Common use of Program Management Clause in Contracts

Program Management. Lilly and Emisphere shall establish a steering ------------------ committee (the "Steering Committee"). The function of the Steering Committee ------------------ shall be to Confidentiality Requested by Empire Technologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ review and approve the Programs, such approval not to be unreasonably withheld after the initial programs have been agreed to by the parties. The Steering Committee is not intended to replace any internal management procedures of either party or continued and close collaboration by the parties with respect to the Programs. Rather, it is intended to be a vehicle to ensure that the Programs proceed in a timely, coordinated, and well-planned fashion. It shall be made up of up to [* * *] members, with an equal number appointed by each of Lilly and Emisphere and with a central contact person appointed by each party. Each party hereto shall name one member to be a co-chairperson of the Steering Committee. Within thirty (30) days of execution of this agreement, the Steering Committee will meet to review and approve the initial HGH Work Plan (Exhibit C). On at least a quarterly basis, the Steering Committee shall meet, to review progress and approve modifications to the PTH Work Plan (Exhibit A), and review progress and changes to the HGH Work Plan (Exhibit C) as appropriate. The Steering Committee shall keep minutes of its meetings, shall act by a majority vote of its members and shall be responsible for the development and implementation of the PTH Work Plan. In the event the Steering Committee is unable to reach resolution on any issue, such issue shall be resolved in a timely manner in accordance with the procedures defined in this agreement. Finally, meetings of the Steering Committee will alternate between Emisphere's designated facility and Lilly's designated facility. Each party will bear all expenses associated with attendance of its own employees at such meetings held at the other party's designated facility. Work on the Steering Committee (including attendance of its meetings) by Emisphere employees shall be included in the Programs' work compensated by Lilly pursuant to Section 1.4 below. It is anticipated that almost all FTE's and subcontractors doing work under the HGH Work Plan will be provided by Emisphere.

Program Management. Lilly and Emisphere shall establish a steering ------------------ A. A committee of four (4) members (the "Steering “Executive Committee")”) will oversee the activities between the Parties for the Program. Two (2) members will be nominated by each Party to serve on the Executive Committee. The function Executive Committee will meet at least once every six (6) months with additional meetings as mutually agreed upon by the Parties. Each Party will ensure that at least one nominee has sufficient signature authority to enact the obligations of the Steering Executive Committee ------------------ shall set forth in this Agreement. Any of the members of the Management Committee may join any such meetings of the Executive Committee unless the Executive Committee unanimously indicates otherwise. B. The Executive Committee will be responsible and have authority for the approval, rejection, modification, extension and cancellation of Projects and for overseeing the budget for Projects. In connection with each Project, the Executive Committee 1. will be responsible for tracking the milestones specified in the work statement for such Project and will have authority to Confidentiality Requested by Empire Technologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ review and approve cancel such Project in the Programs, event any such approval not to be unreasonably withheld after the initial programs have been agreed to by the parties. The Steering Committee milestone is not intended met; and 2. will have authority to replace increase or decrease the budget on a semi-annual basis for such Project. In addition, the Executive Committee will have authority for re-allocating priorities within the Program based on, among other things, any internal management procedures market events and/or any technical successes achieved or difficulties encountered in connection with any Project. C. Notwithstanding the meeting frequency described in Article II.A., the Executive Committee shall hold a special meeting within ten (10) business days of either party or continued the Effective Date. At such special meeting, the Executive Committee will consider and close collaboration by the parties take actions it deems appropriate with respect to the Programsfollowing matters: (1) reviewing and confirming the status of the Parties’ existing activities under the Original Agreement as further described in Appendices A, B and C as amended, of the Original Agreement, (collectively, the “Original Workplan”); (2) determining which aspects of the Original Workplan will remain active and transition into Projects under this Agreement; (3) determining the handling of any aspects of the Original Workplan which will not transition into Projects under this Agreement; and (4) any other matters which the Executive Committee deems appropriate to facilitate the transition of Original Workplan activities under the Original Agreement to Projects under this Agreement. RatherThe Original Workplan is incorporated herein by reference; however, it the Parties acknowledge that each Proposed Project will have a budget and that Appendix B is intended incorporated herein for informational purposes only. D. Either Party may submit proposals to the Management Committee for any research and development project that such Party wishes to include as a Project under this Agreement (“Proposed Project”). Any such proposal shall be in the form of Appendix A and shall include at least a reasonably detailed description of such Proposed Project, the goal(s) of such Proposed Project and the proposed timeline, milestones and budget for such Proposed Project. The Management Committee will decide whether to recommend acceptance of the Proposed Project to the Executive Committee within twelve (12) months after its receipt of the proposal for such Proposed Project. The Executive Committee shall consider the Management Committee’s recommended Proposed Projects, if any, at each regular meeting of the Executive Committee, and make the final decision whether to accept or reject each Proposed Project. If the Executive Committee decides to accept and proceed with any such Proposed Project as a new Project under this Agreement, the Executive Committee shall request that the Management Committee develop a scope of work statement (including, without limitation, budget, targeted start date and completion date and agreed upon milestones and deliverables) with respect to such new Project, substantially in the form of Appendix A. Upon the execution of such work statement by the Parties, the research project described in such work statement shall be a vehicle Project under this Agreement. E. In the event that, following completion of the Proposed Project process set forth in Article II.C., the Executive Committee decides not to ensure that fund a Proposed Project within the Programs proceed in a timelyCERES Field (“Unfunded Proposed Project”), coordinated, and well-planned fashion. It such Unfunded Proposed Project shall be made up of up referred by the Executive Committee back to [* * *] membersthe Management Committee. If AGRILIFE desires to pursue alternate funding opportunities, with an equal number appointed by each of Lilly and Emisphere and with AGRILIFE shall present not more than one (1) Unfunded Proposed Project annually to the Executive Committee for reconsideration at a central contact person appointed by each party. Each party hereto shall name one member to be a co-chairperson regular meeting of the Steering Executive Committee. Within thirty (30) days of execution of this Upon the Parties’ mutual written agreement, the Steering Management Committee will meet may recommend in writing that the Executive Committee reconsider certain additional Unfunded Proposed Projects from time to review and approve time as part of the initial HGH Work Plan (Exhibit C). On at least a quarterly basis, the Steering Committee shall meet, to review progress and approve modifications to the PTH Work Plan (Exhibit A), and review progress and changes to the HGH Work Plan (Exhibit C) as appropriateExecutive Committee’s regular meeting agenda. The Steering Executive Committee shall keep minutes of its meetings, shall act by a majority vote of its members and shall be responsible for determining the development and implementation outcome of any such Unfunded Proposed Project in a manner which shall not unduly impact the respective interests of the PTH Work PlanParties and which is subject to the provisions of Article IV hereof. In The Parties contemplate that such potential outcomes may include, but not be limited to, engaging in joint efforts to obtain funding from agencies or organizations that provide grants for research, creating jointly-owned companies that may pursue the event Proposed Project, delaying the Steering funding by CERES of such Proposed Project for a reasonable period, or revising the statement of work and budget for the Proposed Project. F. If the Executive Committee is unable cannot come to reach resolution a unanimous agreement on any issuematter for which it is responsible, such issue shall be resolved in a timely manner in accordance with then the procedures defined in this agreement. Finally, meetings members of the Steering Executive Committee will alternate between Emisphere's designated facility nominated by CERES shall make the final decision with regard to such matter, except that the members of the Executive Committee nominated by AGRILIFE shall make the final decision with regard to whether AGRILIFE has the capacity and Lilly's designated facility. Each party will bear all expenses associated with attendance of its own employees at such meetings held at the other party's designated facility. Work on the Steering Committee (including attendance of its meetings) by Emisphere employees shall be included in the Programs' work compensated by Lilly pursuant capability to Section 1.4 below. It perform any Project or whether any proposed budget for any Project is anticipated that almost all FTE's and subcontractors doing work under the HGH Work Plan will be provided by Emispherereasonably feasible.

