Common use of Steering Committee Clause in Contracts

Steering Committee. The Parties agree that three (3) top managers of each Party shall serve as members of a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Nokia Board and the Company Board. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Nokia Board and the Company Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The Nokia Board and the Company Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlock.

Steering Committee. The Parties agree that three (3) top managers of each Party shall serve as members of a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall work promptly and in good faith to take decisions relating to the products portfolio as set forth in Section 8.5 and address and resolve issues and contingencies relating to, inter alia, (i) the identification, prioritization and monitoring of deliverables assigned to each Party’s teams, (ii) the specifications, acceptance criteria and due dates for such deliverables, and (iii) resolving any potential disagreements relating to the Fee for Services in accordance with the principles agreed herein. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Nokia Board and Chairman of the Committee of Independent Directors by any top manager of the Company Boardwhich is a member of the Steering Committee. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Nokia Board Committee of Independent Directors and the Company Nokia Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The Nokia Board members of the Committee of Independent Directors and the Company Nokia Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Expert referred to in section 5.3.2 below and of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlock.

Steering Committee. 4.1. The Parties agree that three (3) top managers of each Party shall serve as members of set up a steering committee to supervise overall performance for the management of this Agreement by each the SP, which shall also serve as the Board of Parties Directors of the SP (the “"Steering Committee”"). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. 4.2. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date be composed of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior representatives consistent with the Board of Directors or that the Board of Directors may separately designtate from time to time as necessary. Each Party shall be entitled to replace its member(s) after informing the other Parties in writing. Each Party will appoint by written notice to the other Party the said representatives. The members shall be nominated by the Parties prior to the first Steering Committee Meeting. 4.3. All management decisions relating to the SP shall be taken unanimously by the Steering Committee. 4.4. As a general rule, the Steering Committee shall meet (in person and/or via phone or video conference) at least annually, unless agreed otherwise. Any Party who wishes to summon a Steering Committee meeting, shall give the other members of the Steering Committee at least five (5) calendar days' notice of meetings and shall also fix the date, time, place and agenda with the relevant data and documents to be approved, attached to the agenda. 4.5. At the meeting of the Steering Committee, other representatives of the Parties or legal counsels may be present without any delay a voting right, so that information is more complete and taking resolutions is more constructive, provided their attendance is communicated in advance. 4.6. One member appointed by the majority equity holder in SP shall serve as chairman of the Steering Committee. 4.7. Each member of the Steering Committee shall have one vote. 4.8. The resolutions of the Steering Committee shall be recorded in minutes and will be sent (by Email) to all members of the Steering Committee within one week. Such minutes shall be deemed to have been approved by the Steering Committee if there is no objections are raised within a quorumperiod of fourteen (14) calendar days after receipt thereof. 4.9. In urgent cases, a unanimous decision of the Steering Committee may also be reached by e-mail or fax initiated by the Chairman and, on the occasion of the following Steering Committee meeting, such decision shall be ratified and included in the minutes. 4.10. The members of the Steering Committee shall notify each other will not receive any remuneration, except as may otherwise be agreed in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Nokia Board and the Company Board. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Nokia Board and the Company Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The Nokia Board and the Company Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee DeadlockParties.

