Common use of Joint Steering Committee Clause in Contracts

Joint Steering Committee. Promptly after the Effective Date, the Parties shall form a Joint Steering Committee comprised of three (3) representatives of each of TOTAL and AMYRIS. The Parties shall alternate selecting the chairperson of the JSC on an annual basis with TOTAL selecting the first chairperson. The JSC shall meet no less frequently than once every three (3) months or as otherwise needed, as reasonably determined by the Parties, during the Term of this Agreement. Such meetings shall be conducted in person or, if otherwise agreed by the Parties, by videoconference and teleconference. The JSC shall agree upon the time and location of the meetings. A reasonable number of additional representatives of a Party may attend meetings of the JSC in a non-voting capacity, subject to the confidentiality provisions of Article 9. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect until the expiration of the Term (or for such longer period upon which the Parties agree in writing). All decisions of the JSC shall be made by a vote of any four (4) members of the JSC, with each member having one (1) vote, except as otherwise expressly provided elsewhere in this Agreement. A quorum of the JSC shall consist of four (4) or more members. Any disputes related to the governance of the JSC shall be resolved under the dispute resolution provisions of Article 12. The chairperson of the JSC shall be responsible for scheduling the quarterly meetings on no less than forty-five (45) business days’ notice (which notice may be given via electronic email) and calling non-scheduled meetings, as necessary and agreed to by the Parties, on no less than ten (10) business days’ notice (which notice may be given via electronic email). The chairperson shall record the minutes of the meeting and such minutes shall be circulated to the members of the JSC within two (2) business days following the meeting for review and comment. Thereafter, at the next meeting of the JSC, such minutes shall be considered for approval. All notices to be provided by a Party to the JSC shall be sent to the chairman of the JSC. All notices received by the chairman of the JSC shall be distributed to the other members of the JSC. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect until the expiration of the Term (or for such longer period upon which the Parties agree in writing). The Joint Steering Committee shall be responsible for the general affairs of the R&D Collaboration and, among other things:

Joint Steering Committee. Promptly after 2.1. Creation and Structure of the Effective Date, the JSC. The Parties shall form create a joint steering committee (the “JSC”) to facilitate the Parties’ Research and Development collaboration called for herein. The JSC shall be the executive committee responsible for the overall governance of the Parties’ Research and Development activities under this Agreement during the Development Term, including the activities of the Joint Steering Research and Development Committee comprised (“JRDC”). The JSC shall consist of three (3) representatives of designated by each of TOTAL and AMYRISParty, or such other number as the Parties may mutually agree. The Parties As soon as practicable following the Effective Date (but in -14- no event more than thirty (30) days following the Effective Date), each Party shall alternate selecting designate by written notice its initial representatives on the chairperson of the JSC on an annual basis with TOTAL selecting the first chairpersonJSC. The JSC shall meet no less frequently than once every three (3) months or as otherwise needed, as reasonably determined by the Parties, during the Term of this Agreement. Such meetings shall be conducted in person orThereafter, if otherwise agreed by the Parties, by videoconference and teleconference. The JSC shall agree upon the time and location of the meetings. A reasonable number of additional representatives of a Party may attend meetings of the JSC in a nonAVEO provides written notice to Schering-voting capacity, subject Plough that it elects not to the confidentiality provisions of Article 9. Each Party shall pay its own expenses related to participation participate in the JSC. The , the JSC shall remain be disbanded and all decisions and responsibilities previously in effect until the expiration of the Term (or for such longer period upon which the Parties agree in writing). All decisions purview of the JSC shall be made and assumed by Schering-Plough. The JSC shall appoint a vote chairperson from among its members, who shall alternate annually between representatives of AVEO and representatives of Xxxxxxxx-Xxxxxx, with the first such chairperson being an AVEO representative. Each Party shall be free to change its representatives on written notice to the other or to send a substitute representative to any four (4) members JSC meeting; provided, however, that each Party will ensure that at all times during the existence of the JSC, with each its representatives on the JSC are appropriate in terms of expertise and seniority (including at least one member having one (1of senior management) vote, except as otherwise expressly provided elsewhere in this Agreementfor the then current stage of Research and Development of Licensed Products. A quorum At the end of the JSC shall consist of four (4) or more members. Any disputes related to the governance of Development Term, the JSC shall be resolved under the dispute resolution provisions of Article 12. The chairperson of the JSC disbanded and Schering-Plough shall be responsible for scheduling the quarterly meetings on no less than forty-five (45) business days’ notice (which notice may be given via electronic email) and calling non-scheduled meetings, as necessary and agreed to by the Parties, on no less than ten (10) business days’ notice (which notice may be given via electronic email). The chairperson shall record the minutes of the meeting and such minutes shall be circulated to the members of the JSC within two (2) business days following the meeting for review and comment. Thereafter, at the next meeting of the JSC, such minutes shall be considered for approval. All notices to be provided by a Party to the JSC shall be sent to the chairman assume all responsibilities of the JSC. All notices received by the chairman of the JSC shall be distributed to the other members of the JSC. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect until the expiration of the Term (or for such longer period upon which Thereafter, the Parties agree in writing). The Joint Steering Committee shall be responsible for the general affairs of the R&D Collaboration and, among other things:meet semi-annually at mutually agreed times and places to discuss Development activities under this Agreement.

