Common use of Members; Officers Clause in Contracts

Members; Officers. Within thirty (30) days after ----------------- the Effective Date, the Parties shall establish a Development Committee (the "Joint Development Committee"), and GSK and Adolor shall designate an equal --------------------------- number of representatives, up to a maximum total of eight (8) members on such Joint Development Committee. Each of GSK and Adolor may replace any or all of its representatives on the Joint Development Committee at any time upon written notice to the other Party. Such representatives shall include individuals who have clinical trial and regulatory experience and expertise in pharmaceutical drug development. A Party may designate a substitute to temporarily attend and perform the functions of such Party's designee at any meeting of the Joint Development Committee. GSK and Adolor each may, on advance written notice to the other Party, invite non-member representatives of such Party to attend meetings of the Joint Development Committee. The Joint Development Committee shall be chaired on an annual rotating basis by a representative of either Adolor or GSK, as applicable, with Adolor providing the first such chairperson. The chairperson shall appoint a secretary of the Joint Development Committee, who shall be a representative of the other Party and who shall serve for the same annual term as such chairperson.

Members; Officers. Within thirty (30) days after the ----------------- the Effective Date, the Parties shall establish a Development Committee commercialization committee (the "Joint Development Marketing Committee"), and GSK and Adolor shall designate an equal --------------------------- number ------------------------- of representatives, up to a maximum total of eight (8) members on such the Joint Development Marketing Committee. Each of GSK and Adolor may replace any or all of its representatives on the Joint Development Marketing Committee at any time upon written notice to the other Partyother. Such representatives shall include individuals who have clinical trial and regulatory experience and expertise in pharmaceutical drug developmentproduct marketing, sales and regulatory matters. A Party may designate a substitute to temporarily attend and perform the functions of such Party's designee at any meeting of the Joint Development Marketing Committee. GSK and Adolor each may, on advance upon prior written notice to the other Party, invite non-member representatives of such Party to attend meetings of the Joint Development Marketing Committee. The Joint Development Marketing Committee shall be chaired on an annual rotating basis by a representative of either Adolor or GSK, as applicable, applicable with Adolor GSK providing the first such chairperson. The chairperson shall appoint a secretary of the Joint Development Marketing Committee, who shall be a representative of the other Party and who shall serve for the same annual term as such chairperson.

Members; Officers. Within thirty (30) days after ----------------- the Effective Date, the Parties shall establish a Development Committee joint steering committee (the "Joint Development Steering Committee"), and GSK and Adolor which shall designate an equal --------------------------- number of representatives, up to a maximum total consist of eight (8) members on such Joint Development Committee. Each members, four (4) of whom shall be designated by each of GSK and Adolor Theravance and shall have appropriate expertise, with at least one (1) member from GSK being its Senior Vice-President, Drug Discovery, and one member from Theravance being its Executive Vice President, Research. Subject to the foregoing requirement, each of GSK and Theravance may replace any or all of its other representatives on the Joint Development Steering Committee at any time upon written notice to the other Party. Such representatives shall include individuals who have clinical trial and regulatory experience and expertise in pharmaceutical drug development. A Party may designate a substitute to temporarily attend and perform the functions of such Party's designee at any meeting of the Joint Development Steering Committee. GSK and Adolor Theravance each may, on advance written notice to the other Party, invite non-member representatives of such Party to attend meetings of the Joint Development Steering Committee. The Joint Development Steering Committee shall be chaired on an annual rotating basis by a representative of either Adolor Theravance or GSK, as applicable, on the Joint Steering Committee, with Adolor Theravance providing the first such chairperson. The chairperson shall appoint a secretary of the Joint Development Steering Committee, who shall be a representative of the other Party and who shall serve for the same annual term as such chairperson.

Members; Officers. Within thirty (30) days after ----------------- the Effective Date, the Parties shall establish a Development Committee joint steering committee (the "Joint Development Steering Committee"), and which shall consist of four (4) members, two (2) of whom shall be designated by each of GSK and Adolor Theravance and shall designate an equal --------------------------- number of representativeshave appropriate expertise, up to with at least one (1) member from each Party being at least at a maximum total of eight (8) members on such Joint Development Committeevice president level or higher. Each of GSK and Adolor Theravance may replace any or all of its representatives on the Joint Development Steering Committee at any time upon written notice to the other Party. Such representatives shall include individuals who have clinical trial and regulatory experience and expertise in pharmaceutical drug development. A Party may designate a substitute to temporarily attend and perform the functions of such Party's designee at any meeting of the Joint Development Steering Committee. GSK and Adolor Theravance each may, on advance written notice to the other Party, invite non-member representatives of such Party to attend meetings of the Joint Development Steering Committee. The Joint Development Steering Committee shall be chaired on an annual rotating basis by a representative of either Adolor Theravance or GSK, as applicable, on the Joint Steering Committee, with Adolor Theravance providing the first such chairperson. The chairperson shall appoint a secretary of the Joint Development Steering Committee, who shall be a representative of the other Party and who shall serve for the same annual term as such chairperson.

