, given that Acadia have the final say when it comes to Trofinetide, whether that is for Retts, FX or a New Indication. They are not going to act against their own interests. The Directors would be locked up!
As per clause 11 - if there is a New Indication, we have to stop development unless they agree. What am I missing?
5.1 Establishment and function
(a) The parties confirm that the Joint Steering Committee established under the Initial Licence will be and become the Joint Steering Committee under this Agreement (“JSC”).
(b) Each party will retain the rights, powers and discretion granted to it under this Agreement and no such rights, powers or discretion will be delegated or vested in the JSC unless such delegation or vesting of rights is expressly provided for in this Agreement or the parties expressly agree to such delegation or vesting of rights in writing.
(c) The JSC will only have the powers expressly assigned to the JSC by this Agreement, and will not have any power to amend, modify or waive compliance with this Agreement.
5.4 Decision making process
(a) The JSC may make decisions with respect to any subject matter that is subject to the JSC’s decision-making authority and functions as set out in this clause 5.4.
(b) All decisions of the JSC will be made by unanimous vote or written consent, with ACADIA and Neuren each having collectively, among its respective members, one vote in all decisions.
(c) The JSC will use Commercially Reasonable Efforts to resolve the matters within its roles and functions or otherwise referred to it.
(d) If the JSC cannot reach consensus on a matter within […***…] Business Days after such matter has been brought to the JSC’s attention, then such matter shall be first referred to the chief executive officers of the parties (“CEOs”).
(e) The CEOs will use Commercially Reasonable Efforts to reach mutually acceptable resolutions on all such disputed matters.
(f) If the CEOs are unable to resolve such dispute within […***…] Business Days after the dispute is first referred to them, the matter will be resolved as follows:
(i) if the dispute relates to any Regulatory, Manufacturing, CMC, Development, or Commercialisation activities for any Trofinetide Compound or Trofinetide Product in the Territory, including the approval of a Proposal for a New Indication pursuant to clause 6.2, then ACADIA will have the final decision-making authority;
(ii) except for matters subject to clause 7.2(a)(ii), which will be governed by the process set forth therein, if the dispute relates to any Regulatory, Manufacturing (subject to clause 7.2(a)(ii)), CMC (subject to clause 7.2(a)(ii)), Development, or Commercialisation activities for any NNZ-2591 Compound or NNZ-2591 Product in the Territory:
(A) ACADIA will have the final decision-making authority with respect to matters that solely relate to uses of NNZ-2591 Compound or NNZ 2591 Product in the NNZ-2591 Field in the Territory; provided that ACADIA uses Commercially Reasonable Efforts to refrain from any activities that would be reasonably likely to materially adversely impact the Development and Commercialization of NNZ-2591 Compounds or NNZ-2591 Products outside of the NNZ-2591 Field; and
(B) Neuren will have the final decision-making authority with respect to all other uses of NNZ-2591 Compound or NNZ‑2591 Product including uses of NNZ-2591 Compound or NNZ‑2591 Product outside of the NNZ-2591 Field or that relate to uses of NNZ-2591 Compound or NNZ‑2591 Product both within and without the NNZ-2591 Field,
(20min delay)