Common use of Managing Committee Clause in Contracts

Managing Committee. (a) MiniMed and LRX shall establish a Managing Committee hereunder, which shall consist of two (2) representatives from each of MiniMed and LRX. The initial designees are set forth in Schedule A hereto. MiniMed and LRX may each from time to time replace its respective representatives on the Managing Committee, in its sole and absolute discretion, by notice to the other Party. (b) It is among the objectives of the Parties to design, develop and implement the Target Therapy in a reasonably practicable fashion, subject, however, to the respective corporate regulatory, financial and other obligations and considerations of each of the Parties from time to time determined. To achieve this objective, the Managing Committee shall be responsible for establishing an implementation strategy to carry out the intent of this Agreement, and ultimately to commercialize the Target Therapy. (c) The Managing Committee shall meet at such times and places as it shall determine appropriate to carry out its responsibilities hereunder. Such meetings may be in person or by means of telephonic communication. Either Party may designate an alternate member of the Managing Committee to act on behalf of a member on a temporary or interim basis, in the reasonable discretion of such Party. Either Party, through its Managing Committee members, may call a meeting of the Managing Committee by giving written notice thereof to the members of the other Party. (d) The Managing Committee shall establish guidelines to govern the strategic activities, co-development and related activities of the Parties; the Managing Committee shall also establish such guidelines with respect to operational matters at such time as the Target Therapy is commercialized or in a pre-commercial phase, as contemplated by this Agreement. All such guidelines shall be subject to the qualification of Section 3(g) hereof. The Managing Committee shall be responsible for taking such other actions as may be provided for or contemplated by this Agreement, subject at all times to the requirements of Section 3(g), including the establishment and implementation of the "Governing Rules." (e) The Parties shall each name one (1) of its Managing Committee members as its Alliance Coordinator, who shall be the primary contact for purposes of this Agreement, except to the extent the parties may otherwise agree. Either Party may change its designation of Alliance Coordinator, in its sole and absolute discretion, upon written notice to the other Party. (f) If a disagreement arises between the Parties as to any matters within the scope of this Agreement, either Party may give written notice to the other. If the Alliance Coordinators are unable to resolve the dispute satisfactorily, despite their good faith efforts, within (30) days of receipt of such notice, either Alliance Coordinator may request a meeting of the Managing Committee, which will, in good faith, diligently seek to resolve the dispute. If the Managing Committee is unable to resolve the dispute, notwithstanding the exercise of good faith efforts, within (30) days after such meeting, then, unless otherwise agreed by the Alliance Coordinators, the matter shall thereafter formally be referred to a Senior Management Representative of each of the Parties, the initial designations of which are set forth in Schedule A. Either Party may, in its sole discretion, change its designee of the Senior Management Representative by written notice to the other. Except as expressly provided in the immediately following sentence, neither Party shall initiate any formal action against the other including, without limitation, the formal commencement of arbitration proceedings or the formal filing of legal action, until at least thirty (30) days have elapsed since the first communication between the Senior Management Representatives hereunder. Notwithstanding the foregoing, either Party may initiate proceedings to seek injunctive relief before the time period otherwise required hereunder shall elapse, if such Party in good faith believes that it will suffer irreparable harm without the initiation of such proceedings. (g) Notwithstanding anything to the contrary contained in this Agreement, the authority of the Managing Committee shall at all times be subject to the respective requirements and obligations of the quality systems and regulatory policies and procedures, and internal corporate governance requirements, of each of LRX and MiniMed. The Managing Committee shall establish Governing Rules, which shall serve as guidelines for the general activities under this Agreement, which Governing Rules shall supplement the terms hereof, but which procedures and systems shall satisfy and be consistent with the respective policies, procedures, and systems of MiniMed and LRX. In that regard, the Parties shall reasonably cooperate in an attempt to assure their respective systems do not unduly impede the carrying out of the intent of this Agreement. Without limiting the generality of the foregoing, the operations and authority of the Managing Committee shall be consistent with the underlying corporate policies of each of MiniMed and LRX with respect to the operation of clinical trials and studies, regulatory studies relating to development, promotion, worldwide distribution and servicing of the delivery of the Target Therapy, quality assurance activities, medical device and adverse event reporting requirements, patent strategies, and the like. The Managing Committee shall establish a proposed approach for the Governing Rules within ninety (90) days of the execution of this Agreement that shall consider the relevant respective obligations of the parties.

