Common use of Review Process Clause in Contracts

Review Process. The Operating Committee will meet and review all such Proposals within [*] after the end of Phase I or Phase II, but not to exceed [*] after the completion of Phase I development under this CDP. Proposals which by mutual agreement meet the criteria defined in Section 18.1.1 will be identified as “Valid Proposals.” (a) Valid Proposals shall be reviewed, discussed and decided upon as a whole by the Operating Committee within [*] after the end of Phase I, or of Phase II, but not to exceed [*] after the completion of Phase I development under this CDP. Determination by the Operating Committee and by the parties of whether a proposal constitutes a Valid Proposal will be made in good faith based on the technical and commercial feasibility of the proposal. An affirmative decision of the Operating Committee regarding specific Valid Proposals may result in an extension of the existing CDP, the creation of additional CDPs, or the agreement that a party may proceed independently of the alliance to develop the application; with new CDP Field definitions, development resource and timeline commitments, subscriptions for use of IM HPC Systems (if applicable), CDP fees, revenue sharing terms or royalties, and other terms to be agreed upon in writing by the parties. Disagreements of the Operating Committee regarding Valid Proposals may be submitted for escalation to the chief executive officers of the parties pursuant to the Agreement. If after escalation from the Operating Committee to senior management of the parties pursuant to the Agreement, the parties cannot in good faith agree on whether a specific proposal constitutes a Valid Proposal, either party may submit the determination of whether a proposal constitutes a Valid Proposal to arbitration as set forth in the Agreement. If the parties agree that a Valid Proposal has been presented, but do not agree on cooperating for that Valid Proposal and do not agree on royalty or revenue share terms for one party to proceed independently, then a determination of the revenue share or royalty amounts may be decided by an arbitrator as expressly set forth in the arbitration provision set forth in Section 21 below. (b) proposal that is not a Valid Proposal, once so identified, shall not be further considered in the Review Process for this CDP, and no default licenses will be granted and no default revenue sharing or royalty terms will apply for such Proposals.

Review Process. The Operating Committee will meet environmental assessment for the project consists of three stages. These stages are referred to as the Pre-Panel Stage, the Joint Review Panel Stage and the Post- Panel Stage. This description of the review all such Proposals within [*] after process is limited to the end Joint Review Panel stage. The main steps of Phase I or Phase II, but not to exceed [*] after the completion joint review during the Joint Review Panel stage of Phase I development under this CDP. Proposals which by mutual agreement meet the criteria defined in Section 18.1.1 environmental assessment will be identified as “Valid Proposalsfollows: 1. As soon as possible following its appointment, the Joint Review Panel will initiate a public comment period on whether the information available on the public registry is sufficient to allow a review that complies with the Joint Review Panel’s Terms of Reference and to proceed to the public hearing phase of the process. The public, Aboriginal groups and government departments and agencies will be provided with a minimum of 30 days to provide comments.” (a) Valid Proposals shall be reviewed, discussed and decided upon as a whole by 2. Comments received during the Operating Committee within [*] after the end of Phase I, or of Phase II, but not to exceed [*] after the completion of Phase I development under this CDP. Determination by the Operating Committee and by the parties of whether a proposal constitutes a Valid Proposal comment period will be made in good faith based on available to the technical and commercial feasibility public through the public registry as soon as possible. 3. After the public comment period has closed, the Joint Review Panel will decide if it has sufficient information to proceed to hearing. In so doing, the Joint Review Panel will consider its own review of the proposalinformation, any written comments from the public, including Aboriginal persons and groups, government departments or agencies, other governments or technical experts, and any written exchanges between the public and the Proponent. 4. An affirmative decision Should the Joint Review Panel identify information deficiencies after reviewing the available information and considering any comments received, the Joint Review Panel shall require additional information from the Proponent. Any requirement for additional information will be issued by the Joint Review Panel as soon as is reasonably practicable following the close of the Operating Committee regarding specific Valid Proposals may result in an extension public comment period. 5. Should the Joint Review Panel conclude that it has sufficient information to proceed to hearing, it will announce the hearing following the close of the existing CDPpublic comment period, providing for a minimum of notice 30 days prior to the commencement of the hearing. 