Program Management. Lilly Each party shall appoint three senior employees, but not their CEOs, to form the Steering Group, which shall review all the developmental, logistical and Emisphere technical aspects of the Development Program. In addition, major financial issues shall establish a steering ------------------ committee (the "Steering Committee")be discussed when they arise. The function At least two members of the Steering Committee ------------------ Group from each side shall meet in person at least once every two months. Each party may invite additional participants from its own party to attend. Minutes of the meetings shall be to Confidentiality Requested prepared by Empire TechnologiesDebiotech, Inc.indicating, ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ review and approve in particular, the Programs, such approval not steps believed to be unreasonably withheld after the initial programs have been agreed to satisfactorily performed by the partiesparties and the next steps to be performed. Minutes shall be reviewed and approved or rejected and amended at the next meeting of the Steering Group. Minutes of the Steering Group shall not constitute amendments of this Agreement or the Specifications even if signed by representatives of the parties or the CEOs of each Party. The Steering Committee is not intended to replace any internal management procedures of either party or continued and close collaboration by the parties with respect to the Programs. Rather, it is intended to be a vehicle to ensure that the Programs proceed in a timely, coordinated, and well-planned fashion. It Group shall be made up of up to [* * *] members, charged with an equal number appointed by each of Lilly and Emisphere and managing the Development Program with a central contact person appointed by each party. Each party hereto shall name one member view to be a co-chairperson completing development of the Steering CommitteeDebiotech Pump System as rapidly as possible. Within thirty (30) days of execution of this agreementIn addition, the Steering Committee will meet to review and approve the initial HGH Work Plan (Exhibit C). On at least a quarterly basis, the Steering Committee Group shall meet, to review progress and approve modifications to the PTH Work Plan (Exhibit A), and review progress and changes to the HGH Work Plan (Exhibit C) as appropriate. The Steering Committee shall keep minutes of its meetings, shall act by a majority vote of its members and shall insure that such development be responsible for the development and implementation of the PTH Work Plan. In the event the Steering Committee is unable to reach resolution on any issue, such issue shall be resolved in a timely manner completed in accordance with the procedures defined Specifications and that the manufacturing cost of the Debiotech Pump System be consistent with the levels set forth in this agreementthe Specifications. FinallyThe Steering Group shall make recommendations to either Party regarding design and engineering issues and shall make recommendations to Animas regarding the most appropriate supplier(s) to manufacture the Debiotech Pump System or any part thereof. Debiotech employees shall be primarily responsible for issues relating to design, meetings engineering and intellectual property with regard to the MEMS Pump and Pump Accessories (excluding Infusion Accessories). Animas employees shall be primarily responsible for issues relating to design, engineering and intellectual property with regard to the Pump Controller and Infusion Accessories as well as manufacturing and selection of suppliers. Animas shall also be responsible ****** - Material has been omitted and filed separately with the Commission. for facilitating any incorporation of Animas’ technology, if any, in the Debiotech Pump System. Either Party’s members on the Steering Group may recommend modifications to the Specifications and the Development Program by submitting a written request to the other Party’s members on the Steering Group detailing the nature of the modification, the reason for the modification and the anticipated costs associated with implementing the modification. Any modification must be approved in writing by each Party’s CEO. Each Party agrees not to unreasonably withhold their approval to a modification suggested by the other Party so long as the consenting Party cannot demonstrate with written documentation that the modification (i) materially adversely affect the marketability and desirability of the Debiotech Pump System, (ii) materially affects the cost of the development effort, or (iii) materially affects the timing of the availability on the market of the Debiotech Pump System. Each Party’s members on the Steering Group shall keep their respective CEOs informed as necessary. The Steering Group shall meet in person with the CEOs as a group of eight at least once every 4 months. The Steering Group shall attempt to resolve issues without the involvement of the CEOs; provided that, in the event the parties cannot agree, the issue shall be put before the CEOs who shall use commercially reasonable efforts to resolve the issue. Meetings of the Steering Committee will alternate between Emisphere's designated facility and Lilly's designated facility. Each party will bear all expenses associated with attendance of its own employees at such meetings Group (other than those to attended by the CEOs) shall be held at the other party's designated facilitylocation where the most active development work is being conducted, which the parties anticipate will be in Lausanne Switzerland through the early and middle stages of the Development Program, and may be the site of anticipated manufacturing facilities later in the Development Program. Work on Meetings of the Steering Committee (including attendance Group attended by the CEOs shall alternate between locations designated by the CEO of its meetings) by Emisphere employees shall be included in Animas and the Programs' work compensated by Lilly pursuant to Section 1.4 below. It is anticipated that almost all FTE's and subcontractors doing work under the HGH Work Plan will be provided by EmisphereCEO of Debiotech.

