Common use of Formation; Composition Clause in Contracts

Formation; Composition. The Parties shall establish a Joint Patent Committee (the “JPC”). Each Party shall initially appoint three (3) representatives to the JPC, with each 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 JPC’s responsibilities. The 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 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 JPC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JPC. The 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 Reata. The role of the chairperson shall be to convene and preside at meetings of the JPC, 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 JPC representatives. The 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 Xxxxxx. 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 Patent Executive Committee (the “JPCJEC”). Each Party shall initially appoint up to three (3) representatives to the JPCJEC, with each representative having knowledge and expertise in intellectual property protection and strategy and having of whom will have sufficient seniority within the applicable Party to make decisions arising within the scope of the JPCJEC’s responsibilities. The JPC 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, provided that the JPC shall consist at all times of an equal number of representatives of each of Reata and Xxxxxx. The JPC 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 JPCJEC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JPCJEC. The JPC 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 ReataXxxxxx. The role of the chairperson shall be to convene and preside at meetings of the JPCJEC, 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 JPC JEC representatives. The JPC 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 XxxxxxReata. 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 Patent Committee Research and Development Incubator (the “JPCJRDI”). The initial representatives of the JRDI are set forth on Schedule 2.4. Each Party initially shall initially appoint three have four (34) representatives to the JPCJRDI, with each representative having knowledge and sufficient expertise in intellectual property protection research and strategy early stage development of products similar to the Products and having sufficient seniority within the applicable Party to make decisions arising within with the scope of the JPCJRDI’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 JPC JRDI may change its size from time to time by mutual consent of its members, provided that the JPC JRDI shall consist at all times of an equal number of representatives of each of Reata and Xxxxxx. The JPC 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 JPCJRDI, provided that such participants are involved in activities related to Product Candidates or Products the Research Collaboration and shall have no voting authority at the JPCJRDI. The JPC 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 Reata. The role of the chairperson shall be to convene and preside at meetings of the JPCJRDI, 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 JPC JRDI representatives. The JPC 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 Xxxxxx. 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 Patent Committee (the “JPC“ JPC ”). Each Party shall initially appoint three (3) representatives to the JPC, with each 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 JPC’s responsibilities. The 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 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 JPC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JPC. The 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 ReataXxxxx. The role of the chairperson shall be to convene and preside at meetings of the JPC, 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 JPC representatives. The 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 Xxxxxx. 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 Patent Executive Committee (the “JPC“ JEC ”). Each Party shall initially appoint up to three (3) representatives to the JPCJEC, with each representative having knowledge and expertise in intellectual property protection and strategy and having of whom will have sufficient seniority within the applicable Party to make decisions arising within the scope of the JPCJEC’s responsibilities. The JPC 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, provided that the JPC shall consist at all times of an equal number of representatives of each of Reata and Xxxxxx. The JPC 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 JPCJEC, provided that such participants are involved in activities related to Product Candidates or Products and shall have no voting authority at the JPCJEC. The JPC 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 ReataXxxxxx. The role of the chairperson shall be to convene and preside at meetings of the JPCJEC, 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 JPC JEC representatives. The JPC 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 XxxxxxXxxxx. The role of the vice chairperson shall be to consult with and assist the chairperson in the carrying out of the chairperson’s duties.