6. Notwithstanding paragraph 4 above, if the Joint Review Panel is of the view that it requires additional information from the Proponent but the information deficiency is minor in nature, and the Joint Review Panel receives a commitment from the Proponent to provide the outstanding information, the creation Joint Review Panel may announce the hearing, providing for a minimum of additional CDPs, or 30 days notice prior to the agreement that a party may proceed independently commencement of the alliance to develop the application; with new CDP Field definitions, development resource and timeline commitments, subscriptions for use of IM HPC Systems (if applicable), CDP fees, revenue sharing terms or royalties, and other terms to be agreed upon in writing by the parties. Disagreements of the Operating Committee regarding Valid Proposals may be submitted for escalation to the chief executive officers of the parties pursuant to the Agreement. If after escalation from the Operating Committee to senior management of the parties pursuant to the Agreement, the parties cannot in good faith agree on whether a specific proposal constitutes a Valid Proposal, either party may submit the determination of whether a proposal constitutes a Valid Proposal to arbitration as set forth in the Agreement. If the parties agree that a Valid Proposal has been presented, but do not agree on cooperating for that Valid Proposal and do not agree on royalty or revenue share terms for one party to proceed independently, then a determination of the revenue share or royalty amounts may be decided by an arbitrator as expressly set forth in the arbitration provision set forth in Section 21 belowhearing. (b) proposal that is not a Valid Proposal, once so identified, shall not be further considered in the Review Process for this CDP, and no default licenses will be granted and no default revenue sharing or royalty terms will apply for such Proposals.

Review Process. The Operating Committee will meet As provided in Section 3.1 of this Work Letter, the EP Construction Drawings are subject to Landlord's review and review all such Proposals approval, which approval shall not be unreasonably withheld, conditioned or delayed except in connection with a Design Problem. Landlord shall either approve or provide the Tenant with any reasonable comments or input to the EP Construction Drawings with reasonable specificity in writing within [*] fourteen (14) business days after the end of Phase I Tenant or Phase IITenant's Architect submits the EP Construction Drawings to Landlord. If Landlord does not respond within such fourteen (14) business day period, but not to exceed [*] Tenant shall notify Landlord (the "Second Notice") in writing that the EP Construction Drawings shall be deemed approved five (5) business days after the completion of Phase I development under this CDPSecond Notice, if Landlord does not disapprove the same within such five (5) business day period. Proposals which by mutual agreement meet the criteria defined in Section 18.1.1 will be identified as “Valid Proposals.” (a) Valid Proposals Landlord shall be reviewed, discussed and decided upon as a whole by deemed to have approved the Operating Committee within [*] after the end of Phase I, or of Phase II, but EP Construction Drawings if Landlord does not to exceed [*] after the completion of Phase I development under this CDP. Determination by the Operating Committee and by the parties of whether a proposal constitutes a Valid Proposal will be made in good faith based on the technical and commercial feasibility disapprove of the proposal. An affirmative decision of the Operating Committee regarding specific Valid Proposals may result in an extension of the existing CDP, the creation of additional CDPs, or the agreement that a party may proceed independently of the alliance to develop the application; with new CDP Field definitions, development resource and timeline commitments, subscriptions for use of IM HPC Systems same within such five (if applicable), CDP fees, revenue sharing terms or royalties, and other terms to be agreed upon in writing by the parties. Disagreements of the Operating Committee regarding Valid Proposals may be submitted for escalation to the chief executive officers of the parties pursuant to the Agreement5) business day period. If after escalation from the Operating Committee to senior management of the parties pursuant to the AgreementLandlord provides any such comments within such ten (10) day or fourteen (14) business day period, as applicable, the parties canshall work diligently to revise and agree upon the final approved EP Construction Drawings, subject to the process set forth below. If Landlord reasonably requires that any EP Construction Drawings submission from Tenant be modified in order to obtain Landlord's approval (which comments or reasons for disapproval must be made with reasonable specificity in writing), then Tenant shall resubmit revised EP Construction Drawings within fourteen (14) business days after the date Tenant receives any such notice of disapproval, to Landlord incorporating Landlord's reasonably requested changes and responding to any other issues or questions raised by Landlord in its prior submission. On each occasion, Landlord will provide to Tenant and Tenant's Architect copies of the marked up plans, drawings and documents to which it has an objection or requires a resubmission, which marked up plans shall indicate Landlord's objection in reasonable detail. Landlord shall either approve or provide the Tenant with any reasonable comments or input to the revised EP Construction Drawings with reasonable specificity in writing within five (5) business days after the Tenant or Tenant's Architect resubmits the same to Landlord. If Landlord does not respond within such