Common use of Steering Committee Clause in Contracts

Steering Committee. No later than ten days after the Effective Date, the parties will establish a joint steering committee (the "Steering Committee"). The Steering Committee will manage the Collaborative Program and will (i) provide strategic direction and performance criteria for the Collaborative Program; (ii) monitor progress and communicate status of the Collaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; and (iv) will continue to communicate following the Collaborative Period regarding the development and commercialization of Products and New Products. The Steering Committee will consist of not less than two representatives designated by Senomyx and not less than two representatives designated by ▇▇▇▇▇▇▇▇, as the parties shall agree from time to time. Each member of the Steering Committee will have one vote. Scientific and management authority and responsibility for activities conducted under the Collaborative Protocol will be governed by the Steering Committee. The Steering Committee will meet no later than thirty days after the Effective Date and at least four times per year during the Term of the Agreement using mutually agreed upon meeting locations and formats including tele-conferencing and video-conferencing. Each party shall bear its own expenses relating to the meetings and activities of the Steering Committee. On an alternating basis, one party will promptly prepare and deliver to the members of the Steering Committee minutes of such meetings for review and approval of both parties. Each party may change their individual members of the Steering Committee as each may deem to be advisable from time to time with prior approval of the Steering Committee, so long as there are always an equal number of representatives from each party. Decisions in the Steering Committee will be made by unanimous vote, at a meeting where all voting representatives are present. All unresolved disputes will be settled in accordance with Section 16.4, or as otherwise mutually agreed upon in writing.

Steering Committee. No later than ten days after The Parties agree that three (3) top managers of each Party shall serve as members of a steering committee to supervise overall performance of this Agreement by each of Parties (the Effective Date“Steering Committee”). Unless otherwise agreed by the Parties, the parties will establish a joint steering committee (the "Steering Committee"). The Steering Committee will manage the Collaborative Program and will three members of each Party shall be (i) provide strategic direction the Group Chief Financial Officer, the Chief Innovation and performance criteria for Operating Officer and the Collaborative Program; Chief Legal Officer of Nokia and (ii) monitor progress the Chief Executive Officer, the Chief Financial Officer and communicate status the General Counsel of the Collaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; and (iv) will continue to communicate following the Collaborative Period regarding the development and commercialization of Products and New Products. The Steering Committee will consist of not less than two representatives designated by Senomyx and not less than two representatives designated by ▇▇▇▇▇▇▇▇, as the parties shall agree from time to timeCompany. Each member Party shall also appoint one deputy for each of the Steering Committee will have one vote. Scientific and management authority and responsibility for activities conducted under the Collaborative Protocol will be governed by its members on the Steering Committee. The Steering Committee will meet no later than thirty days after the Effective Date and at least four times per year Parties may mutually agree upon replacements of such members from time to time during the Term as appropriate. The Steering Committee shall meet whenever necessary and no less than once a month during the first three (3) months following the execution date of the this Agreement using mutually agreed upon meeting locations and formats including tele-conferencing and video-conferencingno less than once quarterly thereafter. Each party shall bear its own expenses relating The Steering Committee can be convened at any time by any member with five (5) Business Days prior notice to the meetings other members and activities without any delay if there is a quorum. The members of the Steering CommitteeCommittee shall notify each other in writing (including by email or fax) at least five (5) Business Days ahead of the next Steering Committee meeting of the items to be included at the agenda of such meeting. On an alternating basisThe meetings of the Steering Committee may be conducted on either a face-to-face basis or via video or telephone conference call, one party will promptly prepare and deliver whichever is mutually agreed to by the Parties at least three (3) Business Days in advance of the scheduled meeting. The Steering Committee may also act without a meeting upon the unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies). No action may be taken at any meeting of the Steering Committee unless a quorum is present. A quorum of the Steering Committee shall consist of four (4) members, including two (2) members (or their deputies) representing Nokia and two (2) members (or their deputies) representing the Company. Any action by such quorum must be approved by