Common use of Steering Committee Clause in Contracts

Steering Committee. 6.1 Upon execution of this Agreement, the Parties shall set up a Steering Committee (hereinafter: the "Steering Committee") composed of the following three (3) members (1 representative appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] shall be the chairman of the Steering Committee. The Steering Committee shall 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 [**]. Any Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 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. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the 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, setting forth the action so taken, is signed by all members of the Steering Committee. 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 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. Similar arrangements will be implemented for phase 2.

Steering Committee. 6.1 Upon execution of this Agreement, the 3.1.1 The Parties shall set up a Steering Committee establish an overall steering committee, which shall be comprised of six (hereinafter: the "Steering Committee"6) composed of the following members, including three (3) members (1 representative appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative Weichai and three (3) members appointed by [**] PSI (the “Steering Committee”). The chairmanship of the Steering Committee shall rotate between Weichai and PSI every two (2) years, with the chairman for the Steering Committee for the first two (2) years shall be the representative of Weichai. Where one Party appoints the chairman, the other Party shall have the right to appoint vice-chairman. Each Party, in its sole discretion, would be permitted to change its own Steering Committee members by providing written notice to the other Party. 3.1.2 The Steering Committee would meet at least once quarterly or as otherwise deemed necessary. Either the chairman or vice-chairman of the Steering Committee may call ad hoc Steering Committee meetings upon at least ten (10) Business Days prior written notice if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting. The chairman shall provide to give each member of the Steering Committee (by email or otherwise) notice and the agenda for each meeting at least five (5) Business Days prior to such meeting. 3.1.3 The location for in-person meetings would alternate between Weichai (or Weichai US if appropriate) and PSI host facilities. Alternatively, the Steering Committee, at its discretion, could conduct these meeting via telephone or video conference, as long as each participating Steering Committee member can hear and be heard by each other participating members. Each Party will be responsible for its own expenses relating to such meetings. 3.1.4 A quorum for the meeting shall consist of at least four (4) members of the Steering Committee. If a Steering Committee member is not present at two consecutive meetings and/or adjournments of meetings, at the next meeting or adjournment thereof, the presence of such Steering Committee member shall not be required for a quorum and such Steering Committee member shall be deemed to be in attendance of such meeting for the purposes of meeting the quorum requirement. 3.1.5 In general, the functions of the Steering Committee would be to provide strategic direction to and make decisions on the proposals made by the sub-committees as further elaborate below and make informed decisions regarding the direction, management and implementation of the Collaboration Projects. The Steering Committee shall directly report to the Board of each Party. The Steering Committee shall have ultimate the 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 [**]. Any Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 The meetings will be held alternately responsibility 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. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the 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, setting forth the action so taken, is signed by all members of the Steering Committee. 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 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 relation to the Parties. All ’ cooperation activities under the important decisions taken during a meeting shall be recorded and signed upon at Strategic Collaboration, in particular but without limitation: a. determining the end kick-off of the meeting. 6.8 Relations with French media will be managed by ▇▇▇ as per the decision taken by the Steering Committee. Similar arrangements will be implemented for phase 2.Collaboration Projects;

Steering Committee. 6.1 Upon execution of this Agreement, the The Parties shall set up establish a Steering Committee steering committee which will be responsible for overseeing the Development Plan, including without limitation (hereinafter: i) the "monitoring of progress against the Development Plan, (ii) the oversight of any clinical studies to be performed pursuant to the Development Plan, (iii) the review and approval of amendments to the Development Plan, and (iv) regulatory developments relating to any Product (“Steering Committee") composed of the following three (3) members (1 representative appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] shall be the chairman of the Steering Committee”). The Steering Committee shall have ultimate overall control will be comprised of two (2) representatives from Actavis and decision-making powers with regard to the activities under Phase 1 of this Agreementtwo (2) representatives from Merrimack. A Each 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 [**]. Any Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 The meetings will be held alternately in Madrid and Paris (at the head-offices replace any of IBERENOVA and ▇▇▇) or at such other place as may be agreed from time to time by the Parties. The presence of all its representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 Party. Neither Party may designate a non-employee to be an employee a representative. The Steering Committee will make decisions by unanimous consent with each Party having one vote. In making decisions, the Steering Committee will consider the interests of both Parties and will act in good faith in the interest of the appointing Party or of Development Plan and the Product. In the event the Parties fail to agree upon any company of its group companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of matter before the Steering Committee. Any action required , such matter would be escalated to Actavis’ President of Global Generics (or permitted his designee) and Merrimack’s President, Merrimack Healthcare Solutions (or his designee) for resolution by mutual agreement; provided that, if such matter is an intellectual property matter related to whether the Finished Product or the process by which it is to be taken at made would infringe the rights of a meeting of the Steering Committee may be taken without Third Party or a meeting if a written consent, setting forth the action so taken, is signed by all members of the Steering Committee. 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 regulatory matter related to the budget; - engagement Finished Product or any Additional Product (excluding the Bulk Product contained therein) and termination of any external accountants, engineers, environmental consultants, financial advisors or legal counsel and all other external advisors providing services for such officers are not able to resolve 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 days after such escalation, Actavis shall have final decision making authority with respect to such matter; provided such determination does not adversely affect Merrimack’s manufacture of the first meeting at which Bulk Product; and provided further that neither the Steering Committee failed nor such officers shall have the right to reach agreementamend this Agreement or modify the Parties’ rights and obligations hereunder. At this second meeting, the The Steering Committee shall apply all possible means to resolve the disagreement. 6.7 All decisions taken during a meeting will meet every [**] months, or more or less frequently as reasonably agreed by the Steering Committee shall be recorded Parties. Meetings will occur in minutesperson, via teleconference or videoconference, or otherwise, as reasonably agreed by the Parties. Minutes of An Actavis representative will act as the meetings chairperson of the Steering Committee shall and will be drafted in English by the Chairman and a draft shall responsible for taking minutes of each meeting. Such minutes will be sent circulated to the Parties entire committee within [**] working business days of the after each committee meeting. The minutes shall be deemed approved by the Parties , and comments, 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 any, will be managed by ▇▇▇ as per promptly provided. If the decision taken by committee members cannot agree on the Steering Committee. Similar arrangements minutes, the chairperson will have authority to finalize the minutes and the other committee members will have the right to note their specific objections, which will be implemented for phase 2included in the minutes.

Steering Committee. 6.1 (a) Upon execution of this Agreement, the Parties Cellegy and Licensee shall set up establish a Steering Committee (hereinafter: the "“Steering Committee"”) composed which shall have the responsibilities described in this Article 4. The Steering Committee shall be initially comprised of the following a total of six (6) members, of which three (3) members (1 representative shall be appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative 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 chairman 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 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 this Agreement or as soon as practicable as mutually agreed by the Parties. Each representative on the Steering Committee will have one vote in decisions submitted to the Steering Committee. The Steering Committee shall 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 [**]. Any Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 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. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the Steering Committee. Any action required or permitted to be taken at a meeting of the Steering Committee may be taken held in person or in any other reasonable manner, including, without limitation, by telephone, video conference or e-mail. (b) [*] shall designate a Chairperson who will serve as 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 if in person each year. The Party hosting any Steering Committee meeting shall appoint one person (who need not be a written consent, setting forth the action so taken, is signed by all members member of the Steering Committee. 6.5 The Steering Committee shall be responsible for ) to attend the following activities: - reviewing, modifying meeting and approving record 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 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 minutes of the meeting. The Such minutes shall be deemed approved by circulated to the Parties if no promptly following the meeting for review, 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 meetingapproval. 6.8 Relations with French media will be managed by ▇▇▇ as per the decision taken by the Steering Committee. Similar arrangements will be implemented for phase 2.

Steering Committee. 6.1 Upon execution The sales and marketing program for the Test will be managed by a steering committee having equal representation of this Agreement, the Parties shall set up a parties (the “Steering Committee”). The Steering Committee (hereinafter: the "Steering Committee") composed of the following will include three (3) members (1 representative appointed by from each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] shall be the chairman of the Steering Committee. The Steering Committee shall have ultimate overall control party and decisionwill meet in-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 person at least [**]. Any Party shall have the right to submit a proposal for consideration quarterly while more frequent meetings or teleconferences will be held anytime they are needed and requested by the Steering Committee. 6.3 The ’s members of either party. If an in-person meeting is impracticable, meetings will may be held alternately by videoconference or teleconference. When meetings are held 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. The presence of all representatives person, individual members of the Parties shall Steering Committee may nonetheless participate by videoconference or teleconference. If unable to attend in person or by videoconference or teleconference, an individual member of the Steering Committee may grant a proxy to another individual member of the Steering Committee in order to act on his or her behalf on any matter to be required to constitute a quorum for acted upon at any meeting of the Steering Committee. Each Party shall use its reasonable efforts Other representatives of the parties may attend Steering Committee meetings as non-voting participants. At least one week prior to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 , the parties shall agree upon a proposed agenda of the matters to be discussed at such meeting. The Parties intend parties shall agree, at the first meeting of 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 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 Steering Committee. All decisions made by the Steering Committee shall require a majority vote by the members of the Steering Committee shall attend the meetings of the Steering Committee in personCommittee, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 either in person at such meeting. Each Party may also designate or 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the Steering Committeeproxy. Any action required or permitted to be taken at a any meeting of the Steering Committee may be taken without a meeting if a written consent, setting forth the action so taken, is signed taken by all members of the Steering Committee. 6.5 The Steering Committee shall . Such action must be responsible for evidenced by one or more written consents describing the following activities: - reviewing, modifying action taken 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 signed by each member of the Steering Committee shall be made by unanimous approval of Committee. In the representatives of the Parties (principle of consensus), it being understood that the representative of each Party shall have one (1) vote. If event the Steering Committee is unable to reach agreement achieve a majority vote on any matter within its competenceissue, at then 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 decisions taken during a meeting by the Steering Committee shall be recorded dispute resolution process set forth 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 Section 5.3 hereof will be managed by ▇▇▇ as per the decision taken by the Steering Committee. Similar arrangements will be implemented for phase 2followed with respect to such issue.

