Key Member Clause Samples
The Key Member clause identifies specific individuals within a party’s team whose participation is considered essential to the performance of the contract. It typically requires that these named individuals remain actively involved in the project and may restrict their replacement without the other party’s consent, ensuring continuity and maintaining the agreed-upon expertise. This clause helps prevent disruptions or declines in quality that could arise if critical personnel are removed or substituted, thereby safeguarding the interests of the party relying on those key individuals.
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Key Member. Dr. Kubota shall be a key member of the Acucela team for the Development efforts under the Development Plan, as well as a Co-Chair of the JDC. The Parties acknowledge that the contribution of Dr. Kubota at all times until Otsuka receives FDA approval of an NDA for a Collaboration Product in the Initial Indication in the United States (the “Key Milestone”) is essential to Otsuka and his continued retention by and service to Acucela as the Chief Executive Officer of Acucela and as on an ongoing, active member in the Acucela development team and as a Co-Chair of the JDC until the achievement of the Key Milestone is a material inducement to Otsuka to its acceptance and performance of its obligations hereunder. Therefore, if (i) Dr. Kubota is removed or resigns as the Chief Executive Officer of Acucela, or (ii) his employment with Acucela ends, for whatever reason prior to the achievement of the Key Milestone, or (iii) if, in Otsuka’s reasonable judgment, Dr. Kubota ceases to act (A) as an ongoing, active member of the Acucela development team, or (B) as a Co-Chair of the JDC, then Otsuka may, at its sole discretion, either (x) terminate this Agreement for cause without further cost or expense by giving Acucela written notice, (y) continue this Agreement without any change or amendment of the terms hereof, or (z) continue this Agreement but assume all or part of Acucela’s primary responsibilities and roles under Section 3.2.4(a), in which Acucela shall cooperate with reasonable requests by Otsuka to achieve a smooth and orderly transition to Otsuka of the responsibilities and roles assumed by Otsuka, including making its personnel and consultants reasonably available to Otsuka, and, to the extent requested by Otsuka, assigning each agreement with a Third Party then in effect to Otsuka. The forgoing notwithstanding, in the case in which Otsuka, in its reasonable judgment, believes Dr. Kubota has ceased to act as an ongoing, active member of Acucela’s development team (the “Activity Cessation”), prior to exercising any of its rights under this Section 3.5 on account of such Activity Cessation, Otsuka shall notify Dr. Kubota in writing of its belief and permit Dr. Kubota a period of fifteen (15) days from receipt of such notice from Otsuka the opportunity to resume acting as an ongoing, active member of Acucela’s development team within such fifteen (15) day period. If Dr. Kubota resumes acting as an ongoing, active member of Acucela’s development team, Otsuka sha...