Common use of Steering Committee Clause in Contracts

Steering Committee. A. CIFNAL/ICBFN shall be managed by a Steering Committee comprised of elected representatives from the membership. B. The Steering Committee is empowered to conduct the business of CIFNAL/ICBFN in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. The Steering Committee shall consist of at least five representatives of CIFNAL/ICBFN. 1. Four representatives shall be elected to at-large positions on the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institution. 2. The Chair of CIFNAL/ICBFN shall chair the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms. 4. A representative of CRL shall serve as an ex officio member of the Steering Committee. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.

Steering Committee. A. CIFNAL/ICBFN a. The Parties agree that VTA’s existing Diridon Station Joint Policy Advisory Board shall be managed by a restructured into the Diridon Station Steering Committee comprised of elected representatives from the membership(Steering Committee). B. The Steering Committee is empowered to conduct the business of CIFNAL/ICBFN in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. b. The Steering Committee shall consist advance the Project and manage the Parties’ collective efforts to implement the terms of at least five representatives of CIFNAL/ICBFNthe Agreement. The Steering Committee shall work on the scope and budget; prepare progress reports; select station design alternatives; decide on a recommendation for a long-term governance structure; and draft plans for community outreach, funding, and advocacy. 1c. The Steering Committee shall have eight appointed members: two appointed by ▇▇▇▇▇▇▇▇; two appointed by San ▇▇▇▇; two appointed by VTA; one appointed by MTC; and one appointed by CHSRA. Four representatives The Steering Committee shall have two additional members serving ex- officio: an official from ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇, ▇▇. d. The Steering Committee shall have a Chair and Vice Chair. These positions shall rotate every calendar year between Caltrain, San ▇▇▇▇, and VTA. The Chair and Vice Chair shall not be elected to at-large positions on held by members from the same Party, unless there is unanimous agreement between Caltrain, San ▇▇▇▇, and VTA. Caltrain, San ▇▇▇▇, and VTA shall not be left out of the rotation of these offices, unless the Party chooses otherwise. e. The Steering Committee shall not supersede the authority of each Party. As required by law or the Agreement or as requested by a Party, the Steering Committee in accordance with shall secure from the procedures in Section VIIIappropriate Parties approval for its actions. At least one representative shall be from a French or francophone institution. 2. The Chair of CIFNAL/ICBFN shall chair the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms. 4. A representative of CRL shall serve as an ex officio member of the Steering Committee. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed Actions by the Steering Committee as appropriate. The makeup of not subject to requested or required approval by the advisory group Parties shall be formulated to provide a balance of opinion deemed final. f. Steering Committee meetings shall be public and diversity of expertiseheld quarterly. Members of the advisory group need not be from institutions that Steering Committee are a member expected to attend all meetings, with the exception of CIFNAL/ICBFN, and shall serve as ex officio members of the one excused absence per calendar year. The Steering CommitteeCommittee may call for additional meetings. E. All elected representatives on the g. The Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member Committee shall be accorded one vote. Ex officio members shall be non-voting membersadministered by VTA staff. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.

Steering Committee. A. CIFNALGNARP/ICBFN DNABG shall be managed by a Steering Committee comprised of elected representatives from the membership. B. The Steering Committee is empowered to conduct the business of CIFNALGNARP/ICBFN DNABG in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNALGNARP/ICBFNDNABG; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. The Steering Committee shall consist of at least five representatives of CIFNAL/ICBFNthe elected working group coordinators in addition to the Chair and Vice Chair. 1. Four representatives Furthermore, the Chair shall be elected appoint two German, Personal Members, or other Members to at-large positions on the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institutionCommittee. 2. The Chair of CIFNALGNARP/ICBFN DNABG shall chair the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms. 4. A representative Representatives of CRL CRL, the Library of Congress, and the German National Library shall serve as an ex officio member non-voting members of the Steering Committee. D. An advisory group of scholars All elected and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio voting members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each voting member shall be accorded one vote. Ex officio members shall be non-voting members. F. E. Steering Committee Members shall serve threetwo-year terms, with staggered elections; re- re-election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. F. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.Section

Steering Committee. A. CIFNAL/ICBFN shall be managed by a Steering Committee comprised of elected representatives from the membership. B. The 10.1. A Steering Committee is empowered to conduct established as the business coordinating and governing body of CIFNAL/ICBFN in accordance this Voluntary Agreement. 10.2. Each Service Provider with the recommendations more than two million U.S. residential multichannel video subscribers as of its date of execution of this Voluntary Agreement, or which is one of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy four largest Signatory telephone providers of U.S. residential multichannel video services, may nominate one person to be adopted by represent it as a Member on the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and Steering Committee. Initial Service Provider Signatories shall maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. The Steering Committee shall consist of at least five representatives of CIFNAL/ICBFN. 1. Four representatives shall be elected to at-large positions their Member seats on the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from a French notwithstanding any merger or francophone institutionconsolidation of particular Service Provider Members. 210.3. The Chair Vendor Signatories in Annex 7, Part B together may nominate no more than three persons to serve as Members of CIFNAL/ICBFN shall chair the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms. 4. A representative of CRL the Consumer Technology Association shall serve as one such Member. No Vendor Signatory may be represented twice. 10.4. A representative of NCTA shall serve as a Member. 10.5. The Energy Advocates together may nominate no more than two persons to serve as voting Members of the Steering Committee. The Energy Advocates may also nominate a third person as a non-voting participant of the Steering Committee representing an ex officio member Energy Advocate who has not nominated a voting Member, with full rights to receive information, participate, and attend meetings as do Members but with no voting rights. 10.6. Signatories entitled to nominate a Member may appoint an alternate representative that may attend meetings and vote in the absence of that Member. A Signatory may replace its Member or alternative representative on notice. 10.7. The Steering Committee will elect a Chair from among its Members. 10.8. The Chair will be responsible for convening the Steering Committee meetings at least once each calendar year, and for running meetings of the Steering Committee. D. An advisory group 10.9. At the request of scholars and end-usersany Signatory, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Chair may authorize any person to attend meetings of the Steering Committee as appropriatea non-voting observer. 10.10. Attendees at Steering Committee meetings shall sign a confidentiality agreement as a condition of attendance. 10.11. The makeup Steering Committee may adopt rules of procedure and administration. At a minimum, such rules will provide that all Members will be provided with at least fifteen (15) days’ prior written notice of meetings of the advisory group shall Steering Committee or any sub-committee or any other groups acting in accordance with this Voluntary Agreement, that an agenda will be formulated circulated sufficiently before the meeting to provide a balance of opinion and diversity of expertise. Members be reviewed by counsel, that no substantive vote will occur unless the subject of the advisory group need not be from institutions that are a member of CIFNAL/ICBFNvote was included in such prior notice, and shall serve that written minutes as ex officio members to all topics of discussion be recorded, approved by all committee Members, and retained. In lieu of the above procedures, the Steering Committee may also vote in writing, or conduct a vote on less than fifteen days’ notice, provided that all Members cast a vote and that the Committee’s action is recorded in the book of minutes. 10.12. The Steering Committee may adopt rules for reporting, verification, and audit, which may be informed by existing ENERGY STAR procedures. 10.13. The Steering Committee may delegate any of its powers under the Voluntary Agreement to specific individuals or to sub-committees established by the Steering Committee. E. All elected representatives on 10.14. The Steering Committee shall designate an Independent Administrator to be responsible for the collection and processing of information supplied directly or indirectly by Signatories and determining a Signatory’s compliance with the Voluntary Agreement. 10.15. The costs of operating the Steering Committee, including the Chair, Committee shall have equal votes on matters requiring a formal approval be allocated in cost-recovery only annual dues set by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting membersSteering Committee and assessed equally on each Commercial Signatory. F. 10.16. The Steering Committee Members shall serve three-year terms, will seek regular consultation and engagement with staggered elections; re- election is permitted for one additional term. Elected members begin their term the official representatives of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full termDepartment of Energy, the Chair shall appoint Environmental Protection Agency, appropriate state regulatory authorities, and other stakeholders to provide updates regarding the implementation of this Agreement. Such meetings will include a replacement to serve representative from the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.Energy Advocates.

Steering Committee. A. CIFNAL/ICBFN 5.1.1 The Parties shall be managed by establish and maintain a steering committee (the “Steering Committee comprised of elected representatives from Committee”) to oversee the membership. B. The Steering Committee is empowered to conduct Project and the business of CIFNAL/ICBFN in accordance with the recommendations relationship of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. Parties under this Agreement. The Steering Committee shall consist of at least five three (3) members, with one member chosen from JEPLAN, with one member chosen from Axens and one member from IFPEN: - The 1 representatives of CIFNAL/ICBFNJEPLAN is: [**] - The 1 representatives of IFPEN is: [**] - The 1 representative of Axens is: [**] Each Party may replace its representatives above-mentioned by written notice sent to the other Parties. 1. Four representatives shall be elected to at-large positions on 5.1.2 All decisions of the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institution. 2resolved and decided by unanimous vote of the Parties. The Chair of CIFNAL/ICBFN shall chair the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for shall meet at least twice a year or at any time upon written request of a Party with one (1) month prior written notice. Axens will be in charge of sending the period invitation and the agenda of their elected terms. 4. A representative of CRL shall serve as an ex officio each meeting to each member of the Steering Committee. D. An advisory group . Joint Development Agreement No. IFPEN n°2020-0085 The meetings of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriatemay be held with physical attendance or by teleconference or other telecommunication means, provided that the Parties agree so. The makeup quorum for the conduct of business at each meeting shall require the attendance of at least one representative of each Party. 5.1.3 The responsibilities of the advisory group Steering Committee shall include (but not limited to) the following activities: (a) Review the progress and direction of the Project and the Work. The initial activities detailed in Schedule A shall be formulated to provide a balance considered approved upon execution of opinion and diversity of expertise. Members this Agreement. (b) Monitor the overall budget of the advisory group Project (including CAPEX for New Equipment) in accordance with expenditure report as per Article 6, approve the annual budget proposed by R&D Management Team and discuss any budget overruns. (c) Validate the deliverables detailed in Schedule A and validate the New Equipment to be implemented on the KHP Pilot demo plant. (d) Assess readiness for Commercialization of the Process. This readiness for Commercialization can take place before the end of the Work, according to Schedule A. Should a Party oppose to readiness for Commercialization of the Process, the Parties shall discuss the reasons of such opposition which shall be duly justified; and should the Parties fail to reach an agreement to assess commercial readiness of the Process within two (2) month from Steering Committee meeting stating the opposition, Axens may decide, at its sole discretion and risk, to Commercialize the Process (therefore provisions of Article 10.5 will not apply). Additionally, the Parties will decide upon the opportunity to continue Commercializing the Intermediate Process after the readiness for Commercialization of the Process. (e) Discuss the repair plan on KHP Pilot demo plant (in case of dysfunction or defect) as per Article 3.6.3 (f) Review any technical hurdle that may be encountered during the Work as informed by the R&D Management Team and review the Process data report from site operation of the Process prepared by R&D Management Team or one of the Parties. (g) Manage the relationship and interactions of the Parties in performing and administering this Agreement, including ongoing review of the performance of the Work, intellectual property management and direction of the Results and resolution of questions or conflicts that may arise. (h) Review and approve or disapprove any changes to Schedule A (Scope of Work) initiated by the Project Leaders (defined below). (i) Update, when necessary, Schedule B of the Agreement. (j) Decide at the end of the Scope of Work or at any Go/No Go date defined by the parties in schedule A whether to go on with the next steps of the Project (“Go/NoGo Decision”). A Go Decision may only be decided unanimously by the Parties. In case a Party opposes to the Go Decision, with a (30) days prior written notice, the Parties shall discuss the reasons of such opposition which shall be duly justified and should the Parties fail to reach an agreement to the Go Decision, a NoGo Decision will be adopted. In case of NoGo Decision, the Project Leaders shall review and amend as need not be from institutions that are the Work, convene another Steering Committee in order to reach a member Go Decision. Should the Parties fail to reach a Go Decision, the Parties may decide to terminate the Agreement in accordance with the provisions of CIFNAL/ICBFNArticle 15.5. (k) Exchange information regarding the Commercialization of the Process and/or Intermediate Process, subject to third party’s right and to extend legally possible, and shall serve acknowledge which Party, JEPLAN or Axens, is bringing the opportunity and the customer for a new potential project. (l) Validate and determine the strategy between the Parties regarding any trademark (registered or not) exploitation on the Product (or any product derived from the Products) and the Process and discuss the sharing of any financial compensation between the Parties linked to the commercialization of such trademark. Such discussions will be materialized in a separate agreement based on the principles agreed between the Parties in schedule E. (m) Validate the conditions of use of and access to the KHP Pilot demo plant outside the Work (as ex officio members per Articles 3.6.2 and 3.6.4). (n) Approve the list of Proprietary Equipment submitted by Commercial Committee. (o) Seek for funding programs available or any other sources of funding for the Project (Japanese/French/European). (p) Discuss the possibility to establish any structure including a project company or any joint venture company between the Parties that will support one or several projects in a specific area or globally. Joint Development Agreement No. IFPEN n°2020-0085 (q) Discuss of possible use or incorporation in the Project of technology elements of third parties including, if necessary, from Direct Competitors. (r) Prepare and maintain minutes of all meetings of the Steering Committee. E. . Meeting minutes shall be issued and communicated to all the representatives of the Parties within ten (10) calendar days of the meeting. The minutes shall be considered as accepted if, within fifteen (15) calendar days from sending, no representative has objected in writing with respect to the accuracy of the draft of the minutes. The powers of the Steering Committee shall be limited to the foregoing. The Steering Committee shall have no authority to take any decision which would increase the financial commitment of the Parties, amend the scope of the Project or otherwise amend this Agreement or decide a waiver of compliance with or breach of provisions of this Agreement. All elected representatives on such matters shall be subject to an amendment agreement to be signed by the Parties. Each member of the Steering Committee may invite the person/experts of his choice to attend meetings of the Steering Committee, including provided this person is a permanent member of the Chairstaff of the Party or of its Affiliates to which the representative belongs, and is subject to the confidentiality obligations set forth in Article 11 of this Agreement. Should a party request that an external person attends a meeting, it shall have equal votes on matters requiring a formal seek prior written approval by of the Committee. Each member other Parties and this person shall be accorded one vote. Ex officio members shall be non-voting membersbound by confidentiality obligations not less stringent as those set forth in Article 11. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.

