1Formation Sample Clauses

1Formation. The Manager has executed, or caused to be executed, the Certificate in a form that complies with Section 18-201 of the Act and filed, or caused to be filed, the Certificate in the office of the Secretary of State of the State of Delaware to form the Company under the Act.

1Formation. The Partners hereby agree to form the Partnership under and pursuant to the Act. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

1Formation. The Partnership was formed as a limited partnership pursuant to the Act and all other pertinent laws of the State of Delaware, for the purposes and upon the terms and conditions set forth in this Agreement.

1Formation. On November 18, 2021, the Articles of Organization of the Company were filed with the Wyoming Secretary of State in accordance with and pursuant to, the Wyoming Limited Liability Company Act, as the same may be amended from time to time (the "Act").

1Formation. The Partnership was formed as a limited partnership pursuant to and in accordance with the Act by, among other steps, the entering into of the initial partnership agreement (within the meaning of the Act) by the initial general partner of the Partnership and the initial limited partner of the Partnership and by the entering into and filing of the initial certificate of limited partnership (within the meaning of the Act) by the initial general partner of the Partnership with the Office of the Secretary of State of the State of Delaware.

1Formation. The Members hereby ratify and approve the Articles and approve this Agreement as the Company’s operating agreement.

1Formation. On May 3, 2022, the Articles of Organization of the Company were filed with the Delaware Department of State in accordance with and pursuant to, the Delaware Limited Liability Company Act, as the same may be amended from time to time (the “Act”).

1Formation. The Company was originally formed via Operating Agreement dated June 13, 2014, by then sole Member Xxxxxx X. Xxxxxxxx. The Company was formed as a limited liability company pursuant to the provisions of the Mississippi Limited Liability Company Act (as amended from time to time, the “Act”). Unless otherwise expressly provided in this Agreement, the rights and liabilities of the Manager(s) and the Members will be as provided in the Act. To the extent the provisions of this Agreement conflict with the provisions of the Act, the provisions of this Agreement will control, to the extent permitted by law, and the conflicting provisions of the Act will be deemed waived to the maximum extent permitted by law.

1Formation. The Members have formed the Company as a limited liability company under and pursuant to the provisions of the Act. The Members hereby agree that the Company shall be governed by the terms and conditions of this Agreement.

1Formation. As soon as practical, but no later than [***], after the Effective Date, the Parties shall establish a joint research committee (the “Joint Research Committee” or “JRC”). The JRC shall consist of [***] representatives from [***], each with the requisite experience and seniority to enable such person to make decisions on behalf of the Parties with respect to the issues falling within the jurisdiction of the JRC. From time to time, each Party may substitute one (1) or more of its representatives to the JRC on written notice to DB1/ 86201718.40 the other Party. The JRC shall be chaired on an annual rotating basis by a JRC representative of either AbbVie or Licensor, as applicable, with [***] providing the first such chairperson.