Formation; Composition Clause Samples

Formation; Composition. Each Party will initially appoint [***] representatives to the JCC, with each representative having knowledge and expertise in the commercialization of products similar to the Regional Licensed Products and having sufficient seniority within the applicable Party to make decisions arising within the scope of the JCC’s responsibilities. The JCC may change its size from time to time by mutual consent of its members, provided that the JCC will consist at all times of an equal number of representatives of each of Surface and Novartis. Each Party may replace its JCC representatives at any time upon written notice to the other Party. The JCC may invite non-members to participate in the discussions and meetings of the JCC, provided that such participants have no voting authority at the JCC and are bound under written obligation of confidentiality no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JCC will be co-chaired, with one chairperson designated by Surface and [***] designated by Novartis, whose responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. Responsibility for running each meeting of the JCC will alternate between the chairpersons from meeting-to-meeting, with Novartis’s chairperson running the first meeting. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Formation; Composition. Promptly following the designation of a Product Candidate for a particular Indication, the Parties shall establish a separate Joint Development Committee for such Product Candidate (each, a “JDC”). The Parties contemplate that there will be a separate JDC for each Product Candidate. Each Party shall initially appoint three (3) representatives to each JDC, with each representative having knowledge and expertise in the development of products similar to the applicable Product Candidate and having sufficient seniority within the applicable Party to make decisions arising with the scope of each JDC’s responsibilities, and at least one (1) of whom shall have expertise in regulatory affairs. Each JDC may change its size from time to time by mutual consent of its members, provided that each JDC shall consist at all times of an equal number of representatives of each of Reata and ▇▇▇▇▇▇. Each JDC may invite non-members (including consultants and advisors of a Party who are under an obligation of confidentiality consistent with this Agreement) to participate in the discussions and meetings of such JDC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority on such JDC. The Parties intend for one (1) representative of the applicable JMC from each Party to attend the regular JDC meetings. Each JDC shall have a chairperson, who shall serve for a term of one year, and who shall be selected alternately, on an annual basis, by Reata or ▇▇▇▇▇▇. The initial chairperson for the JDC for the first Product Candidate shall be selected by Reata, and the initial chairperson for the JDC for the second Product Candidate shall be selected by ▇▇▇▇▇▇, with the initial chairperson for each later Product Candidate to be selected by alternating Parties. The role of the chairperson shall be to convene and preside at meetings of the applicable JDC, to prepare and circulate agendas and to ensure the preparation of minutes, but the chairperson shall have no additional powers or rights beyond those held by the other JDC representatives. Each JDC shall have a vice chairperson, who shall serve for a term of one year (and who then shall serve as chairperson), and who shall be selected alternately, on an annual basis, by ▇▇▇▇▇▇ or Reata. The initial vice chairperson for the JDC for the first Product Candidate shall be selected by ▇▇▇▇▇▇, and the initial chairperson for the JDC for the second Product Candidate shall b...

Formation; Composition. Within […***…] of the Effective Date, the Parties will establish a joint steering committee (the “Joint Steering Committee” or “JSC”) comprised of […***…] representatives from each Party with sufficient seniority within the applicable Party to make decisions arising within the scope of the JSC’s responsibilities. The JSC may change its size from time to time by mutual consent of its members, provided that the JSC will consist at all times of […***…] representatives of each of Penn and Licensee. Each Party may replace its JSC representatives at any time upon written notice to the other Party.

Formation; Composition. The Parties shall form a team (“Project Team”), which shall be responsible for oversight of the activities under this Agreement. Each Party shall appoint to the Project Team an equal number of team members that have the requisite skills in the disciplines necessary for performance of activities under this Agreement. Each Party may change its Project Team members at any time by written notice to the other.

Formation; Composition. Promptly after the Effective Date, the Parties will establish a joint steering committee (the “Joint Steering Committee” or “JSC”) comprised of four (4) representatives from each Party (or appointed representatives of an Affiliate of such Party) with sufficient seniority within the applicable Party to make decisions arising within the scope of the JSC’s responsibilities. The JSC may change its size from time to time by unanimous consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each of ADT and Anchiano. Each Party may replace its JSC representatives at any time upon written notice to the other Party. The JSC may invite non-core members to participate in the discussions and meetings of the JSC, provided that such participants will have no voting authority at the JSC and shall, if not otherwise subject to confidentiality obligations, enter into a confidentiality agreement reasonably acceptable to the Parties. Each meeting of the JSC will be co-chaired by a representative of ADT and a representative of Anchiano. The role of the chairpersons will be to convene and preside at meetings of the JSC. The chairpersons will have no additional powers or rights beyond those held by the other JSC representatives. The Alliance Managers will work with the chairpersons to prepare and circulate agendas and to ensure the preparation of minutes.