Steering Committee. A. CIFNAL/ICBFN 6.1 Upon execution of this Agreement, the Parties shall be managed by set up a Steering Committee comprised of elected representatives from (hereinafter: the membership. B. The "Steering Committee is empowered to conduct the business of CIFNAL/ICBFN in accordance with the recommendations Committee") composed of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to following three (3) members (1 representative appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] shall be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. chairman of the Steering Committee. The Steering Committee shall consist have ultimate overall control and decision-making powers with regard to the activities under Phase 1 of this Agreement. A Party may change its representative or designate an alternate (who will need to be an employee of the appointing Party or of any company of its group of companies subject to the confidentiality obligations provided herein), subject to give prior written notice to the other Parties. 6.2 The Steering Committee shall meet as often as necessary, but at least five representatives of CIFNAL/ICBFN. 1[**]. Four representatives Any Party shall be elected have the right to at-large positions on the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from submit a French or francophone institution. 2. The Chair of CIFNAL/ICBFN shall chair proposal for consideration by the Steering Committee. 36.3 The meetings will be held alternately in Madrid and Paris (at the head-offices of IBERENOVA and ▇▇▇) or at such other place as may be agreed from time to time by the Parties. Elected Coordinators The presence of standing Working Groups all representatives of the Parties shall serve on be required to constitute a quorum for any meeting of the Steering Committee for Committee. Each Party shall use its reasonable efforts to ensure the period existence of their elected terms. 4. A representative of CRL shall serve as an ex officio member a quorum at any duly called meeting of the Steering Committee. D. An advisory group 6.4 The Parties intend that the members of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup shall attend the meetings of the advisory group shall Steering Committee in person, but recognise that members may from time to time be formulated to provide a balance of opinion and diversity of expertiseprevented from doing so. Members Therefore, members of the advisory Steering Committee may participate in a meeting of the Steering Committee by means of telephone or video conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting. Each Party may also designate by written notice to the other Parties an alternate representative, who will need to be an employee of the appointing Party or of any company of its group need not be from institutions that are companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of CIFNAL/ICBFNthe Steering Committee. Any action required or permitted to be taken at a meeting of the Steering Committee may be taken without a meeting if a written consent, and shall serve as ex officio setting forth the action so taken, is signed by all members of the Steering Committee. E. 6.5 The Steering Committee shall be responsible for the following activities: - reviewing, modifying and approving the budget for all costs and expenses to be incurred in accordance with clause 5 in connection with the Project; - monitoring Project progress and adherence to the budget; - engagement and termination of any external accountants, engineers, environmental consultants, financial advisors or legal counsel and all other external advisors providing services for the Project; - approving the distribution or payment of any amount to any Party except pursuant to the approved budget; - approving the selection of the site whereon Power Station may be installed; - analysis of the conclusions of the Feasibility Studies and recommendation to the Parties as to the possible implementation of the Project; - deciding that the Feasibility Studies of the Project are ended; - extending the duration of the Feasibility Studies phase; - approving a time schedule for the possible implementation of the Project; 6.6 Decisions of the Steering Committee shall be made by unanimous approval of the representatives of the Parties (principle of consensus), it being understood that the representative of each Party shall have one (1) vote. If the Steering Committee is unable to reach agreement on any matter within its competence, at the request of either Party, a second meeting of the Steering Committee shall be convened to be held within [**] weeks from the date of the first meeting at which the Steering Committee failed to reach agreement. At this second meeting, the Steering Committee shall apply all possible means to resolve the disagreement. 6.7 All elected representatives on decisions taken during a meeting by the Steering Committee shall be recorded in minutes. Minutes of the meetings of the Steering Committee shall be drafted in English by the Chairman and a draft shall be sent to the Parties within [**] working days of the meeting. The minutes shall be deemed approved by the Parties if no comment is made within [**] working days from the sending of the draft to the Parties. All the important decisions taken during a meeting shall be recorded and signed upon at the end of the meeting. 6.8 Relations with French media will be managed by ▇▇▇ as per the decision taken by the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall Similar arrangements will be accorded one vote. Ex officio members shall be non-voting membersimplemented for phase 2. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.

Steering Committee. A. CIFNAL/ICBFN 4.1 The Parties shall appoint a steering committee to supervise and manage the Project and to co-ordinate the activities of the Parties and the Project Manager with respect to all matters relating to the Project (the "Steering Committee"). 4.2 The Parties agree to be managed bound by a the decisions of the Steering Committee comprised of elected representatives from on the membershipterms set out herein in so far as those decisions relate to the Great Fen Project. B. The Steering Committee is empowered to conduct the business of CIFNAL/ICBFN in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. 4.3 The Steering Committee shall consist of meet at least five representatives of CIFNAL/ICBFNsix times annually (each a "Steering Committee Meeting"). 1. Four representatives shall be elected 4.4 The Parties agree to at-large positions make available at their own expense the services of individuals to represent a Party on the Steering Committee and to perform the services required by the Steering Committee in accordance with furtherance of the procedures in Section VIII. At least one representative shall be from a French or francophone institutionProject. 2. The Chair of CIFNAL/ICBFN shall chair 4.5 Each Party will appoint two representatives (the "Representative" or "Representatives") to the Steering Committee, who (so far as it is reasonably practicable) shall each be authorised to bind the Party appointing such Representative in relation to matters concerning the Project and who shall, subject to this clause 4.5 and clauses 4.6 and 4.7, attend all Steering Committee Meetings. A Party may, from time to time, substitute either or both of its Representatives by written notice delivered to all other Parties. 3. Elected Coordinators of standing Working Groups shall serve on 4.6 Each Party hereby appoints the individuals named respectively in Schedule 2 as their first Representatives to the Steering Committee. If a Representative is unavailable to attend a Steering Committee for Meeting, he may appoint an alternate to attend in his place by notice delivered to all other Parties in advance of such meeting. Such alternate shall have the period of their elected termssame rights and powers as the Representative who has appointed him. 44.7 Attendance at Steering Committee Meetings may be in person or by telephone or similar form of communications equipment if all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A representative of CRL shall serve as an ex officio member person participating in this way is deemed to be present in person at the meeting and is counted in a quorum and entitled to vote. All business transacted in this way is deemed to be validly and effectively transacted at a meeting of the Steering Committee. The meeting is deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the Chair of the meeting then is. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, 4.8 Steering Committee Meetings shall be appointed properly convened and held at such times as may be determined by the Steering Committee and in any event not less than six times annually at such place as appropriatethe Steering Committee may from time to time determine. The makeup No Steering Committee Meeting shall normally be convened on less than twenty eight days’ notice, but extraordinary Steering Committee Meetings may be convened by giving not less than 48 hours' notice if the interests of the advisory group Project would in the opinion of a Representative be likely to be adversely affected to a material extent if the matters to be addressed at such Steering Committee Meeting were not dealt with as a matter of urgency. 4.9 Each notice convening a Steering Committee Meeting shall contain an agenda specifying in reasonable detail all the matters to be discussed at the meeting and shall, where appropriate, be accompanied by any relevant paper for discussion at the meeting. 4.10 No business shall be formulated transacted at any Steering Committee Meeting unless a quorum is present. Subject to provide clauses 4.6 and 4.7, a balance quorum shall be present where each Party is represented at the commencement of opinion and diversity of expertise. Members of throughout such Steering Committee Meeting. 4.11 If a quorum is not present within half an hour from the advisory group need not time appointed for the meeting, or if during the meeting a quorum ceases to be from institutions that are a member of CIFNAL/ICBFNpresent, the meeting shall stand adjourned to the same day seven days later at the same time and shall serve as ex officio members of place unless otherwise agreed by the Steering Committee. E. All elected representatives on . If at an adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the meeting shall stand adjourned to the same day seven days later at the same time and place unless otherwise agreed by the Steering Committee, including the Chair, shall have equal votes on matters requiring . If a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election quorum is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event not present at a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder meeting within 3 months of the term. Following date of the first adjourned meeting this period, the replacement Agreement shall be eligible to stand for election according to the terms of Section V.terminate in accordance with the

Steering Committee. A. CIFNAL/ICBFN (a) Upon execution of this Agreement, Cellegy and Licensee shall be managed by establish a Steering Committee comprised of elected representatives from (the membership. B. The “Steering Committee is empowered to conduct Committee”) which shall have the business of CIFNAL/ICBFN responsibilities described in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. this Article 4. The Steering Committee shall consist be initially comprised of a total of six (6) members, of which three (3) members shall be appointed by Licensee and three (3) members shall be appointed by Cellegy. The total number of Steering Committee members may be changed by the Steering Committee from time to time as appropriate, but in all cases it will be comprised of an equal number of members designated by each of Cellegy and Licensee, and in no event shall the Steering Committee be comprised of an aggregate of less than six (6) members. Each of Cellegy and Licensee may substitute its representatives from time to time and the substitution shall be effective upon notice to the other Party. The Steering Committee shall meet once every quarter during the first year of the term of this Agreement and thereafter at such other times as the Steering Committee may agree (but at least five representatives one time each year), on such dates and at such places as to be agreed upon between the Parties. In any event, the Steering Committee will meet thirty (30) days after the execution of CIFNAL/ICBFN. 1this Agreement or as soon as practicable as mutually agreed by the Parties. Four representatives shall be elected to at-large positions Each representative on the Steering Committee will have one vote in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institution. 2. The Chair of CIFNAL/ICBFN shall chair decisions submitted to the Steering Committee. 3. Elected Coordinators The meetings of standing Working Groups shall serve on the Steering Committee for the period of their elected termsmay be held in person or in any other reasonable manner, including, without limitation, by telephone, video conference or e-mail. 4. A representative of CRL (b) [*] shall designate a Chairperson who will serve as an ex officio such. The Chairperson shall send notices (not less than 15 business days in advance of such meetings) and agendas for all regular Steering Committee meetings to all Steering Committee members. The location of regularly scheduled Steering Committee meetings shall alternate among the offices of the Parties, unless otherwise agreed. Meetings may be held telephonically or by video conference, but each member shall attend at least one meeting in person each year. The Party hosting any Steering Committee meeting shall appoint one person (who need not be a member of the Steering Committee. D. An advisory group ) to attend the meeting and record the minutes of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, the meeting. Such minutes shall be appointed by circulated to the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately Parties promptly following the annual membership meetingmeeting for review, comment and approval. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.