a simple majority, including the vote of at least one representative of each Party. The members of the Steering Committee shall formalize in writing the minutes of such meetings the last meeting for review approval at the next meeting unless the decision has been taken by unanimous written consent of all the members of the Steering Committee (or, as the case may be, their respective deputies) as per the previous paragraph. The minutes of the meetings, and approval the decisions, of both partiesthe Steering Committee shall be provided as soon as reasonably practicable to the Nokia Board and the Company Board. Each party The Steering Committee may change their individual appoint one or more persons that are not members of the Steering Committee as secretaries for each meeting. The Steering Committee may deem decide to appoint Advisors to assist the Steering Committee in performing its obligations. The Steering Committee shall ensure that both Parties and their relevant Subsidiaries may have access to the work performed by such Advisors. The Steering Committee shall ensure full cooperation with the Advisors and shall, in particular, grant the Advisors full access to all documents, books, data, other information and appropriate personnel during normal business hours and on reasonable advance notice. The fees, expenses and costs of the Advisors shall be advisable from time borne equally by the Parties and their relevant Subsidiaries. A quarterly report shall be prepared by the Steering Committee and shall be transmitted to time with prior approval the Nokia Board and the Company Board for information purposes on the implementation of this Agreement. Such quarterly report shall notably include a summary of matters discussed at the Steering Committee, so long as there are always an equal number including a presentation of representatives from each party. Decisions in any dispute referred to the Steering Committee will be made by unanimous voteduring the previous quarter and the solution that has been decided and implemented, as the case may be. The Nokia Board and the Company Board may have access, at any time (whether or not there is a meeting where Steering Committee Deadlock), to all voting representatives are present. All unresolved disputes will the minutes of the meetings, and the decisions, of the Steering Committee and more generally, to any information, data or documents, including audit report, work product of the Advisors appointed by the Steering Committee reasonably required to assess the fairness of the terms and conditions of the performance of the Services pursuant to this Agreement or that may be settled necessary in accordance with Section 16.4, or as otherwise mutually agreed upon order to assess the matters referred to it in writingthe event of a Steering Committee Deadlock.

Steering Committee. No later than ten days after the Effective Date, the parties (i) The Parties will establish a joint steering committee (the "“Steering Committee"”). The Steering Committee , which will manage be made up of one (1) Representative with decision-making authority from Buyer and one (1) Representative with decision-making authority from Seller, provided that the Collaborative Program and will (i) provide strategic direction and performance criteria for the Collaborative Program; (ii) monitor progress and communicate status of the Collaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; and (iv) will continue to communicate following the Collaborative Period regarding the development and commercialization of Products and New Products. The Steering Committee will consist of not less than two representatives designated by Senomyx and not less than two representatives designated by ▇▇▇▇▇▇▇▇, as the parties TSA Managers shall agree from time to time. Each member of attend the Steering Committee will have one vote. Scientific meetings and shall advise the Steering Committee regarding their ongoing coordination and management authority and responsibility for activities conducted under of the Collaborative Protocol will be governed by Services as ex officio members of the Steering Committee. The Steering Committee will meet no later than thirty days after is responsible for: (A) monitoring and managing any issues arising from this Agreement and the Effective Date and at least four times per year during the Term of the Agreement using mutually agreed upon meeting locations and formats including tele-conferencing and video-conferencing. Each party shall bear its own expenses relating Services; and (B) to the meetings and activities extent not resolved through discussions between the TSA Managers, facilitating the resolution of Disputes arising out of this Agreement in the Steering Committee. On an alternating basis, one party will promptly prepare and deliver manner contemplated by Section 2.4(c)(iv). (ii) If Buyer or Seller wishes to the members of the Steering Committee minutes of such meetings for review and approval of both parties. Each party may change their individual members of the Steering Committee as each may deem to be advisable from time to time with prior approval of replace its Representative on the Steering Committee, so long then such Party will: (A) replace that Representative with another suitably qualified and experienced Representative as there are always an equal number soon as practicable and (B) give notice of representatives from each partythe details of the replacement Representative to the other Party within two (2) Business Days of such appointment. (iii) The Steering Committee is primarily a vehicle for discussion. Decisions Except as expressly set out in clauses (i) and (iv), it has no legal powers or obligations. (iv) During the three (3) months immediately following the date hereof, the Steering Committee will be made shall meet (in person, by unanimous votetelephone or by other mutually agreed electronic means of communication) on a monthly basis. Following such period, at the Steering Committee shall meet (in person, by telephone or by other mutually agreed electronic means of communication) every sixty (60) days. In addition, the Steering Committee shall hold a meeting where all voting representatives are present(in person or telephonically) within five (5) Business Days of receiving a request by either of the TSA Managers to discuss any Variation or any dispute, controversy, difference or claim arising out of or in connection with this Agreement or the subject matter of this Agreement (a “Dispute”) and shall use its commercially reasonable efforts to bring about a resolution to the Variation or Dispute, as applicable, including in relation to disputed invoices. All unresolved disputes will If the Steering Committee does not resolve any such Variation or Dispute within twenty (20) calendar days (or such longer period as the Steering Committee Representatives agree) after commencement of negotiations to resolve such Variation or Dispute, then such Variation or Dispute, as applicable, shall be settled referred to binding arbitration pursuant to Section 9.6. Any decision with respect to any such Variation or Dispute that is mutually agreed upon by the Steering Committee Representatives shall be documented in writing and shall be binding upon the Parties. Notwithstanding anything in this Agreement to the contrary, during the pendency of any Variation or Dispute with respect to this Agreement no Party shall withhold any Service or any payment for any Service until such Service is validly terminated in accordance with Section 16.4, or as otherwise mutually agreed upon in writingthe terms of this Agreement.

Steering Committee. No later than ten (10) days after the Effective Date, the parties will establish a joint steering committee (the "Steering Committee", which will be made up of representatives from the parties (collectively the “Steering Committee”). The Steering Committee will manage the Collaborative Program and will (i) provide strategic direction and performance criteria for the Collaborative Program; (ii) monitor progress and communicate status of the Collaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; and (iv) will approve the achievement of milestones; and, (v) continue to communicate following the Collaborative Period regarding the development and commercialization of Products and New Products. The Steering Committee will consist of not less than two (2) representatives designated by Senomyx and not less than two (2) representatives designated by ▇▇▇▇▇▇▇▇Nestlé. Subject to the quorum requirements below, as the parties shall agree permanent Steering Committee members may delegate their voting powers to delegates from time to timetheir respective companies. Each member of the Steering Committee will have one (1) vote. Scientific and management authority and responsibility for activities conducted under the Collaborative Protocol will be governed by the Steering Committee. The Steering Committee will first meet no later than thirty (30) days after the Effective Date and at least four (4) times per year during the Term of the Agreement Collaborative Period using mutually agreed upon meeting locations and formats including tele-conferencing teleconferencing and video-conferencingvideoconferencing. Each party shall bear its own expenses relating to the meetings and activities of the Steering Committee. On an alternating basisDuring the Collaborative Period, one party Senomyx will promptly prepare and deliver to the members of the Steering Committee minutes of such meetings for review and approval of by both parties. Each party may change their individual members Decisions of the Steering Committee as each may deem to be advisable from time to time with prior approval of the Steering Committee, so long as there are always an equal number of representatives from each party. Decisions in the Steering Committee will be made by unanimous vote, at a meeting where all four voting representatives are present. A minimum of two (2) Steering Committee members, one from each of Nestlé and Senomyx, must be present at each meeting of the Steering Committee. One (1) permanent member from each of Nestlé and Senomyx must be present to constitute a quorum. Subject to the quorum requirements in this Section, each member (or an authorized representative) of the Steering Committee must be represented at each meeting either in person, or by a mutually agreed upon format including teleconferencing and videoconferencing, for a quorum to be constituted. In addition, each permanent Steering Committee member must attend at least fifty percent (50%) of the Steering Committee meetings. All unresolved disputes will be settled in accordance with Section 16.417.4, or as otherwise mutually agreed upon in writing.