five (5) business day period, Tenant shall notify Landlord (the "Second Resubmittal Notice") in good faith writing that the EP Construction Drawings shall be deemed approved three (3) business days after the Second Resubmittal Notice, if Landlord does not disapprove the same within such three (3) business day period. Landlord shall be deemed to have approved the applicable resubmitted EP Construction Drawings if Landlord does not disapprove of the same within such three (3) business day period. Such submission and approval process shall continue until approval is granted as submitted (or deemed granted due to Landlord's failure to timely respond). If the parties are unable to agree on whether a specific proposal constitutes a Valid Proposalthe Landlord's approval of the EP Construction Drawings, either party may submit elect to tender such dispute to be resolved through the determination of whether a proposal constitutes a Valid Proposal to arbitration Dispute Resolution Process (as set forth in the Agreement. If the parties agree that a Valid Proposal has been presented, but do not agree on cooperating for that Valid Proposal and do not agree on royalty or revenue share terms for one party to proceed independently, then a determination of the revenue share or royalty amounts may be decided by an arbitrator as expressly set forth in the arbitration provision set forth in Section 21 below. (b) proposal that is not a Valid Proposal, once so identified, shall not be further considered in the Review Process for this CDP, and no default licenses will be granted and no default revenue sharing or royalty terms will apply for such Proposals.hereinafter defined)

Review Process. The Operating Committee will meet Except for a disclosure of the Disclosing Party’s Confidential Information that is permitted under Section 11.4 (Authorized Disclosure), Section 11.5 (Required Disclosures), or Section 11.6 (Public Announcements), prior to publishing or presenting any (i) Confidential Information of the other Party, or (ii) Scientific COVID-19 Mono Publication (each of (i) and review all (ii), a “Proposed Disclosure”), a Party desiring to submit such Proposals within Proposed Disclosure for publication (the “Publishing Party”) shall provide the other Party (the “Reviewing Party”) with a copy of such Proposed Disclosure at least [***] after the end of Phase I (or Phase II, but not to exceed at least [***] after for any abstracts, posters, or presentations) prior to submission for publication (“Review Period”) in order to allow the completion of Phase I development under this CDP. Proposals which by mutual agreement meet Reviewing Party an opportunity to review and comment on the criteria defined in Section 18.1.1 Proposed Disclosure, and such comments will be identified as reasonably taken into account by the Publishing Party. The Reviewing Party shall notify the Publishing Party in writing if the Reviewing Party has an objection to the Proposed Disclosure, whether due to such Proposed Disclosure not aligning with the Publication Strategy, the inclusion of any of its Confidential Information, or to allow time for the Reviewing Party to file for patent protection on any potentially patentable inventions that may be disclosed by the Proposed Disclosure. If the Reviewing Party reasonably determines that such Proposed Disclosure does not align with the Publication Strategy, then the JSC will review, discuss, and determine if such Proposed Disclosure aligns with the Publication Strategy and the Publishing Party may only submit the Proposed Disclosure for publication if the JSC determines that the Proposed Disclosure aligns with the Publication Strategy. If the Reviewing Party reasonably determines that its Confidential Information or a potentially patentable invention would likely be disclosed by such Proposed Disclosure, then it shall so advise the Publishing Party within the Review Period, whereupon the Publishing Party shall postpone publication of such Proposed Disclosure for a period of [***] (the “Valid Proposals.Extended Review Period” (a) Valid Proposals shall to afford the Reviewing Party the opportunity to further evaluate the patentability of any inventions that may be revieweddisclosed by the Proposed Disclosure; provided that, discussed and decided upon if such Confidential Information of the Reviewing Party may be valuable as a whole trade secret, then the Reviewing Party shall notify the Publishing Party of such determination during the Extended Review Period, and the Publishing Party will remove such Confidential Information of the Reviewing Party from the Proposed Disclosure prior to submission for publication. If the Reviewing Party gives notice to the Publishing Party during the Extended Review Period that it intends to prepare and file a Patent application that contains any of its Confidential Information contained in such Proposed Disclosure, then the Publishing Party will postpone submission of the Proposed Disclosure for publication by the Operating Committee within an additional [*] after the end of Phase I, or of Phase II, but not to exceed [**] after to afford the completion of Phase I development under this CDPReviewing Party the opportunity to prepare and file such a Patent application. Determination by the Operating Committee and by the parties of whether a proposal constitutes a Valid Proposal will be made in good faith based on the technical and commercial feasibility of the proposal. An affirmative decision of the Operating Committee regarding specific Valid Proposals may result in an extension of the existing