Example ContractsClausesFormation and Composition
Formation and Composition
Formation and Composition contract clause examples

Formation; Composition. The Parties shall designate one individual (“Project Liaison”) to serve as the primary point of contact between the Parties with regard to activities contemplated by this Agreement. The [[United Therapeutics:Organization]] Project Liaison shall have the requisite skills in the discipline(s) necessary to provide such reasonable assistance to [[MannKind:Organization]] as may be required for [[MannKind:Organization]] to conduct the Work Plans. The [[MannKind:Organization]] Project Liaison shall provide the [[United Therapeutics:Organization]] Project Liaison with regular updates as necessary.

Formation and Composition. Promptly after the Effective Date, and in any event within ​, after the Effective Date, the Parties shall establish a joint research team (the “JRT”) to coordinate and provide oversight with respect to activities under the Initial Collaboration Research Program, Additional Collaboration Research Program (as applicable), and Collaboration Research Programs prior to the JRT’s confirmation of a Lead Collaboration Candidate or Back- Up Collaboration Candidate(s) that meets the applicable ED-Go Candidate Success Criteria and to receive status updates on Tier 2 Programs until Poseida’s selection of a Tier 2 Candidate for which to commence IND-enabling activities. The JRT shall be composed of up to ​ representatives designated by each of Poseida and Roche (though the Parties need not have the same number of representatives on the JRT). Each Party shall designate one of its representatives as its primary contact for JRT matters (such Party’s “JRT Co-Chair”). The Parties, through their respective Alliance Managers, shall align on membership of the JRT ensuring that representatives are appropriate for the tasks then being undertaken and the stage of research, in terms of their seniority, function in their respective organizations, training and experience. A Party may replace any or all of its JRT representatives (or JRT Co-Chair) at any time by informing the other Party in advance in writing (which may be by email). Once established, the JRT shall meet ​. Either Party may invite a reasonable number of other employees, consultants, research contractors, or scientific advisors to attend a JRT meeting in a non-voting capacity with prior written notice to the other Party; provided that such invitees are bound by appropriate confidentiality and invention assignment obligations consistent with the terms of this Agreement. Unless otherwise agreed by the Parties, the JRT shall meet and operate during the period commencing upon its formation until ​ after the last to occur of # expiration of the last Collaboration Research Term or # completion of all activities under all Tier 2 Programs prior to Poseida’s selection of the applicable Tier 2 Candidate to commence IND-enabling activities therefor. Thereafter, the JRT shall cease operations and perform no further functions under this Agreement. Notwithstanding the foregoing, following dissolution of the JRT, the Parties upon mutual agreement may re-establish the JRT as needed.

Formation and Composition. Within ​ of the Effective Date, the Parties shall establish a joint manufacturing team (the “JMT”) to coordinate and oversee: # the Technology Transfer for each Tier 1 Program, Optioned Tier 2 Program and Collaboration Program and # prior to the applicable Technology Transfer, the development, improvement, validation and performance of the Manufacturing Process for each Tier 1 Program, Tier 2 Program, and Collaboration Program. The JMT shall be composed of up to ​ representatives designated by each of Poseida and Roche (though the Parties need not have the same number of representatives on the JMT). Each Party shall designate one of its representatives as its primary contact for JMT matters (such Party’s “JMT Co-Chair”). The Parties, through their respective Alliance Managers, shall align on membership of the JMT ensuring that representatives are appropriate for the tasks then being undertaken and the stage of Manufacturing Process development, in terms of their seniority, availability, function in their respective organizations, training and experience. A Party may replace any or all of its JMT representatives (or JMT Co-Chair) at any time by informing the other Party in advance in writing (which may be by email). Once established, the JMT shall meet ​. Either Party may invite a reasonable number of other employees, consultants, manufacturing contractors, or scientific advisors to attend a JMT meeting in a non-voting capacity with prior written notice to the other Party; provided that such invitees are bound by appropriate confidentiality and invention assignment obligations consistent with the terms of this Agreement. The JMT shall meet and operate during the period commencing upon its formation until completion of the last Technology Transfer of a Tier 1 Program, Optioned Tier 2 Program, or Collaboration Program, unless earlier dissolved by the JSC. Thereafter, the JMT shall cease operations and perform no further functions under this Agreement.