Joint Steering Committee. Promptly after Commencing with the Effective Date, the Parties shall form establish a joint steering committee (the “Joint Steering Committee” or “JSC”) to oversee the implementation of the Marketing Plan, including pricing, reimbursement and market access of the Product and all commercial strategies undertaken by Coeptis with respect to the Product. The JSC shall have access to all data related to the marketing, sale and distribution of Products in the Territory. Each Party shall be entitled to designate two representatives to the Joint Steering Committee comprised of three (3) representatives of each of TOTAL and AMYRISthe “Representatives”). The Parties shall alternate selecting the chairperson of the JSC on an annual basis with TOTAL selecting the first chairperson. The JSC ensure that their respective Representatives shall meet no less frequently than once every three (3) months or as otherwise needed, as reasonably determined be bound by the Parties, during the Term of confidentiality arrangements set out in this Agreement. Such meetings shall be conducted in person or, if otherwise agreed by the Parties, by videoconference and teleconference. The JSC shall agree upon the time and location of the meetings. A reasonable number of additional representatives of a Party may attend meetings of the JSC in a non-voting capacity, subject to the confidentiality provisions of Article 9. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect until the expiration of the Term (or for such longer period upon which the Parties agree in writing). All decisions first meeting of the JSC shall be made held as soon as practicable, but no later than 30 days after the Effective Date and thereafter the Joint Steering Committee shall meet at least once per quarter. Meetings shall be at locations and times to be mutually agreed upon by a vote of the Parties. The JSC may make decisions with respect to any four (4) members of subject matter that is subject to the JSC’s decision making authority and responsibilities as set forth above, with each member having one (1) vote, except as unless provided otherwise expressly provided elsewhere in this Agreement. A quorum Regardless of the number of individuals attending any JSC meeting, each Party shall consist of four (4) or more membershave a single vote. Any disputes related The Representatives shall attempt to reach consensus prior to making any material decisions; provided, however, that where - after good faith efforts - such consensus is not achieved, then the governance of Chief Executive Officers from Kitov and Coeptis shall be entitled to make the final decision through mutual agreement, which decision shall be binding upon the Parties. All activities conducted by and decisions made by the JSC shall be resolved under consistent with and subject to the dispute resolution provisions of Article 12. The chairperson of this Agreement, and the JSC shall be responsible for scheduling not have any power to take any action that conflicts with the quarterly meetings on no less than forty-five (45) business days’ notice (which notice may be given via electronic email) and calling non-scheduled meetingsterms of this Agreement or to amend, as necessary and agreed to by the Parties, on no less than ten (10) business days’ notice (which notice may be given via electronic email). The chairperson shall record the minutes modify or waive compliance with any of the meeting and such minutes terms of this Agreement. Coeptis shall provide the JSC copies of all reports required to be circulated delivered by it to any party under this Agreement. Both Parties shall provide the JSC with regular updates regarding any regulatory activity in which it is involved related to the members of the JSC within two (2) business days following the meeting for review and comment. Thereafter, at the next meeting of the JSC, such minutes shall be considered for approvalProduct. All notices to be provided information disclosed by a Party to Representatives in the course of their participation on the JSC shall be sent to the chairman of the JSC. All notices received by the chairman of the JSC shall be distributed to the other members of the JSC. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect until the expiration of the Term (or for such longer period upon which the Parties agree in writing). The Joint Steering Committee shall be responsible for the general affairs of the R&D Collaboration and, among other things:constitute Confidential Information hereunder.

Joint Steering Committee. Promptly after following the Effective Date, the Parties shall form establish a Joint Steering Committee comprised joint steering committee (the “JSC”) to provide for the exchange of three (3) representatives of each of TOTAL information and AMYRIS. The Parties shall alternate selecting ideas regarding the chairperson continued research and development of the JSC on an annual basis with TOTAL selecting Licensed Compounds, to plan and monitor the first chairpersonconduct of such research and activities during the Term and to provide and receive updates regarding the invention or development of any Improvements. The JSC shall meet no less frequently than once every three (3) months not have any decision-making authority and is not authorized to [***] or as otherwise needed, as reasonably determined by the Parties, during the Term of this Agreementto [***]. Such meetings shall be conducted in person or, if otherwise agreed by the Parties, by videoconference and teleconference. The JSC shall agree upon the time and location Each of the meetings. A reasonable number of additional Parties shall designate in writing [***] representatives of a Party may attend meetings of the JSC in a non-voting capacity, subject to the confidentiality provisions of Article 9. