Common use of Formation; Composition Clause in Contracts

Formation; Composition. The Parties shall establish a Joint Patent Committee (the “JPC”). Each Party shall initially appoint three (3) representatives to the JPC, with each representative having knowledge and expertise in intellectual property protection and strategy and having sufficient seniority within the applicable Party to make decisions arising within the scope of the JPC’s responsibilities. The JPC may change its size from time to time by mutual consent of its members, provided that the JPC shall consist at all times of an equal number of representatives of each of Reata and ▇▇▇▇▇▇. The JPC 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 JPC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JPC. The JPC 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 Reata. The role of the chairperson shall be to convene and preside at meetings of the JPC, 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 JPC representatives. The JPC 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 ▇▇▇▇▇▇. 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. The Within […***…] days after the Effective Date, the Parties shall establish a Joint Patent Committee joint communications review committee (the “JPCJoint Communication Review Committee” or “JCRC”) to oversee publications and other public communications related to Optioned Programs (including Optioned Molecules and Optioned Products). Each Party shall initially appoint three (3) representatives to the JPCJCRC, with each representative having knowledge and expertise in intellectual property protection and strategy the communications related to products similar to the Optioned Products and having sufficient seniority within the applicable such Party to make decisions arising within the scope of the JPCJCRC’s responsibilities. The JPC JCRC may change its size from time to time if agreed by mutual consent of consensus among its members, ; provided that the JPC JCRC shall consist at all times of an equal number of representatives of each of Reata Galapagos and ▇▇▇▇▇▇Gilead. The JPC Each Party may replace its JCRC representatives at any time upon written notice to the other Party. Either Party 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 JPC, JCRC provided that notice is given to the other Party and such participants are involved non-members shall (i) be subject to confidentiality obligations at least as stringent as those set forth in activities related to Product Candidates or Products ARTICLE XIII and shall (ii) have no voting authority at the JPCJCRC. The JPC JCRC 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 Reata Galapagos or ▇▇▇▇▇▇Gilead. The initial chairperson shall be selected by Reata[…***…]. The role of the chairperson shall be to convene and preside at meetings of the JPC, to prepare and circulate agendas and to ensure the preparation of minutesJCRC, but the chairperson shall have no additional powers or rights beyond those held by the other JPC JCRC representatives. The JPC 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 ▇▇▇▇▇▇. 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. The Within […***…] days after the Effective Date, the Parties shall establish a Joint Patent Committee committee to oversee Development of Licensed Product(s) in the Territory in accordance with the Development Plan(s) for the same and to coordinate the Development activities of the Parties, and review and discuss the Development and Manufacture of Licensed Compound and Licensed Products (the “JPCJDC”). Each Party shall initially appoint three (3) representatives to the JPCJDC, with each representative having knowledge and expertise in intellectual property protection the development of compounds and strategy products similar to the Licensed Products and having sufficient seniority within the applicable Party to make decisions arising within the scope of the JPCJDC’s responsibilities. The JPC JDC may change its size from time to time if agreed by mutual consent of consensus among its members, provided that the JPC JDC shall consist at all times of an equal number of representatives of each of Reata Galapagos and ▇▇▇▇▇▇Gilead. Each Party may replace its JDC representatives at any time upon written notice to the other Party. The JPC 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 the JPCJDC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JPCJDC. The JPC JDC 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 Reata Galapagos or ▇▇▇▇▇▇Gilead. The initial chairperson shall be selected by Reata[…***…]. The role of the chairperson shall be to convene and preside at meetings of the JPC, to prepare and circulate agendas JDC and to ensure the preparation of minutes, but the chairperson shall have no additional powers or rights beyond those held by the other JPC JDC representatives. The JPC 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 ▇▇▇▇▇▇. 