Common use of Formation; Composition Clause in Contracts

Formation; Composition. The Parties shall establish a Joint Executive Committee (the “JEC”). Each Party shall initially appoint up to three (3) representatives to the JEC, each of whom will have sufficient seniority within the applicable Party to make decisions arising within the scope of the JEC’s responsibilities. The Parties’ initial representatives to the JEC are set forth on Schedule 2.3. The JEC may change its size from time to time by mutual consent of its members. The JEC 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 JEC, provided that such participants shall have no voting authority at the JEC. The JEC 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 ▇▇▇▇▇▇. The role of the chairperson shall be to convene and preside at meetings of the JEC, 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 JEC representatives. The JEC 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 Reata. 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 Promptly following the designation of a Product Candidate, the Parties shall establish a Joint Executive Marketing Committee for such Product Candidate and Products containing such Product Candidate (the each, a “JECJMC”). The Parties contemplate that there will be a separate JMC for each Product Candidate. Each Party shall initially appoint up to three (3) representatives to each JMC, with each representative having knowledge and expertise in the JEC, each commercialization of whom will have products similar to the Products and having sufficient seniority within the applicable Party to make decisions arising within with the scope of the JECsuch JMC’s responsibilities. The Parties’ initial representatives to the JEC are set forth on Schedule 2.3. The JEC Each JMC may change its size from time to time by mutual consent of its members, provided that such JMC shall consist at all times of an equal number of representatives of each of Reata and ▇▇▇▇▇▇. The JEC Each 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 JECsuch JMC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JECon such JMC. The JEC Each JMC 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 for the JMC for the first Product Candidate shall be selected by ▇▇▇▇▇▇, and the initial chairperson for the JMC for the second Product Candidate shall be selected by Reata, with the initial chairperson for JMC for each later Product Candidate to be selected by alternating Parties. The role of the chairperson shall be to convene and preside at meetings of the JECapplicable 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 JEC JMC representatives. The JEC Each JMC 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 for the JMC for the first Product Candidate shall be selected by Reata, and the initial chairperson for the JMC for the second Product Candidate shall be selected by ▇▇▇▇▇▇, with the initial chairperson for JMC for each later Product Candidate to be selected by alternating Parties. 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 Parties shall establish a Joint Executive Patent Committee (the “JECJPC”). Each Party shall initially appoint up to three (3) representatives to the JECJPC, with each of whom will have 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 JECJPC’s responsibilities. The Parties’ initial representatives to the JEC are set forth on Schedule 2.3. The JEC 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 JEC 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 JECJPC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JECJPC. The JEC 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 JECJPC, 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 JEC JPC representatives. The JEC 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 Reata▇▇▇▇▇▇. 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 Parties shall establish a Joint Executive Committee Research and Development Incubator (the “JECJRDI”). The initial representatives of the JRDI are set forth on Schedule 2.4. Each Party initially shall initially appoint up to three have four (34) representatives to the JECJRDI, with each representative having knowledge and sufficient expertise in research and early stage development of whom will have products similar to the Products and having sufficient seniority within the applicable Party to make decisions arising within with the scope of the JECJRDI’s responsibilities, including one (1) research and discovery leader, one (1) pre-clinical leader, one (1) clinical leader and one (1) regulatory leader from each Party who have multi-therapeutic responsibilities within such Party. The Parties’ initial representatives to the JEC are set forth on Schedule 2.3. The JEC JRDI may change its size from time to time by mutual consent of its members, provided that the JRDI shall consist at all times of an equal number of representatives of each of Reata and ▇▇▇▇▇▇. The JEC JRDI 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 JECJRDI, provided that such participants are involved in activities related to the Research Collaboration and shall have no voting authority at the JECJRDI. The JEC JRDI 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 JECJRDI, 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 JEC JRDI representatives. The JEC JRDI 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 Reata▇▇▇▇▇▇. 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 Promptly following the first EOP2 Meeting for a Product Candidate, the Parties shall establish a Joint Executive Supply Committee (the “JECJSC”). Each Party shall initially appoint up to three (3) representatives to the JECJSC, with each representative having knowledge and expertise in the manufacturing of whom will have products similar to the Products and having sufficient seniority within the applicable Party to make decisions arising within with the scope of the JECJSC’s responsibilities. The Parties’ initial representatives to the JEC are set forth on Schedule 2.3. The JEC JSC may change its size from time to time by mutual consent of its members, provided that the JSC shall consist at all times of an equal number of representatives of each of Reata and ▇▇▇▇▇▇. The JEC JSC 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 JECJSC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at on the JECJSC. The JEC JSC 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 for the Joint Supply Committee shall be selected by ▇▇▇▇▇▇. The role of the chairperson shall be to convene and preside at meetings of the JECJSC, 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 JEC JSC representatives. The JEC JSC 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 for the Joint Supply Committee shall be selected by Reata. 