Common use of Formation; Composition Clause in Contracts

Formation; Composition. Within [***] after the Effective Date, the Parties shall establish a joint project team for each Designated TF (each, a “JPT”) to conduct the activities overseen by the JRC, 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 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 each party are appropriate for the tasks then being undertaken and the stage of research, in terms of their seniority, function in their respective organizations, training, and experience. A Party may replace any or all of its JPT representatives (or JPT Co-Chair) at any time 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. Either Party may invite a reasonable number of other employees, consultants, research contractors, or scientific advisors to attend a JPT meeting in a non-voting capacity with prior written notice to the other Party; provided that such invitees are bound by appropriate confidentiality and invention assignment obligations consistent with the 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 last remaining Hit Program for the applicable Designated TRN, or (c) completion of Program Transition of the last remaining Hit Program conducted by Kronos for the applicable Designated TRN. Thereafter, such JPT shall cease operations and perform no further functions under this Agreement. Notwithstanding the foregoing, following dissolution of a JPT, the Parties may mutually agree to re-establish such JPT.

Formation; Composition. Within [***] days after the Effective Date, the Parties shall establish a joint project team for development committee (the “Joint Development Committee” or “JDC”), which shall have the responsibilities set forth in Section 2.2(b). Each Party shall initially appoint three (3) representatives to the JDC, with each Designated TF (eachrepresentative having knowledge and expertise in the development of Molecules and products similar to the Arcus Molecules, a “JPT”) Arcus Products, Optioned Molecules and Optioned Products and having sufficient seniority within such Party to conduct make decisions arising within the activities overseen by the JRC, including the identification scope of the Designated TFJDC’s responsibilities. Each JPT The JDC may change its size from time to time if agreed by consensus among its members; provided that the JDC shall be composed consist at all times of such representatives as are designated by each of Kronos and Genentech; the Parties need not have the same an equal number of representatives on the JPT, and the Parties may have the same representatives serve as JPT members for of each of the Discovery Research ProgramsArcus and Gilead. 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 each party are appropriate for the tasks then being undertaken and the stage of research, in terms of their seniority, function in their respective organizations, training, and experience. A Each Party may replace any or all of its JPT JDC representatives (or JPT Co-Chair) at any time by informing upon written notice to 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. Either Party may invite a reasonable number of other employees, consultants, research contractors, or scientific advisors to attend a JPT meeting in a non-voting capacity members to participate in the discussions and meetings of the JDC with prior written notice to the other Party; provided that ’s prior approval, such invitees are bound 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 JDC. The JDC 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 appropriate confidentiality Arcus or Gilead. The initial chairperson shall be selected by [***]. The role of the chairperson shall be to convene and invention assignment obligations consistent with preside at meetings of the terms of this Agreement. Unless otherwise agreed JDC, but the chairperson shall have no additional powers or rights beyond those held 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 last remaining Hit Program for the applicable Designated TRN, or (c) completion of Program Transition of the last remaining Hit Program conducted by Kronos for the applicable Designated TRN. Thereafter, such JPT shall cease operations and perform no further functions under this Agreement. Notwithstanding the foregoing, following dissolution of a JPT, the Parties may mutually agree to re-establish such JPTother JDC representatives.

Formation; Composition. Within [***] days after the Effective Amendment No. 3 Execution Date, the Parties shall establish a joint project team for each Designated TF finance committee (eachthe “Joint Finance Committee” or “JFC”), a “JPT”which shall have the responsibilities set forth in Section 2.11(b). Each Party shall appoint one (1) representative to conduct the activities overseen by 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 JRC, including the identification scope of the Designated TFJFC’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. Each JPT shall be composed 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 representatives as are designated Party. The JFC may change its size from time to time if agreed by each consensus among its members; provided that the JFC shall consist at all times of Kronos and Genentech; the Parties need not have the same an equal number of representatives on the JPT, and the Parties may have the same representatives serve as JPT members for of each of the Discovery Research ProgramsArcus and Gilead. 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 each party are appropriate for the tasks then being undertaken and the stage of research, in terms of their seniority, function in their respective organizations, training, and experience. A Each Party may replace any or all of its JPT JFC representatives (or JPT Co-Chair) at any time by informing upon written approval of the other Party in advance in writing (which may Party, such approval not to be by email). Once establishedunreasonably conditioned, 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 Partywithheld 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-voting capacity members to participate in the discussions and meetings of the JFC with prior written notice to the other Party; provided that ’s prior approval, such invitees are bound by appropriate 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 invention assignment obligations consistent with (ii) have no voting authority at the terms JFC. For purposes 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 last remaining Hit Program for JFC representative of each Party shall serve as the applicable Designated TRN, or (c) completion Finance Officer of Program Transition of the last remaining Hit Program conducted by Kronos for the applicable Designated TRN. Thereafter, such JPT shall cease operations and perform no further functions Party under this Agreement. Notwithstanding the foregoing, following dissolution of a JPT, the Parties may mutually agree to re-establish such JPTSection 9.11(b).