Steering Committee. 6.1 Upon execution of this Agreement, the Parties shall set up a (a) A Steering Committee (hereinafter: STEERING COMMITTEE) shall be responsible for the "Steering Committee") composed oversight of the following three (3) day-to-day management of the Program. The Steering Committee shall consist of four members, two members (1 representative to be appointed by each Party): of NeoGenesis and Aventis. Each party may, with notice to the other, substitute any of its members serving on the Steering Committee. The initial Aventis members shall be ▇▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the initial NeoGenesis members shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇. Aventis shall have the chairman right to appoint one of its members to be the chairperson of the Steering Committee. The Steering Committee shall 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*=CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 6.2 The Steering Committee shall meet as often as necessary, but at least [**]. Any Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 The meetings will be held alternately in Madrid and Paris (at the head-offices of IBERENOVA and ▇▇▇b) or at such other place as may be agreed from time to time by the Parties. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the 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, setting forth the action so taken, is signed by all members of the Steering Committee. 6.5 The Steering Committee shall be responsible for the following activitiesmanagement and conduct of the Program and shall in particular: - reviewing(i) consider, modifying review and approving amend the budget for all costs and expenses Program from time to time in such manner as may be incurred in accordance with clause 5 in connection with appropriate; (ii) monitor progress of the ProjectProgram; - monitoring Project progress and adherence (iii) report regularly to the budget; - engagement and termination management of any external accountants, engineers, environmental consultants, financial advisors or legal counsel and all other external advisors providing services for both parties upon the Project; - approving the distribution or payment of any amount to any Party except pursuant to the approved budget; - approving the selection progress of the site whereon Power Station may Program; and (iv) be installed; - analysis the initial medium for transfer of information between 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;parties. 6.6 Decisions of the (c) The Steering Committee shall be made hold meetings as mutually agreed by unanimous approval of the representatives of parties (but in no event less than four (4) times during the Parties (principle of consensus), it being understood that Screening Period) to review the representative of each Party shall have one (1) voteProgram. If the Steering Committee is unable to reach agreement on any matter within its competence, at the request of either Party, a second The first meeting of the Steering Committee shall be convened to held within forty-five (45) days of the Effective Date and shall be held within [**] weeks from in Cambridge, MA. Thereafter, meetings may be held by telephone or video conference if requested by either party in writing to the date of other, PROVIDED that the first meeting parties shall meet in person at which least two (2) times during the Steering Committee failed to reach agreementScreening Period. At this second meeting, the Steering Committee shall apply all possible means to resolve the disagreement. 6.7 All decisions taken during a meeting by the Steering Committee shall be recorded in minutes. Draft Minutes of the all meetings setting forth decisions of the Steering Committee relative to the Screening Process shall be drafted in English prepared by the Chairman, or his designate and circulated by the Chairman and a draft 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 meetings shall be sent to the Parties within [**] working days two, provided there is at least one member from each of the meetingNeoGenesis and Aventis present. The minutes Aventis and NeoGenesis 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 each have one vote 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. Similar arrangements The Steering Committee will render decisions by unanimous vote. Disagreements among the Steering Committee regarding the Program will be implemented resolved via good-faith discussions; PROVIDED, that in the event of a disagreement that cannot be resolved within fifteen (15) days after the date on which the disagreement arose, the matter shall be referred to Aventis' Head of Drug Innovation and Approval for phase 2France and NeoGenesis' Chief Executive Officer or their respective designees. Thereafter, if any such disagreement is not resolved within thirty (30) days, then Aventis will have the right to make the final decision.

Steering Committee. 6.1 Upon execution of this Agreement, the Parties shall set up a (a) A Steering Committee (hereinafter: the "Steering Committee"STEERING COMMITTEE) composed shall be responsible for oversight of the following three Program. The Steering Committee shall consist of four (34) members, two (2) members (1 representative to be appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] shall be of NeoGenesis and Tularik, except as otherwise provided in Section 4A.7. Each party may, with notice to the chairman other, substitute any of its members serving on the Steering Committee. The Steering Committee initial Tularik members shall 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 [*] and [*] and the initial NeoGenesis members shall be [*] and [*]. Any Party Tularik shall have the right to submit a proposal for consideration by appoint one of its members to be the Steering Committee. 6.3 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. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting chairperson of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the 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, setting forth the action so taken, is signed by all members of the Steering Committee. 6.5 (b) The Steering Committee shall be responsible for the following activities: - reviewing, modifying management 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 conduct of the site whereon Power Station Program and shall in particular: (i) consider, review and amend ATTACHMENT A from time to time in such manner as may be installedappropriate; - analysis of the conclusions of the Feasibility Studies and recommendation to the Parties as to the possible implementation of the Project; - deciding PROVIDED, 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 may not amend ATTACHMENT A in a manner that would conflict with the time period for designating Designated Screening Compounds specified in Section 2.8 or the time period for designating Designated Shared Compounds specified in Section 4A.1 or the obligations specified in the last sentence of Section 2.5(b), in each case without the prior written agreement of both Tularik and NeoGenesis; (ii) monitor progress of the representatives Program; (iii) report regularly to the management of both parties upon the progress of the Parties Program; (principle iv) be the conduit for transfer of consensus), it being understood that information between the representative of each Party shall have one parties; and (1v) vote. If the conduct such other activities as set forth in Section 4A. (c) The Steering Committee is unable shall hold meetings as mutually agreed by the parties (but in no event less than eight (8) times during the term of the Screening Program if the parties enter into the Expanded Collaboration, unless mutually agreed by the parties) to reach agreement on any matter within its competence, at review the request of either Party, a second Program. The first meeting of the Steering Committee shall be convened to held within forty five (45) days of the Effective Date and shall be held within [**] weeks from in Cambridge, Massachusetts. Thereafter, meetings may be held by telephone or video conference, PROVIDED THAT the date of parties shall meet in person at least two (2) times during 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 decisions taken during a meeting by the Steering Committee shall be recorded in minutesScreening Program. Minutes of the all meetings setting forth decisions of the Steering Committee relative to the Program shall be drafted in English prepared by the Chairman host party and a draft circulated to both parties within twenty five (25) 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). * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. (d) The quorum for Steering Committee meetings shall be sent to the Parties within two (2) members, provided there is at least one member from each of NeoGenesis and Tularik present. The Steering Committee will render decisions [**] working ]. Disagreements among the Steering Committee regarding the Program will be resolved via good-faith discussions; PROVIDED, that in the event of a disagreement that cannot be resolved within thirty (30) days of after the meeting. The minutes date on which the disagreement arose, the matter shall be deemed approved by referred to Tularik's Chief Executive Officer and NeoGenesis's Chief Executive Officer or their respective designees. Thereafter, if any such disagreement is not resolved within forty five (45) days, then Tularik will have the Parties if no comment right to make the final decision, unless it is made within otherwise expressly provided in Section 4A that a particular decision [**] 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. Similar arrangements will be implemented for phase 2.

Steering Committee. 6.1 Upon execution of this Agreement, the 5.1. The Parties shall set up a Steering Committee steering committee for the management of the JV, which shall also serve as the Board of Directors of the JV Entity (hereinafter: the "“Steering Committee") composed of the following three (3) members (1 representative appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] shall be the chairman of the Steering Committee”). 5.2. The Steering Committee shall have ultimate overall control and decision-making powers with regard to the activities under Phase 1 be composed of this Agreement. A Party may change its representative or designate an alternate a total of five (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 [**]. Any 5) members: Each Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 The meetings will be held alternately in Madrid appoint and Paris replace two (at the head-offices of IBERENOVA and ▇▇▇2) or at such other place as may be agreed from time to time by the Parties. The presence of all representatives of the Parties members, which shall be required fully authorized by such Party to constitute a quorum for any meeting of the Steering Committeeact and decide on its behalf and one (1) member shall be an independent industry expert to be appointed and replaced by Orgenesis. Each Party shall use be entitled to replace its reasonable efforts to ensure members after informing the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee other Party in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 meetingwriting. Each Party may also designate will appoint by written notice to the other Parties an alternate representative, who will need the said members. The members shall be appointed by the Parties prior to the first Steering Committee meeting. 5.3. All decisions shall be an employee taken by the majority of the appointing Party or of any company of its group companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the 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, setting forth the action so taken, is signed by all members of the Steering Committee. 6.5 5.4. The Steering Committee Parties shall be responsible for the following activities: - reviewing, modifying and approving the budget for all costs and expenses deemed to be incurred in accordance with clause 5 in connection with the Project; - monitoring Project progress and adherence have delegated 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 members of the Steering Committee full authority to represent and bind the Parties in regard to all of their respective responsibilities regarding the JV Entity and/or the Project. 5.5. The Steering Committee, as the supreme and highest decision-making body of the JV, shall take all major decisions on any matter concerning the performance of the Project. 5.6. As a general rule, the Steering Committee shall meet (in person and/or via phone or video conference) at least once in every two (2) months, 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) business day's prior written notice of such meeting. Such notice shall set the date, time, place and agenda of the meeting and shall be made accompanied by unanimous approval the relevant data and documents to be approved in such meeting. 5.7. At the meeting of the Steering Committee other representatives of the Parties and/or their legal counsel may be present without a voting right, so that information is more complete and taking resolutions is more constructive, provided their attendance is communicated in advance or reasonable. 5.8. Unless Agreed otherwise by the Parties, one member appointed by Orgenesis shall serve as chairman of the Steering Committee (principle “Chairman”). 5.9. Each member of consensus), it being understood that the representative of each Party shall have Steering Committee has 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 decisions taken during a meeting by 5.10. The resolutions of the Steering Committee shall be recorded in minutes. Minutes of the meetings minutes and will be sent (by email) to all members 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 one (1) week following the meeting. The Such minutes shall be deemed to have been approved by the Parties Steering Committee if no comment is made objections are raised within [**] working a period of fourteen (14) calendar days from the sending after receipt thereof. 5.11. In urgent cases, a unanimous decision of the draft Steering Committee may also be reached by e-mail and on the occasion of the following Steering Committee meeting such decision shall be ratified and included in the minutes; 5.12. The members of the Steering Committee will not receive any remuneration, except as may otherwise be agreed in writing by the Parties. 5.13. If the JV Entity is consolidated into another entity, then the new Board of Directors will be according to the Parties. All the important decisions taken during a meeting shall be recorded and signed upon at the end of the meetingshareholders' holding ratio. 6.8 Relations with French media will be managed by ▇▇▇ as per the decision taken by the Steering Committee. Similar arrangements will be implemented for phase 2.