Steering Committee. The 5.1 Within *** (***) Business Days after the Effective Date, the Parties agree that three (3) top managers of each Party shall serve as members of will form a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by , which will oversee each Party’s conduct of its respective obligations under the Parties, Program and to serve as a forum for the three members of each Party shall be (i) Parties to discuss any issues that may arise under this Agreement during the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Term. 5.2 Each Party shall also appoint one deputy will designate at least *** (***) representatives for each of its members membership on the Steering Committee. The Parties Each Party may mutually agree upon replacements change *** or *** of such members its representatives to the Steering Committee at *** time. In addition, each Party may from time to time during the Term as appropriate. The and in its sole discretion include non-voting ad-hoc representatives to participate in Steering Committee shall meet whenever necessary and no less than once a month during meetings to address specific issues. A *** member will chair the Steering Committee. Each Party will have one (1) vote on each matter brought before the Steering Committee. 5.3 The first three (3) months following meeting of the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can will be convened face to face at any time a location agreed to by any member with five the Parties and will occur within *** (5***) Business Days prior notice to after the other Effective Date. Thereafter, the meetings will be held at least once every *** or more or less frequently as the Steering Committee members and without any delay if there is a quorummay agree. The location of such meetings will alternate between sites *** and ***, unless otherwise agreed upon by the Parties. Steering Committee meetings need not necessarily be face to face but, upon the agreement of the Parties, can be via other methods of communication such as teleconferences and/or videoconferences. Each Party will bear all expenses it incurs in regard to participating in all Steering Committee meetings, including, without limitation, traveling and living expenses. 5.4 Minutes of the Steering Committee will be prepared by the chair or his/her designee. Draft minutes shall be sent to all members of the Steering Committee shall notify each other in writing within *** (including by email or fax) at least five (5***) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such after each meeting. The meetings of the Steering Committee may draft minutes shall be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to edited by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all chair based on comments from the members of the Steering Committee (or, as and shall be distributed to the case may be, their respective deputies). No action may be taken at any members prior to the next meeting of the Steering Committee unless a quorum is presentCommittee. A quorum All records of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must at all times be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable available to the Nokia Board and the Company Board. both Parties. 5.5 The Steering Committee may appoint delegate its responsibilities to any one or more persons that are not subcommittees, each of which shall have an equal number of members from GSK and Eurand. Any disputes between the members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall any subcommittees will be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Nokia Board and the Company Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred submitted to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The Nokia Board and the Company Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary for resolution in order to assess the matters referred to it in the event of a Steering Committee Deadlockaccordance with Section 5.6.

Steering Committee. (a) A Steering Committee (STEERING COMMITTEE) shall be responsible for the day-to-day management of the Program. The Parties agree that three (3) top managers Steering Committee shall consist of each Party shall serve as four members, two members of a steering committee to supervise overall performance of this Agreement be appointed by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation NeoGenesis and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the CompanyOGS. Each Party shall also appoint one deputy for each party may with notice to the other substitute any of its members serving on the Steering Committee. The Parties may mutually agree upon replacements initial OGS members shall be [*] and [*] and the initial NeoGenesis members shall be [*] and [*]. Each member of such members the Steering Committee will have one vote and all decisions of the Steering Committee will [*]. (b) The Steering Committee shall be responsible for the management and conduct of the Program and shall in particular: (i) consider, review and amend the Program from time to time during in such manner as may be appropriate; (ii) monitor progress of the Term as appropriate. Program; (iii) report regularly to the management of both parties upon the progress of the Program; and (iv) be the initial medium for transfer of information between the parties. (c) The Steering Committee shall meet whenever necessary and hold meetings as mutually agreed by the parties (but in no event less than once a month quarterly during the first three (3Research Term) months following to review the execution date of this Agreement and no less than once quarterly thereafterProgram. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members first meeting of the Steering Committee shall notify each other be held within forty-five (45) days of the Effective Date and shall be held in Cambridge, MA. Thereafter, meetings may be held by telephone or video conference if requested by either party in writing to the other, PROVIDED THAT the parties shall meet in person at least two (including by email or fax2) times a year during the Research Term. The party hosting the meeting shall circulate an agenda at least five (5) Business Days ahead of the next Steering Committee meeting of the items business days prior to be included at the agenda of such a meeting. The Minutes of all meetings setting forth decisions of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable relative to the Nokia Board and the Company Board. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report Screening Process shall be prepared by the host party and circulated to both parties within fifteen (15) days after each meeting, but minutes shall not become official until approved by both parties (which approval the parties shall use reasonable efforts to give within thirty (30) days of receipt of such minutes). (d) The quorum for Steering Committee and meetings shall be transmitted to the Nokia Board two, provided that at least one member from each of NeoGenesis and the Company Board for information purposes on the implementation of this AgreementOGS is present. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to Disagreements among the Steering Committee during regarding the previous quarter and the solution Program will be resolved via good-faith discussions; PROVIDED, that has been decided and implemented, as the case may be. The Nokia Board and the Company Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockdisagreement that cannot be resolved within thirty (30) days after the date on which the disagreement arose, the matter shall be referred to between OGS's Chief Executive Officer and NeoGenesis's Chief Executive Officer or their respective designees. Thereafter, if any such disagreement is not resolved within sixty (60) days, then OGS shall have the right to make the final decision.