Program Management. Lilly The Parties shall create a coordination team (“Coordination Team”) to oversee the implementation of this SOW and Emisphere shall establish a steering ------------------ committee (to constitute the "Steering Committee")primary vehicle for communication, decision-making and executive management of the Statement of Work. The function Coordination Team shall comprise of the Steering Committee ------------------ Project Managers of the Parties, and any other representatives as agreed between the Parties. Each Party shall appoint: a Project Manager. The Project Managers shall conduct status meetings regularly (at least on a weekly basis) either by teleconferences or face-to-face meetings. Such status meetings shall include, among others, the exchange of technical Information, the activity under, and the performance of, this SOW, and the progress of the Services. The Coordination Team shall keep formal minutes of its meetings. Among the responsibilities of the Coordination Team are the resolution of matters concerning the performance of this SOW, such as technical problems, and progress issues. The Coordination Team shall review changes, and shall ensure they are within the framework of the of this SOW. The Coordination Team shall have full and constant visibility on the process and information, During the entire term of this SOW, Marvell’s Project Manager (or a representative on its behalf) shall be entitled to Confidentiality Requested by Empire Technologiesvisit EZchip’s facilities in order to inspect and evaluate EZchip’s progress and to ensure that such progress is compatible with the Requirements, Inc.and with Marvell’s quality assurance; provided however, that Marvell shall provide EZchip with reasonable prior notice, and that the visit shall take place during regular business hours. 1. Marvell and EZchip will jointly develop a detailed execution plan including schedule for the major activities, milestones, reviews and deliverables submission dates, 2. Marvell and EZchip shall provide each other with Weekly Status Reports that will cover the week’s Work focus/accomplishments and issues. 3. EZchip acknowledges that time is of the essence in the performance of the development. EZchip shall notify Marvell promptly of any factor, occurrence, or event coming to its attention that may affect its ability to substantially perform the development, or that is likely to occasion any material delay in delivery of Deliverables. Such notice shall be given, without limitation, in the event of any loss or reassignment of key employees, threat of strike, or major equipment failure. In any such event, the parties shall attempt to reach a prompt resolution which would allow to nevertheless meeting the schedule. In such an event, EZchip shall treat Marvell as a most favored customer. 4. EZchip will update Marvell with any bug or violation discovered on any of EZchip’s products that has relevance to the [*] core based on previous generation of Network Processors, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 5. Marvell will update EZchip with any bug or violation discovered in the XAUI, and PCI-E or any other cores that has relevance to the [*] device, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 6. During, and upon the completion of, the implementation of the Services, Marvell shall be entitled to conduct reviews and/or acceptance testing which ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ review necessary in order to verify whether the Development and/or Deliverables conform to all of the specifications and approve the Programs, such approval not Requirements. * This portion of the Exhibit has been omitted pursuant to be unreasonably withheld after a Request for Confidential Treatment under Rule 24b-2 of the initial programs have been agreed to by the partiesSecurities Exchange Act of 1934. The Steering Committee is not intended to replace any internal management procedures of either party or continued and close collaboration by complete Exhibit, including the parties with respect to the Programs. Ratherportions for which confidential treatment has been requested, it is intended to be a vehicle to ensure that the Programs proceed in a timely, coordinated, and well-planned fashion. It shall be made up of up to [* * *] members, with an equal number appointed by each of Lilly and Emisphere and with a central contact person appointed by each party. Each party hereto shall name one member to be a co-chairperson of the Steering Committee. Within thirty (30) days of execution of this agreement, the Steering Committee will meet to review and approve the initial HGH Work Plan (Exhibit C). On at least a quarterly basis, the Steering Committee shall meet, to review progress and approve modifications to the PTH Work Plan (Exhibit A), and review progress and changes to the HGH Work Plan (Exhibit C) as appropriate. The Steering Committee shall keep minutes of its meetings, shall act by a majority vote of its members and shall be responsible for the development and implementation of the PTH Work Plan. In the event the Steering Committee is unable to reach resolution on any issue, such issue shall be resolved in a timely manner in accordance has been filed separately with the procedures defined in this agreement. Finally, meetings of the Steering Committee will alternate between Emisphere's designated facility Securities and Lilly's designated facility. Each party will bear all expenses associated with attendance of its own employees at such meetings held at the other party's designated facility. Work on the Steering Committee (including attendance of its meetings) by Emisphere employees shall be included in the Programs' work compensated by Lilly pursuant to Section 1.4 below. It is anticipated that almost all FTE's and subcontractors doing work under the HGH Work Plan will be provided by EmisphereExchange Commission.

