Common use of Members; Officers Clause in Contracts

Members; Officers. Within thirty (30) days after the ----------------- Effective Date, the Parties shall establish a commercialization committee (the "Joint Marketing Committee"), and GSK and Adolor shall designate an equal number ------------------------- of representatives, up to a maximum total of eight (8) members on the Joint Marketing Committee. Each of GSK and Adolor may replace any or all of its representatives on the Joint Marketing Committee at any time upon written notice to the other. Such representatives shall include individuals who have experience and expertise in pharmaceutical product 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 Marketing Committee. GSK and Adolor each may, upon prior written notice to the other Party, invite non-member representatives of such Party to attend meetings of the Joint Marketing Committee. The Joint Marketing Committee shall be chaired on an annual rotating basis by a representative of either Adolor or GSK, as applicable with GSK providing the first such chairperson. The chairperson shall appoint a secretary of the Joint 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 commercialization committee Development Committee (the "Joint Marketing Development Committee"), and GSK and Adolor shall designate an equal --------------------------- number ------------------------- of representatives, up to a maximum total of eight (8) members on the such Joint Marketing Development Committee. Each of GSK and Adolor may replace any or all of its representatives on the Joint Marketing Development Committee at any time upon written notice to the otherother Party. Such representatives shall include individuals who have clinical trial and regulatory experience and expertise in pharmaceutical product marketing, sales and regulatory mattersdrug 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 Marketing Development Committee. GSK and Adolor each may, upon prior on advance written notice to the other Party, invite non-member representatives of such Party to attend meetings of the Joint Marketing Development Committee. The Joint Marketing Development Committee shall be chaired on an annual rotating basis by a representative of either Adolor or GSK, as applicable applicable, with GSK Adolor providing the first such chairperson. The chairperson shall appoint a secretary of the Joint Marketing 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 ----------------- Effective Date, the Parties shall establish a commercialization joint steering committee (the "Joint Marketing 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 the Joint Marketing 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 Marketing Steering Committee at any time upon written notice to the other. Such representatives shall include individuals who have experience and expertise in pharmaceutical product marketing, sales and regulatory mattersother Party. A Party may designate a substitute to temporarily attend and perform the functions of such Party's designee at any meeting of the Joint Marketing Steering Committee. GSK and Adolor Theravance each may, upon prior on advance written notice to the other Party, invite non-member representatives of such Party to attend meetings of the Joint Marketing Steering Committee. The Joint Marketing Steering Committee shall be chaired on an annual rotating basis by a representative of either Adolor Theravance or GSK, as applicable applicable, on the Joint Steering Committee, with GSK Theravance providing the first such chairperson. The chairperson shall appoint a secretary of the Joint Marketing 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 commercialization joint steering committee (the "Joint Marketing 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 the Joint Marketing Committeevice president level or higher. Each of GSK and Adolor Theravance may replace any or all of its representatives on the Joint Marketing Steering Committee at any time upon written notice to the other. Such representatives shall include individuals who have experience and expertise in pharmaceutical product marketing, sales and regulatory mattersother Party. A Party may designate a substitute to temporarily attend and perform the functions of such Party's designee at any meeting of the Joint Marketing Steering Committee. GSK and Adolor Theravance each may, upon prior on advance written notice to the other Party, invite non-member representatives of such Party to attend meetings of the Joint Marketing Steering Committee. The Joint Marketing Steering Committee shall be chaired on an annual rotating basis by a representative of either Adolor Theravance or GSK, as applicable applicable, on the Joint Steering Committee, with GSK Theravance providing the first such chairperson. The chairperson shall appoint a secretary of the Joint Marketing 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 commercialization joint steering committee (the "“Joint Marketing 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 the Joint Marketing 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 Marketing Steering Committee at any time upon written notice to the other. Such representatives shall include individuals who have experience and expertise in pharmaceutical product marketing, sales and regulatory mattersother Party. 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 Marketing Steering Committee. GSK and Adolor Theravance each may, upon prior on advance written notice to the other Party, invite non-member representatives of such Party to attend meetings of the Joint Marketing Steering Committee. The Joint Marketing Steering Committee shall be chaired on an annual rotating basis by a representative of either Adolor Theravance or GSK, as applicable applicable, on the Joint Steering Committee, with GSK Theravance providing the first such chairperson. The chairperson shall appoint a secretary of the Joint Marketing 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 commercialization joint steering committee (the "“Joint Marketing 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 the Joint Marketing Committeevice president level or higher. Each of GSK and Adolor Theravance may replace any or all of its representatives on the Joint Marketing Steering Committee at any time upon written notice to the other. Such representatives shall include individuals who have experience and expertise in pharmaceutical product marketing, sales and regulatory mattersother Party. 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 Marketing Steering Committee. GSK and Adolor Theravance each may, upon prior on advance written notice to the other Party, invite non-member representatives of such Party to attend meetings of the Joint Marketing Steering Committee. The Joint Marketing Steering Committee shall be chaired on an annual rotating basis by a representative of either Adolor Theravance or GSK, as applicable applicable, on the Joint Steering Committee, with GSK Theravance providing the first such chairperson. The chairperson shall appoint a secretary of the Joint Marketing 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 commercialization committee Project Committee (the "“Joint Marketing Project Committee"”), and GSK and Adolor Theravance shall designate an equal number ------------------------- of representatives, up to a maximum total of eight (8) members on the such Joint Marketing 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 Marketing Project Committee at any time upon written notice to the otherother Party. Such representatives shall include individuals who have the relevant experience and expertise for the next twelve months as included in pharmaceutical product marketing, sales and regulatory mattersthe 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 Marketing Project Committee. GSK and Adolor Theravance each may, upon prior on advance written notice to the other Party, invite non-member representatives of such Party to attend meetings of the Joint Marketing Project Committee. The Joint Marketing Project Committee shall be chaired on an annual rotating basis by a representative of either Adolor or GSK, as applicable with GSK providing the first such chairperson. The chairperson shall appoint a secretary of the Joint Marketing 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.