Common use of Formation; Composition Clause in Contracts

Formation; Composition. Within [***] days after the Amendment No. 3 Execution Date, the Parties shall establish a joint finance committee (the “Joint Finance Committee” or “JFC”), which shall have the responsibilities set forth in Section 2.11(b). Each Party shall appoint one (1) representative to the JFC, all of whom shall have knowledge and expertise in finance and shall be at sufficient seniority, experience and authority within such Party to act on behalf of and bind such Party with respect to decisions arising within the scope of the JFC’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 JFC may change its size from time to time if agreed by consensus among its members; provided that the JFC shall consist at all times of an equal number of representatives of each of Arcus and Gilead. 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 to participate in the discussions and meetings of the JFC with the other Party’s prior approval, such 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 ARTICLE XIII and (ii) have no voting authority at the JFC. For purposes of this Agreement, the JFC representative of each Party shall serve as the Finance Officer of such Party under Section 9.11(b).

Formation; Composition. Within Promptly after the Effective Date, and in any event within [***] days after the Amendment No. 3 Execution Effective Date, the Parties shall establish a joint finance research committee (the “Joint Finance Committee” or “JFCJRC”), which ) to govern the Parties’ activities under the Discovery Research Programs and Hit Programs. The JRC shall be composed of up to three (3) representatives designated by each of Kronos and Genentech; the Parties need not have the responsibilities set forth in Section 2.11(b)same number of representatives on the JRC. Each Party shall appoint designate one of its representatives as its primary contact for JRC matters (1) representative to such Party’s “JRC Co-Chair”). The Parties, through their respective Alliance Managers, shall agree on membership of the JFCJRC, all ensuring that representatives are appropriate for the tasks then being undertaken and the stage of whom shall have knowledge and expertise research, in finance and shall be at sufficient terms of their seniority, experience and authority within such Party to act on behalf of and bind such Party with respect to decisions arising within the scope of the JFC’s responsibilitiesfunction in their respective organizations, training, and each JFC representative shall not be a member of any other Committee during any period when such representative is a member of the JFCexperience. 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 JFC may change its size from time to time if agreed by consensus among its members; provided that the JFC shall consist at all times of an equal number of representatives of each of Arcus and Gilead. Each A Party may replace any or all of its JFC JRC representatives (or JRC Co-Chair) at any time upon written approval of by informing the other Party in advance in writing (which may be by email). Once established, the JRC shall meet at least once each Calendar Quarter, and shall meet at such other times as are reasonably requested by either Party, such approval not to be unreasonably conditioned, withheld or delayed. Either Party may invite a reasonable number of other employees, consultants, research contractors, or scientific advisors to attend a JRC meeting in a non-members voting capacity with prior written notice to participate in the discussions and meetings of the JFC with the other Party’s prior approval, ; provided that such approval not to be unreasonably conditioned, withheld or delayed invitees are bound by appropriate confidentiality and such non-members shall (i) be subject to confidentiality invention assignment obligations at least as stringent as those set forth in ARTICLE XIII and (ii) have no voting authority at consistent with the JFC. For purposes terms of this Agreement. Unless otherwise agreed by the Parties, the JFC representative JRC shall meet and operate during the period commencing upon its formation until the latest of each Party (a) termination of the last remaining Discovery Research Program, (b) nomination of a Development Candidate in, or termination of, the last remaining Hit Program, or (c) completion of Program Transition of the last remaining Hit Program conducted by Kronos. Thereafter, the JRC shall serve as cease operations and perform no further functions under this Agreement. Notwithstanding the Finance Officer foregoing, following dissolution of such Party under Section 9.11(b)the JRC, the Parties may mutually agree to re-establish the JRC.

