Common use of Formation; Composition Clause in Contracts

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.

Formation; Composition. Within [***] days after the Effective Date, the Parties shall establish a joint manufacturing committee to coordinate the Manufacturing activities related to the Development and Commercialization of Licensed Compound and Licensed Products (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 manufacturing and commercial Manufacture of products similar to the Optioned Products supply chain, and having sufficient seniority within such the applicable 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 memberstime; provided provided, that the JMC shall consist at all times of an equal number of representatives of each of Arcus and GileadParty. Each Party may replace any of its JMC representatives with a qualified employee of such Party at any time upon written notice to the other Party. Either Party The JMC may invite non-members to participate in the discussions and meetings of the JMC provided notice is given to the other Party and JMC; provided, that such non-members participants 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 JMCJMC and shall be bound by the confidentiality obligations no less stringent than those provided in this Agreement. The JMC shall have a chairpersontwo (2) co-chairpersons, 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 [***]from each Party. The role of the chairperson co-chairpersons shall be to convene and preside at meetings of such JMC. The Alliance Manager shall work with the JMC, but co-chairpersons to prepare and circulate agendas and to ensure the chairperson preparation of minutes. The co-chairpersons shall have no additional powers or rights beyond those held by the other JMC representatives.

Formation; Composition. Within Each Party shall initially appoint [***] 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 JMCJMAC, with each representative having knowledge and expertise in the clinical and commercial Manufacture of working with products similar to the Optioned Licensed Products and having sufficient seniority within such the applicable Party to make decisions arising within the scope of the JMCJMAC’s responsibilities. The JMC JMAC may change its size from time to time if agreed by consensus among mutual consent of its members; , provided that the JMC JMAC shall consist at all times of an equal number of representatives of each of Arcus BPM and GileadRoche. Each Party may replace its JMC JMAC representatives at any time upon written notice to the other Party. Either Party In addition, JMAC 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 JMAC for the applicable meeting). The JMAC may invite non-members to participate in the discussions and meetings of the JMC JMAC, provided notice is given to the other Party and that such non-members participants 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 JMCJMAC. The JMC JMAC shall have a chairperson, who shall serve for a term of one (1) year, and chairperson who shall be selected alternately, on an annual basis, by Arcus BPM or GileadRoche. The initial chairperson shall be selected by [***]. The role of the chairperson shall be to convene and preside at meetings of the JMCJMAC and to ensure the preparation of minutes, but the chairperson shall have no additional powers or rights beyond those held by the other JMC JMAC representatives.

Formation; Composition. Within [***] days after the Effective Date, the Parties shall establish a joint committee to oversee CMC Development activities and manufacturing committee of clinical and commercial supplies of Products (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 manufacturing of products similar to the Optioned Products and having sufficient seniority within such the applicable Party to make decisions arising within with the scope of the JMC’s responsibilities. The JMC may change its size from time to time if agreed by consensus among mutual consent of its members; , provided that the JMC shall consist at all times of an equal number of representatives of each of Arcus Medivation and GileadPartner. Each Party may replace its JMC representatives at any time upon written notice to the other Party. Either Party The JMC 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 JMC JMC, provided notice is given that such participants are involved in activities related to the other Party Collaboration Molecules or Products 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 [***]Partner. The role of the chairperson shall be to convene and preside at meetings of the JMC, 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 JMC representatives.