Formation. As soon as practical, but no later than ​, after the first Target Acceptance Date, the Parties shall establish a joint research committee (the “Joint Research Committee” or “JRC”). The JRC shall consist of ​ representatives from ​, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Parties with respect to the issues falling within the jurisdiction of the JRC. From time to time, each Party may substitute one (1) or more of its representatives to the JRC on written notice to the other Party. The JRC shall be chaired on an annual rotating basis by a JRC representative of either [[Organization A:Organization]] or Licensor, as applicable, with ​ providing the first such chairperson.

Formation. Promptly following notice from Sunesis that it is exercising its Co-Funding Option, the Parties shall establish a Joint Development Committee (“JDC”) with respect to the development of such Co-Funded Product(s). The JDC will be composed of up to three (3) representatives of Biogen Idec (at Biogen Idec’s discretion) and at least one (1) representative of Sunesis who shall be appointed (and may be replaced at any time) by the respective Party on written notice to the other Party in accordance with this Agreement. In the event that Sunesis undergoes a Change of Control (as that term is defined in [Section 3.2.4(b)] above), the JDC shall be dissolved in accordance with [Section 3.2.3(e)].

Formation. Within ​, the Parties shall establish a joint steering committee (the “JSC”) to monitor and coordinate the Development and Commercialization of Licensed Products in the Field in the Territory. The JSC will be composed of an equal number of representatives from each Party and a minimum of ​ representatives of each Party, with # at least ​ senior-level representatives from Zai who are fluent in English, # at least ​ representative of each Party that have direct knowledge and expertise in the development and commercialization of products similar to Licensed Products.

Formation; Existence. It is a limited partnership, general partnership, limited liability company or corporation, as applicable, duly formed, validly existing and in good standing (if applicable) under the laws of the state of its formation and authorized to do business in the state in which the Property owned by such Seller is located.

Formation. Within ​ days after the Effective Date, the Parties will establish a joint advisory committee (the “Joint Advisory Committee” or “JAC”) to oversee and coordinate Research and Development activities under this Agreement and perform such other duties specifically described in this Agreement. The JAC will be comprised of ​ representatives from each Party, with one such representative having ​. The JAC will conduct its responsibilities hereunder in good faith and with reasonable care and diligence. The JAC will meet in person at least # once per Calendar Quarter during the [[Unknown Identifier]] Guide Research Term and # twice per Calendar Year in each Calendar Year following the conclusion of the [[Unknown Identifier]] Guide Research Term, on such dates and at such times and places as agreed to by the members of the JAC. The purpose of the JAC will be to provide a forum for information sharing relating to Research and Development activities conducted pursuant to this Agreement, including information pertaining to Manufacturing as it relates to such Research and Development activities, including commercial scale-up. The JAC will have no decision-making authority except as expressly provided in Sections 2.1.1 and 3.1.2(e))]. Each Party will be responsible for its own expenses relating to attendance at or participation in JAC meetings.

Formation; Existence. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware.

Formation. Upon request by either Party following the initiation of the first Phase III clinical study for a Co-Funded Product, the Parties shall establish a Joint Commercialization Committee (“JCC”) with respect to commercialization of such Co-Funded Product(s). The JCC will be composed of up to three (3) representatives of Biogen Idec (at Biogen Idec’s discretion) and at least one (1) representative of Sunesis who shall be appointed (and may be replaced at any time) by the respective Party on written notice to the other Party in accordance with this Agreement.

Formation; Existence. Seller is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware and qualified to do business in the State of Florida.

Formation. Within ​, the Parties shall establish a joint steering committee (the “JSC”) to monitor and coordinate the Development and Commercialization of Licensed Products in the Field in the Territory. The JSC will be composed of an equal number of representatives from each Party and a minimum of ​ representatives of each Party, with # at least ​ senior-level representatives from Zai who are fluent in English, # at least ​ representative of each Party that have direct knowledge and expertise in the development and commercialization of products similar to Licensed Products.

Formation; Existence. Buyer is duly organized, validly existing and in good standing under the laws of its state of formation, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.