Steering Committee. A. CIFNAL/ICBFN 8.1 Each of the parties shall appoint: (A) a project sponsor (the “Project Sponsor”) who shall be managed by generally responsible for managing the overall performance of that party’s obligations under this Agreement and each of the Wider Transaction Documents; and (B) workstream leaders in respect of each of the regulatory, financial, commercial, distribution and clinical workstreams (each a “Workstream Lead”) who shall be generally responsible for coordinating performance of the relevant party’s obligations under this Agreement and the Wider Transaction Documents in respect of the relevant workstream, each Project Sponsor, and Workstream Lead, a “Steering Committee comprised of elected representatives from the membershipRepresentative”. B. The 8.2 It is envisaged that the Project Sponsors and Workstream Leads shall meet once per week or fortnight (or as otherwise agreed between them) as a committee (the “Steering Committee is empowered Committee”) in person, by telephone or teleconference to conduct the business of CIFNAL/ICBFN in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projectsprogress towards Completion. C. 8.3 The Steering Committee shall consist be the primary forum through which the parties will work together to: (A) monitor the performance of at least five representatives each of CIFNAL/ICBFNthe parties’ respective obligations under this Agreement and the Wider Transaction Documents; (B) plan for the separation and integration aspects of the Transaction; and (C) resolve disputes under this Agreement and the Wider Transaction Documents. 1. Four representatives shall be elected to at-large positions on the 8.4 Either party may substitute or replace any of its Steering Committee in accordance Representatives by written notice to the other party with a person it considers to be of equivalent business seniority. Each party shall promptly notify the procedures in Section VIII. At least one representative shall be from a French other of any temporary or francophone institutionpermanent change to the contact details of any of its Steering Committee Representatives. 28.5 Both parties will use reasonable endeavours to manage all issues relating to this Agreement and the Wider Transaction Documents. The Chair of CIFNAL/ICBFN shall chair Any dispute or difference which arises between the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on parties shall, if not first resolved within ten (10) Business Days by the relevant Workstream Leads, be referred to the Steering Committee for the period of their elected termsdetermination. 4. A representative of CRL shall serve as an ex officio member of the Steering Committee. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by 8.6 If the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full termresolve the matter within ten (10) Business Days, the Chair shall appoint dispute is to be referred to a replacement senior executive (to serve be notified after the remainder date hereof) of the term. Following this periodNovartis Group (on the one hand) and a senior executive (to be notified after the date hereof) of the GSK Group (on the other hand) for resolution, who shall act in good faith to seek to resolve the replacement shall be eligible to stand for election according to the terms of Section V.dispute.

Steering Committee. A. CIFNAL/ICBFN (a) The parties shall be managed by a Steering Committee comprised of elected representatives from the membership. B. The Steering Committee is empowered to conduct the business of CIFNAL/ICBFN in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; establish and maintain communication with scholarly throughout the Term of this Agreement a committee (the “Steering Committee”) to oversee the implementation and professional associations as well as with other, similar cooperative projects. C. operation of this Agreement. The Steering Committee shall consist of at least five representatives of CIFNAL/ICBFN. 1six natural Persons. Four representatives Aviall shall be elected entitled to at-large positions on appoint three members of the Steering Committee in accordance with the procedures in Section VIII. At least one representative and GE shall be from a French or francophone institution. 2. The Chair of CIFNAL/ICBFN shall chair the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms. 4. A representative of CRL shall serve as an ex officio member of the Steering Committee. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated entitled to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio appoint three members of the Steering Committee. The initial members of the Steering Committee appointed by Aviall shall be the Senior Managing Director of Engine Programs, Director of GE Engine Program and Director of Procurement of Aviall, and the initial members of the Steering Committee appointed by GE shall be the Spares General Manager, Spares Customer and Fulfillment Leader and CF6 Platform representative of GE. Aviall shall be entitled to remove and replace at any time, at the sole discretion of Aviall, one or more of the members of the Steering Committee appointed by Aviall and GE shall be entitled to remove and replace at any time, at the sole discretion of GE, one or more of the members of the Steering Committee appointed by GE. E. All elected representatives on (b) The Steering Committee shall oversee the implementation and operation of this Agreement with the purpose of ensuring that each Party’s relevant interests, as summarized in the Recitals to this Agreement, have and are being addressed in a satisfactory manner consistent with the broad principles of cooperation underlying the execution of this Agreement. If and to the extent the Steering CommitteeCommittee determines that such relevant interests are not being addressed in a fully satisfactory manner as contemplated herein, including then they will attempt to agree on what action, if any, is required in view of their joint determination. Without limiting the Chairforegoing, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year termsmeet to: (i) Review and discuss the following items as it pertains to Product support: A. Catalog List prices B. Catalog Lead Times C. Manufacturing Lead Times (ii) Payment Issues (Past Due, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting.Credit Holds, etc) DISTRIBUTION SERVICES AGREEMENT General Electric Company G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according (iii) Discuss pertinent Customer Information A. Input from Customers relating to the terms Products and other GE Engines B. Discuss Customer Service issues and opportunities C. Review Potential Customers not yet approved by GE D. Administration of Section V.Special Customer Agreements (iv) Marketing & Sales Information A. Evaluate and discuss market status and strategy B. Evaluate and discuss sales opportunities C. Market intelligence and competitive information for GE Engines (v) Review Six Sigma training and projects (vi) Discuss and review new business plans or Fleet Programs (vii) Configuration Management A. Product Control Board Decisions B. Airworthiness Directives (viii) Discuss any required IT infrastructure and changes (ix) Metrics A. Delivery Performance B. Material Delinquencies C. Other Metrics (x) Compliance Issues A. Blacklisted Countries DISTRIBUTION SERVICES AGREEMENT General Electric Company

Steering Committee. A. CIFNAL/ICBFN shall be managed by a Sec. 1. The Steering Committee comprised consists of elected representatives from five members, of whom: • three members are appointed by Lif, • one member is appointed by IGL, • one member is appointed by The Association for Parallel Importers of Medicine. Lif acts as secretariat for the membershipSteering Committee. ▇▇▇ appoints a chairman of the Steering Committee for 2 years at a time. B. 2. Within the framework of the Agreement and ENLI's budget, the Steering Committee has the authority to make decisions on the following matters: • appointment of investigators, including the head of secretariat, and members of the Appeals Board, • changes to the rules, • changes to the case handling rules of ENLI, • changes to ENLI’s Penalties and Fees Regulation. In addition, the Steering Committee may discuss and coordinate any joint political or commu- nicative initiatives in relation to ENLI. 3. Decisions are made by simple majority unless otherwise stated in the Agreement. Each mem- ber of the Steering Committee has one vote. In the event of a tie, the Chairman has the casting vote. The Steering Committee is empowered quorum when three members are present. 4. For the adoption of amendments to conduct the business Rules, Code of CIFNAL/ICBFN in accordance with the recommendations Procedure for ENLI or ENLI's Penalties and Fees Regulations, which impose significant new restrictions, duties or expenses on affili- ated organizations or companies, or which discriminate against companies, subject to ENLI's jurisdiction, all four members of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. The Steering Committee shall consist be required to agree. Lif's members of at least five representatives of CIFNAL/ICBFN. 1. Four representatives shall be elected to at-large positions on the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institution. 2. The Chair of CIFNAL/ICBFN shall chair the Steering Committee. 3, regardless of the above, may at any time decide to change the Rules with effect for Lif's members, without this requiring the consent of the other members of the Steering Committee. Elected Coordinators Such changes apply only to IGL’s and the Association of standing Working Groups shall serve on Parallel Importers of Medicine’s Members if the respective members of the Steering Committee for IGL and the period Association of their elected termsParallel Importers of Medicine respectively agree. 45. A representative The Steering Committee may ask ▇▇▇▇’s case handling bodies to explain issues of CRL shall serve a principled nature such as an ex officio new interpretations of rules, ENLI's practice, etc. The Steering Committee may request ▇▇▇▇'s case processing bodies to get any doubt on interpretation clarified by the ▇▇▇- ish Medicines Agency if the agency is the right authority. Or by EFPIA, Medicines for Europe or IFPMA in the case of EFPIA, Medicines for Europe or IFPMA rules. The Steering Committee may request ▇▇▇▇’s case handling bodies to elaborate or specify guid- ance to the Rules where this is deemed to be lacking. 6. ENLI is obliged externally by signature of the chairman in conjunction with another member of the Steering Committee or in the chairman's absence by the secretariat manager’s signing in association with a member of the Steering Committee. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.

Steering Committee. A. CIFNAL/ICBFN 1. The Members shall be managed by a meet in the Steering Committee comprised in person, by telephone or video conference in order to take decisions on the overall organisation and activities of elected representatives from the membershipConsortium. B. The Steering Committee is empowered to conduct the business of CIFNAL/ICBFN in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. 2. The Steering Committee shall consist of at least five one representative per Member (the “representatives”). Substitutes for representatives may also be appointed. Replacements of CIFNALrepresentatives, proxies or substitutes shall be possible and shall be communicated in writing or electronically to the Consortium Manager who shall promptly advise the other Steering Committee members of the change. The representatives may be accompanied by external experts/ICBFN. 1consultants in meetings of the Steering Committee. Four The Chairman is the representative of the Lead Registrant. In case of multiple Lead Registrants within the Consortium, the representatives shall be elected jointly elect a Chairman for a term of [1 year or more] and may elect a deputy Chairman. Each Member is entitled to at-large positions on one vote in the Steering Committee. Decisions of the Steering Committee shall be taken by a simple majority of the voting representatives unless otherwise provided for in this Agreement. [Decisions can be taken by the Steering Committee if at least half of its Members are present or represented/Decisions taken by the Steering Committee do not require any presence quorum]. For an only representative as Member and in accordance with article III.2, the procedures Consortium Manager will be informed of the number of non-EU manufacturers being represented by the only representative. For the purpose of equal voting, each non-EU manufacturer and its affiliates will have one vote and the total amount of votes of non-EU manufacturers will be allocated to the only representative. Decisions of the Steering Committee can equally be adopted during a face-to-face meeting, a conference call or in Section VIIIwriting, including email. At least one representative shall In this latter case, a Member’s failure to respond means approval of the decisions subject to approval, when no response is provided within a certain time to be from defined on a French or francophone institution. 2. The Chair of CIFNAL/ICBFN shall chair case by case basis by the Steering Committee. Upon unanimous decision, the Steering Committee is entitled to modify any provisions and Annexes to this Agreement. A Member shall be excluded from voting in the event of a vote on the exclusion of that Member pursuant to Article III 5 or on matters in which he has no vested interest, including a vote on testing proposals which he is not required to provide for the purpose of registration and in which he does not intend to participate. 3. Elected Coordinators The Steering Committee shall have all powers and make all decisions necessary to ensure that the Purpose is achieved. The tasks of standing Working Groups shall serve on the Steering Committee may include inter alia the following: - Appointment of the Consortium Manager; - Decisions on funding, scope and matters of policy; - Appointment and directing the Technical Committee(s); - Decisions to carry out and on proposals for testing; - Decisions on working and finance plan and management of financial resources of the Consortium, including budgeting, funding collection and accountancy; - Decision on the appointment of external consultants to perform technical and scientific tasks; - Establishment of ad hoc task forces and/or an executive committee and its respective operational rules, whenever necessary, including for the period development of their elected termsJoint Registration Dossier required for each specific Substance covered by the Consortium [or for the development of an application for Authorisation]; - Approval of the Joint Registration Dossier to be submitted jointly to the Agency; - Coordination and supervision of activities of the Consortium Manager and the Lead Registrant(s); - Arbitration in cases of disagreement or disparities within the Technical Committee(s); - Adoption of the technical decisions when there is no Technical Committee in place in the Consortium. 4. A representative of CRL shall serve as an ex officio member Meetings of the Steering CommitteeCommittee shall be convened as deemed necessary to review, on the basis of the technical and financial progress reports of the Consortium Manager and the progress relative to the work schedule and the budget. Notice of each Steering Committee meeting and the agenda shall be transmitted to each Member by the Consortium Manager at least 7 days in advance. No decision can be taken on an item which does not appear on the circulated agenda. A Member who is prevented from attending may be represented only by another Member. One Member, however, may not represent more than [one] other Member. The written proxy shall be presented to the Consortium Manager, before the meeting. D. An advisory group 5. Extraordinary meetings of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriatewill be convened by the Consortium Manager at the request of the majority of the Members wherever the agreed deadlines or estimated budget are overrun or when other extraordinary circumstances occur. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, Consortium shall have equal votes the opportunity on matters requiring a formal approval by that occasion to consider their participation in the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting membersConsortium based on documented reasons. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.