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect until the expiration of the Term (or for such longer period upon which the Parties agree in writing). All decisions of the JSC shall be made by a vote of any four (4) members of the JSC, with each member having one (1) vote, except as otherwise expressly provided elsewhere in this Agreement. A quorum of the JSC shall consist of four (4) or more members. Any disputes related to the governance of the JSC shall be resolved under the dispute resolution provisions of Article 12. The chairperson of the JSC shall be responsible for scheduling the quarterly meetings on no less than forty-five (45) business days’ notice (which notice may be given via electronic email) and calling non-scheduled meetings, as necessary and agreed to by the Parties, on no less than ten (10) business days’ notice (which notice may be given via electronic email). The chairperson shall record the minutes of the meeting and such minutes shall be circulated to the members of the JSC within two (2) business days following the meeting for review and comment. Thereafter, at the next meeting of the JSC, such minutes shall be considered for approval. All notices to be provided by a Party to the JSC shall be sent to the chairman of the JSC. All notices received by the chairman of the JSC shall be distributed to the other members of the JSC. Each Party shall pay have the right at any time to substitute individuals, on a permanent or temporary basis, for any of its own expenses related previously designated representatives to participation in the JSCJSC by giving written notice to the other Party. The JSC shall remain establish a schedule of times for regular meetings to be conducted by teleconference or in effect until person as it shall determine. The Parties shall each bear all expenses of their respective JSC representatives related to their participation on the expiration JSC and attendance at JSC meetings; provided that if Xxxxx reimburses any of its, or its Affiliates, officers, directors or employees for such participation it shall so notify Northern and it shall reimburse Northern for the participation of any of its, or its Affiliates, officers, directors or employees for such participation on the same terms. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Term (or for such longer period upon which the Parties agree in writing)Securities Act of 1933, as amended. The Joint Steering Committee shall be responsible for the general affairs of the R&D Collaboration and, among other things:CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL EXECUTION COPY LICENSE AGREEMENT

Joint Steering Committee. Promptly after the Effective Date, the The Parties shall form have established a Joint Steering Committee comprised (“JSC”) to oversee and discuss the Parties’ Commercialization activities. The JSC shall also serve as the Joint Steering Committee (formerly referred to as the Joint Development Committee, or JDC) under the Restated Development Agreement. In addition to its responsibilities under the Restated Development Agreement, the JSC shall serve as a means of overseeing spending under the Budget and any modifications to the Budget (which shall occur only in accordance with Section 3.9), and overseeing the Parties’ activities under this Agreement, including the Annual Marketing Plan and Annual Field Support Plan. The JSC shall be composed of up to three (3) business and technical representatives of each of TOTAL Party, who shall be appointed (and AMYRISmay be replaced at any time) by such Party on written notice to the other Party. The Parties shall alternate selecting the chairperson Any member of the JSC may designate a substitute to attend and perform the functions of that member at any meeting of the JSC. One JSC member from each Party shall be designated as that Party’s “JSC Chair.” The two JSC Chairs shall jointly send notices and agendas for all regular JSC meetings to all JSC members, and shall be entitled to cast votes on an annual basis with TOTAL selecting the first chairpersonbehalf of their respective Parties. The JSC shall meet no less frequently than once every three (3) months six months, or more frequently as otherwise needed, as reasonably determined by the Parties, during the Term of this Agreement. Such meetings shall be conducted in person or, if otherwise agreed by the PartiesJSC. In addition, by videoconference and teleconference. The JSC shall agree upon the time and location of the meetings. A reasonable number of additional representatives of a either Party may attend meetings call a JSC meeting by delivering a written notice of the JSC in a non-voting capacity, subject such requested meeting to the confidentiality provisions other Party, and the Parties must then hold a JSC meeting within fifteen (15) days of Article 9receipt of such notice (or such longer period as requested by the Party delivering such notice). Meetings may be held in person, telephonically or by video conference. Each Party shall pay use Commercially Reasonable Efforts to cause its own expenses related representatives to participation in attend the JSC. The JSC shall remain in effect until the expiration of the Term (or for such longer period upon which the Parties agree in writing). All decisions of the JSC shall be made by a vote of any four (4) members of the JSC, with each member having one (1) vote, except as otherwise expressly provided elsewhere in this Agreement. A quorum of the JSC shall consist of four (4) or more members. Any disputes related to the governance of the JSC shall be resolved under the dispute resolution provisions of Article 12. The chairperson of the JSC shall be responsible for scheduling the quarterly meetings on no less than forty-five (45) business days’ notice (which notice may be given via electronic email) and calling non-scheduled meetings, as necessary and agreed to by the Parties, on no less than ten (10) business days’ notice (which notice may be given via electronic email). The chairperson shall record the minutes of the meeting and such minutes shall be circulated to the members of the JSC within two (2) business days following the meeting for review and comment. Thereafter, at the next meeting of the JSC, such minutes shall be considered for approval. All notices to be provided by a Party to the JSC shall be sent to the chairman of the JSC. All notices received by the chairman If a representative of a Party is unable to attend a meeting, such Party may designate an alternate to attend such meeting in place of the JSC shall be distributed to absent representative. In addition, each Party may, at its discretion, invite non-voting employees, and, with the consent of the other members Party’s JSC Chair, consultants or scientific advisors, to attend the meetings of the JSC. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect until the expiration of the Term (or for such longer period upon which the Parties agree in writing). The Joint Steering Committee shall be responsible for the general affairs of the R&D Collaboration and, among other things:.