Program Management. Lilly and Emisphere Each party shall establish appoint three senior personnel, but not their CEO's, to form a steering ------------------ six person committee (the "Steering CommitteeSTEERING GROUP")) which shall review all the developmental, logistical and technical aspects of the Development Program. The function At least two people from each side shall meet in person at least once per month. Minutes of the meetings shall be prepared by DBT, indicating in particular the steps believed to be satisfactorily performed and the next steps to be performed. Minutes shall be reviewed and approved or rejected and amended at the next meeting of the Steering Committee ------------------ Group. Minutes shall be to Confidentiality Requested not constitute amendments of this Agreement or the Specifications even if signed by Empire Technologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ review and approve the Programs, such approval not to be unreasonably withheld after the initial programs have been agreed to by representatives of the parties. In addition, major financial issues shall be discussed when they arise. The Steering Committee is not intended Group shall be charged with managing the Development Program with a view to replace any internal management procedures completing as rapidly as possible development of either party or continued and close collaboration the DBT Pump in a manner which complies with the Specifications, including feasibility of manufacturing the DBT Pump at the cost levels contemplated by the parties with respect Specifications. The Steering Group shall make recommendations to DBT regarding design and engineering issues and shall make recommendations to IMT regarding the Programsmost appropriate supplier(s) to manufacture the DBT Pump or any part thereof. Rather, it is intended to be a vehicle to ensure that the Programs proceed in a timely, coordinated, and well-planned fashion. It DBT personnel shall be made up primarily responsible for issues relating to design, engineering and intellectual property. IMT personnel shall become primarily responsible for issues relating to manufacturing and selection of up to [* * *] members, with an equal number appointed by each suppliers. IMT shall also be responsible for facilitating any incorporation of Lilly and Emisphere and with a central contact person appointed by each partyIMT's technology (in particular the glucose sensor technology) in the DBT Pump. Each party hereto shall name one member to be a co-chairperson of the The Steering Committee. Within thirty (30) days of execution of this agreement, the Steering Committee will meet to review and approve the initial HGH Work Plan (Exhibit C). On at least a quarterly basis, the Steering Committee shall meet, to review progress and approve Group may also recommend modifications to the PTH Work Plan (Exhibit A)Specifications and the Development Program. The parties agree not to unreasonably withhold their consent to such modifications so long as they conclude that they do not materially adversely affect the marketability and desirability of the DBT Pump, and review progress and changes to materially affect the HGH Work Plan (Exhibit C) as appropriatecost of the development effort or materially affect the timing of the availability of the DBT Pump. The Steering Committee shall keep minutes not recommend suppliers or manufacturing processes for the DBT Pump or components thereof, or that the DBT Pump be manufactured in any country unless DBT has arranged for IMT to receive with respect to such country an updated opinion of its meetingspatent counsel satisfactory to IMT as contemplated by Section 5.3. IMT shall pay for the cost of such opinion if it is with respect to the United States, Canada or Mexico, and DBT shall act by pay if it is with respect to any other country. IMT's current intention is to select suppliers located in Switzerland in the absence of consideration making it more desirable to select suppliers located elsewhere, however DBT acknowledges and agrees that IMT's preference may change, and DBT shall have no right to require IMT to give any preference to Swiss suppliers. The Steering Group shall report to the chief executive officers of the parties who shall join the Steering Group and meet in person as a majority vote group of its members eight at least once per quarter. The Steering Group shall attempt to develop a consensus recommendation to the parties without the involvement of the chief executive officers of the parties, and shall be responsible for refer issues to the development and implementation of the PTH Work Planchief executive officers only as necessary. In the event the Steering Committee is unable to reach resolution on any issue, such issue shall be resolved in a timely manner in accordance with the procedures defined in this agreement. Finally, meetings Meetings of the Steering Committee will alternate between Emisphere's designated facility and Lilly's designated facility. Each party will bear all expenses associated with attendance of its own employees at such meetings Group (other than those to attended by the CEO's) shall be held at the other party's designated facilitylocation where the most active development work is being conducted, which the parties anticipate will be in Lausanne Switzerland through the early and middle stages of the Development Program, and may be the site of anticipated manufacturing facilities later in the Development Program. Work on Meetings of the Steering Committee (including attendance Group attended by the CEO's shall alternate between locations designated by the CEO of its meetings) by Emisphere employees shall be included in IMT and the Programs' work compensated by Lilly pursuant to Section 1.4 below. It is anticipated that almost all FTE's and subcontractors doing work under the HGH Work Plan will be provided by EmisphereCEO of DBT.

Program Management. Lilly and Emisphere 5.1 For each Statement of Work entered into by the parties, the parties shall establish and maintain a steering ------------------ committee (Technical Committee which will oversee the "Steering Committee"). The function development activities and all other aspects of the Steering mutual relationship contemplated by each such Statement of Work. Each party shall appoint one Technical Committee ------------------ representative who shall have technical expertise in the development activities and who is responsible for the technical management of such activities. Each representative may appoint one additional person to serve on the Technical Committee and may also designate a surrogate for himself or herself. On a bi-weekly basis, each Technical Committee shall be responsible for reviewing and approving the development activities and the major milestones and budgets contained therein. In addition, each Technical Committee shall provide a mechanism for the exchange of information and review of activities, and, if mutually desirable to Confidentiality Requested by Empire Technologiesthe Technical Committee Representatives and subject to the approval of the corresponding Executive Committee, Inc.shall add, ▇▇▇ ▇▇▇▇ ▇▇delete or modify the development activities specified in its Statement of Work. ▇▇▇▇▇ In addition, each Technical Committee shall review and approve resolve engineering design disputes as well as intellectual property ownership disagreements related to its Statement of Work. Each Technical Committee shall assume any other responsibilities that are mutually agreed to by WorldGate and S-A. 5.2 For each Statement of Work entered into by the Programsparties, the parties shall establish and maintain an Executive Committee. Each party shall appoint, as its representatives to each Executive Committee, two members of senior level management, who are not directly involved in the development activities. Each Executive Committee member may designate a surrogate. On a quarterly basis at mutually agreed to locations, each Executive Committee shall be responsible for reviewing work of its respective Technical Committee and shall provide a mechanism for the exchange of information and review of sales and marketing activities. Members of the respective Technical Committee (1) to review the overall progress of the Statement of Work; and (2) to review and resolve disagreements or disputes including engineering design disputes and intellectual property ownership disagreements that are not resolved by the respective Technical Committee. In the event that the Executive Committee is unable to resolve a dispute, such approval not to dispute shall be unreasonably withheld after handled under the initial programs have been dispute resolution provisions of this Agreement. Each Executive Committee shall assume any other responsibilities that are mutually agreed to by the parties. The Steering Committee is not intended to replace any internal management procedures of either party or continued and close collaboration by the parties with respect to the Programs. Rather, it is intended to be a vehicle to ensure that the Programs proceed in a timely, coordinated, and well-planned fashion. It shall be made up of up to [* * *] members, with an equal number appointed by each of Lilly and Emisphere and with a central contact person appointed by each party. Each party hereto shall name one member to be a co-chairperson of the Steering Committee. Within thirty (30) days of execution of this agreement, the Steering Committee will meet to review and approve the initial HGH Work Plan (Exhibit C). On at least a quarterly basis, the Steering Committee shall meet, to review progress and approve modifications to the PTH Work Plan (Exhibit A), and review progress and changes to the HGH Work Plan (Exhibit C) as appropriate. The Steering Committee shall keep minutes of its meetings, shall act by a majority vote of its members and shall be responsible for the development and implementation of the PTH Work Plan. In the event the Steering Committee is unable to reach resolution on any issue, such issue shall be resolved in a timely manner in accordance with the procedures defined in this agreement. Finally, meetings of the Steering Committee will alternate between Emisphere's designated facility and Lilly's designated facility. Each party will bear all expenses associated with attendance of its own employees at such meetings held at the other party's designated facility. Work on the Steering Committee (including attendance of its meetings) by Emisphere employees shall be included in the Programs' work compensated by Lilly pursuant to Section 1.4 below. It is anticipated that almost all FTE's and subcontractors doing work under the HGH Work Plan will be provided by Emisphere.

