Common use of DAC – Composition Clause in Contracts

DAC – Composition. The DAC shall be comprised of […***…] members, with […***…] representatives of Merck, and […***…] representatives of Ablynx. Each Party shall provide the other with a list of its initial members of the DAC no later than […***…] after the date that the last of the […***…] Research Program Term, the PD1 Research Program Term or the Multispecific Research Program Term expires, and each Party may change its representatives to the DAC from time to time, in its sole discretion, effective upon notice to the other Party of such change. In case any representative to the DAC named by a Party is or becomes, for any prolonged period of time, incapable and/or unavailable to perform his or her functions as a member of the DAC, said Party shall in good faith name another representative to the DAC, either temporarily or permanently as may be required. These representatives shall have appropriate technical credentials, experience and knowledge, and (in case of the representatives of Merck) ongoing familiarity with the Development of Compounds and Products. Additional representatives or consultants may from time to time, by mutual consent of the Parties, be invited to attend DAC meetings, provided that in all cases, such additional representatives or consultants must be under confidentiality obligations similar to the requirements of Section 4.1. The DAC shall select a chairperson. As set out in Section 3.6.2, the DAC shall not have any authority to make any decisions.

DAC – Composition. The DAC shall be comprised of […***…] members, with […***…] representatives of Merck, and […***…] representatives of Ablynx. Each Party shall provide the other with a list of its initial members of the DAC no later than […***…] after the date that the last of the […***…] Research Program Term, the PD1 […***…] Research Program Term or the Multispecific Research Program Term expires, and each Party may change its representatives to the DAC from time to time, in its sole discretion, effective upon notice to the other Party of such change. In case any representative to the DAC named by a Party is or becomes, for any prolonged period of time, incapable and/or unavailable to perform his or her functions as a member of the DAC, said Party shall in good faith name another representative to the DAC, either temporarily or permanently as may be required. These representatives shall have appropriate technical credentials, experience and knowledge, and (in case of the representatives of Merck) ongoing familiarity with the Development of Compounds and Products. Additional representatives or consultants may from time to time, by mutual consent of the Parties, be invited to attend DAC meetings, provided that in all cases, such additional representatives or consultants must be under confidentiality obligations similar to the requirements of Section 4.1. The DAC shall select a chairperson. As set out in Section 3.6.2, the DAC shall not have any authority to make any decisions.