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. The Within […***…] days after the Effective Date, the Parties shall establish a Joint Patent Committee joint commercialization committee (the “JPCJoint Commercialization Committee” or “JCC”)) to oversee Commercialization of Optioned Products. Each Party shall initially appoint three (3) representatives to the JPCJCC, with each representative having knowledge and expertise in intellectual property protection and strategy the commercialization of products similar to the Optioned Products and having sufficient seniority within the applicable such Party to make decisions arising within the scope of the JPCJCC’s responsibilities. The JPC JCC may change its size from time to time if agreed by mutual consent of consensus among its members, ; provided that the JPC JCC shall consist at all times of an equal number of representatives of each of Reata Galapagos and ▇▇▇▇▇▇Gilead. The JPC Each Party may replace its JCC representatives at any time upon written notice to the other Party. Either Party 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 JPC, JCC provided that notice is given to the other Party and such participants are involved non-members shall (i) be subject to confidentiality obligations at least as stringent as those set forth in activities related to Product Candidates or Products ARTICLE XIII and shall (ii) have no voting authority at the JPCJCC. The JPC JCC 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 Reata Galapagos or ▇▇▇▇▇▇Gilead. The initial chairperson shall be selected by Reata[…***…]. The role of the chairperson shall be to convene and preside at meetings of the JPC, to prepare and circulate agendas and to ensure the preparation of minutesJCC, but the chairperson shall have no additional powers or rights beyond those held by the other JPC JCC representatives. The JPC 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 ▇▇▇▇▇▇. 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. The Within […***…] days after the Effective Date, the Parties shall establish a Joint Patent Committee joint development committee (the “JPCJoint Development Committee” or “JDC”), which shall have the responsibilities set forth in Section 1.2(b). Each Party shall initially appoint three (3) representatives to the JPCJDC, with each representative having knowledge and expertise in intellectual property protection the development of compounds, Molecules and strategy products similar to the Galapagos Molecules, Galapagos Products, Optioned Molecules and Optioned Products and having sufficient seniority within the applicable such Party to make decisions arising within the scope of the JPCJDC’s responsibilities. The JPC JDC may change its size from time to time if agreed by mutual consent of consensus among its members, ; provided that the JPC JDC shall consist at all times of an equal number of representatives of each of Reata Galapagos and ▇▇▇▇▇▇Gilead. The JPC Each Party may replace its JDC representatives at any time upon written notice to the other Party. Either Party 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 JPC, JDC provided that notice is given to the other Party and such participants are involved non-members shall (i) be subject to confidentiality obligations at least as stringent as those set forth in activities related to Product Candidates or Products ARTICLE XIII and shall (ii) have no voting authority at the JPCJDC. The JPC JDC 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 Reata Galapagos or ▇▇▇▇▇▇Gilead. The initial chairperson shall be selected by Reata[…***…]. The role of the chairperson shall be to convene and preside at meetings of the JPC, to prepare and circulate agendas and to ensure the preparation of minutesJDC, but the chairperson shall have no additional powers or rights beyond those held by the other JPC JDC representatives. The JPC 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 ▇▇▇▇▇▇. 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. The Within [***] after the Effective Date, the Parties shall will establish a Joint Patent Committee committee to oversee the identification, Research and Development of Research Candidates, Development Candidates and Products (but not Reversion Products) in the Territory in accordance with the Research Plan(s), Early Clinical Development Plan(s) and Late Clinical Development Plan(s) for the same and to coordinate the Research and Development activities of the Parties (the “JPCJDC”). Each Party shall will initially appoint three (3) [***] representatives to the JPCJDC, with each representative having knowledge and expertise in intellectual property protection the Research and strategy Development of compounds and products similar to the Research Candidates, Development Candidates and Products and having sufficient seniority within the applicable Party to make decisions arising within the scope of the JPCJDC’s responsibilities. The JPC JDC may change its size from time to time by mutual consent of its memberstime, provided that the JPC shall JDC will consist at all times of an equal number of representatives of each of Reata Unum and ▇▇▇▇▇▇SGI. Each Party may replace its JDC representatives at any time upon written notice to the other Party. The JPC 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 the JPCJDC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JPCJDC. The JPC shall JDC will have a chairperson, who shall will serve for a term of one year[***], and who shall will be selected alternately, on an annual basis, by Reata Unum or ▇▇▇▇▇▇SGI. The initial chairperson shall will be selected by ReataUnum. The role of the chairperson shall will be to convene and preside at meetings of the JPC, to prepare and circulate agendas JDC and to ensure the preparation of minutes, but the chairperson shall have has no additional powers or rights beyond those held by the other JPC JDC representatives. The JPC 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 ▇▇▇▇▇▇. 