Common use of Formation; Composition; Dissolution Clause in Contracts

Formation; Composition; Dissolution. Within [**] after the Effective Date, the Parties will establish a committee (the “Joint Steering Committee” or “JSC”) to provide strategic oversight of the Parties’ activities under this Agreement. Each Party will initially appoint [**] representatives to the JSC, with each representative having knowledge and expertise in the Development, Manufacture, performance of Medical Affairs with respect to and Commercialization of molecules and products similar to the Licensed Products, and having sufficient decision-making authority and seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibility. The JSC may change its size from time to time by agreement of the Parties, provided that the JSC will consist at all times of an equal number of representatives of each of Sage and Biogen. Each Party may replace its JSC representatives at any time upon written notice to the other Party. The JSC will be chaired by co-chairpersons designated by ▇▇▇▇ and Biogen, respectively. The JSC co-chairpersons may invite non-members to participate in the discussions and meetings of the JSC, if necessary, provided that such participants have no voting authority at the meetings of the JSC and are bound under enforceable obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC co-chairpersons’ responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The JSC will exist for so long as the JDC or JCC exists or there is at least one Licensed Product being Commercialized under this Agreement.

Formation; Composition; Dissolution. Within [**] *]after the Effective Date, the Parties will establish a committee (the “Joint Steering Committee” or “JSC”) to provide strategic oversight of the Parties’ activities under this Agreement. Each Party will initially appoint [***] representatives to the JSC, with each representative having knowledge and expertise in the Development, Manufacture, performance Development and Manufacture of Medical Affairs with respect to and Commercialization of molecules compounds and products similar to the Licensed Products, Compounds and Licensed Products and having sufficient decision-making authority and seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibility. The JSC may change its size from time to time by agreement of the Parties, provided that the JSC will consist at all times of an equal number of representatives of each of Sage Arrowhead and BiogenNovartis. Each Party may replace its JSC representatives at any time upon written notice to the other Party. The JSC will be chaired by co-chairpersons a chairperson designated by ▇▇▇▇ and Biogen, respectively[***]. The JSC co-chairpersons may invite non-members to participate in the discussions and meetings of the JSC, if necessary, provided that such participants have no voting authority at the meetings of the JSC and are bound under enforceable obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC co-chairpersons’ chairperson’s responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The Alliance Managers will prepare and circulate meeting agendas and ensure the preparation and approval of minutes. The JSC will exist for so long as the JDC or JCC exists or there is at least one Licensed Product being Commercialized under this Agreementdissolve upon later of (a) [***] and (b) [***].

Formation; Composition; Dissolution. Within [***] after the Effective Date, the Parties will establish a committee to coordinate and oversee Manufacturing activities in connection with the Development of the Licensed Compounds and Licensed Products for the Territory (the each, a “Joint Steering Manufacturing Committee” or “JSCJMC”) to provide strategic oversight of the Parties’ activities under this Agreement). Each Party will initially appoint [***] representatives to the JSCJMC, with each representative having knowledge and expertise in the Development, Manufacture, performance of Medical Affairs Manufacturing activities with respect to and Commercialization of molecules compounds and products similar to the applicable Licensed Compounds and Licensed Products, and having sufficient seniority and decision-making authority and seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSCsuch JMC’s responsibilityresponsibilities. The JSC JMC may change its size from time to time by agreement of the Parties, provided that the JSC JMC will consist at all times of an equal number of representatives of each of Sage Arrowhead and BiogenNovartis. Each Party may replace its JSC JMC representatives at any time upon written notice to the other Party. The JSC will be chaired by co-chairpersons designated by ▇▇▇▇ and Biogen, respectively. The JSC co-chairpersons JMC may invite non-members to participate in the discussions and meetings of the JSC, if necessaryJMC, provided that such participants have no voting authority at the meetings of the JSC JMC and are bound under enforceable obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC JMC will be chaired by co-chairpersons’ chairpersons designated by Arrowhead and ▇▇▇▇▇▇▇▇, respectively, whose responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The JSC JMC will exist for so long as the JDC or JCC exists or there is at least one Licensed Product being Commercialized under this Agreement[***].

