Common use of Formation and Composition Clause in Contracts

Formation and Composition. As soon as reasonably possible and in any event within [***] after the Effective Date, Immunocore and Lilly shall establish a joint research committee (the “JRC”) to monitor and coordinate the communication and activities of both Parties under the Research Plans. The JRC shall be composed of at least [***] but no more than [***] representatives designated by each Party and in each case an equal number of representatives from each Party. Representatives must be CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. appropriate for the tasks then being undertaken and the stage of research or pre-clinical development relevant to any Research Plans, in terms of their seniority, decision-making authority, availability, function in their respective organizations, training and experience. Each Party shall designate one of its representatives as its primary JRC contact (“Project Co-Leader”). Each Party may replace its representatives from time to time upon written notice to the other Party; provided, however, if a Party’s representative is unable to attend a meeting, such Party may designate an alternate to attend such meeting by providing notification in writing to the other Party’s representatives and following provision of such written notification the alternate will be entitled to perform the functions of such representative. The Alliance Managers may attend meetings of the JRC but shall have no right to vote on any decisions of the JRC.

Formation and Composition. As soon as reasonably possible and in any event within [***] after the Effective Date, Immunocore lmmunocore and Lilly GNE shall establish a joint research development committee (the “JRCJDC”) to monitor act as the steering committee to oversee, review and coordinate manage the communication and activities development of both Parties under the Research Licensed Products in accordance with the Development Plans. The JRC JDC shall be composed of at least [***] but no more than [***] representatives designated by each Party (and in each case an equal the Parties need not have the same number of representatives from each Partyrepresentatives). Representatives must be CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. appropriate for the tasks then being undertaken and the stage of research or pre-clinical development relevant to any Research Plansdevelopment, in terms of their seniority, decision-making authority, availability, function in their respective organizations, training and experience. Each Party shall designate one of its representatives as its primary JRC contact (“Project Co-Leader”)JDC contact. Each Party may replace its representatives from time to time upon written notice to by informing the other PartyParty in writing (which may be by email); provided, however, if a Party’s representative is unable to attend a meeting, such Party may designate an alternate to attend such meeting by providing notification in writing to informing the other Party’s representatives in writing (which may be by email) in advance and following provision of such written notification the alternate will be entitled to perform the functions of such representative. , The Alliance Managers and Project Co-Leaders may attend meetings of the JRC JDC but shall have no right to vote on any decisions of the JRCJDC.

Formation and Composition. As soon as reasonably possible and in any event Provided that Immunocore has not issued a Co Funding Withdrawal Notice, within [***] after ], the Effective Date, Immunocore and Lilly Parties shall establish a joint research commercialization committee (the “JRCJCC”) to monitor develop and coordinate agree a commercialization plan throughout the communication Territory (“Commercialization Plan”) for the Licensed Products and to oversee, review and manage the activities of both Parties under the Research PlansCommercialization Plan. The JRC JCC shall be composed of at least [***] but no more than [***] representatives designated by each Party and in each case an equal the Parties need not have the same number of representatives from each Partyrepresentatives. Representatives must be CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. appropriate for the tasks then being undertaken and the stage of research or pre-clinical development relevant to any Research Plansdevelopment, in terms of their seniority, decision-making authority, availability, function in their respective organizations, training and experience. Each Party shall designate one of its representatives as its primary JRC contact (“Project Co-Leader”)JCC contact. Each Party may replace its representatives from time to time upon written notice to by informing the other PartyParty in writing (which may be by email); provided, however, if a Party’s representative is unable to attend a meeting, such Party may designate an alternate to attend such meeting by providing notification in writing to informing the other Party’s representatives in writing (which may be by email) in advance and following Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. provision of such written notification the alternate will be entitled to perform the functions of such representative. The Alliance Managers and JPT Co-Leaders may attend meetings of the JRC JCC but shall have no right to vote on any decisions of the JRCJCC.

Formation and Composition. As soon as reasonably possible and in any event within Within [***] after of a written request by a Party, the Effective Date, Immunocore and Lilly Parties shall establish a joint research committee (the “JRC”) to monitor and coordinate any activities under, and facilitate communications between the communication Parties with respect to any research program that the Parties agree to carry out with regard to MAGE-A4 Compounds, Enhanced MAGE-A4 Compounds, Other MAGE-A4 Compounds and activities of both Parties under the Research PlansLicensed Products. The JRC shall be composed of at least [***] but no more than [***] representatives designated by each Party and in each case an equal the Parties need not have the same number of representatives from each Partyrepresentatives. Representatives must be CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. appropriate for the tasks tasks- then being undertaken and the stage of research or pre-clinical development relevant to any Research Planspre -clinical development, in terms of their seniority, decision-making authority, availability, function in their respective organizations, training and experience. Each Party shall designate one of its representatives as its primary JRC contact (“Project Co-Leader”). Each Party may replace its representatives from time to time upon written notice to by informing the other PartyParty in writing (which may be by email); provided, however, if a Party’s representative is unable to attend a meeting, such Party Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. may designate an alternate to attend such meeting by providing notification in writing to informing the other Party’s representatives in writing (which may be by email) in advance and following provision of such written notification the alternate will be entitled to perform the functions of such representative. The Alliance Managers and Project Co-Leaders may attend meetings of the JRC but shall have no right to vote on any decisions of the JRC.