Steering Committee. ‌ 1. The Parties agree that three Members shall meet in the Steering Committee in person, by telephone or video conference in order to take decisions on the overall organisation and activities of the Consortium. 2. The Steering Committee shall consist of one representative per Member (3) top managers of each Party the representatives, proxies or substitutes shall serve as be possible and shall be communicated in writing or electronically to the Consortium Manager who shall promptly advise the other Steering Committee members of a steering committee to supervise overall performance the change. The representatives may be accompanied by external experts/consultants in meetings of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties Chairman is the representative of the Lead Registrant. In case of multiple Lead Registrants within the Consortium, the representatives shall jointly elect a Chairman for a term of [1 year or more] and may mutually agree upon replacements of such members from time elect a deputy Chairman. Each Member is entitled to time during one vote in the Term as appropriateSteering Committee. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members Decisions of the Steering Committee shall notify each other be taken by a simple majority of the voting representatives unless otherwise provided for in writing (including this Agreement. [Decisions can be taken by email or fax) the Steering Committee if at least five (5) Business Days ahead 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 Consortium Manager will be informed of the next Steering Committee meeting number of non-EU manufacturers being represented by the items 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 be included at the agenda of such meetingonly representative. The meetings Decisions of the Steering Committee may can equally be conducted on either adopted during a face-to-face meeting, a conference call or in writing, including email. 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 defined on a case by case basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (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) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon shall have all powers and make all decisions necessary to ensure that the unanimous written consent of all the members Purpose is achieved. The tasks of the Steering Committee (or, as may include inter alia the case may be, their respective deputies). No action may be taken at any meeting following: - Appointment of the Steering Committee unless a quorum is present. A quorum 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 Steering Committee shall consist of four (4) membersConsortium, including two (2) members (or their deputies) representing Nokia budgeting, funding collection and two (2) members (or their deputies) representing accountancy; - Decision on the Company. Any action by such quorum must be approved by a simple majorityappointment 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 vote development of at least one representative Joint Registration Dossier required for each specific Substance covered by the Consortium [or for the development of each Party. The members an application for Authorisation]; - Approval of the Steering Committee shall formalize in writing Joint Registration Dossier to be submitted jointly to the minutes Agency; - Coordination and supervision of activities of the last meeting for approval at Consortium Manager and the next meeting unless Lead Registrant(s); - Arbitration in cases of disagreement or disparities within the decision has been taken by unanimous written consent of all the members Technical Committee(s); - Adoption of the Steering technical decisions when there is no Technical Committee (or, as in place in the case may be, their respective deputies) as per the previous paragraphConsortium. 4. The minutes of the meetings, and the decisions, Meetings of the Steering Committee shall be provided convened as soon as reasonably practicable deemed necessary to review, on the basis of the technical and financial progress reports of the Consortium Manager and the progress relative to the Nokia Board work schedule and the Company Boardbudget. 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 Steering Committee may appoint one or more persons that are not members written proxy shall be presented to the Consortium Manager, before the meeting. 5. Extraordinary meetings of the Steering Committee as secretaries for each meetingwill 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 Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs Members of the Advisors Consortium shall be borne equally by have the Parties and opportunity on that occasion to consider their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Nokia Board and the Company Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The Nokia Board and the Company Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it participation in the event of a Steering Committee DeadlockConsortium based on documented reasons.