CDP, the creation of additional CDPs, or the agreement that a party may proceed independently of the alliance to develop the application; with new CDP Field definitions, development resource and timeline commitments, subscriptions for use of IM HPC Systems (if applicable), CDP fees, revenue sharing terms or royalties, and other terms to be agreed upon in writing by the parties. Disagreements of the Operating Committee regarding Valid Proposals may be submitted for escalation Notwithstanding any provision to the chief executive officers of the parties pursuant to the Agreement. If after escalation from the Operating Committee to senior management of the parties pursuant to the contrary set forth in this Agreement, the parties canPublishing Party will not in good faith agree on whether a specific proposal constitutes a Valid Proposal, either party may submit the determination of whether a proposal constitutes a Valid Proposal to arbitration as set forth in the Agreement. If the parties agree for publication any Proposed Disclosure that a Valid Proposal has been presented, but do not agree on cooperating for that Valid Proposal and do not agree on royalty or revenue share terms for one party to proceed independently, then a determination contains Confidential Information of the revenue share or royalty amounts may be decided by an arbitrator as expressly set forth in Reviewing Party without the arbitration provision set forth in Section 21 belowwritten consent of the Reviewing Party. (b) proposal that is not a Valid Proposal, once so identified, shall not be further considered in the Review Process for this CDP, and no default licenses will be granted and no default revenue sharing or royalty terms will apply for such Proposals.

Review Process. The Operating Committee will meet As provided in Section 3.1 of this Tenant Work Letter, the Construction Drawings are subject to Landlord’s review and review all such Proposals approval, which approval shall not be unreasonably withheld, conditioned or delayed except in connection with a Design Problem. Landlord shall either approve or provide the Tenant with any reasonable comments or input to the Construction Drawings with reasonable specificity in writing within [*] ten (10) days with respect to Improvements for the Pod 4 Portion of the Premises (or within fourteen (14) business days with respect to Improvements for the Pod 5 Portion of the Premises) after the end of Phase I Tenant or Phase IITenant’s Architect submits the Construction Drawings to Landlord. If Landlord does not respond within such ten (10) day or fourteen (14) business day period, but not to exceed [*] as applicable, Tenant shall notify Landlord (the “Second Notice”) in writing that the Construction Drawings shall be deemed approved five (5) business days after the completion of Phase I development under this CDPSecond Notice, if Landlord does not disapprove the same within such five (5) business day period. Proposals which by mutual agreement meet the criteria defined in Section 18.1.1 will be identified as “Valid Proposals.” (a) Valid Proposals Landlord shall be reviewed, discussed and decided upon as a whole by deemed to have approved the Operating Committee within [*] after the end of Phase I, or of Phase II, but applicable Construction Drawings if Landlord does not to exceed [*] after the completion of Phase I development under this CDP. Determination by the Operating Committee and by the parties of whether a proposal constitutes a Valid Proposal will be made in good faith based on the technical and commercial feasibility disapprove of the proposal. An affirmative decision of the Operating Committee regarding specific Valid Proposals may result in an extension of the existing CDP, the creation of additional CDPs, or the agreement that a party may proceed independently of the alliance to develop the application; with new CDP Field definitions, development resource and timeline commitments, subscriptions for use of IM HPC Systems same within such five (if applicable), CDP fees, revenue sharing terms or royalties, and other terms to be agreed upon in writing by the parties. Disagreements of the Operating Committee regarding Valid Proposals may be submitted for escalation to the chief executive officers of the parties pursuant to the Agreement5) business day period. If after escalation from the Operating Committee to senior management of the parties pursuant to the AgreementLandlord provides any such comments within such ten (10) day or fourteen (14) business day period, as applicable, the parties canshall work diligently to revise and agree upon the final approved Construction Drawings, subject to the process set forth below. If Landlord reasonably requires that any Construction Drawings submission from Tenant be modified in order to obtain Landlord’s approval (which comments or reasons for disapproval must be made with reasonable specificity in writing), then Tenant shall resubmit revised Construction Drawings within ten (10) days with respect to Improvements for the Pod 4 Portion of the Premises (or within fourteen (14) business days with respect to Improvements for the Pod 5 Portion of the Premises) after the date Tenant receives any such notice of disapproval, to Landlord incorporating Landlord’s reasonably requested changes and responding to any other issues or questions raised by Landlord in its prior submission. On each occasion, Landlord will provide to Tenant and Tenant’s Architect copies of the marked up plans, drawings and documents to which it has an objection or requires a resubmission, which