Program Management. Lilly 2.1 The Global MBA Program shall have a leading coordinator. Northern Illinois University shall serve as the leading coordinator and Emisphere shall establish a steering ------------------ committee (the "Steering Committee"). The function of the Steering Committee ------------------ in that role shall be responsible for: • Receiving Program applications from prospective students • Managing the registration and enrollment process of students participating in the Program • The collection of payments from students participating in the Program • The disbursement of payments to Confidentiality Requested by Empire Technologies, Inc., ▇▇▇ each Collaborating Institution in accordance with the terms set forth in this agreement. 2.2 The responsible ▇▇▇▇ ▇▇from each of the four Collaborating Institutions shall appoint a program coordinator who shall be responsible for the management of Program activities on behalf of that institution. At any time, ▇▇▇▇▇ review may choose to make changes to their appointees and approve shall notify the Programs, other Collaborating Institutions in a timely manner in writing of any such approval not to be unreasonably withheld after changes. 2.3 Each Collaborating Institution shall: • participate in a cooperative manner in the initial programs have been agreed to by meetings of the parties. The Steering Committee is not intended to replace different bodies under this agreement; • provide timely notice of any internal management procedures of either party delay in performance or continued and close collaboration by any event that may impact the parties with respect Program to the Programs. Rather, appropriate body; • share with the appropriate body any relevant communications it receives from third parties in relation to the Program; and • ensure the accuracy of any information it supplies to the other Collaborating Institutions and promptly correct any error therein of which it is intended to be a vehicle to ensure that notified, whereas the Programs proceed in a timely, coordinated, and well-planned fashion. It shall be made up of up to [* * *] members, with an equal number appointed by each of Lilly and Emisphere and with a central contact person appointed by each party. Each party hereto shall name one member to be a co-chairperson of the Steering Committee. Within thirty (30) days of execution of this agreement, the Steering Committee will meet to review and approve the initial HGH Work Plan (Exhibit C). On at least a quarterly basis, the Steering Committee shall meet, to review progress and approve modifications to the PTH Work Plan (Exhibit A), and review progress and changes to the HGH Work Plan (Exhibit C) as appropriate. The Steering Committee shall keep minutes of its meetings, shall act by a majority vote of its members and recipient Collaborating Institutions shall be responsible for the development use made of such information; • act at all times in good faith and implementation in a manner that reflects the good name, goodwill and reputation of the PTH Work Plan. In the event the Steering Committee is unable to reach resolution on any issue, such issue other Collaborating Institutions and in accordance with good business ethics. 2.4 The program coordinator of each Collaborating Institution shall be resolved responsible for: • tracking the participating students’ academic progress during the Program and sharing such information in a timely manner in accordance with the procedures defined other Collaborating Institutions; and • providing housing options and pick up services from and to the airport. 2.5 The leading coordinator will propose, in collaboration with the other Collaborating Institutions, a budget for each cycle of the Program on or before November 1st of each calendar year. The budget must be approved by the responsible ▇▇▇▇ or Program director of each Collaborating Institution by December 15th of that year. For clarity, each “cycle” of the Program is the four semester period during which a cohort completes the Program and shall be referred to in this agreement. Finallyagreement as “Program Cycle”. 2.6 The budget shall comprise at least the following components: • Revenues o Tuition fees o Funds from corporate sponsorships, meetings if applicable • Expenses o Pick-up services • Collaborating Institutions’ Program delivery costs The leading coordinator shall share with the other Collaborating Institutions the schedule of the Steering Committee will alternate in-flows associated to payments to be received and of the out-flows related to payments to be made. The currency which shall be used for reporting all revenue and expense transactions is the US Dollar. 2.7 The leading coordinator shall be solely responsible for collecting revenues in connection with the Program from tuition fees and other potential sources (e.g., corporate sponsorship revenues), as well as making payments to SWUFE, ▇▇▇▇▇▇▇▇ and SRH for their specific costs as indicated in the approved budget for each Program Cycle. NIU shall recover all expenses it incurs directly related to Program activities, including but not limited to, those expenses related to marketing and promotion of the Program from the revenues collected in connection with the Program. With revenues is intended the difference between Emisphere's designated facility the program fees and Lilly's designated facility. the costs of each collaborating institution, as indicated in Annex 0. 2.8 Each party will bear Collaborating Institution shall be responsible for all of its other expenses associated with attendance of its own employees at such meetings held at the other party's designated facility. Work on the Steering Committee (including attendance of its meetings) by Emisphere employees shall be this agreement that are not specifically included in the Programs' work compensated by Lilly pursuant to Section 1.4 below. It is anticipated approved budget. 2.9 The Collaborating Institutions agree that almost all FTE's they will finalize a common general overview of the Program that contains information such as the structure, start and subcontractors doing work under the HGH Work Plan will be provided by Emisphereend dates, course content, visa regulations, accommodation, health insurance, public transportation, etc.