Steering Committee. The Parties agree that three (3) top managers of each Party shall serve as members of sales and marketing program for the Test will be managed by a steering committee to supervise overall performance having equal representation of this Agreement by each of Parties the parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall meet whenever necessary and no less than once a month during the first will include three (3) months following 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 execution date Steering Committee’s members of this Agreement and no less than once quarterly thereaftereither party. The Steering Committee can If an in-person meeting is impracticable, meetings may be convened at any time held by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorumvideoconference or teleconference. The When meetings are held in person, individual members of the Steering Committee shall notify each other may nonetheless participate by videoconference or teleconference. If unable to attend in writing (including person or by email videoconference or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. The meetings teleconference, an individual member of the Steering Committee may be conducted on either grant a face-to-face basis or via video or telephone conference call, whichever is mutually agreed proxy to by the Parties at least three (3) Business Days in advance another individual member of the scheduled Steering Committee in order to act on his or her behalf on any matter to be acted upon at any meeting of the Steering Committee. Other representatives of the parties may attend Steering Committee meetings as non-voting participants. At least one week prior to any meeting of the Steering Committee, the parties shall agree upon a proposed agenda of the matters to be discussed at such meeting. The parties shall agree, at the first meeting of the Steering Committee, upon procedures for maintaining meeting minutes. The Steering Committee may also act without 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 transaction of business. Each member of the Steering Committee shall 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 unanimous written consent of all Steering Committee. All decisions made by the Steering Committee shall require a majority vote by the members of the Steering Committee (orCommittee, as the case may be, their respective deputies)either in person or by proxy. No Any action may required or permitted to be taken at any meeting of the Steering Committee unless may be taken without a quorum meeting if the action is present*** Confidential material redacted and filed separately with the Commission. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action taken by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The all members of the Steering Committee shall formalize in writing Committee. Such action must be evidenced by one or more written consents describing the minutes of the last meeting for approval at the next meeting unless the decision has been action taken and signed by unanimous written consent of all the members each member of the Steering Committee (or, as Committee. In the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of event the Steering Committee shall is unable to achieve a majority vote on any issue, then the dispute resolution process set forth in Section 1.1 hereof will be provided as soon as reasonably practicable followed with respect to the Nokia Board and the Company Board. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Nokia Board and the Company Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The Nokia Board and the Company Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockissue.

Steering Committee. The Parties agree that three (3a) top managers Upon execution of each Party shall serve as members of the Prior Agreement, Cellegy and Licensee established a steering committee to supervise overall performance of this Agreement by each of Parties Steering Committee (the “Steering Committee”)) which shall have the responsibilities described in this Article 4. Unless otherwise agreed The Steering Committee shall 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 Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members Committee from time to time during the Term 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 whenever necessary and no less than once a month every quarter during the first three (3) months following year of the execution date term of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened thereafter at any time by any member with five (5) Business Days prior notice to the such other members and without any delay if there is a quorum. The members of times as the Steering Committee shall notify each other in writing may agree (including by email or fax) but at least five (5) Business Days ahead of one time each year), on such dates and at such places as to be agreed upon between the next Parties. Each representative on the Steering Committee meeting of will have one vote in decisions submitted to the items to be included at the agenda of such meetingSteering Committee. The meetings of the Steering Committee may be conducted on either held in person or in any other reasonable manner, including, without limitation, by telephone, video conference or e-mail. (b) [*] shall designate a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three Chairperson who will serve as such. The Chairperson shall send notices (3) Business Days not less than 15 business days in advance of the scheduled meetingsuch 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 also act without 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 meeting upon the unanimous written consent of all the members member of the Steering Committee (or, as Committee) to attend the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing record the minutes of the last meeting. Such minutes shall be circulated to the Parties promptly following the meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (orreview, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, comment and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Nokia Board and the Company Board. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Nokia Board and the Company Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The Nokia Board and the Company Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockapproval.

