Common use of Formation; Composition Clause in Contracts

Formation; Composition. Promptly following the designation of a Product Candidate for a particular Indication, the Parties shall establish a separate Joint Development Committee for such Product Candidate (each, a “JDC”). The Parties contemplate that there will be a separate JDC for each Product Candidate. Each Party shall initially appoint three (3) representatives to each JDC, with each representative having knowledge and expertise in the development of products similar to the applicable Product Candidate and having sufficient seniority within the applicable Party to make decisions arising with the scope of each JDC’s responsibilities, and at least one (1) of whom shall have expertise in regulatory affairs. 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 ▇▇▇▇▇▇. 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 such JDC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority on such JDC. The 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 applicable 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 JDC representatives. 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. Promptly following the designation of first EOP2 Meeting for a Product Candidate for a particular IndicationCandidate, the Parties shall establish a separate Joint Development Supply Committee for such Product Candidate (each, a the “JDCJSC”). The Parties contemplate that there will be a separate JDC for each Product Candidate. Each Party shall initially appoint three (3) representatives to each JDCthe JSC, with each representative having knowledge and expertise in the development manufacturing of products similar to the applicable Product Candidate Products and having sufficient seniority within the applicable Party to make decisions arising with the scope of each JDCthe JSC’s responsibilities, and at least one (1) of whom shall have expertise in regulatory affairs. Each JDC The JSC may change its size from time to time by mutual consent of its members, provided that each JDC the JSC shall consist at all times of an equal number of representatives of each of Reata and ▇▇▇▇▇▇. Each JDC The 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 such JDCthe JSC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority on such JDCthe JSC. The Parties intend for one (1) representative of the applicable JMC from each Party to attend the regular JDC meetings. Each JDC 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 JDC for the first Product Candidate shall be selected by Reata, and the initial chairperson for the JDC for the second Product Candidate Joint Supply Committee 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 applicable JDCJSC, 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 JDC JSC representatives. Each JDC The 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 JDC for the first Product Candidate shall be selected by ▇▇▇▇▇▇, and the initial chairperson for the JDC for the second Product Candidate Joint Supply Committee 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. Promptly following the designation of a Product Candidate for a particular Indication, the Parties shall establish a separate Joint Development Committee for such Product Candidate (each, a “JDC“ JDC ”). The Parties contemplate that there will be a separate JDC for each Product Candidate. Each Party shall initially appoint three (3) representatives to each JDC, with each representative having knowledge and expertise in the development of products similar to the applicable Product Candidate and having sufficient seniority within the applicable Party to make decisions arising with the scope of each JDC’s responsibilities, and at least one (1) of whom shall have expertise in regulatory affairs. 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 ▇▇▇▇▇▇. 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 such JDC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority on such JDC. The 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 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 applicable 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 JDC representatives. 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. Promptly following the designation of a Product Candidate for a particular IndicationCandidate, the Parties shall establish a separate Joint Development Marketing Committee for such Product Candidate and Products containing such Product Candidate (each, a “JDC“ JMC ”). The Parties contemplate that there will be a separate JDC JMC for each Product Candidate. Each Party shall initially appoint three (3) representatives to each JDCJMC, with each representative having knowledge and expertise in the development commercialization of products similar to the applicable Product Candidate Products and having sufficient seniority within the applicable Party to make decisions arising with the scope of each JDCsuch JMC’s responsibilities, and at least one (1) of whom shall have expertise in regulatory affairs. Each JDC JMC may change its size from time to time by mutual consent of its members, provided that each JDC such JMC shall consist at all times of an equal number of representatives of each of Reata and ▇▇▇▇▇▇. Each JDC 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 such JDCJMC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority on such JDC. The Parties intend for one (1) representative of the applicable JMC from each Party to attend the regular JDC meetingsJMC. Each JDC 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 JDC JMC for the first Product Candidate shall be selected by Reata▇▇▇▇▇▇, and the initial chairperson for the JDC 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 applicable JDCJMC, 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 JDC JMC representatives. Each JDC 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 JDC JMC for the first Product Candidate shall be selected by ▇▇▇▇▇▇, and the initial chairperson for the JDC 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 vice chairperson shall be to consult with and assist the chairperson in the carrying out of the chairperson’s duties.

Formation; Composition. Promptly following the designation of first EOP2 Meeting for a Product Candidate for a particular IndicationCandidate, the Parties shall establish a separate Joint Development Supply Committee for such Product Candidate (each, a “JDCthe “ JSC ”). The Parties contemplate that there will be a separate JDC for each Product Candidate. Each Party shall initially appoint three (3) representatives to each JDCthe JSC, with each representative having knowledge and expertise in the development manufacturing of products similar to the applicable Product Candidate Products and having sufficient seniority within the applicable Party to make decisions arising with the scope of each JDCthe JSC’s responsibilities, and at least one (1) of whom shall have expertise in regulatory affairs. Each JDC The JSC may change its size from time to time by mutual consent of its members, provided that each JDC the JSC shall consist at all times of an equal number of representatives of each of Reata and ▇▇▇▇▇▇. Each JDC The 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 such JDCthe JSC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority on such JDCthe JSC. The Parties intend for one (1) representative of the applicable JMC from each Party to attend the regular JDC meetings. Each JDC 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 JDC for the first Product Candidate shall be selected by Reata, and the initial chairperson for the JDC for the second Product Candidate Joint Supply Committee 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 applicable JDCJSC, 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 JDC JSC representatives. Each JDC The 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 JDC for the first Product Candidate shall be selected by ▇▇▇▇▇▇, and the initial chairperson for the JDC for the second Product Candidate Joint Supply Committee 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. Promptly following the designation of a Product Candidate for a particular Indication, the The Parties shall establish a separate Joint Research and Development Committee for such Product Candidate Incubator (each, a “JDCthe “ JRDI ”). The Parties contemplate that there will be a separate JDC for each Product Candidateinitial representatives of the JRDI are set forth on Schedule 2.4 . Each Party initially shall initially appoint three have four (34) representatives to each JDCthe JRDI, with each representative having knowledge and sufficient expertise in the research and early stage development of products similar to the applicable Product Candidate Products and having sufficient seniority within the applicable Party to make decisions arising with the scope of each JDCthe JRDI’s responsibilities, and at least including one (1) of whom shall research and discovery leader, one (1) pre-clinical leader, one (1) clinical leader and one (1) regulatory leader from each Party who have expertise in regulatory affairsmulti-therapeutic responsibilities within such Party. Each JDC The JRDI may change its size from time to time by mutual consent of its members, provided that each JDC the JRDI shall consist at all times of an equal number of representatives of each of Reata and ▇▇▇▇▇▇. Each JDC The 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 such JDCthe JRDI, provided that such participants are involved in activities related to Product Candidates or Products the Research Collaboration and shall have no voting authority on such JDCat the JRDI. The Parties intend for one (1) representative of the applicable JMC from each Party to attend the regular JDC meetings. Each JDC 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 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 applicable JDCJRDI, 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 JDC JRDI representatives. Each JDC The 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 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.