marked up plans shall indicate Landlord’s objection in reasonable detail. Landlord shall either approve or provide the Tenant with any reasonable comments or input to the revised Construction Drawings with reasonable specificity in writing within five (5) business days after the Tenant or Tenant’s Architect resubmits the same to Landlord. If Landlord does not respond within such five (5) business day period, Tenant shall notify Landlord (the “Second Resubmittal Notice”) in good faith writing that the Construction Drawings shall be deemed approved three (3) business days after the Second Resubmittal Notice, if Landlord does not disapprove the same within such three (3) business day period. Landlord shall be deemed to have approved the applicable resubmitted Construction Drawings if Landlord does not disapprove of the same within such three (3) business day period. Such submission and approval process shall continue until approval is granted as submitted (or deemed granted due to Landlord’s failure to timely respond). If the parties are unable to agree on whether a specific proposal constitutes a Valid Proposalthe Landlord’s approval of the applicable Construction Documents, either party may submit elect to tender such dispute to be resolved through the determination of whether a proposal constitutes a Valid Proposal to arbitration Dispute Resolution Process (as set forth in the Agreement. If the parties agree that a Valid Proposal has been presented, but do not agree on cooperating for that Valid Proposal and do not agree on royalty or revenue share terms for one party to proceed independently, then a determination of the revenue share or royalty amounts may be decided by an arbitrator as expressly set forth in the arbitration provision set forth in Section 21 belowhereinafter defined). (b) proposal that is not a Valid Proposal, once so identified, shall not be further considered in the Review Process for this CDP, and no default licenses will be granted and no default revenue sharing or royalty terms will apply for such Proposals.

Review Process. Where appropriate, and agreed by the employee who made the application under clause I3, or the employee’s union or other employee representative on the employee’s behalf, the Chief Executive must consider mediation as an option before arranging for a review under subclause I4.3. The Operating Committee mediator will meet be agreed between the employee and review the Chief Executive. In the event that mediation does take place and that it resolves the issues raised in the application, then no further action is required under these procedures. In that event a formal written statement that the issue has been resolved must be signed by the employee and the Chief Executive. Subject to subclauses I4.1 and I4.2, the Chief Executive must arrange for an application made under clause I3 to be reviewed by an independent person (the reviewer) who may be: a suitably skilled employee or executive who was not involved in the original action; or a person taken from a list of panel providers approved by the Commissioner for Public Administration. The Chief Executive may determine the process under which an application is reviewed, subject to the principles set out in subclause I4.5. The reviewer must have due regard to the principles of natural justice and procedural fairness and act as quickly as practicable consistent with a fair and proper consideration of the issues. This includes but is not limited to: fully informing the employee of all relevant issues and providing access to all relevant documents; and providing reasonable opportunity for the employee to respond; and advising the employee of the employee’s rights to representation. The reviewer may recommend to the Chief Executive that an application should not be considered on any of the following grounds: the application concerns a decision or action that is excluded under subclause I2.1; or a period of twenty-eight calendar days has elapsed since the employee was advised of the decision or action except where extenuating circumstances exist; or the employee has made an application regarding the decision or action to a court or tribunal, or where the reviewer believes it is more appropriate that such Proposals an application be made; or the reviewer believes on reasonable grounds that the application: is frivolous or vexatious; or is misconceived or lacks substance; or should not be heard for some other compelling reason. The Chief Executive must either confirm a recommendation made by the reviewer under subclause I4.6 that an application should not be considered or arrange for another reviewer to consider the application. The Chief Executive will inform the employee in writing, within [*] after fourteen calendar days of the end date of Phase I or Phase IIany decision under subclause I4.7, but including, the reasons for any decision not to exceed [*] after consider the completion application. If the reviewer does not make a recommendation under subclause I4.6, then the reviewer will conduct a procedural review on the papers to determine: whether it was open to the Chief Executive to take the action that he or she did; whether the principles of Phase I development under procedural fairness and natural justice were complied with in taking the original action; and whether the final decision of the Chief Executive was fair and equitable in all of the circumstances. The reviewer must be provided with all relevant information and evidence that was available to the delegate in the making of the original decision or in taking the original