Steering Committee. (a) The Parties agree that three Research Program and the Development Program shall be conducted under the overall direction of the Steering Committee comprised of four (34) top managers members with two (2) appointed by Ligand and two (2) appointed by Lilly. The Steering Committee established by this Agreement shall be the same committee as the Steering Committee established by the Targretin Agreement. All actions of each Party the Steering Committee with respect to the activities contemplated by this Agreement shall serve as be governed by the terms of this Agreement. The initial members of a steering committee to supervise overall performance of this Agreement by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party Committee shall be (ia) the Group Chief Financial Officerfor Ligand, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia D. R▇▇▇▇▇▇▇ ▇▇▇ A. Negro-Vilar, and (iib) the Chief Executive Officerfor Lilly, the Chief Financial Officer and the General Counsel of the CompanyJ. H▇▇▇▇▇ ▇▇▇ J. C▇▇▇. Each Party shall also appoint one deputy for each of *** *** Either party may change its members representatives on the Steering CommitteeCommittee at any time by prior written notice to the other party. The Parties may mutually agree upon replacements party hosting the meeting of the Steering Committee shall prepare and deliver to the other party one week prior to the meeting the agenda for the meeting. The party hosting the meeting of the Steering Committee shall prepare and deliver to the other party within ten (10) days after the date of such members from time meeting, minutes of the meeting that set forth all decisions of the Steering Committee relating to time during the Term as appropriateResearch Program and the Development Program in form and content reasonably acceptable to the other party. Minutes shall be deemed approved unless any member of the *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. Steering Committee objects to the accuracy of such minutes in writing to the other party within ten (10) business days of receipt. If a party objects to the minutes and the objection is not resolved, the objection will be deemed a dispute and resolved pursuant to Section 2.5. (b) The purpose of the Steering Committee shall be to make key strategy, policy and resource decisions regarding the Research Program and the Development Program and to carry out its other responsibilities described in this Agreement. The Steering Committee shall meet whenever necessary at least once in each Calendar Quarter, at such times and no less than once a month during places as are agreed to by Ligand and Lilly, alternating between San Diego and Indianapolis, or such other locations as the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meetingagree. The meetings Meetings of the Steering Committee may be conducted on either a faceattended by such other directors, officers and employees of each party as such party deems necessary, and by such consultants and non-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance employee agents of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all each party as the members of the Steering Committee (ormay from time to time agree, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The but only members of the Steering Committee shall formalize in writing have the minutes of the last meeting for approval right to vote at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the such meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable to the Nokia Board and the Company Board. The Steering Committee may appoint one Committee, by unanimous consent, shall have the authority to amend or more persons that are not members waive compliance with the provisions of this Agreement relating to the scheduling and conduct of the Steering Committee as secretaries for each meeting. The Steering Committee may decide meetings of all committees established pursuant to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Nokia Board and the Company Board for information purposes on the implementation of this Agreement. Such quarterly report Any dispute regarding any such amendment or waiver shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred not be subject to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The Nokia Board and the Company Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes dispute resolution provisions of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee DeadlockSection 2.5.

Steering Committee. (a) A Steering Committee (Steering Committee) shall be responsible for the day-to-day management of the Program. The Parties agree that three (3) top managers Steering Committee shall consist of each Party shall serve as four members, two members of a steering committee to supervise overall performance of this Agreement be appointed by each of Parties (the “Steering Committee”). Unless otherwise agreed by the Parties, the three members of each Party shall be (i) the Group Chief Financial Officer, the Chief Innovation NeoGenesis and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the CompanyOGS. Each Party shall also appoint one deputy for each party may with notice to the other substitute. any of its members serving on the Steering Committee. The Parties may mutually agree upon replacements initial OGS members shall be P▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ and D▇ ▇▇▇▇▇ Scopes and the initial NeoGenesis members shall be S▇▇▇▇▇ ▇▇▇▇▇▇ and H▇▇ ▇▇▇▇. Each member of such members the Steering Committee will have one vote and all decisions of the Steering Committee will be by unanimous agreement. (b) The Steering Committee shall be responsible for the management and conduct of the Program and shall in particular: (i) consider, review and amend the Program from time to time during in such manner as may be appropriate; (ii) monitor progress of the Term as appropriate. Program; (iii) report regularly to the management of both parties upon the progress of the Program; and (iv) be the initial medium for transfer of information between the parties. (c) The Steering Committee shall meet whenever necessary and hold meetings as mutually agreed by the parties (but in no event less than once a month quarterly during the first three (3Research Term) months following to review the execution date of this Agreement and no less than once quarterly thereafterProgram. The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the other members and without any delay if there is a quorum. The members first meeting of the Steering Committee shall notify each other be held within forty-five (45) days of the Effective Date and shall be held in Cambridge, MA. Thereafter, meetings may be held by telephone or video conference if requested by either party in writing to the other, provided that the parties shall meet in person at least two (including by email or fax2) times a year during the Research Term. The party hosting the meeting shall circulate an agenda at least five (5) Business Days ahead of the next Steering Committee meeting of the items business days prior to be included at the agenda of such a meeting. The Minutes of all meetings setting forth decisions of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and the decisions, of the Steering Committee shall be provided as soon as reasonably practicable relative to the Nokia Board and the Company Board. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report Screening Process shall be prepared by the host party and circulated to both parties within fifteen (15) days after each meeting, but minutes shall not become official until approved by both parties (which approval the parties shall use reasonable efforts to give within thirty (30) days of receipt of such minutes). (d) The quorum for Steering Committee and meetings shall be transmitted to the Nokia Board two, provided that at least one member from each of NeoGenesis and the Company Board for information purposes on the implementation of this AgreementOGS is present. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation of any dispute referred to Disagreements among the Steering Committee during regarding the previous quarter and the solution Program will be resolved via good-faith discussions; provided, that has been decided and implemented, as the case may be. The Nokia Board and the Company Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlockdisagreement that cannot be resolved within thirty (30) days after the date on which the disagreement arose, the matter shall be referred to between OGS’s Chief Executive Officer and NeoGenesis’s Chief Executive Officer or their respective designees. Thereafter, if any such disagreement is not resolved within sixty (60) days, then OGS shall have the right to make the final decision.