Joint Steering Committee. Promptly Within sixty (60) days after the Amendment Effective Date, the Parties shall form establish a Joint Steering Committee comprised of three (3) representatives of each of TOTAL and AMYRISthe “JSC”). The Parties JSC shall alternate selecting have review and oversight responsibilities for all activities to be performed under the chairperson Work Plan, discuss and attempt to resolve any deadlocked issues arising at the Project Team, review and approve any amendments to the Work Plan, including the Phase II Development Plan, and serve as a forum for discussion of other issues arising under the Agreement regarding the development, manufacturing or commercialization of the JSC on an annual basis with TOTAL selecting the first chairpersonLicensed Product from time to time. The JSC shall meet no less frequently than once every three (3) months or as otherwise needed, often as reasonably determined agreed upon by the Parties, which shall be at least semi-annually during the Term conduct of this Agreement. Such meetings shall be conducted in person or, if otherwise the Phase II Development Plan at such places (or by teleconference or videoconference) and times agreed by the Parties, ; provided that the term of the JSC shall cease upon receipt by videoconference and teleconferenceGSK of the first Approval of the Licensed Product. The JSC shall agree upon the time be comprised of GSK representatives and location of the meetings. A reasonable up to two (2) representatives from Unigene (or such other number of additional representatives of a Party as the Parties may attend meetings of agree); provided, that the JSC in a nonGSK representatives and the Unigene representatives shall be authorized by GSK or Unigene, respectively, to have decision-voting capacity, subject making capabilities with respect to the confidentiality provisions types of Article 9. Each Party shall pay its own expenses related to participation in matters discussed and decided upon at the JSC. The JSC shall remain in effect until the expiration of the Term (or for such longer period upon which the Parties agree in writing). All decisions Unigene members of the JSC shall be made provided with a copy of all reports to or by a vote of any four (4) members of the JSC, with each member having one (1) vote, except as otherwise expressly provided elsewhere in this Agreement. A quorum including summaries of the JSC shall consist of four (4) or more members. Any disputes related to the governance of the JSC shall be resolved under the dispute resolution provisions of Article 12. The chairperson of the JSC shall be responsible for scheduling the quarterly meetings on no less than forty-five (45) business days’ notice (which notice may be given via electronic email) and calling non-scheduled meetings, as necessary meeting materials and agreed to by the Parties, on no less than ten (10) business days’ notice (which notice may be given via electronic email). The chairperson shall record the minutes of the meeting and such minutes shall be circulated to the members of the JSC within two (2) business days following the meeting for review and comment. Thereafterminutes, at the next meeting of the JSC, same time such minutes shall be considered for approval. All notices reports are provided to be provided by a Party to the JSC shall be sent to the chairman of the JSC. All notices received by the chairman of the JSC shall be distributed to the other GSK members of the JSC. Each Party shall pay may replace any or all of its own expenses related representatives on the JSC at any time upon written notice to participation the other Party in accordance with Section 11.4 of this Agreement. Any member of the JSC may designate a substitute to attend and perform the functions of that member at any meeting of the JSC. The JSC shall remain Each Party may, in effect until the expiration its reasonable discretion, invite non-member representatives of such Party to attend meetings of the Term (or for such longer period upon which JSC as a non-voting participant, subject to the Parties agree in writing)confidentiality obligations of Article 8. The Joint Steering Committee A representative of GSK shall be responsible for designated as the general affairs chairperson to oversee the operation of the R&D Collaboration andJSC. Each Party shall bear all expenses it incurs in regard to participating in all meetings of the JSC, among other things:including all travel and living expenses. All decisions of the JSC on matters for which it has responsibility shall be made unanimously; provided, that any decision that cannot be made unanimously by the JSC, including decisions referred to the JSC by the Project Team, shall be finally decided by GSK.

Joint Steering Committee. Promptly after To coordinate the Effective Dateactivities under this Agreement, the Parties shall parties will form a Joint Steering Committee comprised of three (3) representatives of each of TOTAL and AMYRIS. The Parties shall alternate selecting the chairperson of the JSC on an annual basis with TOTAL selecting the first chairperson“JSC”). The JSC shall will meet no less frequently than once every three (3) months or as otherwise needed, as reasonably on a schedule to be determined by parties, but not less than twice yearly, and will be responsible for generally sharing information regarding the Partiesactivities of the parties and shall include, during without limitation, (a) review of non-clinical and toxicology programs to maximize the Term potential for use in multiple territories, (b) periodic updates on the status of this Agreementthe clinical development program and sharing of pharmacovigilance information, (c) review of marketing plans and sales forecasts and the coordination of activities at international conferences, (d) coordination of marketing activities that have an international component, including medical education and promotion, and (e) determining cost allocation for joint activities. Such meetings Sublicensor and Sublicensee shall each appoint one of its members as a JSC co-chair (“JSC Co-Chair”). Sublicensor’s JSC Co-Chair shall be conducted in person or, if otherwise agreed by chairperson of all the Parties, by videoconference and teleconferenceJSC meetings. The JSC shall agree upon the time and location of the meetings. A reasonable number of additional representatives of a Party may attend meetings of the JSC in a nonCo-voting capacity, subject to the confidentiality provisions of Article 9. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect until the expiration of the Term (or for such longer period upon which the Parties agree in writing). All decisions of the JSC Chairs shall be made by a vote of any four (4) members of jointly responsible for preparing the JSCmeeting agenda, with each member having one (1) vote, except as otherwise expressly provided elsewhere in this Agreement. A quorum of the and Sublicensor’s JSC shall consist of four (4) or more members. Any disputes related to the governance of the JSC shall be resolved under the dispute resolution provisions of Article 12. The chairperson of the JSC Co-Chair shall be responsible for scheduling preparing the quarterly meetings on no less than forty-five (45) business days’ notice (which notice may be given via electronic email) and calling non-scheduled meetings, as necessary and agreed to by the Parties, on no less than ten (10) business days’ notice (which notice may be given via electronic email). The chairperson shall record first draft of the minutes of the from such meeting. JSC meeting and such minutes shall be circulated distributed in draft form to the members of the JSC within two not later than thirty (230) business days following each JSC meeting, and shall be deemed accepted and effective unless the other party’s JSC Co-Chair has objected to the same in writing within thirty (30) days of its receipt of such minutes. Final minutes of each JSC meeting for review shall be promptly distributed to the parties. Each party shall bear its own personnel and commenttravel costs and expenses relating to JSC meetings. Thereafter, at the next meeting As of the JSCEffective Date, such minutes shall be considered for approval. All notices to be provided by a Party to the parties agree that participation on, and any duties associated with, the JSC shall be sent to the chairman of the JSC. All notices received by the chairman of the JSC voluntary, and no penalty under this Agreement shall be distributed to the other members of the JSC. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect until the expiration of the Term (or apply for such longer period upon which the Parties agree in writing). The Joint Steering Committee shall be responsible for the general affairs of the R&D Collaboration and, among other things:non-participation.