Managing Committee. The Members shall have responsibility for the management, supervision and control of the Company through its managing committee (a) MiniMed and LRX shall establish a Managing Committee hereunderthe “Committee”), which shall be responsible for the establishment of policy and operating procedures respecting the business affairs of the Company and the Subsidiaries in its good-faith business judgment. No action shall be taken, nor shall obligations be incurred or amounts expended, by the Company without the unanimous consent of the members of the Committee, except to the extent expressly provided herein or otherwise delegated by the Committee. The day to day operations of the Senior Living Facilities shall be managed by the Property Manager or another Property Manager acceptable to the Committee, pursuant to the terms, conditions and limitations set forth in the Management Agreements. Subject to Section 6.3, the Committee shall at all times consist of four (4) members, two (2) of whom shall be appointed by CNL, and two (2) by ARC. Each Member may appoint an alternate for each member appointed by it to the Committee, who shall have all the powers of the Committee member in his absence or inability to serve. Each Member shall have the power to remove any member or alternative member of the Committee appointed by it, with or without cause, by delivering written notice of such removal to the Company and to the other Member in the manner required by Section 14.3. Vacancies on the Committee shall be filled by the Member that appointed the Committee member previously holding the position which is then vacant. Each Committee member shall be entitled to cast one (1) vote with respect to any decision made by the Committee, provided that the members who are actually present at a meeting of the Committee shall be entitled to cast the vote of the member not present who was appointed by the same Member as the member casting the vote. The Committee shall meet at least semiannually, upon thirty (30) days’ written notice to all members, at the offices of the Company or by conference call with the results confirmed in writing or by facsimile (unless such meeting shall be waived by all members thereof), or, in the event of an emergency, on the call of any two (2) Committee members upon two (2) Business Days’ notice to all Committee members by telephone, electronic mail, telex, telecopy or telegraph. An agenda for each meeting shall be prepared in advance by the Members in consultation with each other. A quorum shall be present at such meetings to constitute a meeting of the Committee members pursuant to this Section 6.1. Absent the occurrence of a Committee Reduction Event, three (3) members of the Committee shall constitute a quorum. In the event a Committee Reduction Event shall occur, the two (2) members of the Committee appointed by CNL shall constitute a quorum. Absent the occurrence of a Committee Reduction Event and except as specifically set forth herein to the contrary where certain rights are granted to individual Members, the casting of four (4) concurring votes shall be required for all actions of the Committee except adjournment (which shall only require the concurring vote of a majority of the members present), and four (4) concurring votes shall constitute the approval by the Committee of the matter being considered and shall be binding on the Company and the Members for all matters, including, without limitation, financing, refinancing, sale of some or all of the Company’s assets and dissolution of the Company. Upon the occurrence of a Committee Reduction Event, the casting of two (2) representatives from each concurring votes shall be required in all instances in the preceding sentence requiring the casting of MiniMed and LRXfour (4) concurring votes. The initial designees are set forth Committee may act without a meeting if the action taken is unanimously approved in Schedule A heretoadvance in writing by the Committee members. MiniMed and LRX may each from time to time replace its respective representatives on the Managing Committee, in its sole and absolute discretion, by notice to the other Party. (b) It is among the objectives of the Parties to design, develop and implement the Target Therapy in a reasonably practicable fashion, subject, however, to the respective corporate regulatory, financial and other obligations and considerations of each of the Parties from time to time determined. To achieve this objective, the Managing The Committee shall cause written minutes to be responsible for establishing an implementation strategy prepared of all actions taken by the Committee and shall deliver a copy thereof to carry out the intent of this Agreement, and ultimately to commercialize the Target Therapy. (c) The Managing Committee shall meet at such times and places as it shall determine appropriate to carry out its responsibilities hereunder. Such meetings may be in person or by means of telephonic communication. Either Party may designate an alternate each member of the Managing Committee to act on behalf of a member on a temporary or interim basis, in the reasonable discretion of such Party. Either Party, through its Managing Committee members, may call a meeting of the Managing Committee by giving written notice thereof to the members of the other Party. within seven (d) The Managing Committee shall establish guidelines to govern the strategic activities, co-development and related activities of the Parties; the Managing Committee shall also establish such guidelines with respect to operational matters at such time as the Target Therapy is commercialized or in a pre-commercial phase, as contemplated by this Agreement. All such guidelines shall be subject to the qualification of Section 3(g) hereof. The Managing Committee shall be responsible for taking such other actions as may be provided for or