Program Management. Lilly and Emisphere shall establish a steering ------------------ committee Seller will designate an individual who will be primarily dedicated to the Halliburton account (the "Steering Committee"). The function of the Steering Committee ------------------ shall be “Seller Account Representative”) who is reasonably acceptable to Confidentiality Requested by Empire Technologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ review ▇▇▇▇▇▇▇. The Seller Account Representative: (a) will be the primary contact for Halliburton in dealing with Seller under this Agreement for the Goods or Services; (b) will have overall responsibility for managing and approve coordinating the Programsdelivery of the Goods or Services; (c) will meet regularly with Halliburton; (d) will facilitate performance assessments to determine how well Seller’s team delivered on Halliburton’s desired outcomes; and (e) will have the authority to make decisions with respect to actions to be taken by Seller or requests made by Halliburton in the ordinary course of day-to-day management of the Goods or Services in accordance with work to be provided under this Agreement. Seller may change the Seller Account Representative upon days written notice to ▇▇▇▇▇▇▇▇▇▇▇; provided, however, Seller will not reassign the initial Seller Account Representative for duration of the Agreement unless Halliburton consents to such replacement in writing, such consent shall not be unreasonably withheld, delayed or conditioned; and provided further that Halliburton has approved the proposed replacement (such approval not to be unreasonably withheld after withheld, delayed or conditioned). Notwithstanding the initial programs have been agreed to foregoing such restriction on reassignment will not apply if a Seller Account Representative: (i) voluntarily resigns from Seller; (ii) is terminated by the parties. The Steering Committee is not intended to replace any internal management procedures of either party Seller for misconduct or continued and close collaboration by the parties unsatisfactory performance with respect to the Programs. Rather, it is intended to be a vehicle to ensure that the Programs proceed in a timely, coordinated, his or her duties and well-planned fashion. It shall be made up of up to [* * *] members, with an equal number appointed by each of Lilly and Emisphere and with a central contact person appointed by each party. Each party hereto shall name one member to be a co-chairperson of the Steering Committee. Within thirty responsibilities; (30iii) days of execution of this agreement, the Steering Committee will meet to review and approve the initial HGH Work Plan (Exhibit C). On at least a quarterly basis, the Steering Committee shall meet, to review progress and approve modifications to the PTH Work Plan (Exhibit A), and review progress and changes to the HGH Work Plan (Exhibit C) as appropriate. The Steering Committee shall keep minutes of its meetings, shall act by a majority vote of its members and shall be responsible for the development and implementation of the PTH Work Plan. In the event the Steering Committee is unable to reach resolution on any issue, such issue shall work due to death or disability; (iv) is under an approved leave of absence; or (v) ▇▇▇▇▇▇▇▇▇▇▇ and Seller agree that the individual has a reasonable personal reason to be resolved in reassigned. Seller will appoint a timely manner in accordance with the procedures defined in this agreement. Finally, meetings replacement Seller Account Representative within days of the Steering Committee will alternate between Emisphere's designated facility and Lilly's designated facility. Each party will bear all expenses associated with attendance of its own employees at date such meetings held at the other party's designated facility. Work on the Steering Committee (including attendance of its meetings) by Emisphere employees shall be included in the Programs' work compensated by Lilly pursuant to Section 1.4 below. It is anticipated that almost all FTE's and subcontractors doing work under the HGH Work Plan will be provided by Emisphereposition becomes vacant.

Program Management. Lilly The Parties shall create a coordination team (“Coordination Team”) to oversee the implementation of this SOW and Emisphere shall establish a steering ------------------ committee (to constitute the "Steering Committee")primary vehicle for communication, decision-making and executive management of the Statement of Work. The function Coordination Team shall comprise of the Steering Committee ------------------ Project Managers of the Parties, and any other representatives as agreed between the Parties. Each Party shall appoint: a Project Manager. The Project Managers shall conduct status meetings regularly (at least on a weekly basis) either by teleconferences or face-to-face meetings. Such status meetings shall include, among others, the exchange of technical Information, the activity under, and the performance of, this SOW, and the progress of the Services. The Coordination Team shall keep formal minutes of its meetings. Among the responsibilities of the Coordination Team are the resolution of matters concerning the performance of this SOW, such as technical problems, and progress issues. The Coordination Team shall review changes, and shall ensure they are within the framework of the of this SOW. The Coordination Team shall have full and constant visibility on the process and information, During the entire term of this SOW, Marvell’s Project Manager (or a representative on its behalf) shall be entitled to Confidentiality Requested by Empire Technologiesvisit EZchip’s facilities in order to inspect and evaluate EZchip’s progress and to ensure that such progress is compatible with the Requirements, Inc.and with Marvell’s quality assurance; provided however, that Marvell shall provide EZchip with reasonable prior notice, and that the visit shall take place during regular business hours. 1. Marvell and EZchip will jointly develop a detailed execution plan including schedule for the major activities, milestones, reviews and deliverables submission dates, 2. Marvell and EZchip shall provide each other with Weekly Status Reports that will cover the week’s Work focus/accomplishments and issues. 3. EZchip acknowledges that time is of the essence in the performance of the development. EZchip shall notify Marvell promptly of any factor, occurrence, or event coming to its attention that may affect its ability to substantially perform the development, or that is likely to occasion any material delay in delivery of Deliverables. Such notice shall be given, without limitation, in the event of any loss or reassignment of key employees, threat of strike, or major equipment failure. In any such event, the parties shall attempt to reach a prompt resolution which would allow to nevertheless meeting the schedule. In such an event, EZchip shall treat Marvell as a most favored customer. 4. EZchip will update Marvell with any bug or violation discovered on any of EZchip’s products that has relevance to the 98NXxxx core based on previous generation of Network Processors, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 5. Marvell will update EZchip with any bug or violation discovered in the XAUI, and PCI-E or any other cores that has relevance to the 98NXxxx device, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 6. During, and upon the completion of, the implementation of the Services, Marvell shall be entitled to conduct reviews and/or acceptance testing which ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ review necessary in order to verify whether the Development and/or Deliverables conform to all of the specifications and approve the ProgramsRequirements. 7. EZchip hereby represents and warrants is, such approval not to and will be, the sole author of all the 98NXxxx Deliverables, and that neither the Development nor the 98NXxxx Deliverables will in any way infringe any third party’s rights, including the intellectual property rights. Without limiting the foregoing, EZchip shall be unreasonably withheld after the initial programs have been agreed to by the parties. The Steering Committee is not intended to replace any internal management procedures of either party or continued and close collaboration by the parties with respect to the Programs. Rather, it is intended to be a vehicle responsible to ensure that Marvell receives any licenses, other than licenses of third party tools, required to enable Marvell to utilize the Programs proceed in a timely, coordinated, and well-planned fashion. It shall be made up of up to [* * *] members, with an equal number appointed by each of Lilly and Emisphere and with a central contact person appointed by each party. Each party hereto shall name one member to be a co-chairperson EZchip Deliverables under the terms of the Steering Committee. Within thirty (30) days of execution of this agreement, the Steering Committee will meet to review and approve the initial HGH Work Plan (Exhibit C). On at least a quarterly basis, the Steering Committee shall meet, to review progress and approve modifications to the PTH Work Plan (Exhibit A), and review progress and changes to the HGH Work Plan (Exhibit C) as appropriate. The Steering Committee shall keep minutes of its meetings, shall act by a majority vote of its members and shall be responsible for the development and implementation of the PTH Work Plan. In the event the Steering Committee is unable to reach resolution on any issue, such issue shall be resolved in a timely manner in accordance with the procedures defined in this agreement. Finally, meetings of the Steering Committee will alternate between Emisphere's designated facility and Lilly's designated facility. Each party will bear all expenses associated with attendance of its own employees at such meetings held at the other party's designated facility. Work on the Steering Committee (including attendance of its meetings) by Emisphere employees shall be included in the Programs' work compensated by Lilly pursuant to Section 1.4 below. It is anticipated that almost all FTE's and subcontractors doing work under the HGH Work Plan will be provided by EmisphereMaster Agreement.