Steering Committee. (a) The Parties agree parties shall, within twenty (20) Business Days after the Effective Date, establish a management team for the Joint Development Project that three shall include Three (3) top executives or managers of each Party shall serve as members of a steering committee party or its Affiliates designated by that party who have expertise and authority to supervise overall performance of this Agreement by each of Parties address the Joint Development Project’s research and development, regulatory, marketing, and Intellectual Property matters (the “Steering Committee”). Unless otherwise agreed by In accordance with the Partiesprovisions and objectives of this Agreement and the Joint Development Project Plan, the three members of each Party shall be Steering Committee shall: (i) determine the Group Chief Financial Officer, development strategy for the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and Joint Development Product; (ii) oversee, coordinate, and manage the Chief Executive Officer, parties’ activities under the Chief Financial Officer Joint Development Project; (iii) ensure communication between the parties concerning the status and the General Counsel results of the Company. Each Party shall also appoint one deputy for each of its members on Joint 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. The Parties may Committee otherwise determines is appropriate for the parties to achieve the Joint Development Project objectives; and (vi) perform such other functions as are appropriate to further the purposes of this Agreement as mutually agree upon replacements of such members from time to time during determined by the Term as appropriate. parties. (b) The Steering Committee shall meet whenever necessary and no as needed but not less than once a month each quarter during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafterTerm. The Steering Committee can meetings shall be convened 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 time by any member with five (5) Business Days prior Steering Committee meeting on written notice to the other members and without any delay if there is a quorum. The members of the Steering Committee shall notify each other in writing (including by email or fax) party at least five (5) Business Days ahead of 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 next other party at least one (1) Business Day before the Steering Committee meeting of that the items to be included at the agenda of such meeting. The meetings Representative will attend. (d) SCOA shall appoint one of the Steering Committee may members to act as the Steering Committee chairperson during the Term. (e) The Steering Committee chairperson shall be conducted on either 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 face-to-face basis or via video or telephone conference call, whichever is mutually agreed copy of the draft minutes to by the Parties at least three each Steering Committee member within fourteen (314) Business Days in advance 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 scheduled meetingdraft minutes. (f) Each Steering Committee member shall have one vote in any matter requiring the Steering Committee’s action or approval. All Steering Committee decisions shall be unanimous and no Steering Committee vote may be taken unless a majority of the Steering Committee members are present. The Steering Committee shall make all decisions and take other actions in good faith and with due care, after consideration of the information that is reasonably available to it, with the intention that the resulting decision or action shall: (i) not breach or conflict with any requirements or other provisions of this Agreement; and (ii) maintain or increase the likelihood that the parties will achieve the purposes and goals of the Joint Development Project, provided that, the Steering Committee is expressly prohibited from taking into account any interests of a party, or of any members of the Steering Committee, other than their respective interests in achieving the purposes and goals of the Joint Development Project. (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 also act without a meeting upon thereafter initiate the unanimous written consent of 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 (or“Rejected Product”), as NANX may develop such Rejected Product itself or in combination with one or more third parties and none of the case 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 belicense 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, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetingsno authority to, and the decisionsshall 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 the Steering Committee shall be provided as soon as reasonably practicable to the Nokia Board and the Company Board. The Steering Committee may appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may decide to appoint Advisors to assist the Steering Committee in performing its obligations. any party. (j) The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to keep each party fully informed of the work performed by such Advisors. The status of the Joint Development Project. (k) Each party shall bear all expenses of its respective Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access members related to all documents, books, data, other information and appropriate personnel during normal business hours and their participation on reasonable advance notice. The fees, expenses and costs of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Nokia Board and the Company Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed attendance at the Steering Committee, including a presentation of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The Nokia Board and the Company Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee Deadlock.