Formation; Composition. Within ten (10) days after the Effective Date, the Parties shall establish a Joint Research Steering Committee (“JSC”) composed of five (5) representatives, consisting of three (3) representatives of GCLC and two (2) representatives of Artiva, each of whom shall have appropriate technical credentials, experience, knowledge, and authority within such Party’s organization. The JSC shall be chaired by one of the JSC representatives of GCLC, which GCLC may replace at any time upon written notice to Artiva. Each Party may replace its JSC representatives at any time upon written notice to the other Party.

Formation; Composition. Within ten (10) days after the Effective Date, the Parties shall establish a Joint Development Steering Committee (“JDC”) composed of five (5) representatives, consisting of three (3) representatives of Artiva and two (2) representatives of GCLC, each of whom shall have appropriate technical credentials, experience, knowledge, and authority within such Party’s organization. The JDC shall be chaired by a representative of Artiva, which ▇▇▇▇▇▇ may replace at any time upon written notice to GCLC. Each Party may replace its JDC representatives at any time upon written notice to the other Party.

Formation; Composition. The Parties shall establish a Joint Executive Committee (the “JEC”). Each Party shall initially appoint up to three (3) representatives to the JEC, each of whom will have sufficient seniority within the applicable Party to make decisions arising within the scope of the JEC’s responsibilities. The Parties’ initial representatives to the JEC are set forth on Schedule 2.3. The JEC may change its size from time to time by mutual consent of its members. The JEC may invite non-members (including consultants and advisors of a Party who are under an obligation of confidentiality consistent with this Agreement) to participate in the discussions and meetings of the JEC, provided that such participants shall have no voting authority at the JEC. The JEC shall have a chairperson, who shall serve for a term of one year, and who shall be selected alternately, on an annual basis, by Reata or ▇▇▇▇▇▇. The initial chairperson shall be selected by ▇▇▇▇▇▇. The role of the chairperson shall be to convene and preside at meetings of the JEC, to prepare and circulate agendas and to ensure the preparation of minutes, but the chairperson shall have no additional powers or rights beyond those held by the other JEC representatives. The JEC shall have a vice chairperson, who shall serve for a term of one year (and who then shall serve as chairperson), and who shall be selected alternately, on an annual basis, by ▇▇▇▇▇▇ or Reata. The initial vice chairperson shall be selected by Reata. The role of the vice chairperson shall be to consult with and assist the chairperson in the carrying out of the chairperson’s duties.

Formation; Composition. Within [***] days after the Effective Date, the Parties shall establish a joint manufacturing committee (the “Joint Manufacturing Committee” or “JMC”) to oversee Manufacturing related to Optioned Programs (including Optioned Molecules and Optioned Products). Each Party shall initially appoint three (3) representatives to the JMC, with each representative having knowledge and expertise in the clinical and commercial Manufacture of products similar to the Optioned Products and having sufficient seniority within such Party to make decisions arising within the scope of the JMC’s responsibilities. The JMC may change its size from time to time if agreed by consensus among its members; provided that the JMC shall consist at all times of an equal number of representatives of each of Arcus and Gilead. Each Party may replace its JMC representatives at any time upon written notice to the other Party. Either Party may invite non-members to participate in the discussions and meetings of the JMC provided notice is given to the other Party and such non-members shall (i) be subject to confidentiality obligations at least as stringent as those set forth in ARTICLE XIII and (ii) have no voting authority at the JMC. The JMC shall have a chairperson, who shall serve for a term of one (1) year, and who shall be selected alternately, on an annual basis, by Arcus or Gilead. The initial chairperson shall be selected by [***]. The role of the chairperson shall be to convene and preside at meetings of the JMC, but the chairperson shall have no additional powers or rights beyond those held by the other JMC representatives.