Common use of Members; Officers Clause in Contracts

Members; Officers. The Parties hereby establish a joint development committee (the “Joint Development Committee” or “JDC”), which shall consist of up to [* * *] members with an equal number of members nominated by each of Durect and Alpharma, one of whom shall be designated by Alpharma as chairman. The initial representatives on the JDC are set forth on Schedule 2.2, as may be amended by the designating Party from time to time. Each of Durect and Alpharma may replace any or all of its representatives on the JDC at any time upon notice to the other Party. Such representatives shall be employees of each such Party or its Affiliates, and those representatives of each such Party shall, individually or collectively, have expertise in pharmaceutical drug development, regulatory matters, manufacturing, Clinical Trials, Non-Clinical studies and/or other expertise to the extent relevant. Any member of the JDC may designate a substitute with due authority to temporarily attend and perform the functions of that member at any meeting of the JDC. Durect and Alpharma each may invite non-member representatives that are employees of Alpharma or Durect (or their Affiliates) or external consultants of a Party to attend meetings of the JDC, provided that such external consultants have signed customary confidentiality agreements. The secretary of the JDC shall initially be designated by Alpharma and thereafter alternate between a representative of Durect and a representative of Alpharma.

Members; Officers. The Parties hereby establish a joint development committee (the “Joint Development Committee” or “JDC”), which shall consist of up to [* * *] eight (8) members with an equal number of members nominated by each of Durect and Alpharma, one of whom shall be designated by Alpharma as chairmanZogenix. The initial representatives on members of the JDC are set forth on Schedule 2.22.1, as may be amended by the designating Party from time to time. Each of Durect and Alpharma may replace any or all of its representatives on the JDC at any time upon notice to the other Party. Such representatives shall be employees or consultants (so long as they are under confidentiality obligations as stringent as those contained in this Agreement) of each such Party or its Affiliates, and those representatives of each such Party shall, individually or collectively, have expertise in pharmaceutical drug development, regulatory matters, manufacturing, Clinical Trials, Non-Clinical studies and/or other expertise to the extent relevant. Any member Durect and Zogenix may each replace any or all of its representatives on the JDC may designate a substitute with due authority to temporarily attend and perform the functions of that member at any meeting of time upon written notice to the JDCother Party. Durect and Alpharma Zogenix each may may, in its discretion, invite non-member representatives that are employees of Alpharma or Durect such Party (or their such Party’s Affiliates) or external and consultants of a Party (who are under confidentiality obligations as stringent as those contained in this Agreement) to attend meetings of the JDC, provided that such external consultants have signed customary confidentiality agreements. [***]. The chairperson shall appoint a secretary of the JDC JDC, and such secretary shall initially be serve for such term as designated by Alpharma and thereafter alternate between a representative of Durect and a representative of Alpharmathe chairperson.

Members; Officers. The Parties hereby establish a joint development committee (the “Joint Development Committee” or “JDC”), which shall consist of up to [* * **] members with an equal number of members nominated by each of Durect and Alpharma, one of whom shall be designated by Alpharma as chairman. The initial representatives on the JDC are set forth on Schedule 2.2, as may be amended by the designating Party from time to time. Each of Durect and Alpharma may replace any or all of its representatives on the JDC at any time upon notice to the other Party. Such representatives shall be employees of each such Party or its Affiliates, and those representatives of each such Party shall, individually or collectively, have expertise in pharmaceutical drug development, regulatory matters, manufacturing, Clinical Trials, Non-Clinical studies and/or other expertise to the extent relevant. Any member of the JDC may designate a substitute with due authority to temporarily attend and perform the functions of that member at any meeting of the JDC. Durect and Alpharma each may invite non-member representatives that are employees of Alpharma or Durect (or their Affiliates) or external consultants of a Party to attend meetings of the JDC, provided that such external consultants have signed customary confidentiality agreements. The secretary of the JDC shall initially be designated by Alpharma and thereafter alternate between a representative of Durect and a representative of Alpharma.

Members; Officers. The Parties hereby establish a joint development committee (the “Joint Development Committee” or “JDC”), which shall consist of up to [* * *] eight (8) members with an equal number of members nominated by each of Durect and Alpharma, one of whom shall be designated by Alpharma as chairmanZogenix. The initial representatives on members of the JDC are set forth on Schedule 2.22.1, as may be amended by the designating Party from time to time. Each of Durect and Alpharma may replace any or all of its representatives on the JDC at any time upon notice to the other Party. Such representatives shall be employees or consultants (so long as they are under confidentiality obligations as stringent as those contained in this Agreement) of each such Party or its Affiliates, and those representatives of each such Party shall, individually or collectively, have expertise in pharmaceutical drug development, regulatory matters, manufacturing, Clinical Trials, Non-Clinical studies and/or other expertise to the extent relevant. Any member Durect and Zogenix may each replace any or all of its representatives on the JDC may designate a substitute with due authority to temporarily attend and perform the functions of that member at any meeting of time upon written notice to the JDCother Party. Durect and Alpharma Zogenix each may may, in its discretion, invite non-member representatives that are employees of Alpharma or Durect such Party (or their such Party’s Affiliates) or external and consultants of a Party (who are under confidentiality obligations as stringent as those contained in this Agreement) to attend meetings of the JDC, provided that such external consultants have signed customary confidentiality agreements. [* * *]. The chairperson shall appoint a secretary of the JDC JDC, and such secretary shall initially be serve for such term as designated by Alpharma and thereafter alternate between a representative of Durect and a representative of Alpharmathe chairperson.