Steering Committee. The Parties agree that 5.1 Within thirty (30) days following the Effective Date the parties will establish the Steering Committee. 5.2 Without prejudice to clause 6.3, the membership of the Steering Committee will be comprised of three (3) top managers representatives of each Party shall serve as members of a steering committee to supervise overall performance of this Agreement by each of Parties (party, including the “Steering Committee”). Unless otherwise agreed by the Parties, the three members Project Managers of each Party shall be (i) the Group Chief Financial Officerparty. 5.3 Each party may, the Chief Innovation and Operating Officer and the Chief Legal Officer of Nokia and (ii) the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company. Each Party shall also appoint one deputy for each of its members on the Steering Committee. The Parties may mutually agree upon replacements of such members from time to time during time, replace those members appointed by it to the Term as appropriate. The Steering Committee shall meet whenever necessary at will and no less than once a month during the first three (3) months following the execution date of this Agreement and no less than once quarterly thereafter. The Steering Committee can be convened at any time by any member with five (5) Business Days prior upon notice to the other members and without any delay if there is party. 5.4 The parties, beginning with Protherics, will take turns to appoint, on each occasion for a quorum. The members one-year term, a member of the Steering Committee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead as chairman of the next Steering Committee Committee, the first appointment to take effect from the first meeting of the items to be included at Steering Committee; and the agenda of such meeting. The meetings party which does not appoint the then appointed chairman of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference callshall, whichever is mutually agreed to by at the Parties at least three (3) Business Days in advance same time, appoint the secretary of the scheduled meetingSteering Committee, for such one-year term, from amongst its other members. The Should any chairman or secretary of the Steering Committee may also act without cease to be a meeting upon member of the unanimous written consent Steering Committee, the party which appointed him/her as chairman or secretary, as applicable, shall appoint another member thereof to such position from his/her ceasing to be a member until the end of all what would have been his/her term. 5.5 Each party will ensure that the members of the Steering Committee (orappointed by it, and present on the Steering Committee, are at all times suitably skilled, willing, available and qualified to undertake their roles as members thereof, as such roles may change over time, and will remove from the case may beSteering Committee, their respective deputies). No action and promptly replace, any of them who is not, or otherwise provide them with such training or other assistance as may be taken at any meeting required such that they are so skilled, willing, available and qualified as soon as reasonably practicable. 5.6 Notwithstanding clause 5.5, if the members of the Steering Committee unless a quorum is present. A quorum reasonably object to the inclusion in the membership of the Steering Committee of any person, they may remove him with immediate effect if a majority of the members decide that he/she should be removed and they first give their reasons for that decision to the parties. 5.7 The Steering Committee will be responsible for overseeing the general working relationships under this agreement and the Joint Project Team. In particular, the responsibilities of the Steering Committee will include: (a) resolving disputes arising from the Joint Project Team; (b) appointing additional committees and/or working groups from time to time as may be agreed by the Steering Committee as necessary to facilitate the Development Programme; (c) maintaining a good working relationship between the parties; (d) overseeing the operation of the Escrow Account in accordance with clause 3; (e) agreeing the terms of the Development Programme, and any amendments to the Development Programme; (f) agreeing the budget for the Development Programme and any amendments to it which will, or may, increase the total cost of the Development Programme by more than £100,000; and (g) any other matters which this agreement requires to be resolved or managed by the Steering Committee, but, for the avoidance of doubt, the Steering Committee shall consist not be entitled to amend this agreement. 5.8 The Steering Committee will meet where and when it determines, provided that: (a) each of four (4) its meetings will be at a location reasonably accessible to all its members, including two which will alternate with each meeting between the United Kingdom and Spain; (2b) its members will be entitled to attend its meetings by telephone and that suitable telephone facilities are present at its meetings to enable this; (c) it will meet no less than once every six (6) months, the first meeting to be within three (3) months of the Effective Date, and otherwise within a reasonable time to determine any matter referred to it; and (d) it will meet on no less than one week’s notice to all its members sent to each member in such manner as he/she may have reasonably specified or their deputies) representing Nokia otherwise by fax or first class post (and two (2) members (or their deputies) representing for the Company. Any action by such quorum must be approved by a simple majoritypurposes of this clause 5 the provisions of clause 22 will apply mutadis mutandis). 