Steering Committee. A. CIFNAL/ICBFN (a) The parties shall be managed by a Steering Committee comprised of elected representatives from the membership. B. The Steering Committee is empowered to conduct the business of CIFNAL/ICBFN in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; establish and maintain communication with scholarly throughout the Term of this Agreement a committee (the “Steering Committee”) to oversee the implementation and professional associations as well as with other, similar cooperative projects. C. operation of this Agreement. The Steering Committee shall consist of at least five representatives of CIFNAL/ICBFN. 1six natural Persons. Four representatives Aviall shall be elected entitled to at-large positions on appoint three members of the Steering Committee in accordance with the procedures in Section VIII. At least one representative and GE shall be from a French or francophone institution. 2. The Chair of CIFNAL/ICBFN shall chair the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms. 4. A representative of CRL shall serve as an ex officio member of the Steering Committee. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated entitled to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio appoint three members of the Steering Committee. The initial members of the Steering Committee appointed by Aviall shall be the Senior Managing Director of Engine Programs, Director of GE Engine Program and Director of Procurement of Aviall, and the initial members of the Steering Committee appointed by GE shall be the Spares General Manager, Spares Customer and Fulfillment Leader and CF6 Platform representative of GE. Aviall shall be entitled to remove and replace at any time, at the sole discretion of Aviall, one or more of the members of the Steering Committee appointed by Aviall and GE shall be entitled to remove and replace at any time, at the sole discretion of GE, one or more of the members of the Steering Committee appointed by GE. E. All elected representatives on (b) The Steering Committee shall oversee the implementation and operation of this Agreement with the purpose of ensuring that each Party’s relevant interests, as summarized in the Recitals to this Agreement, have and are being addressed in a satisfactory manner consistent with the broad principles of cooperation underlying the execution of this Agreement. If and to the extent the Steering CommitteeCommittee determines that such relevant interests are not being addressed in a fully satisfactory manner as contemplated herein, including then they will attempt to agree on what action, if any, is required in view of their joint determination. Without limiting the Chairforegoing, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year termsmeet to: (i) Review and discuss the following items as it pertains to Product support: A. Catalog List prices B. Catalog Lead Times C. Manufacturing Lead Times (ii) Payment Issues (Past Due, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting.Credit Holds, etc) General Electric Company G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according (iii) Discuss pertinent Customer Information A. Input from Customers relating to the terms Products and other GE Engines B. Discuss Customer Service issues and opportunities C. Review Potential Customers not yet approved by GE D. Administration of Section V.Special Customer Agreements (iv) Marketing & Sales Information A. Evaluate and discuss market status and strategy B. Evaluate and discuss sales opportunities C. Market intelligence and competitive information for GE Engines (v) Review Six Sigma training and projects (vi) Discuss and review new business plans or Fleet Programs (vii) Configuration Management A. Product Control Board Decisions B. Airworthiness Directives (viii) Discuss any required IT infrastructure and changes (ix) Metrics A. Delivery Performance B. Material Delinquencies C. Other Metrics (x) Compliance Issues A. Blacklisted Countries General Electric Company

Steering Committee. A. CIFNAL/ICBFN To plan, manage and oversee work on the Development Program and to approve, update and modify the Work Plan as may be necessary, NOVAVAX and ESPRIT shall promptly after the Effective Date organize a steering committee (the “Steering Committee"), consisting of three (3) members from NOVAVAX and three (3) members from ESPRIT. ESPRIT shall have the right to appoint one of its members to be the chairperson of the Steering Committee. The Parties shall each have the right, upon notifying the other, to change its members of the Steering Committee at any time during the Term of this Agreement and to invite such non-Steering Committee members to a meeting of the Steering Committee as such Party shall reasonably determine. The Parties shall hold meetings of the Steering Committee as mutually agreed by the Parties (but in no event less than once per Calendar Quarter) to review the Development Program and to discuss future activities under this Agreement; provided, however, that each Party shall have the right to call additional meetings of the Steering Committee in order to discuss new material events upon twenty (20) days’ prior Novavax Esprit License and Development Agreement — written notice (one of which may require an in person meeting). Not later than ten (10) days prior to each of the four regularly scheduled Steering Committee meetings, ESPRIT shall prepare a report for the Steering Committee detailing the progress of the Development, Program including successes, difficulties, milestone achievements and a comparison of the status of the Development Program as compared to the timeline contained in the Work Plan. Such report shall also contain any recommendations for updates or modifications to the Work Plan. Consultants and non-Steering Committee member employees of the Parties may attend meetings of the Steering Committee as required to further the Development Program only upon written notice to the Party not bringing the consultants and non-Steering Committee members. Unless otherwise mutually agreed by the Parties, the Steering Committee meetings shall be managed by a in-person and shall alternate between ESPRIT’s designated facility and NOVAVAX’s designated facility. The first meeting shall be held at ESPIRT’s designated facility. Minutes of all such meetings setting forth decisions of the Steering Committee comprised relative to the Development Program shall be prepared. Responsibility for the minutes shall alternate between NOVAVAX and ESPRIT, with NOVAVAX being responsible for the minutes of elected representatives from the membership. B. The first meeting; provided that minutes shall not become official until approved by each of the Parties. Any vote of the Steering Committee is empowered to conduct the business shall include at least one (1) representative of CIFNAL/ICBFN in accordance with the recommendations each of the membership; approve NOVAVAX and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. ESPRIT. The Steering Committee shall consist make all decisions only by consensus. Any non-concurrence of at least five representatives of CIFNAL/ICBFN. 1. Four representatives shall be elected to at-large positions on the Steering Committee in accordance with the procedures in Section VIII. At least one representative relating to any issue, question or dispute shall be from a French or francophone institution. 2. The Chair elevated to the Head of CIFNAL/ICBFN shall chair Research and Development of ESPRIT and to the Steering Committee. 3. Elected Coordinators Head of standing Working Groups shall serve on Research and Development of NOVAVAX Novavax Esprit License and Development Agreement — for resolution and failing resolution by such individuals, to the Steering Committee President and Chief Executive Officer of NOVAVAX and President and Chief Operating Officer of ESPRIT for the period of their elected terms. 4. A representative of CRL shall serve as an ex officio member of the Steering Committee. D. An advisory group of scholars and end-usersresolution, including representatives from academic organizations concerned with library and scholarly issues recognizing that, in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full termof continuing disagreement, the Chair final decision and ultimate resolution shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.rest with ESPRIT.

Steering Committee. A. CIFNAL/ICBFN shall be managed by IOCB will establish a steering committee (the “Steering Committee comprised Committee”) for the governance of elected representatives from the membership. B. operations of GSRC, selection of the Members of GSRC and allocation of the funds to GSRC’s operations. The Steering Committee is empowered to will conduct the business of CIFNAL/ICBFN its activities in accordance with this Agreement including the recommendations by-laws set forth in Annex D. (a) Responsibilities. The responsibilities of the membership; approve Steering Committee will (i) Allocating the funds that IOCB receives through the Donations for (ii) Selecting distinguished researcher employees of IOCB as Members of GSRC and enact project activities; discuss and recommend future policy or changes approving the individual participants in policy to be adopted Member Research Groups for participation in the GSRC (each individual participant, a “GSRC Participant”); (iii) Supervising the research conducted by the membershipresearch groups led by the GSRC Members and providing guidance on GSRC research activities on an ongoing basis; (iv) Monitoring inventions made by GSRC Members and directing timely disclosure of such inventions to IOCB; (v) Reviewing the Member Annual Reports from all Members and preparing and providing to the Advisory Board the GSRC Annual Report pursuant to Section 3.3(b); (vi) Establishing and allocating funding for the GSRC post-doctoral fellowship and the GSRC pre-doctoral stipend as contemplated in Section 4.2(c), establishing guidelines, support levels and terms for such fellowship and stipend, and selecting recipients for such fellowship and stipend; make budgetary decisions and (vii) Performing such other activities, including without limitation administrative activities, as appropriate for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projectsthe governance of the GSRC on an ongoing basis. C. (b) Representatives. The Steering Committee shall will consist of eight (8) representatives, with one of such representatives being the then-current Director of IOCB and the other representatives consisting of research group leaders at least five IOCB. The initial representatives of CIFNAL/ICBFN. 1. Four representatives shall be elected to at-large positions on the Steering Committee are set forth in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institution. 2. Annex E. The Chair initial chairperson of CIFNAL/ICBFN shall chair the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for will be ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇. IOCB will determine, at its sole discretion, the period of their elected terms. 4. A representative of CRL shall serve as an ex officio member tenure of the Steering Committee. D. An advisory group Committee representatives and the procedures for the subsequent appointment or election of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committeerepresentatives. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.

Steering Committee. A. CIFNAL/ICBFN 5.1 Each Partner shall be managed by appoint a Steering Committee comprised of elected representatives from the membership. B. The Steering Committee is empowered representative to conduct the business of CIFNAL/ICBFN in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. The Steering Committee shall consist of at least five representatives of CIFNAL/ICBFN. 1. Four representatives shall be elected to at-large positions on the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institution. 2. The Chair of CIFNAL/ICBFN shall chair the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on 5.2 A Chairperson for the Steering Committee for will be appointed by all Partners on the period basis of their elected termsa majority of votes (51% of all votes). 4. A representative of CRL 5.3 The Steering Committee shall serve as an ex officio member of decide all fundamental questions and issues regarding cooperation during the Steering Committeeproject implementation. D. An advisory group 5.4 The Coordinator shall convene a Steering Committee meeting when required. The Steering Committee may also meet in the form of scholars a telephone conference or may be consulted by email. 5.5 All meetings minutes and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed decisions taken by the Steering Committee as appropriateshall be put in writing and circulated by the Coordinator among the Partners. The makeup Partners have normally 7 working days (unless a longer period is given by the Coordinator) to provide any comment. After this period, if no objections are made, the decision is to be considered approved and fully effective. 5.6 All Partners are represented in the Steering Committee with one vote. All decisions by the Steering Committee should be unanimous. If the Partners fail to reach a unanimous decision, a majority vote (51%) is acceptable. 5.7 In exception to the provisions of article 5.6, unanimity is required for decisions in the following cases: a) substantial amendments to the GA with the Center of European Projects, b) amendments to the allocation of tasks among the Partners, c) all financial issues entailing costs not included in the approved budget. 5.8 In the event that a decision is made regarding a specific Partner, this Partner should be represented. Defaulting Party members may not vote. 5.9 A Partner that can show that its own work, time for performance, costs, liabilities, intellectual property rights or other legitimate interests would be severely affected by a decision of the advisory group Steering Committee may exercise a veto with respect to the corresponding decision or relevant part of the decision. Such veto shall be formulated reasonably and duly justified. When the decision is foreseen on the original agenda, a Partner may veto such a decision during the meeting only. When a decision has been taken on a new item added to provide the agenda before or during the meeting, a balance of opinion Partner may veto such decision during the meeting and diversity of expertise. Members within 15 days after the minutes of the advisory group need not be from institutions that meeting are a member sent. In case of CIFNAL/ICBFNexercise of veto, and shall serve as ex officio the members of the Project Steering CommitteeCommittee shall make every effort to resolve the matter which caused the veto to the general satisfaction of all Parties. A Partner may not veto decisions relating to its identification as a Defaulting Party. The Defaulting Party may not veto decisions relating to its participation and termination in the Consortium or the consequences of them. A partner requesting to leave the Consortium may not veto decisions relating thereto. E. All elected representatives on 5.10 At its inaugural meeting, the Steering Committee, including Committee should adopt rules of procedure to be observed in the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting membersexecution of its work. F. Steering Committee Members shall serve three-year terms5.11 In addition to the Partners, with staggered elections; re- election is permitted for one additional term. Elected or more members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the termAdvisory Board may be invited to attend the Steering Group Meetings. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.They will have a consulting role with no voting rights.