contemplated by this Agreement, subject at all times to the requirements of Section 3(g), including the establishment and implementation of the "Governing Rules." (e) The Parties shall each name one (1) of its Managing Committee members as its Alliance Coordinator, who shall be the primary contact for purposes of this Agreement, except to the extent the parties may otherwise agree. Either Party may change its designation of Alliance Coordinator, in its sole and absolute discretion, upon written notice to the other Party. (f) If a disagreement arises between the Parties as to any matters within the scope of this Agreement, either Party may give written notice to the other. If the Alliance Coordinators are unable to resolve the dispute satisfactorily, despite their good faith efforts, within (30) days of receipt of such notice, either Alliance Coordinator may request a meeting of the Managing Committee, which will, in good faith, diligently seek to resolve the dispute. If the Managing Committee is unable to resolve the dispute, notwithstanding the exercise of good faith efforts, within (307) days after such meeting, then, unless otherwise agreed by the Alliance Coordinators, the matter shall thereafter formally be referred to a Senior Management Representative of each date of the Parties, the initial designations of which are set forth in Schedule A. Either Party may, in its sole discretion, change its designee meeting. Such minutes shall be prepared by one of the Senior Management Representative Committee members appointed by written notice to the other. Except as expressly provided in the immediately following sentence, neither Party shall initiate any formal action against the other including, without limitation, the formal commencement of arbitration proceedings or the formal filing of legal action, until at least thirty (30) days have elapsed since the first communication between the Senior Management Representatives hereunder. Notwithstanding the foregoing, either Party may initiate proceedings to seek injunctive relief before the time period otherwise required hereunder shall elapse, if such Party in good faith believes that it will suffer irreparable harm without the initiation of such proceedingsARC. (g) Notwithstanding anything to the contrary contained in this Agreement, the authority of the Managing Committee shall at all times be subject to the respective requirements and obligations of the quality systems and regulatory policies and procedures, and internal corporate governance requirements, of each of LRX and MiniMed. The Managing Committee shall establish Governing Rules, which shall serve as guidelines for the general activities under this Agreement, which Governing Rules shall supplement the terms hereof, but which procedures and systems shall satisfy and be consistent with the respective policies, procedures, and systems of MiniMed and LRX. In that regard, the Parties shall reasonably cooperate in an attempt to assure their respective systems do not unduly impede the carrying out of the intent of this Agreement. Without limiting the generality of the foregoing, the operations and authority of the Managing Committee shall be consistent with the underlying corporate policies of each of MiniMed and LRX with respect to the operation of clinical trials and studies, regulatory studies relating to development, promotion, worldwide distribution and servicing of the delivery of the Target Therapy, quality assurance activities, medical device and adverse event reporting requirements, patent strategies, and the like. The Managing Committee shall establish a proposed approach for the Governing Rules within ninety (90) days of the execution of this Agreement that shall consider the relevant respective obligations of the parties.

Managing Committee. (a) MiniMed A. CLENERGEN and LRX EUROGET shall establish a Managing Committee hereunder, which shall consist of two three (23) representatives from each of MiniMed CLENERGEN and LRXEUROGET. The initial designees are set forth in Schedule A hereto. MiniMed CLENERGEN and LRX EUROGET may each from time to time replace its respective representatives on the Managing Committee, in its sole and absolute discretion, by notice to the other Party. (b) B. It is among the objectives of the Parties to design, develop and implement the Target Therapy business of the Alliance in a reasonably practicable fashion, subject, however, to the respective corporate regulatory, financial and other obligations and considerations of each of the Parties from time to time determined. To achieve this objective, the Managing Committee shall be responsible for establishing an implementation strategy Implementation Strategy for the activities as contemplated by this Agreement and from time to carry out time designated and determined by the intent of this Agreement, and ultimately to commercialize the Target TherapyManaging Committee. (c) C. The Managing Committee shall meet at such times and places as it shall determine appropriate to carry out its responsibilities hereunder. Such meetings may be in person or by means of telephonic communication. Either Party may designate an alternate member of the Managing Committee to act on behalf of a member on a temporary or interim basis, in the reasonable discretion of such Party. Either Party, through its Managing Committee members, may call a meeting of the Managing Committee by giving written notice thereof to the members of the other Party. (d) D. The Managing Committee shall establish guidelines to govern the strategic activities, co-development and related activities of the Parties; the Managing Committee shall also establish such guidelines with respect to operational matters at such time as the Target Therapy is activities as contemplated by this Agreement are commercialized or in a pre-commercial pre- commercialized phase, as contemplated by this Agreement. All