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. The Within [*], the Parties shall establish a committee to oversee and manage the Medical Affairs Activities with respect to Product(s) in the Shared Territory in accordance with the Joint Patent Committee Medical Affairs Plan(s) for such Product(s) and to coordinate the regulatory activities of the Parties with respect to such activities (the “JPCJMAC”). Each Party shall initially appoint three (3) [*] representatives to the JPCJMAC, with each representative having knowledge and expertise in intellectual property protection and strategy working with products similar to the Products and having sufficient seniority within the applicable Party to make decisions arising within with the scope of the JPCJMAC’s responsibilities. The JPC JMAC may change its size from time to time by mutual consent of its members, provided that the JPC JMAC shall consist at all times of an equal number of representatives of each of Reata Medivation and ▇▇▇▇▇▇Astellas. Each Party may replace its JMAC representatives at any time upon written notice to the other Party. The JPC JMAC 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 JPCJMAC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JPCJMAC. The JPC JMAC 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 Reata Medivation or ▇▇▇▇▇▇Astellas. The initial chairperson shall be selected by ReataMedivation. The role of the chairperson shall be to convene and preside at meetings of the JPC, to prepare and circulate agendas JMAC and to ensure the preparation of minutes, but the chairperson shall have no additional powers or rights beyond those held by the other JPC JMAC representatives. The JPC 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 ▇▇▇▇▇▇. 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. The Within [*] days after the Effective Date, the Parties shall establish a committee to oversee Development of Product(s) in the Territory in accordance with the Joint Patent Committee Development Plan(s) for such Product(s) and to coordinate the Development activities of the Parties (the “JPCJDC”). Each Party shall initially appoint three (3) [*] representatives to the JPCJDC, with each representative having knowledge and expertise in intellectual property protection and strategy the development of products similar to the Products and having sufficient seniority within the applicable Party to make decisions arising within with the scope of the JPCJDC’s responsibilities. The JPC JDC may change its size from time to time by mutual consent by[*] of its members[*], provided that the JPC JDC shall consist at all times of an equal number of representatives of each of Reata Medivation and ▇▇▇▇▇▇Astellas. Each Party may replace its JDC representatives at any time upon written notice to the other Party. The JPC 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 the JPCJDC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JPCJDC. The JPC JDC 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 Reata Medivation or ▇▇▇▇▇▇Astellas. The initial chairperson shall be selected by ReataMedivation. The role of the chairperson shall be to convene and preside at meetings of the JPC, to prepare and circulate agendas JDC and to ensure the preparation of minutes, but the chairperson shall have no additional powers or rights beyond those held by the other JPC JDC representatives. The JPC 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 ▇▇▇▇▇▇. 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. The No later than [***] months prior to the anticipated first commercial launch in the Shared Territory of the first Joint Product (or by such other date as mutually agreed by the Parties), the Parties shall establish a Joint Patent Committee joint commercialization committee (the “JPCJoint Commercialization Committee” or “JCC”)) to oversee Commercialization of Joint Products in the Shared Territory. Each Party shall initially appoint three (3) representatives to the JPCJCC, with each representative having knowledge and expertise in intellectual property protection and strategy the commercialization of products similar to the Joint Products and having sufficient seniority within the applicable such Party to make decisions arising within the scope of the JPCJCC’s responsibilities. The JPC JCC may change its size from time to time if agreed by mutual consent of consensus among its members, ; provided that the JPC JCC shall consist at all times of an equal number of representatives of each of Reata Arcus and ▇▇▇▇▇▇Gilead. The JPC Each Party may replace its JCC representatives at any time upon written notice to the other Party. Either Party 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 JPCJCC with the other Party’s prior approval, provided that such participants are involved approval not to be unreasonably conditioned, withheld or delayed and such non-members shall (i) be subject to confidentiality obligations at least as stringent as those set forth in activities related to Product Candidates or Products ARTICLE XIII and shall (ii) have no voting authority at the JPCJCC. The JPC JCC 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 Reata[***]. The role of the chairperson shall be to convene and preside at meetings of the JPC, to prepare and circulate agendas and to ensure the preparation of minutesJCC, but the chairperson shall have no additional powers or rights beyond those held by the other JPC JCC representatives. The JPC 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 ▇▇▇▇▇▇. 