Steering Committee. A. CIFNAL/ICBFN Within thirty (30) days after the Effective Date, the Initial Shareholders and CPLB shall be managed by a form the “Steering Committee comprised Committee” to have oversight and review responsibility for CPLB’s research, development and commercialization of elected representatives from the membership. B. Products. The Steering Committee shall report to the Board and shall consist of two (2) representatives of each Initial Shareholder and of CPLB. It is empowered the intent that such representatives will be relevant function heads or senior management in the respective organizations. A Party may change its representatives from time to conduct time upon written notice to the business other Parties. The operation and authority of CIFNAL/ICBFN the Steering Committee shall be as follows: 8.1.1. Subject to the Restated Licenses, CPLB shall prepare a plan for the research, Development and/or Commercialization of each Product based on criteria to be determined by the Steering Committee, which plan(s), and amendments thereto, are subject to the approval of the Steering Committee. The Steering Committee shall periodically review such plan(s) from a strategic and operational perspective to monitor CPLB’s progress under such plan(s) and to determine whether the Parties are meeting their commitments, if any, of both human and financial support for the research, Development and Commercialization of Products. 8.1.2. The Steering Committee shall meet at least once in each calendar quarter at a time and place to be determined by the Steering Committee. CPLB shall give thirty days’ prior written notice containing the agenda, time and place of each meeting to the Initial Shareholders. Non-voting participants may attend meetings of the Steering Committee as mutually agreed by the Initial Shareholders and CPLB. CPLB will bear all expenses associated with attendance of its employees at any in-person meetings. Any conference call meeting will be held by means of telephone conference or similar communications equipment through which all participants can hear each other. CPLB shall prepare minutes of each meeting, which CPLB shall distribute to the Initial Shareholders for review and approval within thirty (30) days following such meeting. 8.1.3. Decisions of the Steering Committee shall be made by unanimous vote, with the representatives of each Initial Shareholder and CPLB having one collective vote. If the Steering Committee is unable to reach a unanimous vote on any issue, then the issue shall be referred to the Board, whose decision shall control the matter in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. The Steering Committee shall consist of at least five representatives of CIFNAL/ICBFN. 1. Four representatives shall be elected to at-large positions on the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institution. 2. The Chair of CIFNAL/ICBFN shall chair the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms. 4. A representative of CRL shall serve as an ex officio member of the Steering Committee. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.this Agreement. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Steering Committee. A. CIFNAL/ICBFN shall be managed by a Steering Committee comprised of elected representatives from the membership. B. The Steering Committee is empowered to conduct the business of CIFNAL/ICBFN in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. 6.1 The Steering Committee shall consist be composed of the Scientific Coordinator and its Deputies, the Administrative Manager and the Work Package Leaders of Networking-, Transnational Access- and Joint Research Activities, and will include the chairperson of the Governing Board as ex-officio member. 6.2 Each Work Package Leader, including the Scientific Coordinator as WP1 Leader, shall have one vote. In case a Work Package has two or more Work Package Leaders they shall have a single vote. 6.3 The Steering Committee shall be chaired by the Scientific Coordinator or one of its Deputies. The Steering Committee shall meet as often as deemed necessary by its members and at least five representatives of CIFNALfour (4) times a year, face-to face or by telephone/ICBFNvideo- conference. 1. Four representatives 6.4 All meetings shall be elected convened by the Scientific Coordinator, who shall give at least fourteen (14) calendar days prior written notice and who shall include the agenda in the notice. Shorter notice may be given subject to at-large positions on prior approval thereof by all Steering Committee members and items may be added to the agenda during the meeting if so agreed by all Steering Committee members present or represented at the meeting. Minutes of the meetings of the Steering Committee shall be sent within fourteen (14) calendar days by the Administrative Manager, liaising with the Scientific Coordinator, to all Steering Committee members. They shall be considered as accepted if within fourteen (14) calendar days from receipt no member has objected in writing to the chairperson. 6.5 Decisions shall be taken by a majority of two-thirds of the votes of the Steering Committee members present or represented and voting it being understood that the Steering Committee shall endeavour to reach consensus on its decisions wherever possible. Any decision shall be subject to a quorum of two-thirds of the Steering Committee members being present or represented and voting. In case this quorum is not reached, another extraordinary Steering Committee meeting may be convened within thirty (30) calendar days where the decision may be re-submitted to a vote. 6.6 The Steering Committee, with due respect to the Grant Agreement including Annex 1 (Description of Work) thereto, shall in particular: (a) ensure the implementation of decisions taken by the Governing Board; (b) monitor the progress of the work and review Project Deliverables in accordance with Annex I to the procedures Grant Agreement and Annex 5 (Reporting Procedures) to this Agreement, and in Section VIIIcase of major issues may organize internal reviews concerning certain tasks or Project Deliverables, and may propose adjustments of the work programme for approval to the Governing Board. (c) assist the Coordinator in ensuring compliance by the Participants of their obligations in relation to the Project; (d) take executive decisions on administrative and technical issues, (e) prepare meetings and decisions to be taken by the Governing Board and submit the corresponding proposals; (f) require the Coordinator to issue notices requiring remedy of a breach by a Defaulting Participant; (g) consider and make recommendations concerning publication and dissemination issues; (h) decide on the replacement of Task Leaders, if necessary. At least one representative Issues that cannot be resolved at Steering Committee level shall be from a French or francophone institution. 2. The Chair of CIFNAL/ICBFN shall chair the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms. 4. A representative of CRL shall serve as an ex officio member of the Steering Committee. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed submitted by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according Scientific Coordinator to the terms of Section V.Governing Board.

Steering Committee. A. CIFNALGNARP/ICBFN DNABG shall be managed by a Steering Committee comprised of elected representatives from the membership. B. The Steering Committee is empowered to conduct the business of CIFNALGNARP/ICBFN DNABG in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNALGNARP/ICBFNDNABG; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. The Steering Committee shall consist of at least five representatives of CIFNAL/ICBFNthe elected working group coordinators in addition to the Chair and Vice Chair. 1. Four representatives Furthermore, the Chair shall be elected appoint two German, Personal Members, or other Members to at-large positions on the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institutionCommittee. 2. The Chair of CIFNALGNARP/ICBFN DNABG shall chair the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms. 4. A representative Representatives of CRL shall serve as an ex officio member CRL, the Library of the Steering Committee. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFNCongress, and the German National Library shall serve as ex officio non-voting members of the Steering Committee. E. All ▇. ▇▇▇ elected representatives on and appointed voting members of the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each voting member shall be accorded one vote. Ex officio members shall be non-voting members. F. E. Steering Committee Members shall serve threetwo-year terms, with staggered elections; re- re-election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. F. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.Section

Steering Committee. A. CIFNAL/ICBFN shall be managed by a Steering Committee comprised of elected representatives from the membership. B. The Steering Committee shall act as Trustees for the publication and shall have administrative responsibilities for the Periodical such as:  Monitor quality and timeliness of the Transaction with the assistance of Administrative Partner’s Executive Office,  Verify the technical content of the Transaction is empowered to conduct the business of CIFNAL/ICBFN in accordance with the recommendations established scope and areas of interest,  Approve the periodical budget (page count, subscription rates, etc.),  Work with the EIC to establish operating policies and procedures for the Transactions, The membership of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. The Steering Committee shall consist of at least six members, five representatives of CIFNALwhom have voting rights and are termed delegates of their sponsoring partners. There is one ex-officio member (without voting rights) of the committee: the EIC. The Chair appointed from among this group will only vote to break a tie. Each Society delegate must be appointed by his/ICBFN. her Society President, shall serve a two‐year appointment commencing Jan. 1, and may be re‐appointed for one additional term. Four representatives Society delegates may be reappointed to the board after a five year hiatus from their prior term of up to four years. The distribution of delegates is as follows: Each delegate shall be elected to at-large positions have equal (one) vote on matters before the Steering Committee. However, as described below, the Chair of the Steering Committee in accordance with the procedures in Section VIIIwill not vote other than to break a tie. At least one representative shall be from a French or francophone institution. 2. The Chair Business of CIFNAL/ICBFN shall chair the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for will be decided by majority vote and ▇▇▇▇▇▇▇ Rules of Order will govern formal activity of the period committee. The Steering Committee shall convene at least three times per year via teleconference during the start-up phase, and annual thereafter, to review the progress of LSL and prepare the budget of the LSL. If possible, the LSL Steering Committee meetings shall be scheduled to precede the AdCom/BoG meetings of all financial partners to allow review of preliminary budget submission of the Periodical Delegates unable to attend the Steering Committee Meeting can participate by teleconference or by transferring their elected terms. 4. A representative of CRL shall serve as an ex officio voting privilege to another member of the Steering Committee. D. An advisory group , provided the Chair is notified in writing (including email) of scholars the proxy transfer one week prior to the meeting. A Secretary shall also be elected from among the voting representatives of the steering committee. Annually, the Administrative Partner is responsible for preparing and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by submitting the initial budget of the Periodical to the Steering Committee as appropriatefor review. The makeup Steering Committee can approve the Periodical budget provided it is breakeven or better. Expenses and page budgets cannot exceed an annual increase of 10% unless authorized in advance by a vote of the advisory group shall financial partners with same voting structure as the SC. In the case of a proposed deficit budget, the Steering Committee must receive final budget approval from the President of every Financial Sponsor, unanimously. Mid-year expense increases, such as page increases, that are expected to result in a deficit budget must be formulated to provide similarly approved unanimously. All Financial Sponsors will receive a balance of opinion and diversity of expertise. Members copy of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of approved budget for the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according Periodical simultaneously when submitted to the terms of Section V.IEEE TAB Finance Department.

Steering Committee. A. CIFNAL/ICBFN shall The sales and marketing program for the Test will be managed by a steering committee having equal representation of the parties (the “Steering Committee comprised of elected representatives from the membership. B. Committee”). The Steering Committee will include three (3) members from each party and will meet at least quarterly with at least one meeting per year being conducted in-person while more frequent meetings or teleconferences will be held anytime they are needed and requested by the Steering Committee’s members of either party. If an in-person meeting is empowered to conduct the business of CIFNAL/ICBFN impracticable, meetings may be held by videoconference or teleconference. When meetings are held in accordance with the recommendations person, individual members of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. The Steering Committee shall consist may nonetheless participate by videoconference or teleconference. If unable to attend in person or by videoconference or teleconference, an individual member of at least five representatives the Steering Committee may grant a proxy to another individual member of CIFNAL/ICBFN. 1. Four representatives shall be elected to at-large positions on the Steering Committee in accordance with order to act on his or her behalf on any matter to be acted upon at any meeting of the procedures in Section VIIISteering Committee. Other representatives of the parties may attend Steering Committee meetings as non-voting participants. At least one representative shall be from a French or francophone institution. 2. The Chair week prior to any meeting of CIFNAL/ICBFN shall chair the Steering Committee. 3, the parties shall agree upon a proposed agenda of the matters to be discussed at such meeting. Elected Coordinators The parties shall agree, at the first meeting of standing Working Groups shall serve the Steering Committee, upon procedures for maintaining meeting minutes. The Steering Committee may take action on a matter at a meeting only if a quorum exists with respect to that matter. The attendance of at least two (2) members of the Steering Committee of each party at a meeting shall constitute a quorum for the period transaction of their elected terms. 4business. A representative Each member of CRL the Steering Committee shall serve as an ex officio be entitled to cast one (1) vote, either in person or by proxy, on any matter to be acted upon at any meeting of the Steering Committee. All decisions made by the Steering Committee shall require a majority vote by the members of the Steering Committee, either in person or by proxy. Any action required or permitted to be taken at any meeting of the Steering Committee may be taken without a meeting if the action is *** Confidential material redacted and filed separately with the Commission. taken by all members of the Steering Committee. Such action must be evidenced by one or more written consents describing the action taken and signed by each member of the Steering Committee. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by . In the event the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve achieve a full termmajority vote on any issue, then the Chair shall appoint a replacement dispute resolution process set forth in Section 1.1 hereof will be followed with respect to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.such issue.

Steering Committee. A. CIFNAL/ICBFN shall be managed a. The implementation of the agreement is governed by a Steering Committee; b. The Steering Committee comprised of elected representatives from will decide upon and design its own working method; c. Each delegation to the membership.agreement appoints two (2) members, one representative and one deputy representative, to the Steering Committee; B. d. The Steering Committee is empowered to conduct the business of CIFNAL/ICBFN in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted chaired by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with otheran independent chairperson, similar cooperative projects.jointly appointed by all Parties; C. e. The Steering Committee shall consist takes decisions unanimously; f. Each Party has the right to ask for a decision of at least five representatives of CIFNAL/ICBFN. 1. Four representatives shall be elected to at-large positions on the Steering Committee in accordance respect of matters in connection to this agreement; g. Where relevant, the Steering Committee will invite adhering banks to this agreement to attend the meeting of the Steering Committee; h. The Steering Committee is responsible for dealing with day-to-day governance issues for the procedures implementation of the agreement. It is responsible for, inter alia: o New projects, initiatives or cooperation with other entities that support or reinforce the implementation of the agreement; o Safeguarding a balanced contribution by the Parties to the activities and the results; o Convening an annual evaluation meeting to inform the Parties of the steps taken to implement the commitments in Section VIIIthis agreement and, where needed, to provide the Parties and the adhering banks with recommendations for improvement; o Developing and maintaining an implementation plan20; i. The Parties will ask a third party to host an independent secretariat to assist the Steering Committee; j. The annual information provided by the Parties and the adhering banks for assessing the individual progress made in implementing this agreement will be sent in Q1 of each year to the secretariat of the Steering Committee. At least one representative shall Reasons for non-disclosure need to be from a French or francophone institution. 2explained. The Chair secretariat will provide the information to the independent Monitoring Committee21 for the annual monitoring report. The independent Monitoring Committee will, through the secretariat, provide the annual monitoring report to the Steering Committee. Competitively sensitive information provided by individual banks will not be shared with any representative of CIFNAL/ICBFN shall chair any other bank; k. The secretariat of the Steering Committee will treat the competitively sensitive information received from the Parties and the adhering banks as strictly confidential. The Steering Committee will not receive this competitively sensitive information. In this regard, the Steering Committee will develop a confidentiality protocol that will safeguard this notion during the agreement period. This protocol will apply to the Steering Committee and the secretariat that assists the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms. 4. A representative of CRL shall serve as an ex officio member of the Steering Committee. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.