such guidelines shall be subject to the qualification of Section 3(g) hereof. The Managing Committee shall be responsible for taking such other actions as may be provided for or contemplated by this Agreement, subject at all times to the requirements of Section 3(g), including the establishment and implementation of the "Governing Rules." (e) E. The Parties shall each name one (1) of its Managing Committee members as its Alliance Coordinator, who shall be the primary contact for purposes of this Agreement, except to the extent the parties may otherwise agree. Either Party may change its designation of Alliance Coordinator, in its sole and absolute discretion, upon written notice to the other Party. (f) F. If a disagreement arises between the Parties as to any matters within the scope of this Agreement, either Party may give written notice to the other. If the Alliance Coordinators are unable to resolve the dispute satisfactorily, despite their good faith efforts, within thirty (30) days of receipt of such notice, either Alliance Coordinator may request a meeting of the Managing Committee, which will, in good faith, diligently seek to resolve the dispute. If the Managing Committee is unable to resolve the dispute, notwithstanding the exercise of good faith efforts, within thirty (30) days after such meeting, then, unless otherwise agreed by the Alliance Coordinators, the matter shall thereafter formally be referred to a Senior Management Representative of each of the Parties, the initial designations of which are set forth in Schedule A. Either Party may, in its sole discretion, change its designee of the Senior Management Representative by written notice to the other. Except as expressly provided in the immediately following sentence, neither Party shall initiate any formal action against the other other, including, without limitation, the formal commencement of arbitration proceedings or the formal filing of legal action, until at least thirty (30) days have elapsed since the first communication between the Senior Management Representatives hereunder. Notwithstanding the foregoing, either Party may initiate proceedings to seek injunctive relief before the time period otherwise required hereunder shall elapse, if such Party in good faith believes that it will suffer irreparable harm without the initiation of such proceedings. (g) G. Notwithstanding anything to the contrary contained in this Agreement, the authority of the Managing Committee shall shall, at all times times, be subject to the respective requirements and obligations of the quality systems and regulatory policies and procedures, and internal corporate governance requirements, of each of LRX EUROGET and MiniMedCLENERGEN. The Managing Committee shall establish Governing Rules, which shall serve as guidelines for the general activities under this Agreement, and Implementing Strategies relative to the activities as contemplated by this Agreement, all of which Governing Rules shall supplement the terms hereof, but which procedures and systems shall satisfy and be consistent with the respective policies, procedures, and systems of MiniMed CLENERGEN and LRXEUROGET. In that regard, the Parties shall reasonably cooperate in an attempt to assure their respective systems do not unduly impede the carrying out of the intent of this Agreement. Without limiting the generality of the foregoing, the operations and authority of the Managing Committee shall be consistent with the underlying corporate policies of each of MiniMed CLENERGEN and LRX EUROGET with respect to the operation of clinical trials and studies, regulatory studies relating to development, promotion, worldwide distribution and servicing the management of the delivery of the Target Therapy, quality assurance activities, medical device and adverse event reporting requirements, patent strategiesactivities relative to this Agreement, and the like. The Managing Committee shall establish a proposed approach for the Governing Rules within ninety thirty (9030) days of the execution of this Agreement that shall consider the relevant respective obligations of the parties.

Managing Committee. (ai) MiniMed and LRX To facilitate communication between the PARTIES during the RESEARCH PROGRAM, the PARTIES shall establish appoint a Managing Committee hereunder, which shall consist MANAGING COMMITTEE consisting of two (2) representatives from each of MiniMed NEKTAR AL and LRXCOMPANY. The initial designees representatives are set forth in on Schedule A VI hereto. MiniMed and LRX Each PARTY may each from time to time replace its respective representatives on the Managing Committee, in its sole and absolute discretion, MANAGING COMMITTEE by prior written notice to the other Party. (b) It is among PARTY. The MANAGING COMMITTEE shall have such responsibilities as set forth herein and as the objectives of the Parties to design, develop and implement the Target Therapy in a reasonably practicable fashion, subject, however, to the respective corporate regulatory, financial and other obligations and considerations of each of the Parties PARTIES may agree from time to time determinedtime. To achieve this objective, The MANAGING COMMITTEE shall supervise the Managing Committee shall be responsible for establishing an implementation strategy activities of the RESEARCH COMMITTEE; resolve issues referred by members of the RESEARCH COMMITTEE; make strategic decisions related to carry out research and development activities in connection with the intent SELECTED PRODUCT and review the progress of this Agreement, research and ultimately to commercialize development activities in connection with the Target Therapy. (c) SELECTED PRODUCT. The Managing Committee MANAGING COMMITTEE shall meet at such times and places places, in person or by telephone conferencing or other electronic communication, as it shall determine appropriate to carry out its