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 Promptly following the designation of a Product Candidate for a particular Indication, the Parties shall establish a separate Joint Executive Development Committee for such Product Candidate (the each, a “JECJDC”). The Parties contemplate that there will be a separate JDC for each Product Candidate. Each Party shall initially appoint up to three (3) representatives to each JDC, with each representative having knowledge and expertise in the JEC, each development of whom will have products similar to the applicable Product Candidate and having sufficient seniority within the applicable Party to make decisions arising within with the scope of the JECeach JDC’s responsibilities, and at least one (1) of whom shall have expertise in regulatory affairs. The Parties’ initial representatives to the JEC are set forth on Schedule 2.3. The JEC Each JDC may change its size from time to time by mutual consent of its members, provided that each JDC shall consist at all times of an equal number of representatives of each of Reata and ▇▇▇▇▇▇. The JEC Each 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 JECsuch JDC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JECon such JDC. The JEC Parties intend for one (1) representative of the applicable JMC from each Party to attend the regular JDC meetings. Each 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 or ▇▇▇▇▇▇. The initial chairperson for the JDC for the first Product Candidate shall be selected by Reata, and the initial chairperson for the JDC for the second Product Candidate shall be selected by ▇▇▇▇▇▇, with the initial chairperson for each later Product Candidate to be selected by alternating Parties. The role of the chairperson shall be to convene and preside at meetings of the JECapplicable JDC, 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 JEC JDC representatives. The JEC Each JDC 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 for the JDC for the first Product Candidate shall be selected by ▇▇▇▇▇▇, and the initial chairperson for the JDC for the second Product Candidate shall be selected by Reata, with the initial chairperson for each later Product Candidate to be selected by alternating Parties. 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 Promptly following the designation of a Product Candidate, the Parties shall establish a Joint Executive Marketing Committee for such Product Candidate and Products containing such Product Candidate (the “JECeach, a “ JMC ”). The Parties contemplate that there will be a separate JMC for each Product Candidate. Each Party shall initially appoint up to three (3) representatives to each JMC, with each representative having knowledge and expertise in the JEC, each commercialization of whom will have products similar to the Products and having sufficient seniority within the applicable Party to make decisions arising within with the scope of the JECsuch JMC’s responsibilities. The Parties’ initial representatives to the JEC are set forth on Schedule 2.3. The JEC Each JMC may change its size from time to time by mutual consent of its members, provided that such JMC shall consist at all times of an equal number of representatives of each of Reata and ▇▇▇▇▇▇. The JEC Each 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 JECsuch JMC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JECon such JMC. The JEC Each JMC 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 for the JMC for the first Product Candidate shall be selected by ▇▇▇▇▇▇, and the initial chairperson for the JMC for the second Product Candidate shall be selected by ▇▇▇▇▇, with the initial chairperson for JMC for each later Product Candidate to be selected by alternating Parties. The role of the chairperson shall be to convene and preside at meetings of the JECapplicable 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 JEC JMC representatives. The JEC Each JMC shall have a vice chairperson, who shall serve for a Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that the Company treats as private or confidential. These redacted terms have been marked in this Exhibit with three asterisks [***]. 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 for the JMC for the first Product Candidate shall be selected by Reata▇▇▇▇▇, and the initial chairperson for the JMC for the second Product Candidate shall be selected by ▇▇▇▇▇▇, with the initial chairperson for JMC for each later Product Candidate to be selected by alternating Parties. 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 Parties shall establish a Joint Executive Committee Research and Development Incubator (the “JEC“ JRDI ”). The initial representatives of the JRDI are set forth on Schedule 2.4 . Each Party initially shall initially appoint up to three have four (34) representatives to the JECJRDI, with each representative having knowledge and sufficient expertise in research and early stage development of whom will have products similar to the Products and having sufficient seniority within the applicable Party to make decisions arising within with the scope of the JECJRDI’s responsibilities, including one (1) research and discovery leader, one (1) pre-clinical leader, one (1) clinical leader and one (1) regulatory leader from each Party who have multi-therapeutic responsibilities within such Party. The Parties’ initial representatives to the JEC are set forth on Schedule 2.3. The JEC JRDI may change its size from time to time by mutual consent of its members, provided that the JRDI shall consist at all times of an equal number of representatives of each of Reata and ▇▇▇▇▇▇. The JEC JRDI may invite non-members (including consultants and advisors of a Party who are under an obligation of confidentiality consistent Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that the Company treats as private or confidential. These redacted terms have been marked in this Exhibit with three asterisks [***]. with this Agreement) to participate in the discussions and meetings of the JECJRDI, provided that such participants are involved in activities related to the Research Collaboration and shall have no voting authority at the JECJRDI. The JEC JRDI 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 ▇▇▇▇▇▇. The role of the chairperson shall be to convene and preside at meetings of the JECJRDI, 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 JEC JRDI representatives. The JEC JRDI 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 Reata▇▇▇▇▇▇. 