Steering Committee. A. CIFNAL/ICBFN shall be managed by a Steering Committee comprised of elected representatives from the membership. B. The Steering Committee is empowered to conduct the business of CIFNAL/ICBFN in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. The Steering Committee shall consist of at least five representatives of CIFNAL/ICBFN. 1. Four representatives shall be elected to at-large positions on the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institution. 2. The Chair of CIFNAL/ICBFN shall chair the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms. 4. A representative of CRL shall serve as an ex officio member of the Steering Committee. D. An ▇. ▇▇ advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering ▇. ▇▇▇▇▇▇▇▇ Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.

Steering Committee. A. CIFNAL/ICBFN shall be managed by a Steering Committee comprised of elected representatives from In addition to the membership.rules described in Section 6.2, the following rules apply: B. The Steering Committee is empowered to conduct the business of CIFNAL/ICBFN in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects.6.3.3.1 Members C. 6.3.3.1.1 The Steering Committee shall consist of at least five representatives one scientific representative of CIFNAL/ICBFNeach Party and of each Partner Organisation and the work package leaders (hereinafter Steering Committee Member). 1. Four representatives 6.3.3.1.2 Each Steering Committee Member shall be elected deemed to at-large positions be duly authorized to deliberate, negotiate and decide on the Steering Committee in accordance with the procedures all matters listed in Section VIII6.3.3.2. At least one representative shall be from a French or francophone institutionof this Consortium Agreement. 2. 6.3.3.1.3 The Chair of CIFNAL/ICBFN Coordination-Management Team represented by the coordinator shall chair all meetings of the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms. 4. A representative of CRL shall serve as an ex officio member , unless decided otherwise in a meeting of the Steering Committee. D. An advisory group of scholars 6.3.3.1.4 The Parties and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed the Partner Organisations agree to abide by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members all decisions of the Steering Committee. This does not prevent the Parties and the Partner Organisations from submitting a dispute for resolution to the Governing Board. E. All elected representatives 6.3.3.1.5 The Steering Committee shall seek a consensus among the Parties and the Partner Organisations. 6.3.3.2 Decisions of the Steering Committee The Steering Committee shall be free to act on its own initiative to formulate proposals and take decisions in accordance with the procedures set out herein, unless such proposals or decisions diverge from the Governing Board’s decisions. The following decisions shall be taken by the Steering Committee, including : - Changes to the Chair, shall have equal votes on matters requiring a formal approval Consortium Plan - Decides how to implement the deliverables - Proposals for changes to Annex 1 of the Grant Agreement to be agreed by the CommitteeFunding Authority - Modifications to Attachment 1 (Background Included) - Suggests entry of a new Party or a new Partner Organisation (or Withdrawal of a Party or a Partner Organisation) to the Consortium and reports to the Governing Board. Each member shall - Identification of a breach by a Party or a Partner Organisation of theirs obligations under this Consortium Agreement or the Grant Agreement and reports to the Governing Board. - Suggests remedies to be accorded one voteperformed by a Defaulting Party or a Defaulting Partner Organisation and reports to the Governing Board. Ex officio members shall be non- Proposal to the Governing Board for a change of the Coordination-voting members. F. Management Team - Proposal to the Governing Board for suspension of all or part of the Project - Proposal to the Governing Board for termination of the Project and the Consortium Agreement In the case of abolished tasks as a result of a decision of the Governing Board, the Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder propose rearrangement of the term. Following this period, tasks of the replacement shall be eligible to stand for election according to Parties and of the terms of Section V.Partner Organisations

Steering Committee. A. CIFNAL/ICBFN shall be managed by a The TRAIL Steering Committee comprised is the principal body that shall consider and formulate the policies and procedures governing TRAIL in accordance with the recommendations of elected representatives from the membership. B. The Steering Committee is empowered to conduct the business of CIFNAL/ICBFN in accordance with the recommendations of the membershipTRAIL, including but not limited to; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFNTRAIL; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with otherassociations, similar government agencies, and other cooperative projects. C. The Steering Committee shall consist of at least five four (4) elected officers, Working Group Coordinators, additional representatives appointed from the membership, and ex officio members. The Steering Committee shall be comprised of CIFNAL/ICBFNnot fewer than eight (8) members. 1. Four representatives shall be elected to at-large positions on the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institution. 2. The Chair of CIFNAL/ICBFN TRAIL shall chair the Steering Committee. 32. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected appointed terms. 3. Additional members of the Steering Committee shall be appointed by the Chair as needed. 4. A representative of CRL shall serve as an ex officio non-voting member of the Steering Committee. D. An advisory group of scholars All elected and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio voting members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each voting member shall be accorded one vote. Ex officio , regardless of the number of elected/appointed positions held. E. Steering Committee members shall be non-voting members. F. Steering Committee Members shall generally serve threetwo-year terms, with appointments beginning immediately after the TRAIL Annual Meeting; re-election/re-appointment is permitted. Steering Committee member elections and appointments shall be staggered elections; re- election is permitted to ensure a measure of continuity within the Steering Committee each year. Individuals should serve on a Working Group for a minimum of one additional term. Elected members begin their term of office immediately following year before being considered for the annual membership meetingSteering Committee. G. F. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, term (see V.B.4 for the replacement shall be eligible to stand for election according to special case involving the terms of Section V.Vice-Chair/Chair-

Steering Committee. A. CIFNAL/ICBFN shall be managed by a Steering Committee comprised of elected representatives from the membership. B. The Steering Committee is empowered to conduct the business of CIFNAL/ICBFN in accordance with the recommendations ultimata decision-making body of the membership; approve consortium and enact project activities; discuss is in charge of the overal! supervision and recommend future policy or changes in policy major decisions with regard to the Project. The Steering committee shall be adopted advised by recommendations made to it by the membership; make budgetary Project management Committee. Steering Committee has no competence to take decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; concerning the interna! .rereignty and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. independence of the Parties. The Steering Committee shall consist consists of at least five three members, two appointed representatives of CIFNAL/ICBFN. 1PROPCONEL participants and the Coordinator. Four representatives The se shall in particular be elected responsible for approval of: • Proposals for changes of the GA or the IA; • Proposal of the Parties for changes of this CA; • Entry of a new Party to at-large positions the Consortium and approval of the settlement on the conditions of the accession of such a new Party; • Withdrawal of a Party from the Consortium and the approval of the settlement on the conditions of the withdrawal; • Termination of a Defaulting Party's participation in the Consortium and measures relating thereto; • Proposal to the JU for a change of the Coordinator; • Proposal to the JU for termination of the Project and the Consortium Agreement. Decisions conceming individua! partners (default or acceding or leaving the consortium) can only be taken unanimously. Ali decisions of the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institution. 2committee are taken unanimously. The Chair of CIFNAL/ICBFN Coordinator shall call and chair the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms. 4. A representative of CRL shall serve as an ex officio member all meetings of the Steering Committee. The Coordinator shall give each of the Parties at least thirty (30) calendar days' notice in writing of such meetings or ftfteen (15) calendar days' notice in case of an extraordinary meeting, along with an agenda. Each Party shall have one vote. Should a member not be able to attend a meeting, it shall appoint a substitute to attend and vote on its behalf. This substitute may be the Steering Committee member of another Party. Any substitute will have to justify its appointment as a substitute by written evidence, to be distributed to the Coordinator in advance of the meeting. Any decision requiring a vote at a Steering Committee meeting must be identified as such on the invitation. D. An advisory group of scholars and end-usersShould a Party suggest adding a discussion/decision to the proposed agenda, including representatives from academic organizations concerned with library and scholarly issues it shall do so in francophone studies as well as non-academic information users and providerswriting to all other Parties at least seven (7) calendar days prior to the meeting date. However, shall any decision required or permitted to be appointed taken by the Steering Committee as appropriate. The makeup of the advisory group shall may be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committeeadopted: i. ln meetings including meetings held via teleconference or videoconference. E. All elected representatives on ii. Without a meeting, through circulation among the Steering Committee, including Parties of a written document setting forth the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall decision to be accorded one vote. Ex officio members shall voted which must be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.returned within fifteen

Steering Committee. A. CIFNAL/ICBFN shall be managed by a Steering Committee comprised of elected representatives from the membership. B. The Steering Committee is empowered hereby established according to conduct the business following terms: (i) The role of CIFNAL/ICBFN the Steering Committee is to: (A) oversee the implementation of this MOU, including the G2G Process; (B) approve the Terms of Reference prepared by the Technical Committee; (C) oversee and supervise the Technical Committee, including assisting the Technical Committee to fulfil its roles; (D) provide oversight and direction to the Technical Committee, including the resolution of disputes that may arise within the Technical Committee; (E) develop and approve policies and procedures for engaging third-parties including First Nations, local communities and industry stakeholders in accordance with Articles 9.0 and 12.0 below; (F) engage with other First Nations or third-party stakeholders as required; (G) develop, review and approve the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted Consensus Recommendations for consideration by the membershipParties for approval; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and (H) report to the Executive Committee and/or the Parties’ representative leadership on the implementation of this MOU and maintain communication with scholarly and professional associations as well as with other, similar cooperative projectsthe G2G Process. C. (ii) The Steering Committee shall consist of at least five will make all decisions required to achieve the outcomes described in this MOU according to consensus between the Parties’ representatives. Where the Parties’ representatives of CIFNAL/ICBFN. 1. Four representatives shall be elected to at-large positions on cannot achieve consensus, the Steering Committee in accordance with will refer the procedures in Section VIII. At least one representative shall be from a French or francophone institutionmatter to consideration by the Executive Committee to resolve any lack of consensus. 2(iii) The Steering Committee will be comprised of an equal number of senior representatives from the Province and ‘Namgis, and each Party will appoint a co-chair. The Chair Parties will notify each other in writing of CIFNAL/ICBFN shall chair the their initial Steering CommitteeCommittee Representation. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms. 4. A representative of CRL shall serve as an ex officio member of the Steering Committee. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected (iv) Either Party may change its representatives on the Steering Committee, including its appointed co-chair, by notifying the Chair, shall have equal votes on matters requiring other Party in writing. (v) The Steering Committee will meet regularly according to a formal approval schedule agreed to by the Steering Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. (vi) The Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted will rely on the Technical Committee for one additional term. Elected members begin their term of office immediately following advice in the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder development and preparation of the termConsensus Recommendations, but may also, from time to time, utilize technical expertise and capacity, including if necessary, establishing a technical working group or team, on an as needed basis. Following this periodThis may include subject matter experts or external advisors from the respective Parties who will conduct specific research, analysis and problem solving, and develop proposed plans, policies or program recommendations for the replacement shall be eligible to stand for election according to review and consideration by the terms of Section V.Technical Committee or the Steering Committee.

Steering Committee. A. CIFNAL/ICBFN shall be managed by a The TRAIL Steering Committee comprised is the principal body that shall consider and formulate the policies and procedures governing TRAIL in accordance with the recommendations of elected representatives from the membership. B. The Steering Committee is empowered to conduct the business of CIFNAL/ICBFN in accordance with the recommendations of the membershipTRAIL, including but not limited to; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFNTRAIL; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with otherassociations, similar government agencies, and other cooperative projects. C. The Steering Committee shall consist of at least five four (4) elected officers, Working Group Coordinators, additional representatives appointed from the membership, and ex officio members. The Steering Committee shall be comprised of CIFNAL/ICBFNnot fewer than eight (8) members. 1. Four representatives shall be elected to at-large positions on the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institution. 2. The Chair of CIFNAL/ICBFN TRAIL shall chair the Steering Committee. 32. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected appointed terms. 3. Additional members of the Steering Committee shall be appointed by the Chair as needed. 4. A representative of CRL shall serve as an ex officio non-voting member of the Steering Committee. D. An advisory group of scholars ▇. ▇▇▇ elected and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio voting members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each voting member shall be accorded one vote, regardless of the number of elected/appointed positions held. ▇. Ex officio ▇▇▇▇▇▇▇▇ Committee members shall be non-voting members. F. Steering Committee Members shall generally serve threetwo-year terms, with appointments beginning immediately after the TRAIL Annual Meeting; re-election/re-appointment is permitted. Steering Committee member elections and appointments shall be staggered elections; re- election is permitted to ensure a measure of continuity within the Steering Committee each year. Individuals should serve on a Working Group for a minimum of one additional term. Elected members begin their term of office immediately following year before being considered for the annual membership meetingSteering Committee. G. F. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term (see V.B.4 for the special case involving the Vice-Chair/Chair- Elect). In the event the Chair is unable to serve a full term. Following this period, the replacement Chair-Elect shall fulfill the remainder of the Chair’s term. G. Any appointed or elected Steering Committee member may be eligible to stand for election according to removed from office by the terms Steering Committee whenever, in their judgment, he or she does not fulfill the duties of Section V.the office. Removal may be enacted by a majority vote of all Steering Committee members.

