Common use of Membership and Participation Clause in Contracts

Membership and Participation. On or as soon as practicable after the Effective Date, the parties will establish a Joint Steering Committee (the “JSC”), comprised of the [ *** ] of each of Ra and Merck, one of whom will be [ *** ]. Each party may replace any of its representatives on the JSC at any time upon written notice to the other party. Each party’s alliance manager will have responsibility for generating JSC meeting schedules and agendas and other administrative matters related to the conduct of JSC meetings, but will not have any decision making authority. A party may invite others of its or its Affiliates’ employees to attend and participate in relevant portions of meetings of the JSC as necessary to facilitate the sharing of information and discussion of any issues related to the Research Operating Plans or performance of the Research Collaboration. A party will notify the other party’s Collaboration Lead in writing if it wishes to invite a Third Party consultant or contractor to attend a JSC meeting. Any such notice will be provided at least five (5) business days prior to the relevant JSC meeting, will identify the Third Party consultant or contractor, and will briefly describe the reasons the requesting party wishes to include such individual at the meeting. The attendance and participation of any such Third Party consultant or contractor will be subject to the prior written consent of the other party (which will not be unreasonably withheld). Any such consent will be conditioned upon the following: (i) the Third Party consultant or contractor is bound by written obligations of confidentiality and non-use to the requesting party that are consistent with the provisions of this Agreement; and (ii) the Third Party consultant or contractor either (1) executes a commitment letter substantially in the form attached hereto as Exhibit 3.2(a), or (2) enters into a suitable confidentiality and non-use agreement with the consenting party. The parties’ respective alliance managers will be responsible for ensuring compliance with the foregoing.

Membership and Participation. On or as soon as practicable after the Effective Date, the parties Parties will establish a Joint Steering Committee Committee, comprised of the two (2) Program Leads, and one (1) additional representative of ZAI (the “JSC”), comprised of the [ *** ] of each of Ra and Merck, one of whom will be [ *** ]. Each party Party may replace any of its representatives on the JSC at any time upon written notice to the other party. Each party’s alliance manager will have responsibility for generating JSC meeting schedules and agendas and other administrative matters related to the conduct of JSC meetings, but will not have any decision making authorityParty. A party Party may invite others of its or its Affiliates’ employees to attend and participate in relevant portions of meetings of the JSC as necessary to facilitate the sharing of information and discussion of any issues related to the Research Operating Plans or Development Plan and/or performance of the Research CollaborationDevelopment Plan, including any development, regulatory or commercial matters pertaining to the Licensed Product. A party will Party shall notify the other partyParty’s Collaboration Program Lead in writing if it wishes to invite a Third Party consultant or contractor to attend a JSC meeting. Any such notice will shall be provided at least five (5) business days prior to the relevant JSC meeting, will shall identify the Third Party consultant or contractor, and will shall briefly describe the reasons the requesting party Party wishes to include such individual at the meeting. The attendance and participation of any such Third Party consultant or contractor will shall be subject to the prior written consent of the other party Party (which will not be unreasonably withheld, delayed or conditioned). Any such consent will shall be conditioned upon the following: (i) the Third Party consultant or contractor is bound by written obligations of confidentiality and non-use to the requesting party Party that are consistent with the provisions of this Agreement; and (ii) the Third Party consultant or contractor either (1) executes a commitment letter substantially in the form attached hereto as Exhibit 3.2(a), or (2) enters into a suitable confidentiality and non-use agreement with the consenting partyParty. The partiesParties’ respective alliance managers Program Leads will be responsible for ensuring compliance with the foregoing.

Membership and Participation. On or as soon as practicable after the Effective Date, the parties will establish a Joint Steering Committee (the “JSC”), comprised of the [ *** ] of each of Ra and Merck, one of [ *** ] TEXT OMITTED AND FILED SEPARATELY WITH THE whom will be [ *** ]. Each party may replace any of its representatives on the JSC at any time upon written notice to the other party. Each party’s alliance manager will have responsibility for generating JSC meeting schedules and agendas and other administrative matters related to the conduct of JSC meetings, but will not have any decision making authority. A party may invite others of its or its Affiliates’ employees to attend and participate in relevant portions of meetings of the JSC as necessary to facilitate the sharing of information and discussion of any issues related to the Research Operating Plans or performance of the Research Collaboration. A party will notify the other party’s Collaboration Lead in writing if it wishes to invite a Third Party consultant or contractor to attend a JSC meeting. Any such notice will be provided at least five (5) business days prior to the relevant JSC meeting, will identify the Third Party consultant or contractor, and will briefly describe the reasons the requesting party wishes to include such individual at the meeting. The attendance and participation of any such Third Party consultant or contractor will be subject to the prior written consent of the other party (which will not be unreasonably withheld). Any such consent will be conditioned upon the following: (i) the Third Party consultant or contractor is bound by written obligations of confidentiality and non-use to the requesting party that are consistent with the provisions of this Agreement; and (ii) the Third Party consultant or contractor either (1) executes a commitment letter substantially in the form attached hereto as Exhibit 3.2(a), or (2) enters into a suitable confidentiality and non-use agreement with the consenting party. The parties’ respective alliance managers will be responsible for ensuring compliance with the foregoing.

Membership and Participation. On or as As soon as practicable after the Effective Date, the parties Parties will establish a Joint Steering Committee comprised of each Party’s Alliance Manager and *** additional representative of each Party (the “JSC”), comprised . The representatives of the [ JSC shall each be *** ] of each of Ra UCB and Merck, one of whom will be [ *** ]Company. Each party Party may replace any of its representatives on the JSC at any time upon written notice to the other party. Each party’s alliance manager will have responsibility for generating JSC meeting schedules and agendas and other administrative matters related to the conduct of JSC meetings, but will not have any decision making authorityParty. A party Party may invite others of its or its Affiliates’ employees to attend and participate on a non-voting basis in relevant portions of meetings of the JSC as necessary to facilitate the sharing of information and discussion of any issues related to the Research Operating Plans or Development Plan and/or performance of the Research CollaborationDevelopment Plan, including any development, regulatory or commercial matters pertaining to the Licensed Product. A party will Party shall notify the other party’s Collaboration Lead Party in writing if it its wishes to invite a Third Party consultant or contractor to attend a JSC meetingmeeting on a non-voting and ad hoc basis. Any such notice will shall be provided at least five (5) business days *** prior to the relevant JSC meeting, will shall identify the Third Party consultant or contractor, and will shall briefly describe the reasons the requesting party Party wishes to include such individual at the meeting. The attendance and participation of any such Third Party consultant or contractor will shall be subject to the prior written consent of the other party Party (which will shall not be unreasonably withheld, delayed or conditioned). Any such consent will shall be conditioned upon the following: (i) the Third Party consultant or contractor is bound by written obligations of confidentiality and non-use to the requesting party Party that are consistent with the provisions of this Agreement; and , (ii) the Third Party consultant or contractor either (1) executes a commitment letter substantially in the form attached hereto as Exhibit 3.2(a), or (2) enters into a suitable confidentiality and non-use agreement with the consenting party. The parties’ respective alliance managers will be responsible for ensuring compliance with the foregoingParty, and (iii) ***.