Common use of Formation; Composition Clause in Contracts

Formation; Composition. The Parties shall establish a Joint Research and Development Incubator (the “JRDI”). The initial representatives of the JRDI are set forth on Schedule 2.4. Each Party initially shall have four (4) representatives to the JRDI, with each representative having knowledge and sufficient expertise in research and early stage development of products similar to the Products and having sufficient seniority within the applicable Party to make decisions arising with the scope of the JRDI’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 JRDI may change its size from time to time by mutual consent of its members, provided that the JRDI shall consist at all times of an equal number of representatives of each of Reata and Xxxxxx. The 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 JRDI, provided that such participants are involved in activities related to the Research Collaboration and shall have no voting authority at the JRDI. The 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 JRDI, 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 JRDI representatives. The 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 Research and Development Incubator Patent Committee (the “JRDIJPC”). The initial representatives of the JRDI are set forth on Schedule 2.4. Each Party shall initially shall have four appoint three (43) representatives to the JRDIJPC, with each representative having knowledge and sufficient expertise in research intellectual property protection and early stage development of products similar to the Products strategy and having sufficient seniority within the applicable Party to make decisions arising with within the scope of the JRDIJPC’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 JRDI JPC may change its size from time to time by mutual consent of its members, provided that the JRDI JPC shall consist at all times of an equal number of representatives of each of Reata and Xxxxxx. The JRDI 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 JRDIJPC, provided that such participants are involved in activities related to the Research Collaboration Product Candidates or Products and shall have no voting authority at the JRDIJPC. The JRDI 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 JRDIJPC, 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 JRDI JPC representatives. The JRDI 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 Research and Development Incubator Executive Committee (the “JRDIJEC”). The initial representatives of the JRDI are set forth on Schedule 2.4. Each Party shall initially shall have four appoint up to three (43) representatives to the JRDIJEC, with each representative having knowledge and sufficient expertise in research and early stage development of products similar to the Products and having whom will have sufficient seniority within the applicable Party to make decisions arising with within the scope of the JRDIJEC’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 JRDI 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 JRDI shall consist at all times of an equal number of representatives of each of Reata and Xxxxxx. The JRDI 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 JRDIJEC, provided that such participants are involved in activities related to the Research Collaboration and shall have no voting authority at the JRDIJEC. The JRDI 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 JRDIJEC, 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 JRDI JEC representatives. The JRDI 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 Research and Development Incubator Patent Committee (the “JRDI“ JPC ”). The initial representatives of the JRDI are set forth on Schedule 2.4. Each Party shall initially shall have four appoint three (43) representatives to the JRDIJPC, with each representative having knowledge and sufficient expertise in research intellectual property protection and early stage development of products similar to the Products strategy and having sufficient seniority within the applicable Party to make decisions arising with within the scope of the JRDIJPC’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 JRDI JPC may change its size from time to time by mutual consent of its members, provided that the JRDI JPC shall consist at all times of an equal number of representatives of each of Reata and Xxxxxx. The JRDI 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 JRDIJPC, provided that such participants are involved in activities related to the Research Collaboration Product Candidates or Products and shall have no voting authority at the JRDIJPC. The JRDI 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 JRDIJPC, 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 JRDI JPC representatives. The JRDI 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 Research and Development Incubator Executive Committee (the “JRDI“ JEC ”). The initial representatives of the JRDI are set forth on Schedule 2.4. Each Party shall initially shall have four appoint up to three (43) representatives to the JRDIJEC, with each representative having knowledge and sufficient expertise in research and early stage development of products similar to the Products and having whom will have sufficient seniority within the applicable Party to make decisions arising with within the scope of the JRDIJEC’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 JRDI 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 JRDI shall consist at all times of an equal number of representatives of each of Reata and Xxxxxx. The JRDI 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 JRDIJEC, provided that such participants are involved in activities related to the Research Collaboration and shall have no voting authority at the JRDIJEC. The JRDI 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 JRDIJEC, 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 JRDI JEC representatives. The JRDI 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.