Steering Committee. A. CIFNAL/ICBFN shall be managed by 3.1 To ensure the completion of the Research Project, a Steering Committee comprised shall be established. Each Party, including affiliated Party, shall appoint one member to the Committee. ▇▇▇▇ ▇▇▇▇▇▇▇, head of elected representatives from neonatology at Rigshospitalet and deputy head of the membership. B. Institute of Gynecology, Obstetrics and Paediatrics, University of Copenhagen chairs the Steering Committee. The Steering Committee will oversee the Research Project. 3.2 The Steering Committee forms a quorum when all members of the Committee are present or represented by another member by proxy. Decisions shall be made by simple majority. Upon parity of votes, the chairman’s vote shall be decisive. 3.3 Steering Committee meetings are called at with at least a four-week notice and there is empowered one meeting a year and when otherwise requested by one of the Parties. The meetings are prepared and called by the chairman of the Committee. Within two weeks after each meeting, the chairman prepares and distributes meeting minutes which are considered approved by the members if the chairman has not received any written objections at least three weeks after the date of distributing the minutes. In the event of consensus, the Steering Committee may suggest suitable changes to conduct the business Research Project and Budget to the Parties. The changes may subsequently be made provided that all Parties have given their prior written consent An Executive Board shall be established. The Executive Board shall consist of CIFNAL/ICBFN one member from the 6 Core Partners. The Executive Board members will be responsible individually for their designated services to the project and for effective collaboration. Collectively the members of the Executive Board are responsible for revising the project plans and will in case of major changes to matters related to the trial setup seek guidance from Steering Commitee. ▇▇▇▇ ▇▇▇▇▇▇▇, head of neonatology at Rigshospitalet and deputy head of the Institute of Gynecology, Obstetrics and Paediatrics, University of Copenhagen chairs the Executive Board. The Executive Board forms a quorum when all members of the Executive Board are present or represented by another member by proxy. Decisions shall be made by simple majority. Upon parity of votes, the chairman’s vote shall be decisive. 4.1 Executive Board meetings are called at with at least four-week notice and there are two meetings a year and when otherwise requested by one of the members of the Executive Board. The meetings are prepared and called by the chairman of the Executive Board. Within two weeks after each meeting, the chairman prepares and distributes meeting minutes which are considered approved by the members if the chairman has not received any written objections at least three weeks after the date of distributing the minutes. 4.2 The Research Project is to be performed in accordance with the recommendations Purpose. The Parties are obligated to promote the Research Project diligently and subject to the best possible utilisation of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy resources allocated to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. The Steering Committee shall consist of at least five representatives of CIFNAL/ICBFN. 1. Four representatives shall be elected to at-large positions on the Steering Committee Project in accordance with the procedures Budget. The Parties do not have any liability towards each other in Section VIII. At least one representative shall be from a French or francophone institutionterms of results and are for example thus not responsible for lacking fulfilment of the Purpose. 2. The Chair of CIFNAL/ICBFN shall chair 4.3 If observing the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms. 4. A representative of CRL shall serve as an ex officio member timetable of the Steering Committee. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed Research Project is met by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected representatives on the Steering Committeeobstacles, including the Chairexistence of Third Party rights, shall have equal votes on matters requiring the Executive Board group is to be informed immediately. Subsequently, the Executive Board shall, to a formal approval by reasonable extent, attempt to overcome the Committeeobstacles. Each member No Party can be made liable to pay unforeseen expenses in this respect or other expenses in excess of the expenses assigned to the Party in question in accordance with the Budget. 4.4 ▇▇▇▇ ▇▇▇▇▇▇▇, head of neonatology at Rigshospitalet and deputy head of the Institute of Gynecology, Obstetrics and Paediatrics, University of Copenhagen shall be accorded one vote. Ex officio members shall be non-voting membersthe Research Project Leader. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following 4.4 A Party may not without consent from the annual membership meeting. G. In the event other Parties let a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder Third Party perform parts of the term. Following this period, Research Project which rest upon the replacement shall be eligible to stand for election according to the terms of Section V.Party in question unless agree d upon.

Steering Committee. A. CIFNAL/ICBFN shall be managed by (a) Upon execution of the Prior Agreement, Cellegy and Licensee established a Steering Committee comprised of elected representatives from (the membership. B. The “Steering Committee is empowered to conduct Committee”) which shall have the business of CIFNAL/ICBFN responsibilities described in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. this Article 4. The Steering Committee shall consist be initially comprised of a total of six (6) members, of which three (3) members shall be appointed by Licensee and three (3) members shall be appointed by Cellegy. The total number of Steering Committee members may be changed by the Steering Committee from time to time as appropriate, but in all cases it will be comprised of an equal number of members designated by each of Cellegy and Licensee, and in no event shall the Steering Committee be comprised of an aggregate of less than six (6) members. Each of Cellegy and Licensee may substitute its representatives from time to time and the substitution shall be effective upon notice to the other Party. The Steering Committee shall meet once every quarter during the first year of the term of this Agreement and thereafter at such other times as the Steering Committee may agree (but at least five representatives of CIFNAL/ICBFN. 1one time each year), on such dates and at such places as to be agreed upon between the Parties. Four representatives shall be elected to at-large positions Each representative on the Steering Committee will have one vote in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institution. 2. The Chair of CIFNAL/ICBFN shall chair decisions submitted to the Steering Committee. 3. Elected Coordinators The meetings of standing Working Groups shall serve on the Steering Committee for the period of their elected termsmay be held in person or in any other reasonable manner, including, without limitation, by telephone, video conference or e-mail. 4. A representative of CRL (b) [*] shall designate a Chairperson who will serve as an ex officio such. The Chairperson shall send notices (not less than 15 business days in advance of such meetings) and agendas for all regular Steering Committee meetings to all Steering Committee members. The location of regularly scheduled Steering Committee meetings shall alternate among the offices of the Parties, unless otherwise agreed. Meetings may be held telephonically or by video conference, but each member shall attend at least one meeting in person each year. The Party hosting any Steering Committee meeting shall appoint one person (who need not be a member of the Steering Committee. D. An advisory group ) to attend the meeting and record the minutes of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, the meeting. Such minutes shall be appointed by circulated to the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately Parties promptly following the annual membership meetingmeeting for review, comment and approval. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.

Steering Committee. A. CIFNAL/ICBFN (a) The parties shall, within twenty (20) Business Days after the Effective Date, establish a management team for the Joint Development Project that shall be managed include Three (3) executives or managers of each party or its Affiliates designated by a that party who have expertise and authority to address the Joint Development Project’s research and development, regulatory, marketing, and Intellectual Property matters (“Steering Committee comprised of elected representatives from the membership. B. The Steering Committee is empowered to conduct the business of CIFNAL/ICBFN in Committee”). In accordance with the recommendations provisions and objectives of this Agreement and the Joint Development Project Plan, the Steering Committee shall: (i) determine the development strategy for the Joint Development Product; (ii) oversee, coordinate, and manage the parties’ activities under the Joint Development Project; (iii) ensure communication between the parties concerning the status and results of the membershipJoint Development Project; (iv) exercise decision-making authority over all Joint Development Project activities and make all such decisions and take all such other actions as are delegated to it in this Agreement; (v) review and approve updates or amendments to the Joint Development Project Plan quarterly or as the Steering Committee otherwise determines is appropriate for the parties to achieve the Joint Development Project objectives; approve and enact project activities; discuss and recommend future policy or changes in policy and (vi) perform such other functions as are appropriate to be adopted further the purposes of this Agreement as mutually determined by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projectsparties. C. (b) The Steering Committee shall consist meet as needed but not less than once each quarter during the Term. Steering Committee meetings shall be held at times and places or in such form, such as by telephone or video conference, as the Steering Committee determines, except that in-person meetings of the Steering Committee will alternate between the parties’ offices and be held with all members in attendance at least twice per year, unless otherwise agreed by the parties. Any Steering Committee member may designate a substitute of equivalent experience and seniority to attend and perform the functions of that Steering Committee member at any Steering Committee meeting on written notice to the other party at least five representatives of CIFNAL/ICBFN(5) Business Days before that Steering Committee meeting. (c) Subject to Section 2.4(b), each party may invite additional Representatives to attend Steering Committee meetings as observers or to make presentations, in each case without any voting authority, on written notice to the other party at least one (1. Four representatives shall be elected to at-large positions on ) Business Day before the Steering Committee in accordance with meeting that the procedures in Section VIII. At least Representative will attend. (d) SCOA shall appoint one representative of the Steering Committee members to act as the Steering Committee chairperson during the Term. (e) The Steering Committee chairperson shall be from responsible for: (i) calling and presiding over each Steering Committee during his or her tenure as chairperson; (ii) preparing and circulating the agenda for each such meeting; and (iii) preparing draft minutes of each such meeting and providing a French or francophone institutioncopy of the draft minutes to each Steering Committee member within fourteen (14) Business Days after each such meeting for approval, which shall be deemed to have been given unless the Steering Committee member objects within five (5) Business Days after receipt of the draft minutes. 2. The Chair of CIFNAL/ICBFN (f) Each Steering Committee member shall chair have one vote in any matter requiring the Steering Committee. 3’s action or approval. Elected Coordinators All Steering Committee decisions shall be unanimous and no Steering Committee vote may be taken unless a majority of standing Working Groups shall serve on the Steering Committee for the period of their elected terms. 4members are present. A representative of CRL The Steering Committee shall serve as an ex officio member make all decisions and take other actions in good faith and with due care, after consideration of the Steering Committee.information that is reasonably available to it, with the intention that the resulting decision or action shall: D. An advisory group (i) not breach or conflict with any requirements or other provisions of scholars this Agreement; and (ii) maintain or increase the likelihood that the parties will achieve the purposes and end-usersgoals of the Joint Development Project, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providersprovided that, shall be appointed by the Steering Committee as appropriate. The makeup is expressly prohibited from taking into account any interests of the advisory group shall be formulated to provide a balance party, or of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio any members of the Steering Committee, other than their respective interests in achieving the purposes and goals of the Joint Development Project. E. All elected representatives (iii) not in conflict with other business interests of NANX (g) Except as to those matters addressed in Section 2.2(h), if the Steering Committee cannot reach a unanimous decision at a regularly scheduled Steering Committee meeting or within five (5) Business Days thereafter, the matter shall be considered a Dispute under this Agreement and either party may thereafter initiate the dispute resolution procedure set forth in Section 15. (h) NANX shall present the Steering Committee with all proposed Joint Development Products based on ideas which may originate from either party. Notwithstanding anything herein to the contrary, the members of the Steering Committee appointed by SCOA shall have sole authority to approve the commencement of development on any proposed product. In the event that SCOA does not approve development of a product proposed by NANX (“Rejected Product”), NANX may develop such Rejected Product itself or in combination with one or more third parties and none of the restrictions to commercialization, marketing or sale of such Rejected Product (whether within or without the Field of Use) contained in this Agreement shall apply, provided, however, that to the extent a Rejected Product relies on the practice of any Jointly-Owned Developed Intellectual Property, the parties shall mutually agree on the terms under which NANX may license such intellectual property. (i) The Steering Committee has only the powers specifically delegated to it by this Agreement and has no authority to act on behalf of any party in connection with any third party. Without limiting the foregoing, the Steering Committee has no authority to, and shall not purport to or attempt to: (i) negotiate agreements on behalf of any party; (ii) make representations or warranties on behalf of any party; (iii) waive rights of any party; (iv) extend credit on behalf of any party; or (v) take or grant licenses of, transfer ownership, or otherwise encumber Intellectual Property on behalf of any party. (j) The Steering Committee shall keep each party fully informed of the status of the Joint Development Project. (k) Each party shall bear all expenses of its respective Steering Committee members related to their participation on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Committee and attendance at Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meetingmeetings. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.

