Common use of Formation; Composition Clause in Contracts

Formation; Composition. Within […***…] days after the Effective Date, the Parties shall establish a joint development committee (the “Joint Development Committee” or “JDC”), which shall have the responsibilities set forth in Section 1.2(b). Each Party shall initially appoint three (3) representatives to the JDC, with each representative having knowledge and expertise in the development of compounds, Molecules and products similar to the Galapagos Molecules, Galapagos Products, Optioned Molecules and Optioned Products and having sufficient seniority within such Party to make decisions arising within the scope of the JDC’s responsibilities. The JDC may change its size from time to time if agreed by consensus among its members; provided that the JDC shall consist at all times of an equal number of representatives of each of Galapagos and Gilead. Each Party may replace its JDC representatives at any time upon written notice to the other Party. Either Party may invite non-members to participate in the discussions and meetings of the JDC provided notice is given to the other Party and such non-members shall (i) be subject to confidentiality obligations at least as stringent as those set forth in ARTICLE XIII and (ii) have no voting authority at the JDC. The JDC shall have a chairperson, who shall serve for a term of one (1) year, and who shall be selected alternately, on an annual basis, by Galapagos or Gilead. The initial chairperson shall be selected by […***…]. The role of the chairperson shall be to convene and preside at meetings of the JDC, but the chairperson shall have no additional powers or rights beyond those held by the other JDC representatives.

Formation; Composition. Within […***…] days after the Effective Date, the Parties shall will establish a joint development committee to oversee the identification, Research and Development of Research Candidates, Development Candidates and Products (but not Reversion Products) in the Territory in accordance with the Research Plan(s), Early Clinical Development Plan(s) and Late Clinical Development Plan(s) for the same and to coordinate the Research and Development activities of the Parties (the “Joint Development Committee” or “JDC”), which shall have the responsibilities set forth in Section 1.2(b). Each Party shall will initially appoint three (3) [***] representatives to the JDC, with each representative having knowledge and expertise in the development Research and Development of compounds, Molecules compounds and products similar to the Galapagos MoleculesResearch Candidates, Galapagos Products, Optioned Molecules Development Candidates and Optioned Products and having sufficient seniority within such the applicable Party to make decisions arising within the scope of the JDC’s responsibilities. The JDC may change its size from time to time if agreed by consensus among its members; time, provided that the JDC shall will consist at all times of an equal number of representatives of each of Galapagos Unum and GileadSGI. Each Party may replace its JDC representatives at any time upon written notice to the other Party. Either Party The JDC may invite non-members to participate in the discussions and meetings of the JDC JDC, provided notice is given to the other Party and that such non-members shall (i) be subject to confidentiality obligations at least as stringent as those set forth in ARTICLE XIII and (ii) participants have no voting authority at the JDC. The JDC shall will have a chairperson, who shall will serve for a term of one (1) year[***], and who shall will be selected alternately, on an annual basis, by Galapagos Unum or GileadSGI. The initial chairperson shall will be selected by […***…]Unum. The role of the chairperson shall will be to convene and preside at meetings of the JDCJDC and to ensure the preparation of minutes, but the chairperson shall have has no additional powers or rights beyond those held by the other JDC representatives.

Formation; Composition. Within […***…] days after the Effective Date, the Parties shall establish a joint development manufacturing committee (the “Joint Development Manufacturing Committee” or “JDCJMC”), which shall have the responsibilities set forth in Section 1.2(b) to oversee Manufacturing related to Optioned Programs (including Optioned Molecules and Optioned Products). Each Party shall initially appoint three (3) representatives to the JDCJMC, with each representative having knowledge and expertise in the development clinical and commercial Manufacture of compounds, Molecules and products similar to the Galapagos Molecules, Galapagos Products, Optioned Molecules and Optioned Products and having sufficient seniority seniority, experience and authority within such Party to make act on behalf of and bind such Party with respect to decisions arising within the scope of the JDCJMC’s responsibilities, and each JMC representative shall not be a member of any other Committee during any period when such representative is a member of the JMC. The JDC JMC may change its size from time to time if agreed by consensus among its members; provided that the JDC JMC shall consist at all times of an equal number of representatives of each of Galapagos Arcus and Gilead. Each Party may replace its JDC JMC representatives at any time upon written notice to approval of the other Party, such approval not to be unreasonably conditioned, withheld or delayed. Either Party may invite non-members to participate in the discussions and meetings of the JDC JMC provided notice is given to the other Party and such non-members shall (i) be subject to confidentiality obligations at least as stringent as those set forth in ARTICLE XIII and (ii) have no voting authority at the JDCJMC. The JDC JMC shall have a chairperson, who shall serve for a term of one (1) year, and who shall be selected alternately, on an annual basis, by Galapagos Arcus or Gilead. The initial chairperson shall be selected by […***…]. The role of the chairperson shall be to convene and preside at meetings of the JDCJMC, but the chairperson shall have no additional powers or rights beyond those held by the other JDC JMC representatives.”