responsibilities hereunder. Such meetings may be in person or by means of telephonic communication. Either Party may designate an alternate member of the Managing Committee to act on behalf of a member on a temporary or interim basisresponsibilities; provided, in the reasonable discretion of such Party. Either Party, through its Managing Committee members, may call that a meeting of the Managing Committee by giving written notice thereof to MANAGING COMMITTEE shall take place no later than thirty (30) days after the members of the other PartyEFFECTIVE DATE. (dii) The Managing Committee MANAGING COMMITTEE shall establish guidelines to govern the strategic activities, co-development and related activities operate by consensus with representatives of the Parties; the Managing Committee shall also establish such guidelines with respect to operational matters at such time as the Target Therapy is commercialized or in a pre-commercial phase, as contemplated by this Agreement. All such guidelines shall be subject to the qualification of Section 3(g) hereof. The Managing Committee shall be responsible for taking such other actions as may be provided for or contemplated by this Agreement, subject at all times to the requirements of Section 3(g), including the establishment and implementation of the "Governing Rules." (e) The Parties shall each name NEKTAR AL having one (1) collective vote and representatives of its Managing Committee members as its Alliance Coordinator, who shall be the primary contact for purposes of this Agreement, except to the extent the parties may otherwise agreeCOMPANY having one (1) collective vote. Either Party may change its designation of Alliance Coordinator, in its sole and absolute discretion, upon written notice to the other Party. (f) If a disagreement dispute arises between the Parties as to any or there is not a unanimous vote regarding matters within the scope of this Agreementresponsibilities of the MANAGING COMMITTEE, either Party may give written notice and the MANAGING COMMITTEE fails to the other. If the Alliance Coordinators are unable to resolve the dispute satisfactorily, despite their good faith efforts, reach a consensus on its resolution within thirty (30) days of receipt when the dispute was presented to the MANAGING COMMITTEE or when a unanimous vote is not obtained, then the dispute shall be referred to the senior management representatives of each PARTY. If such noticesenior management representatives fail to agree, either Alliance Coordinator may request a meeting of then (a) NEKTAR AL shall have the Managing Committee, which will, in good faith, diligently seek right to resolve the dispute. If dispute and/or cast the Managing Committee is unable deciding vote on matters pertaining to (i) the choice of REAGENTS used in the PLAN but not the selection of a SELECTED REAGENT and (ii) after selection of a SELECTED REAGENT, the development and/or manufacture of the SELECTED REAGENT, and (b) COMPANY shall have the right to resolve the disputedispute and/or cast the deciding vote on all other matters, notwithstanding the exercise of good faith efforts, within (30) days after such meeting, then, unless otherwise agreed by the Alliance Coordinators, the matter shall thereafter formally be referred provided that resolution or decision does not require NEKTAR AL to a Senior Management Representative of each of the Parties, the initial designations of which are set forth in Schedule A. Either Party may, in its sole discretion, change its designee of the Senior Management Representative by written notice to the other. Except as expressly allocate financial or personnel resources or manufacturing capacity not already provided for in the immediately following sentence, neither Party shall initiate any formal action against the other including, without limitation, the formal commencement of arbitration proceedings or the formal filing of legal action, until PLAN in effect at least thirty (30) days have elapsed since the first communication between the Senior Management Representatives hereunder. Notwithstanding the foregoing, either Party may initiate proceedings to seek injunctive relief before the time period otherwise required hereunder shall elapse, if such Party in good faith believes that it will suffer irreparable harm without the initiation of such proceedingstime. (g) Notwithstanding anything to the contrary contained in this Agreement, the authority of the Managing Committee shall at all times be subject to the respective requirements and obligations of the quality systems and regulatory policies and procedures, and internal corporate governance requirements, of each of LRX and MiniMed. The Managing Committee shall establish Governing Rules, which shall serve as guidelines for the general activities under this Agreement, which Governing Rules shall supplement the terms hereof, but which procedures and systems shall satisfy and be consistent with the respective policies, procedures, and systems of MiniMed and LRX. In that regard, the Parties shall reasonably cooperate in an attempt to assure their respective systems do not unduly impede the carrying out of the intent of this Agreement. Without limiting the generality of the foregoing, the operations and authority of the Managing Committee shall be consistent with the underlying corporate policies of each of MiniMed and LRX with respect to the operation of clinical trials and studies, regulatory studies relating to development, promotion, worldwide distribution and servicing of the delivery of the Target Therapy, quality assurance activities, medical device and adverse event reporting requirements, patent strategies, and the like. The Managing Committee shall establish a proposed approach for the Governing Rules within ninety (90) days of the execution of this Agreement that shall consider the relevant respective obligations of the parties.