Steering Committee. A. CIFNAL/ICBFN Within thirty (30) days after the Effective Date, the Initial Shareholders and CPLB shall be managed by a form the “Steering Committee comprised Committee” to have oversight and review responsibility for CPLB’s research, development and commercialization of elected representatives from the membership. B. Products. The Steering Committee shall report to the Board and shall consist of two (2) representatives of each Initial Shareholder and of CPLB. It is empowered the intent that such representatives will be relevant function heads or senior management in the respective organizations. A Party may change its representatives from time to conduct time upon written notice to the business other Parties. The operation and authority of CIFNAL/ICBFN the Steering Committee shall be as follows: 8.1.1. Subject to the Restated Licenses, CPLB shall prepare a plan for the research, Development and/or Commercialization of each Product based on criteria to be determined by the Steering Committee, which plan(s), and amendments thereto, are subject to the approval of the Steering Committee. The Steering Committee shall periodically review such plan(s) from a strategic and operational perspective to monitor CPLB’s progress under such plan(s) and to determine whether the Parties are meeting their commitments, if any, of both human and financial support for the research, Development and Commercialization of Products. 8.1.2. The Steering Committee shall meet at least once in each calendar quarter at a time and place to be determined by the Steering Committee. CPLB shall give thirty days’ prior written notice containing the agenda, time and place of each meeting to the Initial Shareholders. Non-voting participants may attend meetings of the Steering Committee as mutually agreed by the Initial Shareholders and CPLB. CPLB will bear all expenses associated with attendance of its employees at any in-person meetings. Any conference call meeting will be held by means of telephone conference or similar communications equipment through which all participants can hear each other. CPLB shall prepare minutes of each meeting, which CPLB shall distribute to the Initial Shareholders for review and approval within thirty (30) days following such meeting. 8.1.3. Decisions of the Steering Committee shall be made by unanimous vote, with the representatives of each Initial Shareholder and CPLB having one collective vote. If the Steering Committee is unable to reach a unanimous vote on any issue, then the issue shall be referred to the Board, whose decision shall control the matter in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. The Steering Committee shall consist of at least five representatives of CIFNAL/ICBFN. 1. Four representatives shall be elected to at-large positions on the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institution. 2. The Chair of CIFNAL/ICBFN shall chair the Steering Committee. 3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms. 4. A representative of CRL shall serve as an ex officio member of the Steering Committee. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.this Agreement.

Steering Committee. A. CIFNAL/ICBFN shall be managed by a Sec. 1. The Steering Committee comprised consists of elected representatives from five members, of whom: • three members are appointed by ▇▇▇, • one member is appointed by IGL, • one member is appointed by The Association for Parallel Importers of Medicine. Lif acts as secretariat for the membershipSteering Committee. ▇▇▇ appoints a chairman of the Steering Committee for 2 years at a time. B. 2. Within the framework of the Agreement and ENLI's budget, the Steering Committee has the authority to make decisions on the following matters: • appointment of investigators, including the head of secretariat, and members of the Appeals Board, • changes to the rules, • changes to the case handling rules of ENLI, • changes to ENLI’s Penalties and Fees Regulation. In addition, the Steering Committee may discuss and coordinate any joint political or commu- nicative initiatives in relation to ENLI. 3. Decisions are made by simple majority unless otherwise stated in the Agreement. Each mem- ber of the Steering Committee has one vote. In the event of a tie, the Chairman has the casting vote. The Steering Committee is empowered quorum when three members are present. 4. For the adoption of amendments to conduct the business Rules, Code of CIFNAL/ICBFN in accordance with the recommendations Procedure for ENLI or ENLI's Penalties and Fees Regulations, which impose significant new restrictions, duties or expenses on affili- ated organizations or companies, or which discriminate against companies, subject to ENLI's jurisdiction, all four members of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. The Steering Committee shall consist be required to agree. Lif's members of at least five representatives of CIFNAL/ICBFN. 1. Four representatives shall be elected to at-large positions on the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institution. 2. The Chair of CIFNAL/ICBFN shall chair the Steering Committee. 3, regardless of the above, may at any time decide to change the Rules with effect for Lif's members, without this requiring the consent of the other members of the Steering Committee. Elected Coordinators Such changes apply only to IGL’s and the Association of standing Working Groups shall serve on Parallel Importers of Medicine’s Members if the respective members of the Steering Committee for IGL and the period Association of their elected termsParallel Importers of Medicine respectively agree. 45. A representative The Steering Committee may ask ▇▇▇▇’s case handling bodies to explain issues of CRL shall serve a principled nature such as an ex officio new interpretations of rules, ENLI's practice, etc. The Steering Committee may request ▇▇▇▇'s case processing bodies to get any doubt on interpretation clarified by the ▇▇▇- ish Medicines Agency if the agency is the right authority. Or by EFPIA, Medicines for Europe or IFPMA in the case of EFPIA, Medicines for Europe or IFPMA rules. The Steering Committee may request ▇▇▇▇’s case handling bodies to elaborate or specify guid- ance to the Rules where this is deemed to be lacking. 6. ENLI is obliged externally by signature of the chairman in conjunction with another member of the Steering Committee or in the chairman's absence by the secretariat manager’s signing in association with a member of the Steering Committee. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.

Steering Committee. A. CIFNAL/ICBFN shall The sales and marketing program for the Test in the Territories will be managed by a steering committee having equal representation of the parties (the “Steering Committee”), which Steering Committee comprised of elected representatives from may be the membership. B. same as the “Steering Committee” (as defined in the U.S. Co-Promotion Agreement) managing the U.S. Co-Promotion Agreement. The Steering Committee will include three (3) members from each party and will meet in-person at least quarterly with at least one (1) meeting per year being conducted in person while more frequent meetings or teleconferences will be held anytime they are needed and requested by the Steering Committee’s members of either party. If an in-person meeting is empowered to conduct the business of CIFNAL/ICBFN impracticable, meetings may be held by videoconference or teleconference. When meetings are held in accordance with the recommendations person, individual members of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. The Steering Committee shall consist may nonetheless participate by videoconference or teleconference. If unable to attend in person or by videoconference or teleconference, an individual member of at least five representatives the Steering Committee may grant a proxy to another individual member of CIFNAL/ICBFN. 1. Four representatives shall be elected to at-large positions on the Steering Committee in accordance with order to act on his or her behalf on any matter to be acted upon at any meeting of the procedures in Section VIIISteering Committee. Other representatives of the parties may attend Steering Committee meetings as non-voting participants. At least one representative shall be from a French or francophone institution. 2. The Chair week prior to any meeting of CIFNAL/ICBFN shall chair the Steering Committee. 3, the parties shall agree upon a proposed agenda of the matters to be discussed at such meeting. Elected Coordinators The parties shall agree, at the first meeting of standing Working Groups shall serve the Steering Committee, upon procedures for maintaining meeting minutes. The Steering Committee may take action on a matter at a meeting only if a quorum exists with respect to that matter. The attendance of at least two (2) members of the Steering Committee of each party at a meeting shall constitute a quorum for the period transaction of their elected terms. 4business. A representative Each member of CRL the Steering Committee shall serve as an ex officio be entitled to cast one (1) vote, either in person or by proxy, on any matter to be acted upon at any meeting of the Steering Committee. All decisions made by the Steering Committee shall require a majority vote by the members of the Steering Committee, either in person or by proxy. Any action required or permitted to be taken at any meeting of the Steering Committee may be taken without a meeting if the action is taken by all members of the Steering Committee. Such action must be evidenced by one or more written consents describing the action taken and signed by each member of the Steering Committee. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by . In the event the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve achieve a full termmajority vote on any issue, then the Chair shall appoint a replacement dispute resolution process set forth in Section 5.3 hereof will be followed with respect to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.such issue.

Steering Committee. A. CIFNAL/ICBFN shall be managed by a The TRAIL Steering Committee comprised is the principal body that shall consider and formulate the policies and procedures governing TRAIL in accordance with the recommendations of elected representatives from the membership. B. The Steering Committee is empowered to conduct the business of CIFNAL/ICBFN in accordance with the recommendations of the membershipTRAIL, including but not limited to; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFNTRAIL; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with otherassociations, similar government agencies, and other cooperative projects. C. The Steering Committee shall consist of at least five four (4) elected officers, Working Group Coordinators, additional representatives appointed from the membership, and ex officio members. The Steering Committee shall be comprised of CIFNAL/ICBFNnot fewer than eight (8) members. 1. Four representatives shall be elected to at-large positions on the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institution. 2. The Chair of CIFNAL/ICBFN TRAIL shall chair the Steering Committee. 32. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected appointed terms. 3. Additional members of the Steering Committee shall be appointed by the Chair as needed. 4. A representative of CRL shall serve as an ex officio non-voting member of the Steering Committee. D. An advisory group of scholars All elected and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio voting members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each voting member shall be accorded one vote. Ex officio , regardless of the number of elected/appointed positions held. E. Steering Committee members shall be non-voting members. F. Steering Committee Members shall generally serve threetwo-year terms, with appointments beginning immediately after the TRAIL Annual Meeting; re-election/re-appointment is permitted. Steering Committee member elections and appointments shall be staggered elections; re- election is permitted to ensure a measure of continuity within the Steering Committee each year. Individuals should serve on a Working Group for a minimum of one additional term. Elected members begin their term of office immediately following year before being considered for the annual membership meetingSteering Committee. G. F. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term (see V.B.4 for the special case involving the Vice-Chair/Chair- Elect). In the event the Chair is unable to serve a full term. Following this period, the replacement Chair-Elect shall fulfill the remainder of the Chair’s term. G. Any appointed or elected Steering Committee member may be eligible to stand for election according to removed from office by the terms Steering Committee whenever, in their judgment, he or she does not fulfill the duties of Section V.the office. Removal may be enacted by a majority vote of all Steering Committee members.

Steering Committee. A. CIFNAL/ICBFN shall be managed by a Sec. 1. The Steering Committee comprised consists of elected representatives from five members, of whom: • three members are appointed by ▇▇▇, • one member is appointed by IGL, • one member is appointed by The Association for Parallel Importers of Medicine. Lif acts as secretariat for the membershipSteering Committee. ▇▇▇ appoints a chairman of the Steering Committee for 2 years at a time. B. 2. Within the framework of the Agreement and ENLI's budget, the Steering Committee has the authority to make decisions on the following matters: • appointment of investigators, including the head of secretariat, and members of the Appeals Board, • changes to the rules, • changes to the case handling rules of ENLI, • changes to ENLI’s Penalties and Fees Regulation. In addition, the Steering Committee may discuss and coordinate any joint political or commu- nicative initiatives in relation to ENLI. 3. Decisions are made by simple majority unless otherwise stated in the Agreement. Each mem- ber of the Steering Committee has one vote. In the event of a tie, the Chairman has the casting vote. The Steering Committee is empowered quorum when four members are present. 4. For the adoption of amendments to conduct the business Rules, Code of CIFNAL/ICBFN in accordance with the recommendations Procedure for ENLI or ENLI's Penalties and Fees Regulations, which impose significant new restrictions, duties or expenses on affili- ated organizations or companies, or which discriminate against companies, subject to ENLI's jurisdiction, all five members of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL/ICBFN; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects. C. The Steering Committee shall consist be required to agree. Lif's members of at least five representatives of CIFNAL/ICBFN. 1. Four representatives shall be elected to at-large positions on the Steering Committee in accordance with the procedures in Section VIII. At least one representative shall be from a French or francophone institution. 2. The Chair of CIFNAL/ICBFN shall chair the Steering Committee. 3, regardless of the above, may at any time decide to change the Rules with effect for Lif's members, without this requiring the consent of the other members of the Steering Committee. Elected Coordinators Such changes apply only to IGL’s and the Association of standing Working Groups shall serve on Parallel Importers of Medicine’s Members if the respective members of the Steering Committee for IGL and the period Association of their elected termsParallel Importers of Medicine respectively agree. 45. A representative The Steering Committee may ask ▇▇▇▇’s case handling bodies to explain issues of CRL shall serve a principled nature such as an ex officio new interpretations of rules, ENLI's practice, etc. The Steering Committee may request ▇▇▇▇'s case processing bodies to get any doubt on interpretation clarified by the ▇▇▇- ish Medicines Agency if the agency is the right authority. Or by EFPIA, Medicines for Europe or IFPMA in the case of EFPIA, Medicines for Europe or IFPMA rules. The Steering Committee may request ▇▇▇▇’s case handling bodies to elaborate or specify guid- ance to the Rules where this is deemed to be lacking. 6. ENLI is obliged externally by signature of the chairman in conjunction with another member of the Steering Committee or in the chairman's absence by the secretariat manager’s signing in association with a member of the Steering Committee. D. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as non-academic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL/ICBFN, and shall serve as ex officio members of the Steering Committee. E. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex officio members shall be non-voting members. F. Steering Committee Members shall serve three-year terms, with staggered elections; re- election is permitted for one additional term. Elected members begin their term of office immediately following the annual membership meeting. G. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.