Steering Committee. No later than ten (a) Within thirty (30) days after the Effective Datedate of this Agreement, the parties will establish Parties shall form a joint steering committee (the "Steering Committee")Committee consisting of an equal number of representatives of each Party. The Steering Committee will manage shall have general authority over the Collaborative Program and will (i) provide strategic direction and performance criteria for the Collaborative Program; (ii) monitor progress and communicate status overall management of the Collaborative Program; Product Development Plan and shall operate and have the further authority described in this Section 4.2. (iiib) facilitate ACTII and Amylin shall each appoint three (3) representatives as their representatives to serve on the cooperation of Steering Committee. A Party may change its representatives from time to time by giving written notice to the parties under the Collaborative Program; and other Party. (ivc) will continue to communicate following the Collaborative Period regarding the development and commercialization of Products and New Products. The Steering Committee will consist shall generally meet at such times as it may decide and at least once per calendar quarter. The location of not less than two representatives designated Steering Committee meetings shall alternate between ACTII’s offices and Amylin’s offices unless otherwise agreed by Senomyx and not less than two representatives designated by ▇▇▇▇▇▇▇▇the Parties, as with the parties shall agree from time to timefirst meeting being held at Amylin’s office. Each member Minutes of a meeting setting forth decisions of the Steering Committee will have one vote. Scientific and management authority and responsibility for activities conducted under the Collaborative Protocol will shall be governed prepared by the Steering CommitteeParty hosting the meeting. The Steering Committee Minutes will meet no later than thirty days after the Effective Date and at least four times per year during the Term of the Agreement using mutually become official when agreed upon meeting locations and formats including tele-conferencing and video-conferencing. Each party shall bear its own expenses relating to the meetings and activities by all members of the Steering Committee. On an alternating basisEach Party will bear all expenses associated with attendance of its representatives at meetings. If the Steering Committee members all agree, one party will promptly prepare and deliver to the members a meeting may be held by telephone. (d) Decisions of the Steering Committee minutes of such meetings for review and approval of both parties. Each party may change their individual members of the Steering Committee as each may deem to be advisable from time to time with prior approval of the Steering Committee, so long as there are always an equal number of representatives from each party. Decisions in the Steering Committee will shall be made by unanimous vote, at with each member having one vote. If the Steering Committee is unable to reach a meeting where all voting representatives are presentunanimous vote on any issue, the issue shall be referred to the President of ACTII (or successor position), and the Vice President of Corporate Development of Amylin (or successor position) for resolution. All unresolved disputes will These individuals shall, as soon as practicable, attempt in good faith to decide the issue. If the issue is not decided within fifteen (15) days after it has been referred to such individuals, it shall be settled in accordance with Section 16.4referred to Amylin’s Chief Executive Officer (or successor position), who shall make the final decision regarding such issue. (e) Within fifteen (15) days after the receipt of the proposed Product Development Plan or any amendments thereto from the Project Working Team or any appeals of decisions of the Project Working Team, the Steering Committee shall meet to consider approval of such plan or amendments, or appeal of such decision, as otherwise mutually agreed upon in writingapplicable. The Steering Committee shall periodically review the Product Development Plan from a strategic perspective, the status of efforts to implement it and to make any changes to it that it deems necessary to accomplish the purpose of this Agreement. The Steering Committee shall also settle any disputes among the Project Working Team.

