Common use of Formation; Composition; Dissolution Clause in Contracts

Formation; Composition; Dissolution. Within thirty (30) days after the Effective Date, the Parties will establish a committee (the “Joint Steering Committee” or “JSC”) to provide strategic oversight of the Collaboration as set forth in this Section 2. Each Party will initially appoint three (3) representatives to the JSC, with each representative having knowledge and expertise in the Development and Commercialization of molecules and products similar to the Licensed Products, and having sufficient 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 mutual consent of the Parties, provided that the JSC will consist at all times of an equal number of representatives of each of aTyr and Kyorin. Each Party may replace its JSC representatives at any time upon written notice to the other Party. The JSC may invite non-members to participate in the discussions and meetings of the JSC, provided that such participants have no voting authority at the JSC and are bound under written obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC will be chaired on a Calendar Year basis by a chairperson alternately designated by aTyr or Kyorin. The initial chairperson of the JSC for the period commencing on the Effective Date and ending on December 31, 2020 will be an aTyr designated chairperson, who will then be replaced by a Kyorin designated chairperson on January 1, 2021, and so forth. The JSC chairperson’s 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 there is at least one Licensed Product being Developed or Commercialized under this Agreement.

Formation; Composition; Dissolution. Within thirty (30) days after the Effective Date, the Parties will establish a committee to provide strategic oversight of the Parties’ activities under the Collaboration (the “Joint Steering Committee” or “JSC”) to provide strategic oversight of the Collaboration as set forth in this Section 2). Each Party will initially appoint three (3) representatives to the JSC, with each . Each representative having on the JSC shall have knowledge and expertise in the Development and Commercialization of molecules and products similar to the Licensed Products, Products and having sufficient 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 mutual consent of the Parties, provided that the JSC will consist at all times of an equal number of representatives of each of aTyr CymaBay and KyorinKaken. Each Party may replace one or more of its JSC representatives at any time upon written notice to the other Party. The JSC may invite non-members to participate in the discussions and meetings of the JSC, provided that such participants have no voting authority at the JSC and are bound under written obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. For clarity, such non-member participants shall have no voting rights or authority at the JSC. The JSC will be chaired on a Calendar Kaken Fiscal Year basis by a chairperson alternately designated by aTyr ▇▇▇▇▇▇▇ or KyorinKaken. The initial chairperson of the JSC for the period commencing on the Effective Date and ending on December March 31, 2020 2024 will be an aTyr a CymaBay designated chairperson, who will then be replaced by a Kyorin Kaken designated chairperson on January April 1, 20212024, and so forth. The JSC chairperson’s responsibilities will include conducting meetingsmeetings of the JSC, including, when feasible, ensuring that objectives for each meeting are set and achieved. The JSC will exist for so long as there is at least one Licensed Product being Developed or Commercialized under this Agreement.