Formation; Composition; Dissolution. Within [**] after the Effective Date, the Parties will establish a committee (the “Joint Steering Committee” or “JSC”) to provide strategic oversight of the Parties’ activities under this Agreement. Each Party will initially appoint [**] representatives to the JSC, with each representative having knowledge and expertise in the Development, Manufacture, performance of Medical Affairs with respect to and Commercialization of molecules and products similar to the Licensed Products, and having sufficient decision-making authority and seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibility. The JSC may change its size from time to time by agreement of the Parties, provided that the JSC will consist at all times of an equal number of representatives of each of Sage and Biogen. Each Party may replace its JSC representatives at any time upon written notice to the other Party. The JSC will be chaired by co-chairpersons designated by ▇▇▇▇ Sage and Biogen, respectively. The JSC co-chairpersons may invite non-members to participate in the discussions and meetings of the JSC, if necessary, provided that such participants have no voting authority at the meetings of the JSC and are bound under enforceable obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC co-chairpersons’ responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The JSC will exist for so long as the JDC or JCC exists or there is at least one Licensed Product being Commercialized under this Agreement.

Formation; Composition; Dissolution. Within [***] ([***]) days after the Effective Date, the Parties will establish a committee (the “Joint Steering Committee” or “JSC”) to provide strategic oversight of the Parties’ activities under this Agreementthe Collaboration. Each Party will initially appoint [**] an equal number of representatives to the JSC, with a minimum of one (1) representative and a maximum of three (3) representatives, and each representative having knowledge and expertise in the Development, Manufacture, performance of Medical Affairs with respect to Development and Commercialization of molecules and products similar to the Licensed ProductsProducts or pharmaceutical products, and having sufficient decision-making authority and seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibility. The JSC may change its size from time to time by agreement mutual consent of the Parties, provided that the JSC will consist at all times of an equal number of representatives of each of Sage ▇▇▇▇▇ and BiogenShionogi. Each Party may replace its JSC representatives at any time upon written notice to the other Party. The JSC will be chaired by co-chairpersons designated by ▇▇▇▇▇ and BiogenShionogi, respectively. The JSC co-chairpersons may invite non-members to participate in the discussions and meetings of the JSC, if necessary, provided that such participants have no voting authority at the meetings of the JSC and are bound under enforceable written obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC co-chairpersons’ responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The JSC will exist for so long as the JDC or JCC exists or there is at least one Licensed Product being Commercialized under this Agreement.

Formation; Composition; Dissolution. Within [**] after the Effective Date, the Parties will establish (a) a committee to coordinate the Development of the Licensed 217 Products in the Territory, and (b) a committee to coordinate the Development of the Licensed 324 Products in the Territory (each, a “Joint Steering Development Committee” or “JSCJDC”) to provide strategic oversight of the Parties’ activities under this Agreement). Each Party will initially appoint [**] representatives to the JSCeach JDC, with each representative having knowledge and expertise in the Development, Manufacture, performance of Medical Affairs with respect to and Commercialization Development of molecules and products similar to to, as applicable, the applicable Licensed Products, and having sufficient seniority and decision-making authority and seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSCsuch JDC’s responsibilityresponsibilities. The JSC Each Party’s JDC representatives may serve on one or more JDCs. Each JDC may change its size from time to time by agreement of the Parties, provided that the JSC each JDC will consist at all times of an equal number of representatives of each of Sage and Biogen. Each Party may replace its JSC JDC representatives at any time upon written notice to the other Party. The JSC will be chaired by co-chairpersons designated by ▇▇▇▇ and Biogen, respectively. The JSC co-chairpersons Each JDC may invite non-members to participate in the discussions and meetings of the JSC, if necessarysuch JDC, provided that such participants have no voting authority at the meetings of the JSC such JDC and are bound under enforceable obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC Each JDC will be chaired by co-chairpersons’ chairpersons designated by Sage and Biogen, respectively, whose responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The JSC respective applicable JDC will exist for so long as the JDC or JCC exists or there is at least one Licensed Product is being Commercialized Developed under this Agreement.