Program Management. Lilly Each party shall appoint three senior employees, but not their CEOs, to form the Steering Group, which shall review all the developmental, logistical and Emisphere technical aspects of the Development Program. In addition, major financial issues shall establish a be discussed when they arise. To the extent possible the Steering Group should be the same as the steering ------------------ committee (group under the "Steering Committee")Pump Agreement. The function At least two members of the Steering Committee ------------------ Group from each side shall meet in person at least once every two months. Each party may invite additional participants from its own party to attend. Minutes of the meetings shall be to Confidentiality Requested prepared by Empire TechnologiesDebiotech, Inc., ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ review and approve indicating in particular the Programs, such approval not steps believed to be unreasonably withheld after the initial programs have been agreed to satisfactorily performed by the partiesparties and the next steps to be performed. Minutes shall be reviewed and approved or rejected and amended at the next meeting of the Steering Group. Minutes of the Steering Group shall not constitute amendments of this Agreement or the Micro-Needle Specifications even if signed by representatives of the parties or the CEOs of each Party. The Steering Committee is not intended to replace any internal management procedures of either party or continued and close collaboration by the parties with respect to the Programs. Rather, it is intended to be a vehicle to ensure that the Programs proceed in a timely, coordinated, and well-planned fashion. It Group shall be made up of up to [* * *] members, charged with an equal number appointed by each of Lilly and Emisphere and managing the Development Program with a central contact person appointed by each party. Each party hereto shall name one member view to be a co-chairperson completing development of the Steering CommitteeDebiotech Micro-Needle as rapidly as possible. Within thirty (30) days of execution of this agreementIn addition, the Steering Committee will meet to review and approve the initial HGH Work Plan (Exhibit C). On at least a quarterly basis, the Steering Committee Group shall meet, to review progress and approve modifications to the PTH Work Plan (Exhibit A), and review progress and changes to the HGH Work Plan (Exhibit C) as appropriate. The Steering Committee shall keep minutes of its meetings, shall act by a majority vote of its members and shall insure that such development be responsible for the development and implementation of the PTH Work Plan. In the event the Steering Committee is unable to reach resolution on any issue, such issue shall be resolved in a timely manner completed in accordance with the procedures defined Micro-Needle Specifications and that the manufacturing cost of the Debiotech Micro-Needle be consistent with the levels set forth in this agreementthe Micro-Needle Specifications. FinallyThe Steering Group shall make recommendations to either Party regarding design and engineering issues and shall ****** - Material has been omitted and filed separately with the Commission. make recommendations to Animas regarding the most appropriate supplier(s) to manufacture the Debiotech Micro-Needle or any part thereof. Debiotech employees shall be primarily responsible for issues relating to design, meetings engineering and intellectual property with regard to the MEMS Micro-Needle. Animas employees shall be primarily responsible for issues relating to design, engineering and intellectual property with regard to other parts of the Debiotech Micro-Needle as well as manufacturing and selection of suppliers. Animas shall also be responsible for facilitating any incorporation of Animas’ technology, if any, in the Debiotech Micro-Needle. Either Party’s members on the Steering Group may recommend modifications to the Micro-Needle Specifications and the Development Program by submitting a written request to the other Party’s members on the Steering Group detailing the nature of the modification, the reason for the modification and the anticipated costs associated with implementing the modification. Any modification must be approved in writing by each CEO. Each Party agrees not to unreasonably withhold their approval to a modification suggested by the other Party so long as the consenting Party cannot demonstrate with written documentation that the modification (i) adversely affect the marketability and desirability of the Debiotech Micro-Needle, (ii) materially affects the cost of the development effort, or (iii) materially affects the timing of the availability on the market of the Debiotech Micro-Needle. Each Party’s members on the Steering Group shall keep their respective CEOs informed as necessary. The Steering Group shall meet in person with the CEOs as a group of eight at least once every 4 months. The Steering Group shall attempt to resolve issues without the involvement of the CEOs; provided, that, in the event the parties cannot agree, the issue shall be put before the CEOs who shall use commercially reasonable efforts to resolve the issue. Meetings of the Steering Committee will alternate between Emisphere's designated facility and Lilly's designated facility. Each party will bear all expenses associated with attendance of its own employees at such meetings Group (other than those to attended by the CEOs) shall be held at the other party's designated facilitylocation where the most active development work is being conducted, which the parties anticipate will be in Lausanne Switzerland through the early and middle stages of the Development Program, and may be the site of anticipated manufacturing facilities later in the Development Program. Work on Meetings of the Steering Committee (including attendance Group attended by the CEOs shall alternate between locations designated by the CEO of its meetings) by Emisphere employees shall be included in Animas and the Programs' work compensated by Lilly pursuant to Section 1.4 belowCEO of Debiotech. It is anticipated that almost all FTE's ****** - Material has been omitted and subcontractors doing work under filed separately with the HGH Work Plan will be provided by EmisphereCommission.