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. The Within [*] days after the Effective Date, the Parties shall establish a committee to oversee Development of Product(s) in the Territory in accordance with the Joint Patent Committee Development Plan(s) for such Product(s) and to coordinate the Development activities of the Parties (the “JPCJDC”). Each Party shall initially appoint three (3) [*] representatives to the JPCJDC, with each representative having knowledge and expertise in intellectual property protection and strategy the development of products similar to the Products and having sufficient seniority within the applicable Party to make decisions arising within with the scope of the JPCJDC’s responsibilities. The JPC JDC may change its size from time to time by mutual consent [*] of its members[*], provided that the JPC JDC shall consist at all times of an equal number of representatives of each of Reata Medivation and ▇▇▇▇▇▇Astellas. Each Party may replace its JDC representatives at any time upon written notice to the other Party. The JPC 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 the JPCJDC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JPCJDC. The JPC JDC 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 Reata Medivation or ▇▇▇▇▇▇Astellas. The initial chairperson shall be selected by ReataMedivation. The role of the chairperson shall be to convene and preside at meetings of the JPC, to prepare and circulate agendas JDC and to ensure the preparation of minutes, but the chairperson shall have no additional powers or rights beyond those held by the other JPC JDC representatives. The JPC shall have a vice chairperson[*] = Certain confidential information contained in this document, who shall serve for a term of one year (marked by brackets, has been omitted and who then shall serve as chairperson), filed separately with the securities and who shall be selected alternately, on an annual basis, by ▇▇▇▇▇▇ or Reata. The initial vice chairperson shall be selected by ▇▇▇▇▇▇. The role exchange commission pursuant to rule 24b-2 of the vice chairperson shall be to consult with and assist the chairperson in the carrying out securities exchange act of the chairperson’s duties1934, as amended.

Formation; Composition. The At a time determined by the JSC, the Parties shall establish a Joint Patent Committee committee to oversee Development of Product(s) in the Territory and in China in accordance with the Development Plan(s) for such Product(s) and to coordinate the Development activities of the Parties (the “JPCJDC”) and prior thereto, the JSC will be responsible for all JDC responsibilities except for the specific responsibilities it delegates to the Core JPT as set out in Schedule G(a). Each Party shall initially appoint three (3) representatives of such Party or its Affiliates to the JPC, with each JDC at its inception. Each representative having appointed to the JDC shall have knowledge and expertise in intellectual property protection and strategy relevant aspects of the development of small molecule pharmaceutical products, including in the area of chronic kidney disease or cardiovascular or metabolic disorders and having sufficient seniority within the applicable Party or Affiliate to make decisions arising within the scope of the JPCJDC’s responsibilities. The JPC JDC may change its size from time to time by mutual consent of its members, provided that the JPC JDC shall consist at all times of an equal number of representatives of each of Reata FibroGen and ▇▇▇▇▇▇AstraZeneca. Each Party may replace its JDC representatives at any time upon written notice to the other Party. The JPC 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 the JPCJDC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JPCJDC. The JPC JDC shall have a chairpersontwo (2) co-chairmen, 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 ReataFibroGen and one selected by AstraZeneca. The role of the chairperson co-chairmen shall be to convene and preside at meetings of the JPC, to prepare and circulate agendas and to ensure the preparation of minutesJDC, but the chairperson they shall have no additional powers or rights beyond those held by the other JPC JDC representatives. The JPC Each Party shall have appoint 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 ▇▇▇▇▇▇. The role of secretariat to the vice chairperson shall be to consult with and assist the chairperson in the carrying out of the chairperson’s dutiesJDC.