Steering Committee. 6.1 Upon execution of this Agreement, the Parties shall set up a. The parties agree to work together through a Steering Committee (hereinafter: that will make Project policy decisions, coordinate the "activities of the parties, and otherwise ensure the completion of the Project. b. The Steering Committee") composed Committee will consist of one designated representative and one alternate member from each of the following three (3) members (1 representative appointed by each Party): ▇▇▇ representativeparties: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] the Cities of Springfield, Holyoke and Northampton, the Town of Amherst, Pioneer Valley Planning Commission and University of Massachusetts Amherst. Each signatory shall have one voting member, which shall be the chairman designated representative, or in the absence of the designated representative, the alternate member. The alternate member can be delegated to act on behalf of the designated representative if needed (e.g. the Mayor or his/her representative). Each party with a designated representative will have the right to change its designated representative upon five (5) days written notice to the parties. c. The participating communities and other signatories will each establish their own internal decision making processes for managing their components of the bike share project, and decisions will be made collaboratively with all relevant stakeholders. d. The Steering Committee shall hold such meetings as it deems necessary, which may be called at any reasonable time by any designated representative. Meetings may be in person, by teleconference or a combination. Any party may attend a meeting, but decisions shall be made by designated representatives or their alternates in accordance with Section 3b. e. The goal of the Steering CommitteeCommittee will be to strive to reach decisions by consensus (i.e. a unanimous vote of all designated representatives), with each of the designated representatives being entitled to one vote. An absent designated representative may vote by giving a written proxy to another designated representative. The Steering Committee shall have ultimate overall control and decision-making powers with regard endeavor in good faith to the activities under Phase 1 of this Agreementreach consensus in resolving all matters. A Party may change its representative or designate an alternate (who will need to If a consensus cannot be an employee of the appointing Party or of any company of its group of companies subject to the confidentiality obligations provided herein)reached, subject to give prior written notice to the other Parties. 6.2 The Steering Committee shall meet as often as necessary, but at least [**]. Any Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 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. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the Steering Committee may participate in reach decisions by a meeting 2/3 majority vote 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the 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, setting forth the action so taken, is signed by all members of the Steering Committeepresent. 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 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. Similar arrangements will be implemented for phase 2.

Steering Committee. 6.1 Upon execution of this Agreement(a) Promptly after the Effective Date, the Parties shall set up form a Steering Committee steering committee (hereinafter: the "“Steering Committee"”) composed to which CELTIC shall have the right to designate such number of representatives as CELTIC deems appropriate from time to time and NTI shall have the following three right to designate two (32) members (1 representative appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] representatives. CELTIC’s representatives shall include one or more of its managing partners from time to time and NTI’s representatives shall be its chief executive officer and such other representative as it deems fit from time to time. CELTIC shall designate the chairman Chairman of the Steering Committee. The Steering Committee shall have ultimate overall control and decision-making powers with regard Subject 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 foregoing, the appointing Party or respective individual representatives of any company of its group of companies subject Party 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 [**]. Any Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 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. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the Steering Committee. Any action required or permitted to be taken at a meeting of the Steering Committee may be taken without removed and replaced from time to time at the discretion of such Party by sending written notice of such action to the other Party. Each representative of NTI and CELTIC shall have one (1) vote to cast in matters coming to a meeting if a written consent, setting forth the action so taken, is signed by all members of vote before the Steering Committee. 6.5 The Steering Committee shall be responsible for the following activities: - reviewing. Except as provided in Section 2.11, 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 decisions of the Steering Committee shall be made by unanimous approval majority vote of the representatives of on the Parties (principle of consensus), it being understood Steering Committee. In the event an issue arises that the representative of each Party shall have one (1) vote. If the Steering Committee is unable cannot resolve by majority vote, the Chairman shall cast an additional tie-breaking vote; provided, however, that no such vote shall require NTI to reach agreement on any matter within its competencespend money or devote human resources above those committed herein, without NTI’s express written approval. (b) The Steering Committee shall meet once per Calendar Quarter, or at such other intervals as the Steering Committee may decide, at such times and at such locations as shall be decided by the request Steering Committee, provided such meetings shall be held only outside of either Party, a second the territories of the United States or the United Kingdom. Meetings may be held in person or via teleconference. At least fifteen (15) business days prior to each regularly scheduled 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 meetingCommittee, the Steering Committee shall apply all possible means cause a written report to resolve be submitted to the disagreement. 6.7 All decisions taken during Parties concerning the progress of any Collaboration Work, such report to include a summary of (i) progress achieved since the previous meeting; (ii) critical issues or problems encountered or anticipated; and (iii) a statement of goals for the scheduled activities. CELTIC shall provide an agenda and minutes of each meeting by of the Steering Committee. Minutes shall be deemed approved unless NTI objects to the accuracy of such minutes within ten (10) days of its receipt thereof. The parties agree that the Steering Committee shall be recorded in minutes. Minutes meet and otherwise exercise its functions and duties only outside of the meetings territories of the United States or the United Kingdom and their respective territories. (c) Notwithstanding any of the foregoing, until the earlier of: (x) FDA approval of the First Indication, (y) the third anniversary of the Effective Date or (z) the consummation of a Change of Control with respect to NTI, all decisions relating to clinical trial designs and regulatory affairs, including regulatory submissions and communications with the FDA in respect of the First Indication in the U.S. shall be subject to the unanimous consent 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 meetingCommittee. 6.8 Relations with French media will be managed by ▇▇▇ as per the decision taken by the Steering Committee. Similar arrangements will be implemented for phase 2.

Steering Committee. 6.1 Upon execution of this Agreement, the 5.1. The Parties shall set up a Steering Committee steering committee for the management of the JV, which shall also serve as the Board of Directors of the JV Entity (hereinafter: the "“Steering Committee") composed of the following three (3) members (1 representative appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] shall be the chairman of the Steering Committee”). 5.2. The Steering Committee shall have ultimate overall control and decision-making powers with regard to the activities under Phase 1 be composed of this Agreement. A Party may change its representative or designate an alternate a total of five (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 [**]. Any 5) members: Each Party shall have the right to submit a proposal for consideration appoint and replace two (2) members, which shall be fully authorized by the Steering Committee. 6.3 The meetings will such Party to act and decide on its behalf and one (1) member shall be held alternately in Madrid an independent industry expert to be appointed and Paris (at the head-offices replaced by mutual agreement of IBERENOVA and ▇▇▇) or at such other place as may be agreed from time to time by the Parties. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use be entitled to replace its reasonable efforts to ensure members after informing the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee other Party in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 meetingwriting. Each Party may also designate will appoint by written notice to the other Parties an alternate representative, who will need the said members. The members shall be appointed by the Parties prior to the first Steering Committee meeting. 5.3. All decisions shall be an employee taken by the majority of the appointing Party or of any company of its group companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the 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, setting forth the action so taken, is signed by all members of the Steering Committee. 6.5 5.4. The Steering Committee Parties shall be responsible for the following activities: - reviewing, modifying and approving the budget for all costs and expenses deemed to be incurred in accordance with clause 5 in connection with the Project; - monitoring Project progress and adherence have delegated 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 members of the Steering Committee full authority to represent and bind the Parties in regard to all of their respective responsibilities regarding the JV Entity and/or the Project. 5.5. The Steering Committee, as the supreme and highest decision-making body of the JV, shall take all major decisions on any matter concerning the performance of the Project. 5.6. As a general rule, the Steering Committee shall meet (in person and/or via phone or video conference) at least once in every two (2) months, 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) business day’s prior written notice of such meeting. Such notice shall set the date, time, place and agenda of the meeting and shall be made accompanied by unanimous approval the relevant data and documents to be approved in such meeting. 5.7. At the meeting of the Steering Committee other representatives of the Parties and/or their legal counsel may be present without a voting right, so that information is more complete and taking resolutions is more constructive, provided their attendance is communicated in advance or reasonable. 5.8. Unless Agreed otherwise by the Parties, one member appointed by Orgenesis shall serve as chairman of the Steering Committee (principle “Chairman”). 5.9. Each member of consensus), it being understood that the representative of each Party shall have Steering Committee has 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 decisions taken during a meeting by 5.10. The resolutions of the Steering Committee shall be recorded in minutes. Minutes of the meetings minutes and will be sent (by email) to all members 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 one (1) week following the meeting. The Such minutes shall be deemed to have been approved by the Parties Steering Committee if no comment is made objections are raised within [**] working a period of fourteen (14) calendar days from the sending after receipt thereof. 5.11. In urgent cases, a unanimous decision of the draft Steering Committee may also be reached by e-mail and on the occasion of the following Steering Committee meeting such decision shall be ratified and included in the minutes; 5.12. The members of the Steering Committee will not receive any remuneration, except as may otherwise be agreed in writing by the Parties. 5.13. If the JV Entity is consolidated into another entity, then the new Board of Directors will be according to the Parties. All the important decisions taken during a meeting shall be recorded and signed upon at the end of the meetingshareholders’ holding ratio. 6.8 Relations with French media will be managed by ▇▇▇ as per the decision taken by the Steering Committee. Similar arrangements will be implemented for phase 2.