5.9 The Steering Committee will determine its own quorum, including the vote of provided that this will always include at least one representative of each Party. of Protherics and Advancell. 5.10 The members Steering Committee will discharge its functions in such manner as it reasonably sees fit. 5.11 The Steering Committee will only decide any matter if quorate and, if any member of the Steering Committee shall formalize in writing the minutes wishes any decision to be voted upon, each of the last meeting for approval at the next meeting unless the decision has been taken by unanimous written consent of all the its members will have one vote. 5.12 If any vote of the Steering Committee is tied, whichever of its then chairman and secretary has been appointed by Protherics shall have the casting vote, provided that such casting vote: (or, as a) is exercised to further the case may be, their respective deputies) as per the previous paragraph. The minutes objectives of the meetingsDevelopment Programme; (b) does not change the budget of the Development Programme; and (c) does not require either party to incur expenditure additional to any as has previously been agreed (by the parties, the Joint Project Team or the Steering Committee), and if, because of such proviso, any vote remains tied notwithstanding this clause 5.12, the decisionsvote shall be deemed not to have passed, and any purported casting vote cast contrary to such proviso shall be void. 5.13 If any vote of the Steering Committee concerning agreeing the terms of the Development Programme, or any amendment to the Development Programme, is tied, the matter shall be provided resolved as soon follows: (a) the matter shall, from the time of such vote, be referred to the Chief Executive Officer for the time being of Protherics and the President for the time being of Advancell, who may decide the matter on behalf of the parties; (b) if the matter is not so decided within a period of ten (10) Business Days, either such person may require it to be referred to a third party expert in matters of that nature agreed between them and: (i) the parties which they represent shall use their reasonable endeavours to procure that such persons agree the identity of such expert as quickly as reasonably practicable; (ii) the parties shall afford such expert all reasonable assistance in deciding the matter, and shall use their reasonable endeavours to procure that he decides it as quickly as practicable and with the intention of furthering the objective of the parties set out in the recitals; (iii) such expert’s decision shall be binding on the parties and the parties shall procure that he records it, together with his reasons for reaching it, and delivers such record to the Nokia Board and parties as quickly as reasonably practicable; and (iv) the Company Board. parties shall share equally the costs of such expert. 5.14 The Steering Committee may appoint one or more persons that are not members secretary of the Steering Committee as secretaries for each meeting. The Steering Committee may decide will oversee its compliance with clauses 5.8 to appoint Advisors 5.13, and such compliance will be the responsibility of the party which appointed to assist the Steering Committee in performing the member who is its obligations. secretary. 5.15 The Steering Committee shall ensure that both Parties secretary will minute all actions and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs decisions of the Advisors shall be borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to the Nokia Board and the Company Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, including a presentation and provide copies of any dispute referred to the Steering Committee during the previous quarter and the solution that has been decided and implemented, as the case may be. The Nokia Board and the Company Board may have access, at any time (whether or not there is a Steering Committee Deadlock), to all the minutes to its members within seven (7) days of the meetingsrelevant meeting (and for these purposes the provisions of clause 22 will apply mutadis mutandis; provided that minutes may also be provided by email to such relevant address as are provided in advance, in which case they will be deemed to be received upon sending). 5.16 Minutes of the actions and the decisions, decisions of the Steering Committee and more generally, to any information, data or documents, including audit report, work product will not be considered definitive until signed by the Chairman of the Advisors appointed by the Steering Committee reasonably required to assess with the fairness approval of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be necessary in order to assess the matters referred to it in the event of a Steering Committee DeadlockCommittee.