Managing Committee. Within thirty (a30) MiniMed days after the EFFECTIVE DATE, in order for the PARTIES to plan and LRX manage the manufacturing and supply activities to be performed under this AGREEMENT and to facilitate communication between the PARTIES during the TERM, the PARTIES shall establish appoint a Managing Committee hereunder, which shall consist MANAGING COMMITTEE consisting of two (2) representatives from each of MiniMed NEKTAR AL and LRXCOMPANY. The initial designees representatives are set forth listed in Schedule A hereto. MiniMed and LRX V. Each PARTY may each from time to time replace its respective representatives on the Managing Committee, in its sole and absolute discretion, MANAGING COMMITTEE by prior written notice to the other Party. (b) It is among the objectives of the Parties to design, develop and implement the Target Therapy in a reasonably practicable fashion, subject, however, to the respective corporate regulatory, financial and other obligations and considerations of each of the Parties from time to time determinedPARTY. To achieve this objective, the Managing Committee The MANAGING COMMITTEE shall be responsible for establishing an implementation strategy discussing in good faith and agreeing on issues relating to carry out forecasting, capacity, contingency planning, and designation of the intent independent scientific and technical expert as provided for in Section 5.5.2 (collectively, the "MANAGING COMMITTEE ISSUES"). The MANAGING COMMITTEE ISSUES will be discussed and agreed between the parties only by members of the MANAGING COMMITTEE. Notwithstanding the foregoing, the MANAGING COMMITTEE shall have no right or power to amend the terms of this Agreement, and ultimately to commercialize AGREEMENT or waive rights or obligations of the Target Therapy. (c) PARTIES hereunder. The Managing Committee MANAGING COMMITTEE shall meet at such times and places places, in person or by telephone conferencing or other electronic communication, as provided for in this AGREEMENT and as it shall determine appropriate to carry out its responsibilities hereunder. Such meetings may be in person or by means of telephonic communication. Either Party may designate an alternate member of the Managing Committee to act on behalf of a member on a temporary or interim basis, in the reasonable discretion of such Party. Either Party, through its Managing Committee members, may call a meeting of the Managing Committee by giving written notice thereof to the members of the other Party. (d) The Managing Committee shall establish guidelines to govern the strategic activities, co-development and related activities of the Parties; the Managing Committee shall also establish such guidelines with respect to operational matters at such time as the Target Therapy is commercialized or in a pre-commercial phase, as contemplated by this Agreement. All such guidelines shall be subject to the qualification of Section 3(g) hereofresponsibilities. The Managing Committee MANAGING COMMITTEE shall be responsible for taking such other actions as may be provided for or contemplated operate by this Agreement, subject at all times to the requirements consensus with representatives of Section 3(g), including the establishment and implementation of the "Governing Rules." (e) The Parties shall each name NEKTAR AL having one (1) collective vote and representatives of its Managing Committee members as its Alliance Coordinator, who shall be the primary contact for purposes of this Agreement, except to the extent the parties may otherwise agreeCOMPANY having one (1) collective vote. Either Party may change its designation of Alliance Coordinator, in its sole and absolute discretion, upon written notice to the other Party. (f) If a disagreement dispute arises between the Parties as to any regarding matters within the scope of this Agreementresponsibilities of the MANAGING COMMITTEE, either Party may give written notice and the MANAGING COMMITTEE fails to the other. If the Alliance Coordinators are unable to resolve the dispute satisfactorily, despite their good faith efforts, reach a consensus on its resolution within thirty (30) days of receipt of such noticewhen the dispute was presented to the MANAGING COMMITTEE, either Alliance Coordinator may request a meeting of then the Managing Committee, which will, in good faith, diligently seek to resolve the dispute. If the Managing Committee is unable to resolve the dispute, notwithstanding the exercise of good faith efforts, within (30) days after such meeting, then, unless otherwise agreed by the Alliance Coordinators, the matter dispute shall thereafter formally be referred to a Senior Management Representative the senior management representatives of each of the Parties, the initial designations of which are set forth in Schedule A. Either Party may, in its sole discretion, change its designee of the Senior Management Representative by written notice to the other. Except as expressly provided in the immediately following sentence, neither Party shall initiate any formal action against the other including, without limitation, the formal commencement of arbitration proceedings or the formal filing of legal action, until at least thirty (30) days have elapsed since the first communication between the Senior Management Representatives hereunder. Notwithstanding the foregoing, either Party may initiate proceedings to seek injunctive relief before the time period otherwise required hereunder shall elapse, if such Party in good faith believes that it will suffer irreparable harm without the initiation of such proceedingsPARTY. (g) Notwithstanding anything to the contrary contained in this Agreement, the authority of the Managing Committee shall at all times be subject to the respective requirements and obligations of the quality systems and regulatory policies and procedures, and internal corporate governance requirements, of each of LRX and MiniMed. The Managing Committee shall establish Governing Rules, which shall serve as guidelines for the general activities under this Agreement, which Governing Rules shall supplement the terms hereof, but which procedures and systems shall satisfy and be consistent with the respective policies, procedures, and systems of MiniMed and LRX. In that regard, the Parties shall reasonably cooperate in an attempt to assure their respective systems do not unduly impede the carrying out of the intent of this Agreement. Without limiting the generality of the foregoing, the operations and authority of the Managing Committee shall be consistent with the underlying corporate policies of each of MiniMed and LRX with respect to the operation of clinical trials and studies, regulatory studies relating to development, promotion, worldwide distribution and servicing of the delivery of the Target Therapy, quality assurance activities, medical device and adverse event reporting requirements, patent strategies, and the like. The Managing Committee shall establish a proposed approach for the Governing Rules within ninety (90) days of the execution of this Agreement that shall consider the relevant respective obligations of the parties.