Steering Committee. 6.1 Upon execution The ongoing operations of this Agreement, the Parties Services shall set up be overseen by a Steering Committee steering committee (hereinafter: the "“Steering Committee") composed ”), comprised of the following at least three (3) members (1 representative appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative Advanta and three (3) members appointed by [**] shall be the chairman of the Steering CommitteeSupplier. The Steering Committee shall 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 [**]. Any Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 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. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the 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, setting forth the action so taken, is signed by all members of the Steering Committee. 6.5 The Steering Committee shall be responsible for strategic direction and oversight for the following activitiesServices, including: - reviewing, modifying (i) addressing disputes that arise hereunder; (ii) overseeing the financial performance of the Services; (iii) addressing strategic improvements to technology used to provide the Services; (iv) addressing continuous improvement of the Services; (v) addressing adjustments in the scope of the Services; 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 (vi) reviewing 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 matters that the Parties as to agree should be reviewed by 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 Steering Committee. The initial Advanta members 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 The initial Supplier members of the Steering Committee shall be convened to be held within [**] weeks from ****. In the date event a member of the first meeting at which the Steering Committee failed is to reach agreement. At this second meetingbe replaced, the Steering Committee such replacement shall apply all possible means to resolve the disagreement. 6.7 All decisions taken during a meeting be made by the Steering Committee shall Party whose employee is to be recorded in minutes. Minutes of the meetings replaced; provided, however, that any replacement member of the Steering Committee shall be drafted have at least substantially the same qualifications of the member that is replaced and, prior to making such replacement, such Party shall consult in English good faith with the other Party on such matter. In the event a Party raises any concerns as to the performance of a member of the Steering Committee appointed by the Chairman and a draft other Party, the other Party shall, subject to requirements of Laws, react appropriately to alleviate such concerns. The Steering Committee shall meet from time to time as its members consider necessary, but in no event less than once per quarter. Meetings may be sent to held in person or wholly or partly by way of telephone or video conference; provided that the Steering Committee conduct at least one in-person meeting annually. In addition, representatives of the Parties within [**] working days shall meet periodically throughout the Term, or as requested by Advanta, to discuss matters arising under this Agreement. For each Steering Committee meeting, upon Advanta’s request, Supplier shall prepare and distribute an agenda (including any topics designated by Advanta) in advance of the meeting. The such meeting to all anticipated participants, and shall record and promptly distribute minutes shall be deemed approved for such meeting for review and approval 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 meetingAdvanta. 6.8 Relations with French media will be managed by ▇▇▇ as per the decision taken by the Steering Committee. Similar arrangements will be implemented for phase 2.

Steering Committee. 6.1 Upon execution of this Agreement, the Parties shall set up a (a) A Steering Committee (hereinafter: the "Steering Committee"STEERING COMMITTEE) composed shall be responsible for oversight of the following three Program, including the Screening Program. The Steering Committee shall consist of four (34) members, two (2) members (1 representative to be appointed by each Party): of NeoGenesis and Immusol, except as otherwise provided in Section 3.7. Each party shall appoint a senior scientist and a senior business executive as its Steering Committee members Each party may, with notice to the other, substitute any of its members serving on the Steering Committee. The initial Immusol members shall be ▇▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] ▇▇▇▇▇▇ and Niv Caviar and the initial NeoGenesis members shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇. Immusol shall have the chairman right to appoint one of its members to be the chairperson of the Steering Committee. The Either party may send up to three (3) additional employees to attend Steering Committee shall have ultimate overall control and decision-making powers meetings, with regard to the activities under Phase 1 of this Agreement. A Party may change its representative or designate an alternate at least three (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 3) days notice to the other Partiesparty; PROVIDED that such attendees shall be non-voting observers at such meetings. 6.2 The Steering Committee shall meet as often as necessary, but at least [**]. Any Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 The meetings will be held alternately in Madrid and Paris (at the head-offices of IBERENOVA and ▇▇▇b) or at such other place as may be agreed from time to time by the Parties. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the 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, setting forth the action so taken, is signed by all members of the Steering Committee. 6.5 The Steering Committee shall be responsible for the following activities: - reviewing, modifying management 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 conduct of the site whereon Power Station Program, including the Screening Program, and shall in particular: (i) consider, review and amend ATTACHMENT A from *=CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. time to time in such manner as may be installedappropriate; - analysis of the conclusions of the Feasibility Studies and recommendation to the Parties as to the possible implementation of the Project; - deciding PROVIDED, 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 may not amend ATTACHMENT A in a manner that would conflict with the time period for designating Designated Shared Compounds specified in Section 3.1 or the obligations specified in the last sentence of Section 2.3(b), in each case without the prior written agreement of both Immusol and NeoGenesis; (ii) monitor progress of the representatives Program; (iii) report regularly to the management of both parties upon the progress of the Parties Program; (principle iv) be the conduit for transfer of consensus), it being understood that information between the representative of each Party shall have one parties; and (1v) vote. If the conduct such other activities as set forth in Section 3. (c) The Steering Committee is unable shall hold meetings as mutually agreed by the parties (but in no event less frequently than twice a year during the term of the Screening Program, unless mutually agreed by the parties) to reach agreement on any matter within its competence, at review the request of either Party, a second Program. The first meeting of the Steering Committee shall be convened to held within forty five (45) days of the Effective Date and shall be held within [**] weeks from in Cambridge, Massachusetts. Thereafter, meetings may be held by telephone or video conference, PROVIDED THAT the date parties shall meet in person at least once a year during the Screening Program. (d) Minutes of the first meeting at which all meetings setting forth decisions of the Steering Committee failed relative to reach agreement. At this second the Program shall be prepared by the host party and circulated to both parties within twenty five (25) 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). (e) The quorum for Steering Committee meetings shall be two (2) members, provided there is at least one member from each of NeoGenesis and Immusol present. The Steering Committee will render decisions by unanimous vote. Disagreements among the Steering Committee shall apply all possible means to resolve regarding the disagreement. 6.7 All decisions taken during Program will be resolved via good-faith discussions; PROVIDED, that in the event of a meeting by disagreement that cannot be resolved within thirty (30) days after the Steering Committee date on which the disagreement arose, the matter shall be recorded referred to Immusol's Chief Executive Officer and NeoGenesis' Chief Executive Officer or their respective designees. Thereafter, if any such disagreement is not resolved within forty five (45) days: (i) if such disagreement concerns medicinal chemistry matters then NeoGenesis will have the right to make the final decision; (ii) if such disagreement concerns clinical trial matters then Immusol will have the right to make the final decision; and (iii) if such disagreement concerns any other matter the parties shall propose and discuss in minutesgood faith additional dispute resolution mechanisms; UNLESS in *=CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Minutes of the meetings each case it is otherwise expressly provided in Section 3 that a particular decision 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 meetingunanimous. 6.8 Relations with French media will be managed by ▇▇▇ as per the decision taken by the Steering Committee. Similar arrangements will be implemented for phase 2.

Steering Committee. 6.1 Upon execution The sales and marketing program for the Test will be managed by a steering committee having equal representation of this Agreement, the Parties shall set up a parties (the “Steering Committee”). The Steering Committee (hereinafter: the "Steering Committee") composed of the following will include three (3) members (1 representative appointed by from each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] shall be the chairman of the Steering Committee. The Steering Committee shall have ultimate overall control party 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 [**]. Any Party shall have the right to submit a proposal for consideration 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. 6.3 The ’s members of either party. If an in-person meeting is impracticable, meetings will may be held alternately by videoconference or teleconference. When meetings are held 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. The presence of all representatives person, individual members of the Parties shall Steering Committee may nonetheless participate by videoconference or teleconference. If unable to attend in person or by videoconference or teleconference, an individual member of the Steering Committee may grant a proxy to another individual member of the Steering Committee in order to act on his or her behalf on any matter to be required to constitute a quorum for acted upon at any meeting of the Steering Committee. Each Party shall use its reasonable efforts Other representatives of the parties may attend Steering Committee meetings as non-voting participants. At least one week prior to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 , the parties shall agree upon a proposed agenda of the matters to be discussed at such meeting. The Parties intend parties shall agree, at the first meeting of 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 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 Steering Committee. All decisions made by the Steering Committee shall require a majority vote by the members of the Steering Committee shall attend the meetings of the Steering Committee in personCommittee, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 either in person at such meeting. Each Party may also designate or 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the Steering Committeeproxy. Any action required or permitted to be taken at a any meeting of the Steering Committee may be taken without a meeting if a written consent, setting forth the action so taken, is signed *** Confidential material redacted and filed separately with the Commission. taken by all members of the Steering Committee. 6.5 The Steering Committee shall . Such action must be responsible for evidenced by one or more written consents describing the following activities: - reviewing, modifying action taken 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 signed by each member of the Steering Committee shall be made by unanimous approval of Committee. In the representatives of the Parties (principle of consensus), it being understood that the representative of each Party shall have one (1) vote. If event the Steering Committee is unable to reach agreement achieve a majority vote on any matter within its competenceissue, at then 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 decisions taken during a meeting by the Steering Committee shall be recorded dispute resolution process set forth 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 Section 1.1 hereof will be managed by ▇▇▇ as per the decision taken by the Steering Committee. Similar arrangements will be implemented for phase 2followed with respect to such issue.