Steering Committee. No later than ten days after (a) A Steering Committee (STEERING COMMITTEE) shall be responsible for the Effective Date, day-to-day management of the parties will establish a joint steering committee (the "Steering Committee")Program. The Steering Committee will manage shall consist of four members, two members to be appointed by each of NeoGenesis and OGS. Each party may with notice to the Collaborative Program and will (i) provide strategic direction and performance criteria for other substitute any of its members serving on the Collaborative Program; (ii) monitor progress and communicate status of the Collaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; and (iv) will continue to communicate following the Collaborative Period regarding the development and commercialization of Products and New ProductsSteering Committee. The Steering Committee will consist of not less than two representatives designated by Senomyx and not less than two representatives designated by initial OGS members shall be ▇▇▇▇▇▇▇▇, as ▇ ▇▇▇ ▇▇▇▇▇▇ and ▇▇ ▇▇▇▇▇ Scopes and the parties initial NeoGenesis members shall agree from time to timebe ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇. Each member of the Steering Committee will have one vote. Scientific vote and management authority and responsibility for activities conducted under the Collaborative Protocol will be governed by the Steering Committee. The Steering Committee will meet no later than thirty days after the Effective Date and at least four times per year during the Term all decisions of the Agreement using mutually agreed upon meeting locations and formats including tele-conferencing and video-conferencing. Each party shall bear its own expenses relating to the meetings and activities of the Steering Committee. On an alternating basis, one party will promptly prepare and deliver to the members of the Steering Committee minutes of such meetings for review and approval of both parties. Each party may change their individual members of the Steering Committee as each may deem to be advisable from time to time with prior approval of the Steering Committee, so long as there are always an equal number of representatives from each party. Decisions in the Steering Committee will be made by unanimous voteagreement. (b) The Steering Committee shall be responsible for the management and conduct of the Program and shall in particular: (i) consider, review and amend the Program from time to time in such manner as may be appropriate; (ii) monitor progress of the Program; (iii) report regularly to the management of both parties upon the progress of the Program; and (iv) be the initial medium for transfer of information between the parties. (c) The Steering Committee shall hold meetings as mutually agreed by the parties (but in no event less than quarterly during the Research Term) to review the Program. The first meeting of the Steering Committee shall be held within forty-five (45) days of the Effective Date and shall be held in Cambridge, MA. Thereafter, meetings may be held by telephone or video conference if requested by either party in writing to the other, PROVIDED THAT the parties shall meet in person at least two (2) times a year during the Research Term. The party hosting the meeting where shall circulate an agenda at least five (5) business days prior to a meeting. Minutes of all voting representatives are meetings setting forth decisions of the Steering Committee relative to the Screening Process shall be prepared by the host party and circulated to both parties within fifteen (15) days after each meeting, but minutes shall not become official until approved by both parties (which approval the parties shall use reasonable efforts to give within thirty (30) days of receipt of such minutes). (d) The quorum for Steering Committee meetings shall be two, provided that at least one member from each of NeoGenesis and OGS is present. All unresolved disputes Disagreements among the Steering Committee regarding the Program will be settled resolved via good-faith discussions; PROVIDED, that in accordance with Section 16.4the event of a disagreement that cannot be resolved within thirty (30) days after the date on which the disagreement arose, the matter shall be referred to between OGS's Chief Executive Officer and NeoGenesis's Chief Executive Officer or as otherwise mutually agreed upon in writingtheir respective designees. Thereafter, if any such disagreement is not resolved within sixty (60) days, then OGS shall have the right to make the final decision.