Joint Steering Committee. Promptly The parties will establish a joint steering committee (“JSC”) consisting of equal representation from Foundation and Company within [**] days after the Second Amendment Effective Date. The parties acknowledge and agree that the individuals listed on Exhibit SA-8 have been approved, as of the Second Amendment Effective Date, to serve as the Parties shall form a Joint Steering Committee comprised of three (3) Foundation’s representatives of each of TOTAL and AMYRIS. The Parties shall alternate selecting the chairperson of to the JSC on an annual basis and there is no need for the parties to perform the procedures set forth in Second Amendment Section 18(f) with TOTAL selecting the first chairperson. The JSC shall meet no less frequently than once every three (3) months or as otherwise needed, as reasonably determined by the Parties, during the Term of this Agreement. Such meetings shall be conducted in person or, if otherwise agreed by the Parties, by videoconference and teleconference. The JSC shall agree upon the time and location of the meetings. A reasonable number of additional representatives of a Party may attend meetings of the JSC in a non-voting capacity, subject respect to the confidentiality provisions of Article 9. Each Party shall pay its own expenses related their appointment to participation in the JSC. The JSC shall remain be comprised of at least [**] representatives of each party, each with appropriate decision-making authority to enable the JSC to fulfill its obligations under this Agreement, and which in effect until the expiration case of Foundation may be Third Party advisors of Foundation, provided they are appointed pursuant to the conditions specified in Second Amendment Section 18(f). Changes in the designation of JSC members by each party may occur at any time during the Term upon written notification by a party to the other party. The JSC, as its first order of business, shall select a chairperson from one party and a secretary from the other party, to alternate on an annual basis. Subject to the confidentiality provisions of the Term (Agreement and any appropriate agreements with respect to intellectual property or for such longer period upon which conflicts of interest, the Parties agree in writing). All decisions JSC may invite other representatives of the parties with special skills or knowledge (and who, in ​ ​ the case of Foundation, may be Third Party advisors of Foundation) to attend JSC meetings where appropriate. Each party shall disclose to the other its proposed agenda items in advance of each JSC meeting, and the chairperson shall distribute a draft agenda reflecting such proposed agenda items reasonably in advance of each meeting. The JSC shall be made by a vote of any four (4) members of the JSC, with each member having one (1) vote, except adopt such other procedural rules as otherwise expressly provided elsewhere in this Agreementare necessary or convenient for its work. A quorum of the JSC shall consist of four (4) or more members. Any disputes related to the governance of the JSC shall be resolved under the dispute resolution provisions of Article 12. The chairperson of the JSC Each party shall be responsible for scheduling the quarterly all travel and other costs for its representatives to attend meetings on no less than forty-five (45) business days’ notice (which notice may be given via electronic email) of, and calling non-scheduled meetingsotherwise participate on, as necessary and agreed to by the Parties, on no less than ten (10) business days’ notice (which notice may be given via electronic email). The chairperson shall record the minutes of the meeting and such minutes shall be circulated to the members of the JSC within two (2) business days following the meeting for review and comment. Thereafter, at the next meeting of the JSC, such minutes shall be considered for approval. All notices to be provided by a Party to the JSC shall be sent to the chairman of the JSC. All notices received by the chairman of the JSC shall be distributed to the other members of the JSC. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect continue to function until the expiration earliest of: (i) the effective date of a Special Termination, (ii) the Company’s receipt of a Reversion Notice or a Buy-Out Notice or (iii) the end of the Term Term. If the JSC stopped functioning on account of a Special Termination and the Company subsequently provides a Development Election Notice pursuant to Second Amendment Section 3(d), then the JSC shall resume functioning promptly upon the Foundation’s receipt of such Development Election Notice. Such reconvened JSC shall have the duties specified in Second Amendment Section 2(c) and, regardless of whether Proof-of-Concept has been achieved as of the date of the Development Election Notice, it shall meet and make decisions in accordance with the provisions of Second Amendment Section 5(e) (or for such longer period upon which the Parties agree in writingand not Second Amendment Section 5(d)). The Joint Steering Committee shall be responsible for the general affairs of the R&D Collaboration and, among other things:​

Joint Steering Committee. Promptly after On the Effective Date, the Parties shall form establish a Joint Steering Committee comprised of three joint steering committee (3) representatives of each of TOTAL and AMYRIS. The Parties shall alternate selecting the chairperson of the JSC on an annual basis with TOTAL selecting the first chairperson“JSC”). The JSC shall have and perform the following responsibilities, provided the JSC shall have no authority to amend this Agreement: (a) oversight with respect to the conduct of the Development Program and implementation and execution of the Development Plan; (b) reviewing and approving the Development Plan and all amendments thereto; (c) reviewing and discussing the overall performance of Development activities by the Parties and comparing same to the diligence obligations set forth in Section 3.2; (d) reviewing and/or ensuring the exchange of all Technology, proprietary materials, reports or other information submitted to each Party or the JSC pursuant to this Agreement; (e) attempting to resolve all matters between the Parties that are in dispute; and (f) performing such other functions as appropriate to further the purposes of this Agreement, as expressly set forth in this Agreement or as mutually determined by the Parties in writing. The JSC shall be comprised of four (4) members, consisting of two (2) from Ocugen and two (2) from XxxXxxx, which members shall review and discuss at each meeting of the JSC, among other things, the Development Program, including Development activities being undertaken by the Parties and strategies and decisions to carry out co-Development of Products as specified in this Agreement. The JSC shall establish a schedule of times for regular meetings and special meetings may be convened by any member upon not less than thirty (30) days’ written notice to the other members. In no event shall the JSC meet no less frequently than once every three calendar quarter and at least two (32) months or as otherwise needed, as reasonably determined by the Parties, during the Term of this Agreement. Such meetings per calendar year shall be conducted in-person meetings. At each JSC meeting, the presence in person or, if otherwise agreed of at least one (1) member designated by each Party shall constitute a quorum and the Parties, by videoconference and teleconference. The JSC shall agree upon the time and location of the meetings. A reasonable number of additional representatives of a Party may attend meetings of shall have one (1) collective vote on all matters before the JSC in a non-voting capacity, subject to the confidentiality provisions of Article 9. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect until the expiration of the Term (or for at such longer period upon which the Parties agree in writing)meeting. All decisions of the JSC shall be made by a unanimous vote. If unanimous vote of any four (4) members of is not achieved, the JSC, with each member having one (1) vote, except as otherwise expressly provided elsewhere in this Agreement. A quorum of the JSC Parties shall consist of four (4) or more members. Any disputes related to the governance of the JSC shall be resolved under resolve the dispute resolution provisions in accordance with the terms of Article 12. The chairperson of the JSC shall be responsible for scheduling the quarterly meetings on no less than forty-five (45) business days’ notice (which notice may be given via electronic email) and calling non-scheduled meetings, as necessary and agreed to by the Parties, on no less than ten (10) business days’ notice (which notice may be given via electronic email). The chairperson shall record the minutes of the meeting and such minutes shall be circulated to the members of the JSC within two (2) business days following the meeting for review and comment. Thereafter, at the next meeting of the JSC, such minutes shall be considered for approval. All notices to be provided by a Party to the JSC shall be sent to the chairman of the JSC. All notices received by the chairman of the JSC shall be distributed to the other members of the JSC. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect until the expiration of the Term (or for such longer period upon which the Parties agree in writing). The Joint Steering Committee shall be responsible for the general affairs of the R&D Collaboration and, among other things:Section 11.6.

Joint Steering Committee. Promptly Prior to or within [***] after the Effective Date, the Parties shall will form a Joint Steering Committee comprised joint steering committee (“JSC”) to oversee the collaboration and exchange of three (3) representatives of each of TOTAL services, technology, and AMYRIS. The Parties shall alternate selecting other information between the chairperson of the JSC on an annual basis with TOTAL selecting the first chairpersonParties. The JSC shall meet no less frequently than once every three will have [***] participants from each Party (3) months or as otherwise needed, as reasonably determined by the Parties, during the Term of this Agreement. Such meetings shall be conducted in person or, if otherwise agreed by the Parties, by videoconference and teleconference. The JSC shall agree upon the time and location of the meetings. A reasonable such other number of additional representatives of a Party may attend meetings of the JSC in a non-voting capacity, subject to the confidentiality provisions of Article 9. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect until the expiration of the Term (or for such longer period upon which as the Parties may agree in writing), and each Party will nominate its representatives on the JSC within [***] following the Effective Date. All The participants from each Party will be members of such Party’s senior management or senior scientific teams, as appropriate, with the necessary expertise in the manufacturing and clinical development of antibody products to make decisions arising within the scope of the JSC’s responsibilities, and each Party may change one or more of its representatives to the JSC upon written notice to the other Party. Within [***] after the Effective Date, each of WuXi and Vir will nominate a representative to serve as the co-chairpersons of the JSC shall and, in such capacity, will be made by a vote responsible for agreeing on and setting the agenda of any four (4) members meetings of the JSC, with input from the other participants, and for conducting the meetings of the JSC and circulating minutes thereafter. The JSC will meet [***] after the Effective Date, and thereafter, [***] (“JSC Meetings”). At least one JSC Meeting conducted during each Calendar year will be conducted in person at a location determined by the JSC in advance of such JSC Meetings. The Parties agree that their respective Alliance Managers may attend the JSC meetings on a non-voting basis. If agreed by the JSC on a case-by-case basis, the JSC may invite other non-members (including working team members) to participate in the discussions and meetings of the JSC on a non-voting basis, provided that any such non-member having one (1) voteparticipants that are not employees of a Party are bound by written obligations of confidentiality, except non-disclosure, and non-use provisions at least as otherwise expressly provided elsewhere restrictive as those set forth in this Agreement. A quorum of the In addition to JSC shall consist of four (4) Meetings, one or more members. Any disputes non-JSC members from each Party, including scientists, engineers and other persons that are actively engaged in, or otherwise directly responsible and with direct visibility into, the conduct of Development Activities, as appropriate and agreed, will meet more frequently to plan scientific and Manufacturing Process development experiments, exchange data, and discuss results, in each case, related to the governance of Development Activities. Any issues arising in connection with the non-JSC meetings referenced in the immediately preceding sentence shall be resolved under the dispute resolution provisions of Article 12. The chairperson of the JSC shall be responsible for scheduling the quarterly meetings on no less than forty-five (45) business days’ notice (which notice may be given via electronic email) and calling non-scheduled meetings, as necessary and agreed escalated to by the Parties, on no less than ten (10) business days’ notice (which notice may be given via electronic email). The chairperson shall record the minutes of the meeting and such minutes shall be circulated to the members of the JSC within two (2) business days following the meeting respective Alliance Managers for review and comment. Thereafter, at the next meeting of the JSC, such minutes shall be considered for approval. All notices to be provided by a Party to the JSC shall be sent to the chairman of the JSC. All notices received by the chairman of the JSC shall be distributed to the other members of the JSC. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect until the expiration of the Term (or for such longer period upon which the Parties agree in writing). The Joint Steering Committee shall be responsible for the general affairs of the R&D Collaboration and, among other things:resolution.