Steering Committee. 6.1 Upon execution of this AgreementPromptly after the Effective Date, the Parties shall set up will form a Steering Committee (hereinafter: the "Steering Committee") composed of the following three (3) members (1 representative appointed by two representatives from each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] shall be ) that will oversee and manage the chairman activities of the Steering Committee. The Steering Committee shall have ultimate overall control and decision-making powers with regard to the activities under Phase 1 of Parties contemplated by 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 Such Steering Committee shall meet as often as necessary, but at least [**]. Any Party shall have the right will seek to submit a proposal for consideration operate by the Steering Committee. 6.3 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 Partiesconsensus. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the initial members of the Steering Committee shall attend be [***] and [***] for Altus and [***] and [***] for ▇▇▇▇▇▇. The Steering Committee shall meet within 30 days to establish an overall governance for the meetings of collaboration, including appointing any subcommittees as needed. The Steering Committee will be responsible for managing any such subcommittees created by the Steering Committee in personCommittee, but recognise that members and shall have the ultimate decision-making authority as to any matter delegated to a subcommittee. A Party may from time to time be prevented from doing soPORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. Therefore, change its members of the 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 meetingits discretion. 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the 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, setting forth the action so taken, is signed by all members of the Steering Committee. 6.5 The Steering Committee shall meet by telephone, or as otherwise agreed by the Parties, as often as needed to facilitate the efficient conduct of the activities contemplated by this Agreement, and each Party shall be responsible for the following activities: - reviewing, modifying and approving the budget for all costs and expenses to be incurred of its representatives in accordance with clause 5 participating 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) votemeetings. 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 meetingFor clarity, the Steering Committee shall apply all possible means (and any subcommittee) will not have any right or authority to resolve amend or modify in any way the disagreementterms of this Agreement. 6.7 All 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. Similar arrangements will be implemented for phase 2.

Steering Committee. 6.1 Upon execution For the purpose of proper facilitation of CBM Operations under the provisions of this AgreementContract, the Parties shall set up a Steering Committee (hereinafter: the "Steering Committee") composed of the following three (3) members (1 representative appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] there shall be the chairman of the Steering Committee. The Steering Committee shall 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 a committee, to be an employee of the appointing Party or of any company of its group of companies subject to the confidentiality obligations provided herein)called, subject to give prior written notice to the other Parties. 6.2 The Steering Committee shall meet as often as necessary, but at least [**]. Any Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.2 Government shall nominate two (2) members representing Government in the Steering Committee, whereas, each Company constituting Contractor shall nominate one member each to represent it in the Steering Committee. In case, Contractor constitute a single Company, that Company shall nominate two (2) members representing it. The Parties shall nominate the members to the Steering Committee within thirty (30) days of the Effective Date. 6.3 Each Party may nominate alternate members with full authority to act in the absence and on behalf of the members nominated under Article 6.2 and may, at any time, nominate another member or alternate member to replace any member nominated earlier by notice to other Parties. 6.4 The meetings will representative of the Government shall be held alternately designated as the Chairman of the Steering Committee and the alternative representative to the Chairman shall be designated as the Deputy Chairman. One of the members of the Operator in Madrid this Steering Committee shall be designated as the Secretary of the committee by the Government. 6.5 All approvals to matters, except those specified in Article 6.9 be taken by the Steering Committee by majority vote of the members attending the meeting as well as the vote of the members received when not attending the meeting. 6.6 The Steering Committee shall review and Paris advise on the following matters:- (a) proposals for surrender or relinquishment of any part of the Contract Area by the Contractor; (b) Annual Work Programme and Budget for Phase-I and Phase-II operations; (c) Budget for Development Operations and Production Operations, and any modification or revisions there to over 20%; (d) any matter required by the terms of this Contract to be submitted to it for review or advice; (e) any other matter which the Contractor decide to submit for review or advice including matters concerning inter-Party relationships; and (f) any other matter, which Government refers to the Steering Committee for its consideration and reasoned advice. 6.7 The following matters shall be submitted to the Steering Committee for approval or making recommendation to the Government, where applicable as per the provisions of the Contract: (a) Annual Work Programme for Development and Production Operations and any modifications or revisions thereto; (b) Approvals to Development Plan(s); (c) Inclusion of an area extending outside the Contract Area in the Development Area pursuant to Article 11.2; (d) Subject to Article 7.2, any change of operatorship; (e) Retention of more than 80% of the Contract Area at the head-offices end of IBERENOVA Phase II; (f) Subject to Article 25.8, any proposed mortgage, charge or encumbrance on CBM assets, CBM reserves or production of CBM; (g) Matters related to assignment or transfer of Participating Interest(s) etc; (h) Appointment of auditors including scope of work, approval and ▇▇▇adoption of accounts; (i) or at such other place as may be agreed from time to time Any matter required by the Parties. The presence terms of all representatives of this Contract to be submitted for the Parties shall be required to constitute a quorum for any meeting approval of the Steering Committee. Each Party shall use its reasonable efforts ; and (j) Any matter which the Contractor decide to ensure the existence of a quorum at any duly called meeting of the Steering Committeesubmit to it. 6.4 The Parties intend 6.8 In the event that the votes cast in favour are equal to the votes cast against, the Chairman will have an additional vote, called casting vote, to remove the deadlock. 6.9 Matters which require unanimous approval of the members of the Steering Committee : 1. Approval to development plan(s); 2. Approval to Annual Work Programme(s) as provided in Article 6.7; 3. Production and Reservoir management related issues; 4. Approval and adoption of annual accounts; and 5. A proposal for determination of “Producible Areas” for the purpose of relinquishment as per the Article 4.5 of the Contract. 6.9.1 In case, unanimity is not reached in the decision process within a reasonable period as may be required under the circumstances, but not exceeding one hundred and eighty (180) days, unless provided otherwise in the Contract, the matter shall attend be referred to the Government and its decision shall prevail and shall be binding on all Parties. 6.10 The Steering Committee shall not take any decision without obtaining approval of the Government where such approval is required under this Contract or any applicable law (including rules and regulations) of India. The Steering Committee shall obtain such approval/ decision and convey the same to the Contractor with utmost expedition. 6.11 The Steering Committee shall meet at least once in every six (6) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing of the final agenda for such meeting and the agenda shall include all items of business requested by the members for inclusion, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least nine (9) days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.12 The Chairman or Deputy Chairman, as may be the case, shall preside over the meetings of the Steering Committee, and, in their absence, any other member representing Government and present shall preside over the meetings. 6.13 The Secretary to the Steering Committee will be responsible, inter alia, for preparation of the minutes of every meeting in person, but recognise that members may from time the English language and circulate to time be prevented from doing so. Therefore, members every member of the Steering Committee may participate in a with two copies of the minutes not later than fourteen (14) days after the date of the meeting with the approval of the Chairman. 6.14 The meetings of the Steering Committee shall be held in India, unless otherwise mutually agreed 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the 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, setting forth the action so taken, is signed by all members of the Steering Committee. 6.5 The Steering Committee 6.15 Any member shall be responsible for entitled, if either he or his alternate is unable to attend a meeting to cast his vote, by telex or facsimile transmission received by 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 Chairman prior 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 date on which the Project; - approving vote is taken in the distribution or payment of any amount to any Party except pursuant to the approved budget; - approving the selection course of the site whereon Power Station may be installed; - analysis of meeting. Such vote shall have the conclusions of same effect as if that member had been present and so voted at 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;meeting. 6.6 Decisions 6.16 A member 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 who is unable to reach agreement on any matter within attend a meeting may give prior written notice to all other members and appoint a member representing another Party who consents to such appointment as its competence, proxy to attend a meeting and to exercise the appointing member’s right to vote at that meeting whether as directed by the request of either Party, appointing member or otherwise. A member appointed as a second proxy and attending a meeting shall be present in two separate capacities and vote accordingly. 6.17 There shall be a quorum of the Steering Committee shall be convened for holding a meeting and making decisions with each Party to be held within [**] weeks from the date Contract represented by at least one of the first meeting at which its nominated members in 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 decisions taken during a meeting by the Steering Committee shall be recorded either present 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 ▇▇▇ person or represented as per the decision taken by the Steering Committee. Similar arrangements will be implemented for phase 2.Article