Managing Committee. (a) MiniMed and LRX Trimeris shall establish a Managing Committee hereunder, which shall consist of two (2) representatives from each of MiniMed and LRXTrimeris. The initial designees are set forth in Schedule A hereto. MiniMed and LRX Trimeris may each from time to time replace its respective representatives on the Managing Committee, in its sole and absolute discretion, by notice to the other Party. (b) It is among the objectives of the Parties to design, develop and implement the Target Therapy Therapies in a reasonably practicable fashion, subject, however, to the respective corporate regulatory, financial and other obligations and considerations of each of the Parties from time to time determined. To achieve this objective, the Managing Committee shall be responsible for establishing an implementation strategy to carry out the intent of identifying Trimeris Compounds which are appropriate candidates for consideration under this Agreement, and ultimately establishing an Implementation Strategy for those Trimeris Compounds from time to commercialize time designated and determined by the Target TherapyManaging Committee. (c) The Managing Committee shall meet at such times and places as it shall determine appropriate to carry out its responsibilities hereunder. Such meetings may be in person or by means of telephonic communication. Either Party may designate an alternate member of the Managing Committee to act on behalf of a member on a temporary or interim basis, in the reasonable discretion of such Party. Either Party, through its Managing Committee members, may call a meeting of the Managing Committee by giving written notice thereof to the members of the other Party. (d) The Managing Committee shall establish guidelines to govern the strategic activities, co-development and related activities of the Parties; the Managing Committee shall also establish such guidelines with respect to operational matters at such time as the a Target Therapy is commercialized or in a pre-commercial commercialized phase, as contemplated by this Agreement. All such guidelines shall be subject to the qualification of Section 3(g) hereof. The Managing Committee shall be responsible for taking such other actions as may be provided for or contemplated by this Agreement, subject at all times to the requirements of Section 3(g), including the establishment and implementation of the "Governing Rules." (e) The Parties shall each name one (1) of its Managing Committee members as its Alliance Coordinator, who shall be the primary contact for purposes of this Agreement, except to the extent the parties may otherwise agree. Either Party may change its designation of Alliance Coordinator, in its sole and absolute discretion, upon written notice to the other Party. (f) If a disagreement arises between the Parties as to any matters within the scope of this Agreement, either Party may give written notice to the other. If the Alliance Coordinators are unable to resolve the dispute satisfactorily, despite their good faith efforts, within thirty (30) days of receipt of such notice, either Alliance Coordinator may request a meeting of the Managing Committee, which will, in good faith, diligently seek to resolve the dispute. If the Managing Committee is unable to resolve the dispute, notwithstanding the exercise of good faith efforts, within thirty (30) days after such meeting, then, unless otherwise agreed by the Alliance Coordinators, the matter shall thereafter formally be referred to a Senior Management Representative of each of the Parties, the initial designations of which are set forth in Schedule A. Either Party may, in its sole discretion, change its designee of the Senior Management Representative by written notice to the other. Except as expressly provided in the immediately following sentence, neither Party shall initiate any formal action against the other other, including, without limitation, the formal commencement of arbitration proceedings or the formal filing of legal action, until at least thirty (30) days have elapsed since the first communication between the Senior Management Representatives hereunder. Notwithstanding the foregoing, either Party may initiate proceedings to seek injunctive relief before the time period otherwise required hereunder shall elapse, if such Party in good faith believes that it will suffer irreparable harm without the initiation of such proceedings. (g) Notwithstanding anything to the contrary contained in this Agreement, the authority of the Managing Committee shall at all times be subject to the respective requirements and obligations of the quality systems and regulatory policies and procedures, and internal corporate governance requirements, of each of LRX Trimeris and MiniMed. The Managing Committee shall establish Governing Rules, which shall serve as guidelines for the general activities under this Agreement, and Implementing Strategies relative to the activities for each Target Therapy, all of which Governing Rules shall supplement the terms hereof, but which procedures and systems shall satisfy and be consistent with the respective policies, procedures, and systems of MiniMed and LRXTrimeris. In that regard, the Parties shall reasonably cooperate in an attempt to assure their respective systems do not unduly impede the carrying out of the intent of this Agreement. Without limiting the generality of the foregoing, the operations and authority of the Managing Committee shall be consistent with the underlying corporate policies of each of MiniMed and LRX Trimeris with respect to the operation of clinical trials and studies, regulatory studies affairs relating to development, promotion, worldwide distribution and servicing of the delivery of the Target TherapyTherapies, quality assurance activities, medical device and adverse event reporting requirements, patent strategies, and the like. The Managing Committee shall establish a proposed approach for the Governing Rules within ninety (90) days of the execution of this Agreement that shall consider the relevant respective obligations of the parties.