Program Management. Lilly and Emisphere shall establish a steering ------------------ committee (the "Steering Committee"). The function of the a.) A program Steering Committee ------------------ shall be to Confidentiality Requested by Empire Technologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ review comprised of district teachers and approve the Programs, such approval not to be unreasonably withheld after the initial programs have been agreed to by the parties. The Steering Committee is not intended to replace any internal management procedures of either party or continued and close collaboration by the parties with respect to the Programs. Rather, it is intended to be a vehicle to ensure that the Programs proceed in a timely, coordinated, and well-planned fashion. It shall be made up of up to [* * *] members, with an equal number appointed by each of Lilly and Emisphere and with a central contact person appointed by each party. Each party hereto shall name one member to be a co-chairperson of the Steering Committee. Within thirty (30) days of execution of this agreement, the Steering Committee administrators will meet to review and approve the initial HGH Work Plan (Exhibit C). On at least a quarterly basis, the Steering Committee shall meet, to review progress and approve modifications to the PTH Work Plan (Exhibit A), and review progress and changes to the HGH Work Plan (Exhibit C) as appropriate. The Steering Committee shall keep minutes of its meetings, shall act by a majority vote of its members and shall be responsible for the development and effective implementation of the PTH Work Planprogram. This committee is the decision making body for the program. Member’s responsibilities include, but are not limited to, setting policy for the mentoring program and making a recommendation to the Superintendent for appointment of the Program Coordinator. In the event that the Superintendent of Schools does not accept the recommendation, the committee will reconvene and make another recommendation to the Superintendent of Schools. This Steering Committee is scheduled to meet every six weeks during the program. The actual coordination of program activities is the responsibility of the Program Coordinator. The Program Coordinator works closely with the Assistant Superintendent for Instruction to facilitate the implementation of the project. The activities of the Program Coordinator include but are not limited to: • coordinate summer orientation • chair meetings of the program participants and the Steering Committee is unable • monitor progress of the program and report to reach resolution on any issueSteering Committee • assist in program evaluation • develop and facilitate ongoing in-service for participants • report to Board of Education • functions • public relations b.) Mentors and mentees will be required to keep a log of program meetings and activities to use when setting goals, such issue assessing needs, and planning. This document will serve as a record of the mentoring experience and as a valuable resource during the evaluation process. . c.) The program steering committee shall consist of the Assistant Superintendent for Instruction, the Director of Personnel, the President and Executive Vice-President of the STA (or designee), two additional teachers appointed by the STA and one building level administrator appointed by the District. d.) During the 2004-2005 school year the Program Coordinator will be a recent retiree selected by the program steering committee. e.) Beginning September 1, 2004 the Program Coordinator shall be resolved compensated at the B-2 co-curricular salary; if the total number of mentor-mentee teams is 12 or more than the compensation for the coordinator shall be at the A-2 level. f.) Beginning in the 2005-2006 school year the Program Coordinator, if a timely manner in accordance with the procedures defined in this agreement. Finally, meetings full time employee of the Steering Committee District, shall receive a minimum of 10% release time in addition to the compensation set forth above in paragraph e.). g.) The District will alternate between Emisphere's designated facility fund up to $4000 per year for conferences exclusively for the mentor program and Lilly's designated facility. Each party in addition to other professional development offered by the District h.) Teachers participating in the mentor program can be required to put in up to 15 hours per year outside of the school day for which mentees will bear all expenses associated with attendance receive 1 in-service credit and mentors would have the choice of its own employees at such meetings held $500 or 1 in- service credit. i.) All secondary teachers on a mentoring team shall be relieved of a duty at the other party's designated facilitysecondary level on an alternating school day schedule. j.) Each teacher on a mentoring team that meets a minimum of 15 times per quarter during his/her professional period shall receive 1 in-service credit per quarter. Work A teacher on the Steering Committee (including attendance MA 75 schedule shall receive a payment of its meetings) by Emisphere employees shall be included $300 per quarter in lieu of the Programs' work compensated by Lilly pursuant to Section 1.4 below. It is anticipated that almost all FTE's and subcontractors doing work under the HGH Work Plan will be provided by Emispherein-service credit.

Program Management. Lilly (a) Regeneron and Emisphere shall establish a steering ------------------ committee (the "Steering Committee"). The function of the Steering Committee ------------------ shall be to Confidentiality Requested by Empire Technologies------------------ plan, Inc., ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ review coordinate and approve manage the Programs, such approval not to be unreasonably withheld after the initial programs have been agreed to by the partiesProgram. The Steering Committee is not intended to replace any internal management procedures of either party or continued and close collaboration by the parties with respect to the ProgramsParty. Rather, it is intended to be a vehicle to ensure that the Programs proceed Program proceeds in a timely, coordinated, and well-planned fashion. It shall be made up of up to [* * *] a maximum of ten members, with an equal number appointed by each of Lilly Regeneron and Emisphere and with a central contact person appointed by each partyParty. Each party Party hereto shall name one member to be a co-chairperson of the Steering Committee. Within thirty (30) days The first responsibility of execution of this agreement, the Steering Committee will meet shall be to review establish and approve a work plan to assure the initial HGH Work Plan timely completion of the Program. The second responsibility of the Steering Committee shall be to [***] which will be used to make the "go/no go" decision with respect to continued research into and/or development of the use of the Carriers for oral delivery of the Compound (Exhibit C)the "Criteria") for Stages [***] only. Regeneron and Emisphere shall determine -------- at the end of each Stage whether the Criteria have been met. On at least a quarterly basis, the Steering Committee shall meet, meet to review progress the results of the Program and approve modifications to modify the PTH Work Plan work plan as necessary. On a quarterly basis or time frame agreed to by the parties, each party's respective patent counsel shall meet to discuss patent filings and intellectual property matters. (Exhibit A), and review progress and changes to the HGH Work Plan (Exhibit Cb) as appropriate. The Steering Committee shall keep minutes of its meetings, shall act by a majority vote of its members and shall be responsible only for the development and implementation of the PTH Work Planwork plan. If the members of the Steering Committee cannot agree jointly on a task in the work plan, it will be up to the Co-Chairmen to reach a decision. If the Co- Chairmen cannot reach agreement, the matter shall be brought to the CEO of Emisphere and CEO of Regeneron. In the event that the CEOs cannot resolve the issues within [***] days, the CEOs of the Parties shall mutually agree upon and appoint to the Steering Committee is unable an additional member. If the CEOs cannot mutually agree upon the identity of such additional member within [***], the Parties shall request an arbitration panel, pursuant to reach resolution on any issuesection 4.19, such issue to appoint to the Steering Committee an additional member, knowledgeable in the research- based pharmaceutical industry, possessing senior executive experience and skills, and not associated with either Party, an Affiliate of either Party or a competitor of either Party. Thereafter, all decisions will be by majority vote of the Steering Committee. Such additional member shall be resolved in a timely manner in accordance appointed to the Steering Committee until such time as the CEOs mutually agree that such disputes have been resolved. Such additional member shall be instructed to render his/her votes consistent with the procedures defined stated responsibilities of the Steering Committee, as set forth in this agreementsection 1.2(a) above. Finally, meetings of the Steering Committee will alternate between Emisphere's designated facility and LillyRegeneron's designated facility. Each party will bear all expenses associated with attendance of its own employees at such meetings held at the other party's designated facility. Work on the Steering Committee (including attendance of its meetings) by Emisphere employees shall be included in the Programs' work compensated by Lilly pursuant to Section 1.4 below. It is anticipated that almost all FTE's and subcontractors doing work under the HGH Work Plan will be provided by Emisphere.