action. To ensure efficiency and timeliness, the reviewer should not undertake to collect the same information or new evidence which was not available at the time the original action or decision was made. After reviewing any action or decision the reviewer will, subject to subclause I4.16, make a written report to the Chief Executive containing recommendations on whether the action that led to the application should be confirmed or varied or that other action is taken. A copy of this CDP. Proposals which by mutual agreement meet the criteria defined in Section 18.1.1 report will be identified as “Valid Proposals.” (a) Valid Proposals shall provided to the employee. In keeping with subclause I4.11, if the reviewer is of the view that there is doubt over the veracity and/or validity of the information or evidence or processes used in making the initial decision or action, the reviewer will inform the Chief Executive of that doubt and the reasons for it in the written report. The employee may respond to any aspects of the report. Such a response must be reviewedin writing and be provided to the Chief Executive within fourteen calendar days of the employee receiving the report. The Chief Executive, discussed after considering the report from the reviewer and decided upon as a whole by any response from the Operating Committee employee to the report of the reviewer, may: confirm the original action; or vary the original action; or take any other action the Chief Executive believes is reasonable. The Chief Executive will inform the employee in writing, within [*] after fourteen calendar days of the end date of Phase Iany decision under subclause I4.14, including the reasons for the action. Where the subject of the application is an action or decision of Phase IIthe Chief Executive, but not to exceed [*] after the completion written report of Phase I development under this CDP. Determination by the Operating Committee and by the parties of whether a proposal constitutes a Valid Proposal reviewer will be made to the Commissioner for Public Administration. A copy of this report will be provided to the employee. The Commissioner for Public Administration may, after considering the report from the reviewer, recommend to the Chief Executive that: the original action be confirmed; or the original action be varied; or other action be taken that the Commissioner for Public Administration believes is reasonable. The Chief Executive, after considering the report from the Commissioner for Public Administration, may: accept any or all of the report’s recommendation(s) and take such action as necessary to implement the recommendation(s); or not accept the report’s recommendation(s) and confirm the original action. If the Chief Executive does not accept any one of the recommendation(s) of the Commissioner for Public Administration under subclause I4.17, the Chief Executive will: provide written reasons to the Commissioner for Public Administration for not accepting the recommendation(s); and provide the employee, within fourteen calendar days, with written reasons for not accepting the recommendation(s). If the Chief Executive does not accept any one of the recommendation(s) of the Commissioner for Public Administration under subclause I4.17, the Commissioner may report on this outcome in good faith based the Commissioner’s Annual Report. Right of External Review The employee, or the employee’s union or other employee representative on the technical and commercial feasibility employee’s behalf, may seek a review of a decision or action of the proposalChief Executive under subclause I4.14 or subclause I4.18 by an external tribunal or body, including the FWC. An affirmative The FWC will be empowered to resolve the matter in accordance with the powers and functions set out in clause G2 of this Agreement. The decision of the Operating Committee regarding specific Valid Proposals may result in an extension of the existing CDP, the creation of additional CDPs, or the agreement that a party may proceed independently of the alliance to develop the application; with new CDP Field definitions, development resource and timeline commitments, subscriptions for use of IM HPC Systems (if applicable), CDP fees, revenue sharing terms or royalties, and other terms to be agreed upon in writing by the parties. Disagreements of the Operating Committee regarding Valid Proposals may be submitted for escalation to the chief executive officers of the parties pursuant to the Agreement. If after escalation from the Operating Committee to senior management of the parties pursuant to the Agreement, the parties cannot in good faith agree on whether a specific proposal constitutes a Valid Proposal, either party may submit the determination of whether a proposal constitutes a Valid Proposal to arbitration as set forth in the Agreement. If the parties agree that a Valid Proposal has been presented, but do not agree on cooperating for that Valid Proposal and do not agree on royalty or revenue share terms for one party to proceed independently, then a determination of the revenue share or royalty amounts may be decided by an arbitrator as expressly set forth in the arbitration provision set forth in Section 21 below. (b) proposal that is not a Valid Proposal, once so identified, shall not be further considered in the Review Process for this CDP, and no default licenses FWC will be granted and no default revenue sharing or royalty terms will apply for such Proposalsbinding, subject to any rights of appeal against the decision to a Full Bench in accordance with clause G2.15.