Formation; Composition. The Within [**] after the Effective Date, the Parties shall establish a committee to coordinate the Development activities (including the related regulatory activities) of the Parties related to the Development of Licensed Compound in accordance with the Joint Patent Committee Development Plan (the “JPCJDC”). Each Party shall initially appoint three (3) [**] representatives to the JPCJDC, with each representative having knowledge and expertise in intellectual property protection the development of compounds and strategy products similar to Licensed Compound and the Licensed Products and having sufficient seniority within the applicable Party to make decisions arising within the scope of the JPCJDC’s responsibilities. The JPC JDC may change its size from time to time by mutual consent of its memberstime; provided, provided that the JPC JDC shall consist at all times of an equal number of representatives of each Party. Each Party may replace any of Reata and ▇▇▇▇▇▇its JDC representatives with a qualified employee of such Party at any time upon written notice to the other Party. The JPC 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 the JPCJDC; provided, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JPCJDC and shall be bound by the confidentiality obligations no less stringent than those provided in this Agreement. The JPC JDC shall have a chairpersontwo (2) co-chairpersons, 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 Reatafrom each Party. The role of the chairperson co-chairpersons shall be to convene and preside at meetings of such JDC. The Alliance Manager shall work with the JPC, co-chairpersons to prepare and circulate agendas and to ensure the preparation of minutes, but the chairperson . The co-chairpersons shall have no additional powers or rights beyond those held by the other JPC JDC representatives. The JPC 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 ▇▇▇▇▇▇. 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. The Within [***] after the Effective Date, the Parties shall establish a Joint Patent Committee committee to coordinate the Development activities of the Parties related to the Development of the Lead Compound in accordance with the Development Plan and, subject to Section 3.13, the Development of a Second Generation RET Compound or a Lead Backup in accordance with a Second Generation Research Plan (the “JPCJDC”). Each Party shall initially appoint three (3) [***] representatives to the JPCJDC, with each representative having knowledge and expertise in intellectual property protection the development of compounds and strategy products similar to the Compounds and Licensed Products and having sufficient seniority within the applicable Party to make decisions arising within the scope of the JPCJDC’s responsibilities. The JPC JDC may change its size from time to time by mutual consent of its memberstime, provided that the JPC JDC shall consist at all times of an equal number of representatives of each of Reata BPM and ▇▇▇▇▇▇Roche. Each Party may replace its JDC representatives at any time upon written notice to the other Party. In addition, JDC members may be represented at any meeting by another person designated by the absent member who has the required expertise (which such designee shall have voting authority at the JDC for the applicable meeting). The JPC 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 the JPCJDC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JPCJDC. The JPC JDC shall have a chairperson, who shall serve for a term of one year, and chairperson who shall be selected alternately, on an annual basis, by Reata BPM or ▇▇▇▇▇▇Roche. The initial chairperson shall be selected by Reata[***]. The role of the chairperson shall be to convene and preside at meetings of the JPC, to prepare and circulate agendas JDC and to ensure the preparation of minutes, but the chairperson shall have no additional powers or rights beyond those held by the other JPC JDC representatives. The JPC 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 ▇▇▇▇▇▇. 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. The At a time determined by the JSC, the Parties shall establish a Joint Patent Committee committee to oversee Development of Product(s) in the Territory and in China in accordance with the Development Plan(s) for such Product(s) and to coordinate the Development activities of the Parties (the “JPCJDC”) and prior thereto, the JSC will be responsible for all JDC responsibilities except for the specific responsibilities it delegates to the Core JPT as set out in Schedule G(a). Each Party shall initially appoint three (3) representatives of such Party or its Affiliates to the JPC, with each JDC at its inception. Each representative having appointed to the JDC shall have knowledge and expertise in intellectual property protection and strategy relevant aspects of the development of small molecule pharmaceutical products, including in the area of chronic kidney disease or cardiovascular or metabolic disorders and having sufficient seniority within the applicable Party or Affiliate to make decisions arising within the scope of the JPCJDC’s responsibilities. The JPC JDC may change its size from time to time by mutual consent of its members, provided that the JPC JDC shall consist at all times of an equal number of representatives of each of Reata FibroGen and ▇▇▇▇▇▇AstraZeneca. Each Party may replace its JDC representatives at any time upon written notice to the other Party. The JPC 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 the JPCJDC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JPCJDC. The JPC JDC shall have a chairpersontwo (2) co-chairmen, 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 ▇▇ and one selected by ReataAstraZeneca. The role of the chairperson co- chairmen shall be to convene and preside at meetings of the JPC, to prepare and circulate agendas and to ensure the preparation of minutesJDC, but the chairperson they shall have no additional powers or rights beyond those held by the other JPC JDC representatives. The JPC Each Party shall have appoint 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 ▇▇▇▇▇▇. The role of secretariat to the vice chairperson shall be to consult with and assist the chairperson in the carrying out of the chairperson’s dutiesJDC.

