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Committees
Committees contract clause examples

Other Committees. The Parties may, by mutual agreement, form such other committees or working groups as may be necessary or desirable to facilitate activities under this Agreement.

Committees. Following the Appointment Date, the reconstituted Board will determine composition and leadership of each committee of the Board and # each of the New Director, and the Potential Director, if applicable, will be eligible for membership on, and have the

Committees. In addition to the JSC, the Parties agree to establish, for the purposes specified herein, a Joint Development Committee (the “JDC”), a Joint Commercialization Committee (the “JCC”), a Joint Manufacturing Committee (“JMC”), a Joint Finance Committee (the “JFC”) and such other committees or sub-committees as the Parties deem appropriate. The other Committees shall be established by the JSC at the times determined appropriate by the JSC. It is understood that the Parties may wish to establish multiple Committees reporting to the JSC, JDC, JFC and JCC with responsibility for different Co-Funding Products. The roles and responsibilities of each Committee are set forth in this Agreement (or as may be determined by the JSC for Committees established in the future and not described herein) and may be further designated by the JSC. From time to time, each

Committees. Subject to applicable law and the listing standards of the New York Stock Exchange (the “Exchange”), the Board may delegate any of its power and authority to manage the business and affairs of the Company to any standing or special committee upon such terms as it sees fit as permitted by law and as set forth in the resolutions creating such committee. As of the date hereof, the Board has designated the following committees: the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee. As of the IPO Time, the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee shall be comprised of the persons identified in the section entitled “Management–Board Committees” in the Company’s Registration Statement on Form S-1, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on ​, 2021 (File No. ​), under the Securities Act of 1933, as amended (such Registration Statement, as amended or supplemented and including the exhibits thereto, is hereinafter referred to as the “Registration Statement”). For so long as the AKKR Designation Parties are entitled to designate one or more Directors pursuant to Section 2(a), the AKKR Designation Parties shall be entitled to designate at least one member of each committee of the Board; provided, that, any such designee shall at all times remain eligible to serve on the applicable committee under applicable law and the listing standards of the Exchange, including any applicable general and heightened independence requirements (subject in each case to any applicable exceptions, including those for newly public companies and for “controlled companies,” and any applicable phase-in periods); provided further, that, any special committee established to evaluate any transaction in which AKKR Management Company, LLC or its Affiliates has an interest which is in conflict with the interests of the Company shall not include any Director designated by the AKKR Designation Parties. If the continued service of a committee member designated by the AKKR Designation Parties would cause the Company to violate any applicable law or listing standard of the Exchange, the AKKR Investors shall use their best efforts to obtain the resignation of such designee from the applicable committee. It is understood by the parties hereto that no AKKR Director is required to be designated on any committee and any failure to exercise such right in this section in a prior period shall not constitute any waiver of such right in a subsequent period. Unless otherwise determined by the Board, and subject to the Directors’ fiduciary duties, each committee shall keep regular minutes and report to the Board as appropriate.

Other Committees. The Parties may, by mutual agreement, form such other committees as may be necessary or desirable to facilitate the activities under this Agreement, and each member of such other committee will be of at least Director level of seniority (or higher) and have experience in the functional area that is the subject of such committee. Any dispute arising from such committees or working groups will be escalated to the JSC for resolution.

Subject to Nasdaq rules applicable laws, the Board and all applicable committees of the Board shall take all actions necessary to ensure that during the Standstill Period, the following committees of the Board, as well as any new committee(s) and subcommittee(s) that may be established, shall include the following Maran Appointee or Maran Independent Appointee (or a Maran Replacement Director), as applicable:

Committees. The Parties shall, within ​ days following the Effective Date, establish # a Development and Manufacturing committee (Development and Manufacturing Committee) and # a Commercialization committee (“Commercialization Committee”). The Parties acknowledge and agree that the Development and Manufacturing Committee and the Commercialization Committee shall have no authority to amend or modify the terms and conditions of this Agreement or the Manufacturing and Supply Agreement

Other Committees. The Parties may, by mutual agreement, form such other committees or working groups as may be necessary or desirable to facilitate the activities under this Agreement. Any dispute arising from such committees or working groups will be escalated to the JAC for resolution.

Committees. Subject to applicable law and the listing standards of the New York Stock Exchange (the “Exchange”), the Board may delegate any of its power and authority to manage the business and affairs of the Company to any standing or special committee upon such terms as it sees fit as permitted by law and as set forth in the resolutions creating such committee. As of the date hereof, the Board has designated the following committees: the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee. As of the IPO Time, the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee shall be comprised of the persons identified in the section entitled “Management–Board Committees” in the Company’s Registration Statement on Form S-1, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2021 (File No. [[Identifier]]), under the Securities Act of 1933, as amended (such Registration Statement, as amended or supplemented and including the exhibits thereto, is hereinafter referred to as the “Registration Statement”). For so long as the AKKR Designation Parties are entitled to designate one or more Directors pursuant to Section 2(a), the AKKR Designation Parties shall be entitled to designate at least one member of each committee of the Board; provided, that, any such designee shall at all times remain eligible to serve on the applicable committee under applicable law and the listing standards of the Exchange, including any applicable general and heightened independence requirements (subject in each case to any applicable exceptions, including those for newly public companies and for “controlled companies,” and any applicable phase-in periods); provided further, that, any special committee established to evaluate any transaction in which AKKR Management Company, LLC or its Affiliates has an interest which is in conflict with the interests of the Company shall not include any Director designated by the AKKR Designation Parties. If the continued service of a committee member designated by the AKKR Designation Parties would cause the Company to violate any applicable law or listing standard of the Exchange, the AKKR Investors shall use their best efforts to obtain the resignation of such designee from the applicable committee. It is understood by the parties hereto that no AKKR Director is required to be designated on any committee and any failure to exercise such right in this section in a prior period shall not constitute any waiver of such right in a subsequent period. Unless otherwise determined by the Board, and subject to the Directors’ fiduciary duties, each committee shall keep regular minutes and report to the Board as appropriate.

Committees. As soon as practicable (but not later than 10 Business Days after execution of the Joint Development & Commercialization Agreement, the Parties will establish a joint steering committee (the “JSC”) to provide high-level oversight and decision-making regarding the activities of the Parties under the Joint Development & Commercialization Agreement. The JSC shall be comprised of three (3) representatives (or such other number of representatives as the Parties may agree) from each of [[Organization A:Organization]] and CRISPR. Each Party shall provide the other with a list of its initial members of the JSC on the Effective Date. Each Party may replace any or all of its representatives on the JSC at any time upon written notice to the other Party. Each representative of each Party shall have appropriate expertise in the pharmaceutical business or drug discovery and development. Any member of the JSC may designate a substitute to attend and perform the functions of that member at any meeting of the JSC. Each Party may, in its reasonable discretion, invite non-member representatives of such Party to attend meetings of the JSC as a non-voting participant, subject to the confidentiality obligations described in Article 12 below. The Parties shall designate a chairperson (each, a “Chairperson”) to oversee the operation of the JSC, each such Chairperson to serve a ​. The right to name the Chairperson shall alternate between the Parties, with CRISPR designating the first such Chairperson. The JSC’s responsibilities will include # reviewing and overseeing the overall global Development, Manufacture and Commercialization of the Products in the Field, # overseeing the joint development committee (the “JDC”) and a joint commercialization committee (the “JCC”) and any other committees and working groups established with respect to the Product and resolving matters on which the JDC, JCC or such committees and working groups are unable to reach consensus and # performing such other functions as may be established in the Joint Development & Commercialization Agreement.

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