Members; Officers. Within thirty (30) days after ----------------- the Effective Date, the Parties shall establish a Development Project Committee (the "“Joint Development Project Committee"”), and GSK and Adolor Theravance shall designate an equal --------------------------- number of representatives, up to a maximum total of eight (8) members on such Joint Development Project Committee, with a maximum of four (4) from each Party. Each of GSK and Adolor Theravance may replace any or all of its representatives on the Joint Development Project Committee at any time upon written notice to the other Party. Such representatives shall include individuals who have clinical trial and regulatory the relevant experience and expertise for the next twelve months as included in pharmaceutical drug developmentthe Development Plan for the Collaboration Products. A Party may designate a substitute to temporarily attend and perform the functions of such Party's ’s designee at any meeting of the Joint Development Project Committee. GSK and Adolor Theravance each may, on advance written notice to the other Party, invite non-member representatives of such Party to attend meetings of the Joint Development Project Committee. The Joint Development Project Committee shall be chaired on an annual rotating basis by a representative of either Adolor or GSK, as applicable, with Adolor providing the first such chairperson. The chairperson shall appoint a secretary of the Joint Development Project Committee, who shall be a representative of the other Party and who shall serve for the same annual term as such chairpersonTheravance. ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Members; Officers. Within thirty (30) days after ----------------- the Effective Date, the Parties shall establish a Development Committee joint steering committee (the "“Joint Development Steering Committee"”), and which shall consist of four (4) members, two (2) of whom shall be designated by each of GSK and Adolor Theravance and shall designate an equal --------------------------- number of representativeshave appropriate expertise, up to with at least one (1) member from each Party being at least at a maximum total of eight (8) members on such Joint Development Committeevice president level or higher. Each of GSK and Adolor Theravance may replace any or all of its representatives on the Joint Development Steering Committee at any time upon written notice to the other Party. Such representatives shall include individuals who have clinical trial and regulatory experience and expertise in pharmaceutical drug development. A Party may designate a substitute to temporarily attend and perform the functions of such Party's ’s designee at any meeting of the Joint Development Steering Committee. GSK and Adolor Theravance each may, on advance written notice to the other Party, invite non-member representatives of such Party to attend meetings of the Joint Development Steering Committee. The Joint Development Steering Committee shall be chaired on an annual rotating basis by a representative of either Adolor Theravance or GSK, as applicable, on the Joint Steering Committee, with Adolor Theravance providing the first such chairperson. The chairperson shall appoint a secretary of the Joint Development Steering Committee, who shall be a representative of the other Party and who shall serve for the same annual term as such chairperson.

Members; Officers. Within thirty (30) days after ----------------- the Effective Date, the Parties shall establish a Development Committee joint steering committee (the "“Joint Development Steering Committee"”), and GSK and Adolor which shall designate an equal --------------------------- number of representatives, up to a maximum total consist of eight (8) members on such Joint Development Committee. Each members, four (4) of whom shall be designated by each of GSK and Adolor Theravance and shall have appropriate expertise, with at least one (1) member from GSK being its Senior Vice-President, Drug Discovery, and one member from Theravance being its Executive Vice President, Research. Subject to the foregoing requirement, each of GSK and Theravance may replace any or all of its other representatives on the Joint Development Steering Committee at any time upon written notice to the other Party. Such representatives shall include individuals who have clinical trial and regulatory experience and expertise in pharmaceutical drug development. A Party may designate a substitute to temporarily attend and perform the functions of such Party's ’s designee at any meeting of the Joint Development Steering Committee. GSK and Adolor Theravance each may, on advance written notice to the other Party, invite non-member representatives of such Party to attend meetings of the Joint Development Steering Committee. The Joint Development Steering Committee shall be chaired on an annual rotating basis by a representative of either Adolor Theravance or GSK, as applicable, on the Joint Steering Committee, with Adolor Theravance providing the first such chairperson. The chairperson shall appoint a secretary of the Joint Development Steering Committee, who shall be a representative of the other Party and who shall serve for the same annual term as such chairperson.