Steering Committee. 6.1 Upon execution of this Agreement, ‌ 1. The Members shall meet in the Parties shall set up a Steering Committee (hereinafter: in person, by telephone or video conference in order to take decisions on the "Steering Committee") composed overall organisation and activities of the following three Consortium. 2. The Steering Committee shall consist of one representative per Member (3) members (1 representative appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] the representatives, proxies or substitutes shall be possible and shall be communicated in writing or electronically to the chairman Consortium Manager who shall promptly advise the other Steering Committee members of the change. The representatives may be accompanied by external experts/consultants in meetings of the Steering Committee. The Steering Committee shall have ultimate overall control and decision-making powers with regard to Chairman is 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 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 of any company of its group of companies subject more] and may elect a deputy Chairman. Each Member is entitled 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 [**]. Any Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 The meetings will be held alternately one vote 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. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the 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, setting forth the action so taken, is signed by all members of the Steering Committee. 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 taken by unanimous 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 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 writing, including email. In this latter case, a Member’s failure to respond means approval of the representatives of decisions subject to approval, when no response is provided within a certain time to be defined on a case by case basis by the Parties (principle of consensus)Steering Committee. Upon unanimous decision, it being understood that the representative of each Party shall have one (1) vote. If the Steering Committee is unable entitled to reach agreement modify any provisions and Annexes to this Agreement. A Member shall be excluded from voting in the event of a vote on any matter 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. The Steering Committee shall have all powers and make all decisions necessary to ensure that the Purpose is achieved. The tasks of 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 development of Joint 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 its competence, at the request Technical Committee(s); - Adoption of either Party, a second meeting the technical decisions when there is no Technical Committee in place in the Consortium. 4. Meetings of the Steering Committee shall be convened as deemed necessary to be held within [**] weeks from review, on the date basis of the first meeting at which 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 failed meeting and the agenda shall be transmitted to reach agreementeach Member by the Consortium Manager at least 7 days in advance. At this second 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, the Steering Committee shall apply all possible means to resolve the disagreement. 6.7 All decisions taken during a meeting by the Steering Committee shall be recorded in minutes5. Minutes of the Extraordinary meetings of the Steering Committee shall will be drafted in English convened by the Chairman and a draft shall be sent to Consortium Manager at the Parties within [**] working days request of the meetingmajority of the Members wherever the agreed deadlines or estimated budget are overrun or when other extraordinary circumstances occur. The minutes shall be deemed approved by the Parties if no comment is made within [**] working days from the sending Members of the draft Consortium shall have the opportunity on that occasion to consider their participation in the Parties. All the important decisions taken during a meeting shall be recorded and signed upon at the end of the meetingConsortium based on documented reasons. 6.8 Relations with French media will be managed by ▇▇▇ as per the decision taken by the Steering Committee. Similar arrangements will be implemented for phase 2.

Steering Committee. 6.1 (a) Upon execution of this the Prior Agreement, the Parties shall set up Cellegy and Licensee established a Steering Committee (hereinafter: the "“Steering Committee"”) composed which shall have the responsibilities described in this Article 4. The Steering Committee shall be initially comprised of the following a total of six (6) members, of which three (3) members (1 representative shall be appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative 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 chairman 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 one time each year), on such dates and at such places as to be agreed upon between the Parties. Each representative on the Steering Committee will have one vote in decisions submitted to the Steering Committee. The Steering Committee shall 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 [**]. Any Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 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. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the Steering Committee. Any action required or permitted to be taken at a meeting of the Steering Committee may be taken held in person or in any other reasonable manner, including, without limitation, by telephone, video conference or e-mail. (b) [*] shall designate a Chairperson who will serve as 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 if in person each year. The Party hosting any Steering Committee meeting shall appoint one person (who need not be a written consent, setting forth the action so taken, is signed by all members member of the Steering Committee. 6.5 The Steering Committee shall be responsible for ) to attend the following activities: - reviewing, modifying meeting and approving record 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 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 minutes of the meeting. The Such minutes shall be deemed approved by circulated to the Parties if no promptly following the meeting for review, 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 meetingapproval. 6.8 Relations with French media will be managed by ▇▇▇ as per the decision taken by the Steering Committee. Similar arrangements will be implemented for phase 2.

Steering Committee. 6.1 Upon execution (a) Promptly following the date hereof and in any event no later than ten (10) Business Days from the date of this Agreement, the Parties shall set up a Steering Committee (hereinafter: joint steering committee of the "Steering Committee") Parties composed of the following three an equal number of representatives of both Parties (3) members (1 representative appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] shall be the chairman of the Steering Committee. The Steering Committee shall 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 [**]. Any Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 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. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure appoint a project leader, who will have overall responsibility for all matters within the existence of a quorum at any duly called meeting responsibility of the Steering Committee. 6.4 Committee pursuant to this Clause 5.3. The Parties intend that the first members of the Steering Committee are identified in Schedule 5.3. (b) The Steering Committee shall meet, at least once a week, or as frequently as the Parties shall otherwise agree. The Parties will propose agendas in advance of such meetings, provided that each Party shall nevertheless be entitled to propose specific issues, items or matters to be discussed by the Steering Committee during any given meeting. Each Party’s senior executives or functional managers, as well as external advisors shall be allowed to attend meetings upon request of the relevant Party based on the items of the agenda. The meetings of the Steering Committee in personcan be held physically, but recognise that members may from time to time be prevented from doing so. Therefore, members of the Steering Committee may participate in a meeting of the Steering Committee by means of telephone conference call 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the Steering Committeevideoconference. 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, setting forth the action so taken, is signed by all members of the Steering Committee. 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 decisions of the Steering Committee shall be made taken by unanimous approval the majority of its members that must include at least one representative of the representatives Vendors and one representative of the Parties Purchasers. (principle of consensus), it being understood that the representative of each Party shall have one (1c) vote. If the The Steering Committee is unable shall be involved in the following matters: (i) Overseeing and coordinating the preparation and implementation of the Reorganization Steps (including, as the case may be, considering any alternative structure proposed by the Vendors in accordance with Clause 5.2(b)); (ii) Overseeing and coordinating, in compliance with applicable competition Laws, the obtaining of the waivers in relation to reach agreement on any matter within its competenceMaterial Contracts in accordance with Clause 5.5 and of the Third Party Consents in accordance with Clause 6.5, at the request separation of either Partythe Business Contracts and the release of the Vendors Guarantees in accordance with Clause 5.6; (iii) subject in all cases to Clause 28, a second meeting of trying to resolve any Dispute in relation to the above-mentioned items. (d) The Parties acknowledge that the Steering Committee shall be convened a monitoring body the exclusive purpose of which shall be to be held within [**] weeks from facilitate the date completion of the first meeting at which the Steering Committee failed steps set forth in Clause 5.3(c) above and, as such, shall not have any power to reach agreement. At this second meeting, the Steering Committee shall apply all possible means to resolve the disagreement. 6.7 All decisions taken during a meeting by the Steering Committee shall be recorded in minutes. Minutes bind any 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, unless agreed otherwise. 6.8 Relations with French media will be managed by ▇▇▇ as per the decision taken by the Steering Committee. Similar arrangements will be implemented for phase 2.

Steering Committee. 6.1 Upon execution of this Agreement, the Parties shall set up a. The parties agree to work together through a Steering Committee (hereinafter: that will make Project policy decisions, coordinate the "activities of the parties, and otherwise ensure the completion of the Project. b. The Steering Committee") composed Committee will consist of one designated representative and one alternate member from each of the following three (3) members (1 representative appointed by each Party): ▇▇▇ representativeparties: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] the Cities of Springfield, Holyoke and Northampton, the Town of Amherst, Pioneer Valley Planning Commission and University of Massachusetts Amherst. Each signatory shall have one voting member, which shall be the chairman designated representative, or in the absence of the designated representative, the alternate member. The alternate member can be delegated to act on behalf of the designated representative if needed (e.g. the Mayor or his/her representative). Each party with a designated representative will have the right to change its designated representative upon five (5) days written notice to the parties. c. The participating communities and other signatories will each establish their own internal decision making processes for managing their components of the bike share project, and decisions will be made collaboratively with all relevant stakeholders. d. The Steering Committee shall hold such meetings as it deems necessary, which may be called at any reasonable time by any designated representative. Meetings may be in person, by teleconference or a combination. Any party may attend a meeting, but decisions shall be made by designated representatives or their alternates in accordance with Section 3b. The goal of the Steering CommitteeCommittee will be to strive to reach decisions by consensus (i.e. a unanimous vote of all designated representatives), with each of the designated representatives being entitled to one vote. An absent designated representative may vote by giving a written proxy to another designated representative. The Steering Committee shall 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 [**]. Any Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 The meetings will be held alternately endeavor 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. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the 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, setting forth the action so taken, is signed by all members of the Steering Committee. 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 good faith to reach agreement on any matter within its competence, at the request consensus in resolving all matters. 4. Responsibilities of either Party, a second meeting Parties a. Role 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 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 Lead Party 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. Similar arrangements will be implemented for phase 2.Program Administrator