Formation; Composition. The Within [***] days after the Amendment No. 3 Execution Date, the Parties shall establish a Joint Patent Committee joint finance committee (the “JPCJoint Finance Committee” or “JFC”), which shall have the responsibilities set forth in Section 2.11(b). Each Party shall initially appoint three one (31) representatives representative to the JPCJFC, with each representative having all of whom shall have knowledge and expertise in intellectual property protection finance and strategy shall be at sufficient seniority, experience and having sufficient seniority authority within the applicable such Party to make act on behalf of and bind such Party with respect to decisions arising within the scope of the JPCJFC’s responsibilities, and each JFC representative shall not be a member of any other Committee during any period when such representative is a member of the JFC. As of the Amendment No. 3 Execution Date, Gilead hereby appoints [***], and Arcus hereby appoints [***], in each case, as representatives to the JFC of such Party. The JPC JFC may change its size from time to time if agreed by mutual consent of consensus among its members, ; provided that the JPC JFC shall consist at all times of an equal number of representatives of each of Reata Arcus and ▇▇▇▇▇▇Gilead. The JPC Each Party may replace its JFC representatives at any time upon written approval of the other Party, such approval not to be unreasonably conditioned, withheld or delayed. Either Party 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 JPCJFC with the other Party’s prior approval, provided that such participants are involved approval not to be unreasonably conditioned, withheld or delayed and such non-members shall (i) be subject to confidentiality obligations at least as stringent as those set forth in activities related to Product Candidates or Products ARTICLE XIII and shall (ii) have no voting authority at the JPCJFC. The JPC shall have a chairpersonFor purposes of this Agreement, who shall serve for a term the JFC representative of one year, and who shall be selected alternately, on an annual basis, by Reata or ▇▇▇▇▇▇. The initial chairperson shall be selected by Reata. The role of the chairperson shall be to convene and preside at meetings of the JPC, 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 JPC representatives. The JPC shall have a vice chairperson, who shall serve for a term of one year (and who then each Party shall serve as chairpersonthe Finance Officer of such Party under Section 9.11(b), and who shall be selected alternately, on an annual basis, by ▇▇▇▇▇▇ or Reata. The initial vice chairperson shall be selected by ▇▇▇▇▇▇. 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. The Within [***] days after the Effective Date, the Parties shall establish a Joint Patent Committee joint manufacturing committee (the “JPCJoint 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 JPCJMC, with each representative having knowledge and expertise in intellectual property protection the clinical and strategy commercial Manufacture of products similar to the Optioned Products and having sufficient seniority seniority, experience and authority within the applicable such Party to make act on behalf of and bind such Party with respect to decisions arising within the scope of the JPCJMC’s responsibilities, and each JMC representative shall not be a member of any other Committee during any period when such representative is a member of the JMC. The JPC JMC may change its size from time to time if agreed by mutual consent of consensus among its members, ; provided that the JPC JMC shall consist at all times of an equal number of representatives of each of Reata Arcus and ▇▇▇▇▇▇Gilead. The JPC Each Party may replace its JMC representatives at any time upon written approval of the other Party, such approval not to be unreasonably conditioned, withheld or delayed. Either Party 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 JPC, JMC provided that notice is given to the other Party and such participants are involved non-members shall (i) be subject to confidentiality obligations at least as stringent as those set forth in activities related to Product Candidates or Products ARTICLE XIII and shall (ii) have no voting authority at the JPCJMC. The JPC 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 Reata Arcus or ▇▇▇▇▇▇. The initial chairperson shall be selected by ReataGilead. The role of the chairperson shall be to convene and preside at meetings of the JPC, to prepare and circulate agendas and to ensure the preparation of minutesJMC, but the chairperson shall have no additional powers or rights beyond those held by the other JPC JMC representatives. The JPC 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 ▇▇▇▇▇▇. 