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 Xxxxxx. The initial chairperson shall be selected by Xxxxxx. 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 Xxxxxx 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 “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 Xxxxxx. 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 Xxxxxx. The initial chairperson shall be selected by XxxxxxReata. 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 Xxxxxx or Reata. The initial vice chairperson shall be selected by ReataXxxxxx. 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 Xxxxxx. 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 Xxxxxx. The initial chairperson shall be selected by XxxxxxReata. 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 Xxxxxx or Reata. The initial vice chairperson shall be selected by ReataXxxxxx. 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 Xxxxxx. The initial chairperson shall be selected by Xxxxxx. 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 Xxxxxx or Reata. The initial vice chairperson shall be selected by ReataXxxxx. 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 Xxxxxx. 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 Xxxxxx. The initial chairperson shall be selected by XxxxxxXxxxx. 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 Xxxxxx or Reata. The initial vice chairperson shall be selected by ReataXxxxxx. The role of the vice chairperson shall be to consult with and assist the chairperson in the carrying out of the chairperson’s duties.