DAC. TAX SECTION 1.848-2(g) (8)
DAC. Ardelyx and Sanofi shall establish a Development Advisory Committee (the “DAC”). The DAC shall remain in effect from the Effective Date until the earlier of [***]. The DAC shall serve as a joint working group for the purpose of approving the Pre-Clinical Development Plan and the Development Plan ([***] having the final decision in case of any persisting disagreement in that respect), and facilitating interactions between the Parties in relation to the performance of the Program. [***]. The DAC shall consist of [***] project leaders, [***], and such additional members as each Party may appoint from time to time as necessary or useful for the performance of the DAC’s responsibilities hereunder. Each Party shall have the right to withdraw or replace its DAC representatives upon written notice to the other Party, provided that any such substitute representative shall have substantially the equivalent position and experience as the representative that such person replaces. The DAC shall hold meetings at such times and places as shall be determined by a consensus of the committee, and, unless determined otherwise by unanimous approval of the DAC, such meetings shall not be held less frequently than once every [***]. Meetings of the DAC may be held in person, via internet, telephonically or by videoconference. Each Party will be responsible for the expenses incurred in connection with its employees, consultants and its members of the DAC attending or otherwise participating in DAC meetings. Each Party’s representatives on the DAC as of the Effective Date are set forth in Exhibit B. For clarity, each Party shall be required to disclose through the DAC or, in the event the DAC is terminated pursuant to Section 3.2, directly to the other Party only such information reasonably necessary to ensure compliance with this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
DAC. The company and the Reinsurer agree to the DAC Tax Election pursuant to Section 1.848-2(g) (8) of Income Tax Regulation under Section 848 of the Internal Revenue of 1986, as amended, whereby:
DAC. A data access committee that oversees access to Data managed by DUOS on behalf of a Data Provider.
DAC. As one of two general partners of EBD, which is the sole general partner of TAG, DAC has no power to vote or to direct the vote and to dispose or to direct the disposition of any shares of the Stock.
DAC. This deed is provided as a draft to be considered by you and your professional adviser. It is based on Canada Life’s understanding of applicable UK tax laws. HM Revenue & Custom’s interpretation and enforcement of tax law may differ. If this happens additional costs and expenses may be incurred in connection with the settlement of inheritance tax (IHT) liabilities. As such, this deed shall not constitute advice of any sort, whether legal or otherwise. It is provided solely for general consideration. We recommend that investors take independent professional advice before they take (or refrain from taking) any action. Canada Life cannot be held responsible for the results of any action that the client may or may not undertake. Please note that the trustees must also complete the relevant self certification form for an entity. The forms are available from our website – xxx.xxxxxxxxxx.xx.xx Guidance Notes How to complete the Trust Deed – Section A (pages 3 to 15)
DAC. Because of his position as one of two general partners of EBD, the sole general partner of TAG, DAC may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 453,176 shares of the Stock, which constitutes approximately 9.9% of the outstanding shares of the Stock. SCHEDULE 13D ------------------------------------- ------------------------- CUSIP NO. 000000000 PAGE 21 OF 27 PAGES -------------------------------------------------------------------------------- TMT-FW Because of its position as one of two general partners of EBD, the sole general partner of TAG, TMT-FW may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 453,176 shares of the Stock, which constitutes approximately 9.9% of the outstanding shares of the Stock. TMT Because of his position as the President and sole shareholder of TMT-FW, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 453,176 shares of the Stock, which constitutes approximately 9.9% of the outstanding shares of the Stock. AMM
DAC. As one of two general partners of EBD which is the sole general partner of TAG, DAC has shared power to vote or to direct the vote and to dispose or to direct the disposition of 453,176 shares of the Stock. TMT-FW As one of two general partners of EBD, which is the sole general partner of TAG, TMT-FW has shared power to vote or to SCHEDULE 13D ------------------------------------- ------------------------- CUSIP NO. 000000000 PAGE 23 OF 27 PAGES -------------------------------------------------------------------------------- direct the vote and to dispose or to direct the disposition of 453,176 shares of the Stock. TMT As the President and sole shareholder of TMT-FW, which is one of two general partners of EBD, which is the sole general partner of TAG, TMT has shared power to vote or to direct the vote and to dispose or to direct the disposition of 453,176 shares of the Stock.
DAC. Based on the assumptions set forth in Item 4 and in Schedule 1 to the Purchase Agreement and because of his position as one of two general partners of EBD, the sole general partner of TAG, DAC may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 453,176 shares of the Stock, which constitutes approximately 12.2% of the 3,713,419 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) of the Act. TMT-FW Based on the assumptions set forth in Item 4 and in Schedule 1 to the Purchase Agreement and because of its position as one of two general partners of EBD, the sole SCHEDULE 13D ------------------------------------- ------------------------- CUSIP NO. 000000000 PAGE 21 OF 27 PAGES -------------------------------------------------------------------------------- general partner of TAG, TMT-FW may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 453,176 shares of the Stock, which constitutes approximately 12.2% of the 3,713,419 Shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) of the Act. TMT Based on the assumptions set forth in Item 4 and in Schedule 1 to the Purchase Agreement and because of his position as the President and sole shareholder of TMT-FW, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 453,176 shares of the Stock, which constitutes approximately 12.2% of the 3,713,419 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) of the Act. XXX