Steering Committee. 6.1 Upon execution of this Agreement, 1. The Members shall meet in the Parties shall set up a Steering Committee (hereinafter: in person, by telephone or video conference in order to take decisions on the "Steering Committee") composed overall organisation and activities of the following three Consortium. 2. The Steering Committee shall consist of one representative per Member (3) members (1 representative appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] the “representatives”). Substitutes for representatives may also be appointed. Replacements of representatives, proxies or substitutes shall be possible and shall be communicated in writing or electronically to the chairman Consortium Manager who shall promptly advise the other Steering Committee members of the change. The representatives may be accompanied by external experts/consultants in meetings of the Steering Committee. The Steering Committee shall have ultimate overall control and decision-making powers with regard to Chairman is 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 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 of any company of its group of companies subject more] and may elect a deputy Chairman. Each Member is entitled 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 [**]. Any Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 The meetings will be held alternately one vote 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. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the 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, setting forth the action so taken, is signed by all members of the Steering Committee. 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 taken by unanimous 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 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 writing, including email. In this latter case, a Member’s failure to respond means approval of the representatives of decisions subject to approval, when no response is provided within a certain time to be defined on a case by case basis by the Parties (principle of consensus)Steering Committee. Upon unanimous decision, it being understood that the representative of each Party shall have one (1) vote. If the Steering Committee is unable entitled to reach agreement modify any provisions and Annexes to this Agreement. A Member shall be excluded from voting in the event of a vote on any matter 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. The Steering Committee shall have all powers and make all decisions necessary to ensure that the Purpose is achieved. The tasks of 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 development of Joint 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 its competence, at the request Technical Committee(s); - Adoption of either Party, a second meeting the technical decisions when there is no Technical Committee in place in the Consortium. 4. Meetings of the Steering Committee shall be convened as deemed necessary to be held within [**] weeks from review, on the date basis of the first meeting at which 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 failed meeting and the agenda shall be transmitted to reach agreementeach Member by the Consortium Manager at least 7 days in advance. At this second 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, the Steering Committee shall apply all possible means to resolve the disagreement. 6.7 All decisions taken during a meeting by the Steering Committee shall be recorded in minutes5. Minutes of the Extraordinary meetings of the Steering Committee shall will be drafted in English convened by the Chairman and a draft shall be sent to Consortium Manager at the Parties within [**] working days request of the meetingmajority of the Members wherever the agreed deadlines or estimated budget are overrun or when other extraordinary circumstances occur. The minutes shall be deemed approved by the Parties if no comment is made within [**] working days from the sending Members of the draft Consortium shall have the opportunity on that occasion to consider their participation in the Parties. All the important decisions taken during a meeting shall be recorded and signed upon at the end of the meetingConsortium based on documented reasons. 6.8 Relations with French media will be managed by ▇▇▇ as per the decision taken by the Steering Committee. Similar arrangements will be implemented for phase 2.

Steering Committee. 6.1 Upon execution of this Agreement, the The Parties shall set up form a Steering Committee to which each Party will delegate two (hereinafter: 2) executive employees, who are familiar with the "Steering Committee") composed of the following three (3) members (1 representative appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] shall be the chairman of the Steering CommitteeProject. The Steering Committee shall have ultimate overall control general oversight and decision-making powers with regard review of the activities of the Project Team and shall be responsible for resolving any issues referred to the activities under Phase 1 of this AgreementSteering Committee by the Parties. 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 in person or via teleconferences within [**]. Any *] after a written request by either Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 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. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 representativeParty, who will need or sooner, if required, and calendar quarterly, if possible towards the end of a stage of the Project. The request shall describe the matter in dispute and the solution which the requesting Party proposes to be an employee of the appointing Party or of any company decided. The Steering Committee will take action by unanimous consent of its group companies subject to the confidentiality obligations provided hereinmembers, to act in the absence of with each representative having a member unable to attend a meeting of the Steering Committee. Any action required single vote, or permitted to be taken at a meeting of the Steering Committee may be taken without a meeting if by a written consent, setting forth the action so taken, is resolution signed by all members of the Steering Committee. 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) voterepresentatives. If the Steering Committee is unable to reach agreement unanimous consent on any a particular matter, then the matter within its competencewill be referred to a personal face-to-face meeting between Lonza's [***] and the [***] of Micromet, at the request of either Party, who in each case may not be a second meeting member of the Steering Committee and both of whom shall act in good faith and discuss the issue to seek a resolution amicably acceptable to both Parties and if resolved the resolution shall be convened to be held binding and final. The meeting shall take place within [***] weeks from the date of the first meeting at which the Steering Committee failed to reach agreementrelevant referral. At this second In case such persons cannot agree within further [***] after such face-to-face meeting, then the Steering Committee following shall apply all possible means to resolve apply: (i) If the disagreement. 6.7 All decisions taken during a meeting by dispute is predominantly concerned with scientific or technical issues then the Steering Committee entire dispute shall be recorded in minutesreferred to independent experts on who the Parties agree as set forth hereinafter: Each Party is entitled to propose one (1) independent expert and the other Party shall not unreasonably withhold its consent to the appointment of such expert. Minutes The Parties will make available the same set of the meetings of the Steering Committee documents to both experts and both experts shall be drafted provide their expert opinion in English by the Chairman and a draft shall be sent to the Parties language within [***] working days after the second expert has been appointed. If the two (2) experts come to dissenting opinions and are unable to solve the dispute among themselves, a third expert shall be appointed either jointly by the Parties or by the President of the meetingGerman Association of the Pharmaceutical Industry (Bundesverband der Pharmazeutischen Industrie, BPI), if the Parties cannot agree, who is an expert in the particular scientific or technical area at issue and who shall act as an expert and not an arbitrator. Such third expert shall have access to the written opinions of the two other experts as well as to all documents which were made available to the two experts. The minutes third expert shall be deemed then approve either one of the two opinions of the first two experts, and such opinion approved by the third expert shall be considered final and binding on the Parties except if no comment is made within [there has been a manifest error on the face of the decision whereupon the Parties may revert to their respective remedies under Clause 16 below. The reasonable costs of the experts shall be paid or refunded, as the case may be, by the non-prevailing Party. **] working days from * Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the sending Securities and Exchange Commission pursuant to Rule 24b-2 of the draft to Securities Exchange Act of 1934, as amended. (ii) If the Parties. All the important decisions taken during a meeting dispute is predominantly concerned with an issue other than scientific or technical then it shall be recorded and signed upon at the end of the meetingresolved in accordance with Clause 16 below. 6.8 Relations with French media will be managed by ▇▇▇ as per the decision taken by the Steering Committee. Similar arrangements will be implemented for phase 2.

Steering Committee. 6.1 Upon execution With effect from the Commencement Date the Parties shall establish and run the Steering Committee (“SC”) as follows:- 2.1.1 The SC shall comprise [ * ]persons (“Members”) and Corgentech and Cyclacel respectively shall be entitled to appoint [ * ]of such Members, to remove any Member so appointed by it and to appoint any person to fill a vacancy arising from the removal or retirement of such Member appointed by it. The initial Members shall be as follows: Corgentech and Cyclacel respectively shall each notify the other of any change in the identities of their Members from time to time. Both sides shall use reasonable endeavours to keep an appropriate level of continuity in representation. Members may be represented at any meeting by another person designated by the absent Member. Each meeting shall be chaired by a Corgentech Member (the “SC Chairperson”). 2.1.2 The quorum for meetings of the SC shall be [ * ]Members provided that there is at least [ * ]Member from each of Corgentech and Cyclacel present. Discussions of the SC with respect to the Research Program shall be recorded in minutes drafted by or upon behalf of the SC Chairperson, who shall send a copy of the minutes of each SC meeting to both Parties. 2.1.3 During the first [ * ]following the Commencement Date, the SC shall convene on a quarterly basis, or more frequently, if deemed necessary. Thereafter, the SC shall meet on a yearly basis, or more frequently, if deemed necessary by the Members. The first meeting of the SC shall be held within [ * ]of the Commencement Date. 2.1.4 Unless the Parties agree otherwise, SC meetings shall be held by teleconference or videoconference. If not held by teleconference or videoconference the venue for meetings shall alternate between the premises of the Parties. Each Party shall be responsible for its own expenses including travel and accommodation costs incurred in connection with SC meetings. 2.1.5 The SC shall not have the right or power to make decisions with respect to, or control or manage, the Research Program, the Development Program or Commercialisation, which decisions, control and management activities shall be the sole responsibility of Corgentech. The SC shall be a liaison and not a decision making body and shall provide a forum through which the Parties can liaise and Cyclacel can raise questions concerning the Research Program, and request updates on progress toward achieving milestones under the outline of the Development Program and Launch of any Product. Further, the SC will be the forum through which (i) [ * ], including without limitation by supplying Cyclacel with [ * ]; (ii) Corgentech will report progress to Cyclacel in relation to [ * ], (iii) the Parties will [ * ]under the Research Program in relation to the research of the Licensed Variant Peptides and the generation of Compounds, (iv) the Parties will [ * ]the outline of the Research Program and Development Program, and (v) the Parties will cooperate to enable efficient technology transfer [ * ]. 2.1.6 With advance notice to the other Party, and subject to such other Party’s prior written consent (which may be withheld in such other Party’s sole discretion), a Party may invite persons with relevant expertise whose input might advance the Research Program to attend and address meetings of the SC, provided that such persons are bound by obligations of confidentiality. For the avoidance of doubt it is agreed that any such mutually acceptable persons shall not be Members and shall not have a right to participate in any discussions of the SC other than those to which the other Party has given its consent for such participation. 2.1.7 The SC Chairperson shall keep accurate minutes of SC discussions. Draft minutes shall be delivered to Cyclacel by the SC Chairperson within [ * ]after any meeting. Draft minutes shall be issued in final form only with the approval and agreement of both Parties. The minutes shall not constitute an amendment to the Agreement. 2.1.8 Corgentech shall promptly notify SC of any [ * ] 2.1.9 The SC shall perform such other functions and responsibilities as are given to it under the express provisions of this Agreement, including without limitation, its responsibilities with respect to the Parties shall set up a Steering Committee (hereinafter: the "Steering Committee") composed supply of the following three (3) members (1 representative appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] shall be the chairman of the Steering Committee. The Steering Committee Variant Peptides as outlined in Schedule 4, but shall have ultimate overall control and decision-making powers no authority to amend or waive compliance with regard to the activities under Phase 1 any terms 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 [**]. Any Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 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. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the 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, setting forth the action so taken, is signed by all members of the Steering Committee. 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 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. Similar arrangements will be implemented for phase 2.