Review Process. The Operating Committee will meet PFPC shall provide or make available to the Trust and review all such Proposals within [*] after ▇▇▇▇▇▇▇▇ reports, worksheets and other information relating to the end valuation of Phase I or Phase II, but not to exceed [*] after the completion of Phase I development under this CDP. Proposals which by mutual agreement meet the criteria defined in Section 18.1.1 will be identified as “Valid Proposals.” (a) Valid Proposals shall be reviewed, discussed and decided upon as a whole assets held by the Operating Committee within [*] after Funds and the end calculation of Phase Ieach Fund’s net asset value at the times and in the forms set forth below: · daily foreign exchanges rates · daily market value of each security position · daily trial balance PFPC represents and warrants that, as of the date it has executed this Agreement, it has adopted and implemented policies and procedures to review prices received from the Primary Pricing Vendor and any Secondary Pricing Vendor for reasonableness, including policies and procedures that are reasonably designed to (i) check that prices provided are for the proper security (as identified by CUSIP, ISIN or another similar code broadly used in the financial markets); (ii) check that prices provided by any Pricing Vendor are from the correct pricing source; (iii) cause PFPC personnel to promptly notify the Trust when a Pricing Vendor has not provided a price for any security held by a Fund; (iv) cause PFPC personnel to promptly notify the Trust when any security held by a Fund provided by a Pricing Vendor has not changed for 3 or more business days; and (v) cause PFPC personnel to promptly notify the Trust when any security held by a Fund has been the subject of a dividend, stock split or other corporate action. The Trust understands and agrees that PFPC will not be able to employ its standard review process to Fair Value Prices and that PFPC shall have no obligation to inquire into, verify, or otherwise analyze the accuracy or reasonableness of Phase II, but not to exceed [*] after the completion of Phase I development under this CDP. Determination by the Operating Committee and by the parties of whether a proposal constitutes a Valid Proposal will be made in good faith based on the technical and commercial feasibility of the proposal. An affirmative decision of the Operating Committee regarding specific Valid Proposals may result in an extension of the existing CDP, the creation of additional CDPs, or the agreement that a party may proceed independently of the alliance to develop the application; with new CDP Field definitions, development resource and timeline commitments, subscriptions for use of IM HPC Systems (if applicable), CDP fees, revenue sharing terms or royalties, and other terms to be agreed upon in writing by the parties. Disagreements of the Operating Committee regarding Valid Proposals may be submitted for escalation to the chief executive officers of the parties pursuant to the Agreement. If after escalation from the Operating Committee to senior management of the parties pursuant to the Agreement, the parties cannot in good faith agree on whether a specific proposal constitutes a Valid Proposal, either party may submit the determination of whether a proposal constitutes a Valid Proposal to arbitration any Fair Value Prices except as set forth in the Agreement. If the parties agree that a Valid Proposal has been presented, but do not agree on cooperating for that Valid Proposal and do not agree on royalty or revenue share terms for one party to proceed independently, then a determination of the revenue share or royalty amounts may be decided by an arbitrator Schedule D. Except as expressly set forth in Schedule D, PFPC shall have no responsibility for verifying the arbitration provision set forth accuracy and reasonableness of Fair Value Prices or the appropriateness of the Funds’ use of Fair Value Prices, regardless of any efforts of PFPC in Section 21 below. (b) proposal this respect. The Trust acknowledges that any determination to use any Fair Value Price is the responsibility of the Trust and not a Valid Proposal, once so identified, shall not be further considered in the Review Process for this CDP, and no default licenses will be granted and no default revenue sharing or royalty terms will apply for such Proposals.PFPC