Joint Steering Committee. Promptly Within [**] after the Effective Date, the Parties shall form establish a Joint Steering Committee comprised cross-functional, joint steering committee (the “JSC”) composed of three up to [**] representatives from each Party (provided that each Party has an equal number of representatives) that will oversee and provide strategic guidance with respect to the research and sharing contemplated under Article 2 and Article 3) , and have the functions and powers further set forth in Section 7.5. Each Party shall appoint its respective representatives of each of TOTAL to the JSC from time to time, and AMYRISmay change its representatives, in its sole discretion, effective upon reasonable prior written notice to the other Party designating such change. The representatives from each Party on the JSC shall have appropriate technical credentials, experience and knowledge pertaining to and ongoing familiarity with gene editing products and the collaboration of the Parties under this Agreement. Xxxxx’x Alliance Manager shall alternate selecting the chairperson be responsible (in consultation with Xxxxx’s Alliance Manager) for circulating agendas no later than [**] prior to each JSC meeting and distributing minutes of the JSC on an annual basis with TOTAL selecting the first chairpersonmeetings. The JSC shall meet no less frequently than once every three [**] (3or at such greater frequency as the JSC members may agree) months or for so long as otherwise needed, as reasonably determined by the Parties, during the Term of this Agreement. Such meetings shall be conducted it remains in person or, if otherwise agreed by the Parties, by videoconference and teleconferenceeffect. The JSC shall agree upon may conduct such meetings by telephone, videoconference, or in person. Each Party may call special meetings with at least [**] prior written notice, or a shorter time period in exigent circumstances, to resolve particular matters requested by such Party that are within the time and location purview of the meetingsJSC. A reasonable number Meetings are effective only if at least [**] of additional representatives of a the JSC for each Party may participates in such meeting. Each Alliance Manager shall be permitted to attend meetings of the JSC as a non-voting observer. Each Party may invite a reasonable number of other participants, in addition to its representatives, to attend JSC meetings in a non-voting capacity; provided, subject that if either Party intends to have any Third Party (including any consultant) attend such a meeting, such Party shall provide prior written notice to the other Party. Such Party shall ensure that such Third Party is bound by confidentiality provisions and non-use obligations consistent with the terms of Article 9this Agreement. Each Party shall pay is responsible for its own expenses related to participation incurred in the JSC. The JSC shall remain connection with participating in effect until the expiration of the Term (or for and attending all such longer period upon which the Parties agree in writing). All decisions of the JSC shall be made by a vote of any four (4) members of the JSC, with each member having one (1) vote, except as otherwise expressly provided elsewhere in this Agreement. A quorum of the JSC shall consist of four (4) or more members. Any disputes related to the governance of the JSC shall be resolved under the dispute resolution provisions of Article 12. The chairperson of the JSC shall be responsible for scheduling the quarterly meetings on no less than forty-five (45) business days’ notice (which notice may be given via electronic email) and calling non-scheduled meetings, as necessary and agreed to by the Parties, on no less than ten (10) business days’ notice (which notice may be given via electronic email). The chairperson shall record the minutes of the meeting and such minutes shall be circulated to the members of the JSC within two (2) business days following the meeting for review and comment. Thereafter, at the next meeting of the JSC, such minutes shall be considered for approval. All notices to be provided by a Party to the JSC shall be sent to the chairman of the JSC. All notices received by the chairman of the JSC shall be distributed to the other members of the JSC. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect until the expiration of the Term (or for such longer period upon which the Parties agree in writing). The Joint Steering Committee shall be responsible for the general affairs of the R&D Collaboration and, among other things:.

Joint Steering Committee. Promptly after the Effective Date, the The Parties shall form a Joint Steering Committee (the “JSC”), which shall have the primary role in monitoring and ensuring the overall success of the development and commercialization of the Diagnostic Test for the Diagnostic Test Intended Use. The JSC shall be comprised of three (3) [**] professionally and technically qualified representatives, [**] from each Party and comprised of representatives with sufficient qualifications to make decisions regarding the Development Plan, Regulatory Plan and Commercialization Plan, considering the stage of each of TOTAL and AMYRIS. The Parties shall alternate selecting the chairperson development or commercialization of the JSC on an annual basis with TOTAL selecting the first chairpersonDiagnostic Test. The JSC shall meet no less frequently than once every three (3) months or as otherwise needed, as reasonably determined by for the Parties, first time within [**] days after the Effective Date and thereafter at least [**] during the Term term of this Agreement. Such , unless the Parties or the JSC decide that more or less frequent meetings are required; provided, however, that in the event of an emergent situation, including a situation in which a decision by the JSC is required, a meeting shall be conducted in person or, if otherwise agreed held within [**] business days after written request for such meeting by the Parties, by videoconference and teleconference. The JSC shall agree upon the time and location of the meetings. A reasonable number of additional representatives of a Party may attend meetings of the JSC in a non-voting capacity, subject to the confidentiality provisions of Article 9either Party. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect until the expiration of the Term (or for such longer period upon which the Parties agree in writing). All decisions appoint co-chairpersons of the JSC shall be made by a vote of any four (4) from among the members of the JSC, with each member having one (1) vote, except as otherwise expressly provided elsewhere in this Agreement. A quorum of the JSC shall consist of four (4) or more members. Any disputes related to the governance of the JSC shall be resolved under the dispute resolution provisions of Article 12. The chairperson of the JSC who shall be responsible for scheduling meetings, setting the quarterly meetings on agenda for JSC meetings, and issuing minutes of JSC meetings. Unanimous concurring votes of all JSC members shall be required for all actions required of the JSC, and no less than forty-five (45) business days’ notice (which notice action may be given via electronic email) taken unless at least one representative of each Party is present and calling non-scheduled meetingsvotes. In the event of an impasse, as necessary and agreed the matter shall be resolved pursuant to by the Parties, on no less than ten (10) business days’ notice (which notice may be given via electronic email)Section 4.4. The chairperson shall record the minutes organization of the meeting and such minutes shall be circulated to the members of the JSC within two (2) business days following the meeting for review place shall alternate between the offices of Idera in Cambridge, Massachusetts, and comment. Thereafterthe offices of Xxxxxx in Des Plaines, at the next meeting of the JSC, such minutes shall be considered for approval. All notices to be provided Illinois or as otherwise decided by a Party to the JSC shall be sent to the chairman of the JSC. All notices received JSC meetings may be conducted in person, by the chairman of the JSC shall be distributed to the other members of telephone or videoconference as agreed by the JSC. Each Party shall pay provide the other Party with written notice of its own expenses related representatives for the JSC promptly after the Effective Date of this Agreement. Each Party may substitute or replace any of its representatives on the JSC at any time and for any reason upon written notice to participation in the JSCother Party. The Additionally, Project Managers shall attend JSC shall remain in effect until meetings as warranted by the expiration proposed agenda of the Term (JSC as non-voting members, and each Party may invite a reasonable number of other guests to the meetings, in order to discuss special technical or for such longer period upon which commercial topics relevant to the Parties agree applicable agenda; provided, that any guests are subject to the confidentiality provisions set forth in writing). The Joint Steering Committee shall be responsible for the general affairs of the R&D Collaboration and, among other things:Article 6.

Joint Steering Committee. Promptly after the Effective Date, the Parties shall will form a Joint Steering Committee (the “JSC”) comprised of three (3) representatives of each of TOTAL J&J and AMYRISArena, unless otherwise agreed by the Parties. The Parties shall alternate selecting One member of the JSC will be selected to act as the chairperson of the JSC on an annual basis JSC, with TOTAL selecting each chairperson acting for a term of 12 months. The chairperson will be selected alternately by Arena and J&J, and J&J will designate the first chairperson. The JSC shall will meet no less frequently than once every three (3) months or as otherwise needed, as reasonably determined by the Parties, at least four times per year during the Research Term of this Agreement. Such meetings shall be conducted in person or, if otherwise agreed by and semi-annually during Early Stage Development or at such greater frequency as the Parties, by videoconference and teleconferenceJSC agrees. The JSC shall only address activities carried out during the Research Term and Early Stage Development. After the end of the Research Term, and once all Development Compounds have moved past Early Stage Development, the JSC shall cease to function until such time as another Development Compound enters Early Stage Development, in which case the JSC will recommence meetings under this Section. Such meetings may be conducted by videoconference, teleconference or in person, as agreed by the Parties (except that at least one of such meetings per year will be conducted in person). The JSC will agree upon the time and location of the meetings. The chairperson or his or her designee will circulate an agenda for each meeting approximately one week before the date scheduled for the meeting, and will include all matters requested to be included on such agenda by either Party. The chairperson, or his or her designee, will take complete and accurate minutes of all discussions occurring at the JSC meetings and all matters decided upon at the meetings except that matters reflecting legal advice of counsel will not be included in such minutes. A copy of the draft minutes of each meeting will be provided to each Party by the chairperson or his or her designee within 20 days after each meeting, or as soon thereafter as practical, and such minutes will be reviewed by the JSC, any needed changes discussed and final minutes agreed to and provided to each Party by the end of the next JSC meeting, or as soon thereafter as practical. Within 30 days after each meeting, or as soon thereafter as practical, the JSC chairperson or his or her designee will provide the Parties with a written report describing, in reasonable detail, the status of the Research Program and all Early Stage Development programs, a summary of the results and progress to date, the issues requiring resolution, and the agreed resolution of previously reported issues. A reasonable number of additional representatives of a Party may attend meetings of the JSC in a non-voting capacity, subject to the confidentiality provisions of Article 9. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect until the expiration of the Term (or for such longer period upon which the Parties agree in writing). All decisions of the JSC shall be made by a vote of any four (4) members of the JSC, with each member having one (1) vote, except as otherwise expressly provided elsewhere in this Agreement. A quorum of the JSC shall consist of four (4) or more members. Any disputes related to the governance of the JSC shall be resolved under the dispute resolution provisions of Article 12. The chairperson of the JSC shall be responsible for scheduling the quarterly meetings on no less than forty-five (45) business days’ notice (which notice may be given via electronic email) and calling non-scheduled meetings, as necessary and agreed to by the Parties, on no less than ten (10) business days’ notice (which notice may be given via electronic email). The chairperson shall record the minutes of the meeting and such minutes shall be circulated to the members of the JSC within two (2) business days following the meeting for review and comment. Thereafter, at the next meeting of the JSC, such minutes shall be considered for approval. All notices to be provided by a Party to the JSC shall be sent to the chairman of the JSC. All notices received by the chairman of the JSC shall be distributed to the other members of the JSC. Each Party shall pay its own expenses related to participation in the JSC. The JSC shall remain in effect until the expiration of the Term (or for such longer period upon which the Parties agree in writing). The Joint Steering Committee shall be responsible for the general affairs of the R&D Collaboration and, among other things:.