Steering Committee. 6.1 Upon execution In order to monitor, coordinate and facilitate implementation of the terms and conditions of this Agreement, the Parties Verso and NewPage shall set up establish a Steering Committee (hereinafter: the "“Steering Committee") composed ” consisting of the following three at least one executive officer from each of Verso and NewPage and whereby each of Verso and NewPage is equally represented (3) members (1 representative appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] shall be provided that the chairman of the Steering Committee shall in all cases be deemed a representative of both Verso and NewPage for purposes of determining equal representation on the Steering Committee). The initial Steering Committee representatives shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, who shall also serve as the initial chairman of the Steering Committee, ▇▇▇ Wilhlelm, the divisional financial representative of Verso, and ▇▇▇▇▇▇ ▇. Ashbumer, the divisional financial representative of NewPage. The Steering Committee representatives shall have ultimate overall control meet at least quarterly (or more frequently if needed or reasonably requested by a representative) during the Term to determine the Shared Services to be provided and decision-making powers with regard the payments to the activities under Phase 1 of be made pursuant to this Agreement. A Party may change its representative or designate an alternate (who will need Such determination with respect to the Shared Services to be an employee of provided shall include the appointing Party scope, manner, level and place 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 [**]. Any Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 The meetings will be held alternately in Madrid and Paris (at the head-offices of IBERENOVA and ▇▇▇) or at places where such other place as may be agreed from time to time by the Parties. The presence of all representatives of the Parties Shared Services shall be required to constitute a quorum for any meeting of the Steering Committeeprovided. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that If the members of the Steering Committee shall attend are unable (whether by majority vote or in such other manner as the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the Steering Committee may participate in decide) to determine whether a meeting Shared Service is to be provided, or the scope, manner, level and place or places at which such Shared Service shall be provided, such Shared Service shall not be provided until such time as the members of the Steering Committee by means of telephone or video conference or similar communications equipment by means of which all persons participating in determine the meeting can hear each other, and such participation shall constitute presence in person at such meetingrelevant matters. 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the 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, setting forth the action so taken, is signed by all members of the Steering Committee. 6.5 The Steering Committee representative(s) for NewPage or Verso, as the case may be, 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 stay reasonably apprised of the site whereon Power Station may be installed; - analysis activities of the conclusions employees, agents and contractors of NewPage or Verso, as the case may be, who are providing or receiving the Shared Services in order to maximize efficiency in the provision and receipt 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 disagreementShared Services. 6.7 All 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. Similar arrangements will be implemented for phase 2.

Steering Committee. 6.1 Upon execution The sales and marketing program for the Test in the Territories will be managed by a steering committee having equal representation of this Agreementthe parties (the “Steering Committee”), the Parties shall set up a which Steering Committee (hereinafter: may be the "same as the “Steering Committee"” (as defined in the U.S. Co-Promotion Agreement) composed of managing the following U.S. Co-Promotion Agreement. The Steering Committee will include three (3) members (1 representative appointed by from each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] shall be the chairman of the Steering Committee. The Steering Committee shall have ultimate overall control party and decisionwill meet in-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 person at least [**]. Any Party shall have the right to submit a proposal for consideration 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. 6.3 The ’s members of either party. If an in-person meeting is impracticable, meetings will may be held alternately by videoconference or teleconference. When meetings are held 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. The presence of all representatives person, individual members of the Parties shall Steering Committee may nonetheless participate by videoconference or teleconference. If unable to attend in person or by videoconference or teleconference, an individual member of the Steering Committee may grant a proxy to another individual member of the Steering Committee in order to act on his or her behalf on any matter to be required to constitute a quorum for acted upon at any meeting of the Steering Committee. Each Party shall use its reasonable efforts Other representatives of the parties may attend Steering Committee meetings as non-voting participants. At least one week prior to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 , the parties shall agree upon a proposed agenda of the matters to be discussed at such meeting. The Parties intend parties shall agree, at the first meeting of 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 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 Steering Committee. All decisions made by the Steering Committee shall require a majority vote by the members of the Steering Committee shall attend the meetings of the Steering Committee in personCommittee, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 either in person at such meeting. Each Party may also designate or 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 companies subject to the confidentiality obligations provided herein, to act in the absence of a member unable to attend a meeting of the Steering Committeeproxy. Any action required or permitted to be taken at a any meeting of the Steering Committee may be taken without a meeting if a written consent, setting forth the action so taken, is signed taken by all members of the Steering Committee. 6.5 The Steering Committee shall . Such action must be responsible for evidenced by one or more written consents describing the following activities: - reviewing, modifying action taken 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 signed by each member of the Steering Committee shall be made by unanimous approval of Committee. In the representatives of the Parties (principle of consensus), it being understood that the representative of each Party shall have one (1) vote. If event the Steering Committee is unable to reach agreement achieve a majority vote on any matter within its competenceissue, at then 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 decisions taken during a meeting by the Steering Committee shall be recorded dispute resolution process set forth 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 Section 5.3 hereof will be managed by ▇▇▇ as per the decision taken by the Steering Committee. Similar arrangements will be implemented for phase 2followed with respect to such issue.

Steering Committee. 6.1 Upon execution of this Agreement, the The Parties shall set up form a Steering Committee to which each Party will delegate two (hereinafter: 2) executive employees, who are familiar with the "Steering Committee") composed of the following three (3) members (1 representative appointed by each Party): ▇▇▇ representative: [**] IBERENOVA representative: [**] OPT representative: [**] The representative appointed by [**] shall be the chairman of the Steering CommitteeProject. The Steering Committee shall have ultimate overall control general oversight and decision-making powers with regard review of the activities of the Project Team and shall be responsible for resolving any issues referred to the activities under Phase 1 of Steering Committee by the Parties. *** Certain confidential information contained in this Agreement. A Party may change its representative or designate an alternate (who will need document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to be an employee Rule 24b-2 of the appointing Party or Securities Exchange Act of any company of its group of companies subject to the confidentiality obligations provided herein)1934, subject to give prior written notice to the other Parties. 6.2 as amended. The Steering Committee shall meet as often as necessary, but at least in person or via teleconferences within [**]. Any *] after a written request by either Party shall have the right to submit a proposal for consideration by the Steering Committee. 6.3 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. The presence of all representatives of the Parties shall be required to constitute a quorum for any meeting of the Steering Committee. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly called meeting of the Steering Committee. 6.4 The Parties intend that the members of the Steering Committee shall attend the meetings of the Steering Committee in person, but recognise that members may from time to time be prevented from doing so. Therefore, members of the 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 representativeParty, who will need or sooner, if required, and calendar quarterly, if possible towards the end of a stage of the Project. The request shall describe the matter in dispute and the solution which the requesting Party proposes to be an employee of the appointing Party or of any company decided. The Steering Committee will take action by unanimous consent of its group companies subject to the confidentiality obligations provided hereinmembers, to act in the absence of with each representative having a member unable to attend a meeting of the Steering Committee. Any action required single vote, or permitted to be taken at a meeting of the Steering Committee may be taken without a meeting if by a written consent, setting forth the action so taken, is resolution signed by all members of the Steering Committee. 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) voterepresentatives. If the Steering Committee is unable to reach agreement unanimous consent on any a particular matter, then the matter within its competencewill be referred to a personal face-to-face meeting between Lonza's [***] and the [***] of Micromet, at the request of either Party, who in each case may not be a second meeting member of the Steering Committee and both of whom shall act in good faith and discuss the issue to seek a resolution amicably acceptable to both Parties and if resolved the resolution shall be convened to be held binding and final. The meeting shall take place within [***] weeks from the date of the first meeting at which the Steering Committee failed to reach agreementrelevant referral. At this second In case such persons cannot agree within further [***] after such face-to-face meeting, then the Steering Committee following shall apply all possible means apply: (i) If the dispute is predominantly concerned with scientific or technical issues then [***]: [***]. The Parties will make available the same set of documents to resolve the disagreement. 6.7 All decisions taken during a meeting by the Steering Committee [***] and both experts shall be recorded in minutes. Minutes of the meetings of the Steering Committee shall be drafted provide [***] in English by the Chairman and a draft shall be sent to the Parties language within [***] working days of after the meeting. The minutes shall be deemed approved by the Parties if no comment is made within [***] working days from has been [***]. If [***] experts come to dissenting opinions and are unable to solve the sending dispute among themselves, [***] shall be appointed [***], if the Parties cannot agree, [***]. Such [***] shall have access to the written opinions of [***] as well as to all documents which were made available to [***]. The [***] shall then [***] of [***], and such opinion [***] shall be considered final and binding on the Parties except if there has been a manifest error on the face of the draft decision whereupon the Parties may revert to the Partiestheir respective remedies under Clause 16 below. All the important decisions taken during a meeting The reasonable costs of [***] shall be recorded and signed upon at paid or refunded, as the end of case may be, by the meetingnon-prevailing Party. 6.8 Relations (ii) If the dispute is predominantly concerned with French media will an issue other than scientific or technical then it shall be managed by ▇▇▇ as per the decision taken by the Steering Committee. Similar arrangements will be implemented for phase 2resolved in accordance with Clause 16 below.