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. The Within [*] days after the Effective Date, the Parties shall establish a committee to oversee Development of Product(s) in the Territory in accordance with the Joint Patent Committee Development Plan(s) for such Product(s) and to coordinate the Development activities of the Parties (the “JPCJDC”), provided that primary responsibility for coordinating CMC Development shall be with the JMC. Each Party shall initially appoint three (3) representatives to the JPCJDC, with each representative having knowledge and expertise in intellectual property protection and strategy the development of products similar to the Products and having sufficient seniority within the applicable Party to make decisions arising within with the scope of the JPCJDC’s responsibilities. The JPC JDC may change its size from time to time by mutual consent of its members, provided that the JPC JDC shall consist at all times of an equal number of representatives of each of Reata Medivation and ▇▇▇▇▇▇Partner. Each Party may replace its JDC representatives at any time upon written notice to the other Party. The JPC 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 the JPCJDC, provided that such participants are involved in activities related to Product Candidates Collaboration Molecule or Products and shall have no voting authority at the JPCJDC. The JPC 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 Medivation or ▇▇▇▇▇▇Partner. The initial chairperson shall be selected by ReataMedivation. The role of the chairperson shall be to convene and preside at meetings of the JPCJDC, 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 JPC JDC representatives. The JPC 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 ▇▇▇▇▇▇. 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. The Within [***] days after the Effective Date, the Parties shall establish a Joint Patent Committee joint development committee (the “JPCJoint Development Committee” or “JDC”), which shall have the responsibilities set forth in Section 2.2(b). Each Party shall initially appoint three (3) representatives to the JPCJDC, with each representative having knowledge and expertise in intellectual property protection the development of Molecules and strategy products similar to the Arcus Molecules, Arcus Products, Optioned Molecules and Optioned Products and having sufficient seniority within the applicable such Party to make decisions arising within the scope of the JPCJDC’s responsibilities. The JPC JDC may change its size from time to time if agreed by mutual consent of consensus among its members, ; provided that the JPC JDC shall consist at all times of an equal number of representatives of each of Reata Arcus and ▇▇▇▇▇▇Gilead. The JPC Each Party may replace its JDC representatives at any time upon written notice to the other Party. Either Party 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 JPCJDC with the other Party’s prior approval, provided that such participants are involved approval not to be unreasonably conditioned, withheld or delayed and such non-members shall (i) be subject to confidentiality obligations at least as stringent as those set forth in activities related to Product Candidates or Products ARTICLE XIII and shall (ii) have no voting authority at the JPCJDC. The JPC JDC 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 Reata Arcus or ▇▇▇▇▇▇Gilead. The initial chairperson shall be selected by Reata[***]. The role of the chairperson shall be to convene and preside at meetings of the JPC, to prepare and circulate agendas and to ensure the preparation of minutesJDC, but the chairperson shall have no additional powers or rights beyond those held by the other JPC JDC representatives. The JPC 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 ▇▇▇▇▇▇. 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. The Within [*] days after the Effective Date, the Parties shall establish a Joint Patent Committee committee to oversee Commercialization of Products (other than commercial manufacture and Product distribution, which shall be overseen by the JMC, and medical information activities, which shall be governed by Section 5.11(d)) in the Territory (the “JPCJCC”). Each Party shall initially appoint three (3) representatives to the JPCJCC, with each representative having knowledge and expertise in intellectual property protection and strategy the commercialization of products similar to the Products and having sufficient seniority within the applicable Party to make decisions arising within with the scope of the JPCJCC’s responsibilities. The JPC JCC may change its size from time to time by mutual consent of its members, provided that the JPC JCC shall consist at all times of an equal number of representatives of each of Reata Medivation and ▇▇▇▇▇▇Partner. Each Party may replace its JCC representatives at any time upon written notice to the other Party. The JPC JCC 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 JPCJCC, provided that such participants are involved in activities related to Product Candidates Collaboration Molecules or Products and shall have no voting authority at the JPCJCC. The JPC JCC 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 ReataPartner. The role of the chairperson shall be to convene and preside at meetings of the JPCJCC, 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 JPC JCC representatives. The JPC 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 ▇▇▇▇▇▇. The role of the vice chairperson shall be to consult with and assist the chairperson in the carrying out of the chairperson’s duties.