Formation; Composition. Within [***] days after the Amendment No. 3 Execution Effective Date, the Parties shall establish a joint finance manufacturing committee (the “Joint Finance Manufacturing Committee” or “JFCJMC”), which shall have the responsibilities set forth in Section 2.11(b) to oversee Manufacturing related to Optioned Programs (including Optioned Molecules and Optioned Products). Each Party shall appoint one three (13) representative representatives to the JFCJMC, all of whom shall have with each representative having knowledge and expertise in finance the clinical and shall be at commercial Manufacture of products similar to the Optioned Products and having sufficient seniority, experience and authority within such Party to act on behalf of and bind such Party with respect to decisions arising within the scope of the JFCJMC’s responsibilities, and each JFC JMC 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 PartyJMC. The JFC JMC may change its size from time to time if agreed by consensus among its members; provided that the JFC JMC shall consist at all times of an equal number of representatives of each of Arcus and Gilead. Each Party may replace its JFC 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 to participate in the discussions and meetings of the JFC with JMC provided notice is given to the other Party’s prior approval, such approval not to be unreasonably conditioned, withheld or delayed 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 JFCJMC. For purposes of this AgreementThe JMC shall have a chairperson, the JFC representative of each Party who shall serve as for a term of one (1) year, and who shall be selected alternately, on an annual basis, by Arcus or Gilead. The role of the Finance Officer chairperson shall be to convene and preside at meetings of such Party under Section 9.11(b)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 Amendment No. 3 Execution Effective Date, the Parties shall establish a joint finance committee project team for each Designated TF (each, a “JPT”) to conduct the “Joint Finance Committee” or “JFC”)activities overseen by the JRC, which including the identification of the Designated TF. Each JPT shall be composed of such representatives as are designated by each of Kronos and Genentech; the Parties need not have the responsibilities set forth in Section 2.11(b). Each Party shall appoint one (1) representative to the JFC, all of whom shall have knowledge and expertise in finance and shall be at sufficient seniority, experience and authority within such Party to act on behalf of and bind such Party with respect to decisions arising within the scope of the JFC’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 JFC may change its size from time to time if agreed by consensus among its members; provided that the JFC shall consist at all times of an equal same number of representatives on the JPT, and the Parties may have the same representatives serve as JPT members for each of the Discovery Research Programs. For each JPT, each Party shall designate one of its representatives as its primary contact for such JPT’s matters (such Party’s “JPT Co-Chair” for the applicable JPT). The Parties, through their respective Alliance Managers, shall agree on membership of each JPT, ensuring that representatives of Arcus each party are appropriate for the tasks then being undertaken and Gileadthe stage of research, in terms of their seniority, function in their respective organizations, training, and experience. Each A Party may replace any or all of its JFC JPT representatives (or JPT Co-Chair) at any time upon written approval of by informing the other Party in advance in writing (which may be by email). Once established, the JPT shall meet at least once each month (unless otherwise agreed by the Parties), and shall meet at such other times as are reasonably requested by either Party, such approval not to be unreasonably conditioned, withheld or delayed. Either Party may invite a reasonable number of other employees, consultants, research contractors, or scientific advisors to attend a JPT meeting in a non-members voting capacity with prior written notice to participate in the discussions and meetings of the JFC with the other Party’s prior approval, ; provided that such approval not to be unreasonably conditioned, withheld or delayed invitees are bound by appropriate confidentiality and such non-members shall (i) be subject to confidentiality invention assignment obligations at least as stringent as those set forth in ARTICLE XIII and (ii) have no voting authority at consistent with the JFC. For purposes terms of this Agreement. Unless otherwise agreed by the Parties, each JPT shall meet and operate during the period commencing upon its formation until the latest of (a) termination of the applicable Discovery Research Program, (b) nomination of a Development Candidate in, or earlier termination of, the JFC representative last remaining Hit Program for the applicable Designated TRN, or (c) completion of each Party Program Transition of the last remaining Hit Program conducted by Kronos for the applicable Designated TRN. Thereafter, such JPT shall serve as cease operations and perform no further functions under this Agreement. Notwithstanding the Finance Officer foregoing, following dissolution of a JPT, the Parties may mutually agree to re-establish such Party under Section 9.11(b)JPT.