Managing Committee. (a) MiniMed A. Confirma and LRX Guardian shall establish a Managing Committee hereunder, which shall consist of two (2) representatives from each of MiniMed Confirma and LRXGuardian. The initial designees are set forth in Schedule A hereto. MiniMed Confirma and LRX Guardian may each from time to time-to-time replace its respective representatives on the Managing Committee, in its sole and absolute discretion, by notice to the other PartyParty the goal of the group is to provide focus and direction order to leverage both companies capabilities and technologies. (b) B. It is among the objectives of the Parties to work together to conduct collaborative research towards development of an advanced, industry leading product/products for the analysis and detection of medical conditions across a variety of clinical applications by taking advantage of the respective technologies and other resources and assets of Confirma and Guardian, on the terms and subject to the conditions of this Agreement, and to design, develop and implement the Target Therapy Products in a reasonably practicable fashion, subject, subject however, to the respective corporate regulatory, financial and other obligations and considerations of each of the Parties from time to time-to-time determined. To achieve this objective, the Managing Committee shall be responsible for establishing an implementation strategy to carry out the intent of identifying Guardian’s imaging technologies which are appropriate candidates for consideration under this Agreement, and ultimately to commercialize establishing an Implementation Strategy for those Guardian imaging technologies from time-to-time designated and determined by the Target TherapyManaging Committee. (c) C. The Managing Committee shall meet at such times and places as it shall determine appropriate to carry out its responsibilities hereunder. Such meetings may be in person or by means of telephonic communication. Either Party may designate an alternate member of the Managing Committee to act on behalf of a member on a temporary or interim basis, in the reasonable discretion of such Party. Either Party, Party through its Managing Committee members, may call a meeting of the Managing Committee by giving written notice thereof to the members of the other Party. (d) D. The Managing Committee shall establish guidelines to govern the strategic activities, co-development and related activities of the Parties; the Managing Committee shall also establish such guidelines with respect to operational matters at such time as the a Target Therapy Product is commercialized or in a pre-commercial commercialized phase, as contemplated by this Agreement. All such guidelines shall be subject to the qualification of Section 3(gIII(G) hereof. The Managing Committee shall be responsible for taking such other actions as may be provided for or contemplated by this Agreement, subject at all times to the requirements of Section 3(gIII(G), including the establishment and implementation of the "“Governing Rules."” (e) F. The Parties shall each name one (1) of its Managing Committee members as its Alliance Coordinator, who shall be the primary contact for purposes of this Agreement, except to the extent the parties Parties may otherwise agree. Either Party may change its designation of Alliance Coordinator, in its sole and absolute discretion, upon written notice to the other Party. (f) If a disagreement arises between the Parties as to any matters within the scope of this Agreement, either Party may give written notice to the other. If the Alliance Coordinators are unable to resolve the dispute satisfactorily, despite their good faith efforts, within (30) days of receipt of such notice, either Alliance Coordinator may request a meeting of the Managing Committee, which will, in good faith, diligently seek to resolve the dispute. If the Managing Committee is unable to resolve the dispute, notwithstanding the exercise of good faith efforts, within (30) days after such meeting, then, unless otherwise agreed by the Alliance Coordinators, the matter shall thereafter formally be referred to a Senior Management Representative of each of the Parties, the initial designations of which are set forth in Schedule A. Either Party may, in its sole discretion, change its designee of the Senior Management Representative by written notice to the other. Except as expressly provided in the immediately following sentence, neither Party shall initiate any formal action against the other including, without limitation, the formal commencement of arbitration proceedings or the formal filing of legal action, until at least thirty (30) days have elapsed since the first communication between the Senior Management Representatives hereunder. Notwithstanding the foregoing, either Party may initiate proceedings to seek injunctive relief before the time period otherwise required hereunder shall elapse, if such Party in good faith believes that it will suffer irreparable harm without the initiation of such proceedings. (g) Notwithstanding anything to the contrary contained in this Agreement, the authority of the Managing Committee shall at all times be subject to the respective requirements and obligations of the quality systems and regulatory policies and procedures, and internal corporate governance requirements, of each of LRX and MiniMed. The Managing Committee shall establish Governing Rules, which shall serve as guidelines for the general activities under this Agreement, which Governing Rules shall supplement the terms hereof, but which procedures and systems shall satisfy and be consistent with the respective policies, procedures, and systems of MiniMed and LRX. In that regard, the Parties shall reasonably cooperate in an attempt to assure their respective systems do not unduly impede the carrying out of the intent of this Agreement. Without limiting the generality of the foregoing, the operations and authority of the Managing Committee shall be consistent with the underlying corporate policies of each of MiniMed and LRX with respect to the operation of clinical trials and studies, regulatory studies relating to development, promotion, worldwide distribution and servicing of the delivery of the Target Therapy, quality assurance activities, medical device and adverse event reporting requirements, patent strategies, and the like. The Managing Committee shall establish a proposed approach for the Governing Rules within ninety (90) days of the execution of this Agreement that shall consider the relevant respective obligations of the parties.