Formation; Composition. Within [***] days after the Effective Date, the Parties shall establish a joint project team for each Designated TF manufacturing committee (each, a the “JPTJoint Manufacturing Committee” or “JMC”) to conduct oversee Manufacturing related to Optioned Programs (including Optioned Molecules and Optioned Products). Each Party shall appoint three (3) representatives to the activities overseen by JMC, with each representative having knowledge and expertise in the JRCclinical and commercial Manufacture of products similar to the Optioned Products and having sufficient seniority, including experience and authority within such Party to act on behalf of and bind such Party with respect to decisions arising within the identification scope of the Designated TFJMC’s responsibilities, and each JMC representative shall not be a member of any other Committee during any period when such representative is a member of the JMC. Each JPT The JMC may change its size from time to time if agreed by consensus among its members; provided that the JMC shall be composed consist at all times of such representatives as are designated by each of Kronos and Genentech; the Parties need not have the same an equal number of representatives on the JPT, and the Parties may have the same representatives serve as JPT members for of each of the Discovery Research ProgramsArcus and Gilead. 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 each party are appropriate for the tasks then being undertaken and the stage of research, in terms of their seniority, function in their respective organizations, training, and experience. A Each Party may replace any or all of its JPT JMC representatives (or JPT Co-Chair) at any time by informing upon written approval of the other Party in advance in writing (which may Party, such approval not to be by email). Once establishedunreasonably conditioned, 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 Partywithheld 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-voting capacity with prior written members to participate in the discussions and meetings of the JMC provided notice is given to the other Party; provided that Party and such invitees are bound 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 appropriate confidentiality Arcus or Gilead. The role of the chairperson shall be to convene and invention assignment obligations consistent with preside at meetings of the terms of this Agreement. Unless otherwise agreed JMC, but the chairperson shall have no additional powers or rights beyond those held 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 last remaining Hit Program for the applicable Designated TRN, or (c) completion of Program Transition of the last remaining Hit Program conducted by Kronos for the applicable Designated TRN. Thereafter, such JPT shall cease operations and perform no further functions under this Agreement. Notwithstanding the foregoing, following dissolution of a JPT, the Parties may mutually agree to re-establish such JPTother JMC representatives.”

Formation; Composition. Within No later than [***] after months prior to the Effective Dateanticipated first commercial launch in the Shared Territory of the first Joint Product (or by such other date as mutually agreed by the Parties), the Parties shall establish a joint project team for each Designated TF commercialization committee (each, a the “JPTJoint Commercialization Committee” or “JCC”) to conduct oversee Commercialization of Joint Products in the activities overseen by Shared Territory. Each Party shall initially appoint three (3) representatives to the JRCJCC, including with each representative having knowledge and expertise in the identification commercialization of products similar to the Joint Products and having sufficient seniority within such Party to make decisions arising within the scope of the Designated TFJCC’s responsibilities. Each JPT The JCC may change its size from time to time if agreed by consensus among its members; provided that the JCC shall be composed consist at all times of such representatives as are designated by each of Kronos and Genentech; the Parties need not have the same an equal number of representatives on the JPT, and the Parties may have the same representatives serve as JPT members for of each of the Discovery Research ProgramsArcus and Gilead. 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 each party are appropriate for the tasks then being undertaken and the stage of research, in terms of their seniority, function in their respective organizations, training, and experience. A Each Party may replace any or all of its JPT JCC representatives (or JPT Co-Chair) at any time by informing upon written notice to 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. Either Party may invite a reasonable number of other employees, consultants, research contractors, or scientific advisors to attend a JPT meeting in a non-voting capacity members to participate in the discussions and meetings of the JCC with prior written notice to the other Party; provided that ’s prior approval, such invitees are bound by appropriate 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 invention assignment obligations consistent with (ii) have no voting authority at the terms JCC. The JCC shall have a chairperson, [***]. The role of this Agreement. Unless otherwise agreed the chairperson shall be to convene and preside at meetings of the JCC, but the chairperson shall have no additional powers or rights beyond those held 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 last remaining Hit Program for the applicable Designated TRN, or (c) completion of Program Transition of the last remaining Hit Program conducted by Kronos for the applicable Designated TRN. Thereafter, such JPT shall cease operations and perform no further functions under this Agreement. Notwithstanding the foregoing, following dissolution of a JPT, the Parties may mutually agree to re-establish such JPTother JCC representatives.

Formation; Composition. Within Promptly after the Effective Date, and in any event within [***] after the Effective Date, the Parties shall establish a joint project team for each Designated TF research committee (each, a the “JPTJRC”) to conduct govern the Parties’ activities overseen by under the JRC, including the identification of the Designated TFDiscovery Research Programs and Hit Programs. Each JPT The JRC shall be composed of such up to three (3) representatives as are designated by each of Kronos and Genentech; the Parties need not have the 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 ProgramsJRC. For each JPT, each Each Party shall designate one of its representatives as its primary contact for such JPT’s JRC matters (such Party’s “JPT JRC Co-Chair” for the applicable JPT”). The Parties, through their respective Alliance Managers, shall agree on membership of each JPTthe JRC, ensuring that representatives of each party are appropriate for the tasks then being undertaken and the stage of research, in terms of their seniority, function in their respective organizations, training, and experience. A Party may replace any or all of its JPT JRC representatives (or JPT JRC Co-Chair) at any time by informing the other Party in advance in writing (which may be by email). Once established, the JPT JRC shall meet at least once each month (unless otherwise agreed by the Parties)Calendar Quarter, and shall meet at such other times as are reasonably requested by either Party. Either Party may invite a reasonable number of other employees, consultants, research contractors, or scientific advisors to attend a JPT JRC meeting in a non-voting capacity with prior written notice to the other Party; provided that such invitees are bound by appropriate confidentiality and invention assignment obligations consistent with the terms of this Agreement. Unless otherwise agreed by the Parties, each JPT the JRC shall meet and operate during the period commencing upon its formation until the latest of (a) termination of the applicable last remaining Discovery Research Program, (b) nomination of a Development Candidate in, or earlier termination of, the last remaining Hit Program for the applicable Designated TRNProgram, or (c) completion of Program Transition of the last remaining Hit Program conducted by Kronos for the applicable Designated TRNKronos. Thereafter, such JPT the JRC shall cease operations and perform no further functions under this Agreement. Notwithstanding the foregoing, following dissolution of a JPTthe JRC, the Parties may mutually agree to re-establish such JPTthe JRC.