Formation and Composition. Within ​ of the Effective Date, the Parties shall establish a joint steering committee (the “JSC”) to monitor and provide strategic oversight of the activities under this Agreement, all in accordance with this [Section 2.4.1]. The JSC shall be composed of up to ​ representatives from each of the Parties (though the Parties need not have the same number of representatives on the JSC). Each Party shall designate one of its representatives as its primary contact for JSC matters (such Party’s “JSC Co-Chair”). The Parties, through their respective Alliance Managers, shall align on membership of the JSC ensuring that representatives are appropriate for the issues germane to the Dispute in terms of their seniority, availability, function in their respective organizations, training and experience. A Party may replace any or all of its JSC representatives (or JSC Co-Chair) at any time by informing the

Formation and Composition. A joint steering committee will be formed for the Product (the “Joint Steering Committee” or “JSC”) if the Parties mutually agree that such JSC is necessary. The JSC will be a cross-functional committee composed of an equal number of representatives appointed by each of Client and SBL with each of Client and SBL having ​, and with ​ from each of Client and SBL having oversight for quality activities, and with ​ from each of Client and SBL having oversight for manufacturing and supply chain activities, including the transfer and implementation of the Manufacturing Process at the Facility. Either Party may replace any or all of its representatives at any time by providing notice, in writing, of such replacement to the other Party. Each JSC representative (and any replacement therefor) shall have appropriate seniority, knowledge and experience to appropriately carry out its responsibilities on the JSC.

JRC Formation; Composition. The Parties shall establish a joint research committee (the “JRC”) to oversee and direct the Parties’ activities under the Research Programs during the applicable Antigen Research Terms. The Parties shall establish the JRC, and shall use ​ Efforts to do so within ​ days after the Effective Date. The JRC shall be composed of at least three (3) employee representatives of each Party, each with scientific and technical capabilities to carry out the responsibilities of the JRC and sufficient seniority within the applicable Party to make decisions arising within the scope of the JRC’s responsibilities. Each Party may change its JRC representatives from time to time in its sole discretion, effective upon written notice to the other Party of such change. The JRC shall be disbanded after the end of the last Antigen Research Term (except to the extent it needs to be formed again to perform duties relating to improvements under [Section 5.6]).

Formation and Composition. Within ​ after the Effective Date, the Parties shall establish a joint development team (the “JDT”) to coordinate and provide oversight with respect to the Tier 1 Activities, activities under any Early Development Collaboration Programs, and development activities conducted by Poseida for any Tier 2 Program for which Roche makes an Option Maintenance Election pursuant to [Section 3.2.2] (but only until the earlier of Roche’s timely exercise of its Option for such Tier 2 Program or the expiration of the Option Exercise Period for such Tier 2 Program without exercise by Roche of the Option). The JDT shall be composed of up to ​ representatives designated by each of Poseida and Roche (though the Parties need not have the same number of representatives on the JDT). Each Party shall designate one of its representatives as its primary contact for JDT matters (such Party’s “JDT Co-Chair”). The Parties, through their respective Alliance Managers, shall align on membership of the JDT ensuring that representatives are appropriate for the tasks then being undertaken and the stage of development, in terms of their seniority, function in their respective organizations, training and experience. A Party may replace any or all of its JDT representatives (or JDT Co-Chair) at any time by informing the other Party in advance in writing (which may be by email). Once established, the JDT shall meet ​. Either Party may also invite a reasonable number of other employees, consultants, clinical contractors, or scientific advisors to attend a JDT meeting in a non-voting capacity with prior written notice to the other Party; provided that such invitees are bound by appropriate confidentiality and invention assignment obligations consistent with the terms of this Agreement. Unless otherwise agreed by the Parties, the JDT shall meet and operate during the period commencing upon its formation until completion of the last Program Transition of a Tier 1 Program, Optioned Tier 2 Program, or Collaboration Research Program (or Early Development Collaboration Program, as applicable), unless earlier dissolved by the JSC. Thereafter, the JDT shall cease operations and perform no further functions under this Agreement.

Formation and Composition. A core team for that Product (the “Core Team”) will be formed. The Core Team shall be composed of an equal number of representatives from each of SBL and Client, with ​ appointed by each of Client and SBL. Such representatives will include the Project Management Team Leaders of Client and SBL as well as their representatives from manufacturing, technical operations, supply chain, quality assurance, quality control, regulatory affairs or other individuals with expertise and responsibilities for those functions required to execute the Facility modification, the Technology Transfer and Manufacturing. Either Party may replace any or all of its representatives at any time by providing notice, in writing, of such replacement to the other Party. Each Core Team representative (and any replacement therefor) shall have appropriate seniority, knowledge and experience to appropriately carry out its responsibilities on the Core Team.

JMC Formation; Composition. The Parties shall establish a joint manufacturing committee (the “JMC”). The Parties shall establish the JMC, and shall use ​ Efforts to do so within ​ days after the Effective Date. The JMC shall be composed of at least three (3) employee representatives of each Party, each with scientific and technical capabilities to carry out the responsibilities of the JMC and sufficient seniority within the applicable Party to make decisions arising with the scope of the JMC’s responsibilities. Each Party may change its JMC representatives from time to time in its sole discretion, effective upon written notice to the other Party of such change.

Formation; Composition. No later than after ​ after the Effective Date, the Parties will establish a joint steering committee (the “Joint Steering Committee” or “JSC”) comprised of an equal number of representatives from each Party (or appointed representatives of any Affiliate of such Party) with sufficient seniority within the applicable Party to make decisions arising within the scope of the JSC’s responsibilities. The JSC may change its size from time to time by mutual consent of its members, provided that the JSC

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