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 Parties shall establish a Joint Executive Patent Committee (the “JEC“ JPC ”). Each Party shall initially appoint up to three (3) representatives to the JECJPC, with each of whom will have 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 JECJPC’s responsibilities. The Parties’ initial representatives to the JEC are set forth on Schedule 2.3. The JEC 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 JEC 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 JECJPC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JECJPC. The JEC 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 ▇▇▇▇▇▇. The role of the chairperson shall be to convene and preside at meetings of the JECJPC, 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 JEC JPC representatives. The JEC 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 Reata▇▇▇▇▇▇. 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 Parties shall establish a Joint Executive Committee (the “JEC“ JEC ”). Each Party shall initially appoint up to three (3) representatives to the JEC, each of whom will have sufficient seniority within the applicable Party to make decisions arising within the scope of the JEC’s responsibilities. The Parties’ initial representatives to the JEC are set forth on Schedule 2.32.3 . The JEC may change its size from time to time by mutual consent of its members. The JEC 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 JEC, provided that such participants shall have no voting authority at the JEC. The JEC 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 ▇▇▇▇▇▇. The role of the chairperson shall be to convene and preside at meetings of the JEC, 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 JEC representatives. The JEC 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 Reata▇▇▇▇▇. 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 Promptly following the designation of a Product Candidate for a particular Indication, the Parties shall establish a separate Joint Executive Development Committee for such Product Candidate (the “JECeach, a “ JDC ”). The Parties contemplate that there will be a separate JDC for each Product Candidate. Each Party shall initially appoint up to three (3) representatives to each JDC, with each representative having knowledge and expertise in the JEC, each development of whom will have products similar to the applicable Product Candidate and having sufficient seniority within the applicable Party to make decisions arising within with the scope of the JECeach JDC’s responsibilities, and at least one (1) of whom shall have expertise in regulatory affairs. The Parties’ initial representatives to the JEC are set forth on Schedule 2.3. The JEC Each JDC may change its size from time to time by mutual consent of its members, provided that each JDC shall consist at all times of an equal number of representatives of each of Reata and ▇▇▇▇▇▇. The JEC Each 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 JECsuch JDC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JECon such JDC. The JEC Parties intend for one (1) representative of the applicable JMC from each Party to attend the regular JDC meetings. Each 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 or ▇▇▇▇▇▇. The initial chairperson for the JDC for the first Product Candidate shall be selected by ▇▇▇▇▇, and the initial chairperson for the JDC for the second Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that the Company treats as private or confidential. These redacted terms have been marked in this Exhibit with three asterisks [***]. Product Candidate shall be selected by ▇▇▇▇▇▇, with the initial chairperson for each later Product Candidate to be selected by alternating Parties. The role of the chairperson shall be to convene and preside at meetings of the JECapplicable JDC, 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 JEC JDC representatives. The JEC Each JDC 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 for the JDC for the first Product Candidate shall be selected by ▇▇▇▇▇▇, and the initial chairperson for the JDC for the second Product Candidate shall be selected by Reata, with the initial chairperson for each later Product Candidate to be selected by alternating Parties. 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 Promptly following the first EOP2 Meeting for a Product Candidate, the Parties shall establish a Joint Executive Supply Committee (the “JEC“ JSC ”). Each Party shall initially appoint up to three (3) representatives to the JECJSC, with each representative having knowledge and expertise in the manufacturing of whom will have products similar to the Products and having sufficient seniority within the applicable Party to make decisions arising within with the scope of the JECJSC’s responsibilities. The Parties’ initial representatives to the JEC are set forth on Schedule 2.3. The JEC JSC may change its size from time to time by mutual consent of its members, provided that the JSC shall consist at all times of an equal number of representatives of each of Reata and ▇▇▇▇▇▇. The JEC JSC may invite non-members (including consultants and advisors of a Party who are under an obligation of confidentiality consistent 50 Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that the Company treats as private or confidential. These redacted terms have been marked in this Exhibit with three asterisks [***]. with this Agreement) to participate in the discussions and meetings of the JECJSC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at on the JECJSC. The JEC JSC 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 for the Joint Supply Committee shall be selected by ▇▇▇▇▇▇. The role of the chairperson shall be to convene and preside at meetings of the JECJSC, 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 JEC JSC representatives. The JEC JSC 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 for the Joint Supply Committee shall be selected by Reata. The role of the vice chairperson shall be to consult with and assist the chairperson in the carrying out of the chairperson’s duties.