Steering Committee. No later than ten days after (a) A Steering Committee (STEERING COMMITTEE) shall be responsible for oversight of the Effective DateProgram, including the parties will establish a joint steering committee (the "Steering Committee")Screening Program. The Steering Committee will manage shall consist of four (4) members, two (2) members to be appointed by each 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 Collaborative Program other, substitute any of its members serving on the Steering Committee. The initial Immusol members shall be [*] and will the initial NeoGenesis members shall be [*]. Immusol shall have the right to appoint one of its members to be the chairperson of the Steering Committee. Either party may send up to three (3) additional employees to attend Steering Committee meetings, with at least three (3) days notice to the other party; PROVIDED that such attendees shall be non-voting observers at such meetings. (b) The Steering Committee shall be responsible for the management and conduct of the Program, including the Screening Program, and shall in particular: (i) provide strategic direction consider, review and performance criteria amend ATTACHMENT A from time to time in such manner as may be appropriate; PROVIDED, that the * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Steering Committee 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 Collaborative Programobligations 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 and communicate status of the Collaborative Program; (iii) facilitate report regularly to the cooperation management of both parties upon the progress of the parties under Program; (iv) be the Collaborative Programconduit for transfer of information between the parties; and (ivv) will continue conduct such other activities as set forth in Section 3. (c) The Steering Committee 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 communicate following review the Collaborative Period regarding Program. The first meeting of the development Steering Committee shall be held within forty five (45) days of the Effective Date and commercialization shall be held in Cambridge, Massachusetts. Thereafter, meetings may be held by telephone or video conference, PROVIDED THAT the parties shall meet in person at least once a year during the Screening Program. (d) Minutes of Products all meetings setting forth decisions of the Steering Committee relative to the Program shall be prepared by the host party and New Productscirculated 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 consist render decisions [*]. 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 less than two representatives designated by Senomyx be resolved within thirty (30) days after the date on which the disagreement arose, the matter shall be referred to Immusol's Chief Executive Officer and NeoGenesis' Chief Executive Officer or their respective designees. Thereafter, if any such disagreement is not less than two representatives designated by ▇▇▇▇▇▇▇▇, as 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 agree from time to time. Each member propose and discuss in good faith additional dispute resolution mechanisms; UNLESS in each case it is otherwise expressly provided in Section 3 that a particular decision of the Steering Committee will have one vote. Scientific and management authority and responsibility for activities conducted under the Collaborative Protocol will shall be governed by the Steering Committee. The Steering Committee will meet no later than thirty days after the Effective Date and at least four times per year during the Term of the Agreement using mutually agreed upon meeting locations and formats including tele-conferencing and video-conferencing. Each party shall bear its own expenses relating to the meetings and activities of the Steering Committee. On an alternating basis, one party will promptly prepare and deliver to the members of the Steering Committee minutes of such meetings for review and approval of both parties. Each party may change their individual members of the Steering Committee as each may deem to be advisable from time to time with prior approval of the Steering Committee, so long as there are always an equal number of representatives from each party. Decisions in the Steering Committee will be made by unanimous vote, at a meeting where all voting representatives are present. All unresolved disputes will be settled in accordance with Section 16.4, or as otherwise mutually agreed upon in writing[*].

Steering Committee. No later than ten days after the Effective Date, the parties will establish a joint steering committee (the "a) A Steering Committee (Steering Committee")) shall be responsible for the day-to-day management of the Program. The Steering Committee will manage shall consist of four members, two members to be appointed by each of NeoGenesis and OGS. Each party may with notice to the Collaborative Program and will (i) provide strategic direction and performance criteria for other substitute. any of its members serving on the Collaborative Program; (ii) monitor progress and communicate status of the Collaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; and (iv) will continue to communicate following the Collaborative Period regarding the development and commercialization of Products and New ProductsSteering Committee. The Steering Committee will consist of not less than two representatives designated by Senomyx and not less than two representatives designated by initial OGS members shall be P▇▇▇▇▇▇▇▇ ▇, as ▇▇ ▇▇▇▇▇▇ and D▇ ▇▇▇▇▇ Scopes and the parties initial NeoGenesis members shall agree from time to timebe S▇▇▇▇▇ ▇▇▇▇▇▇ and H▇▇ ▇▇▇▇. Each member of the Steering Committee will have one vote. Scientific vote and management authority and responsibility for activities conducted under the Collaborative Protocol will be governed by the Steering Committee. The Steering Committee will meet no later than thirty days after the Effective Date and at least four times per year during the Term all decisions of the Agreement using mutually agreed upon meeting locations and formats including tele-conferencing and video-conferencing. Each party shall bear its own expenses relating to the meetings and activities of the Steering Committee. On an alternating basis, one party will promptly prepare and deliver to the members of the Steering Committee minutes of such meetings for review and approval of both parties. Each party may change their individual members of the Steering Committee as each may deem to be advisable from time to time with prior approval of the Steering Committee, so long as there are always an equal number of representatives from each party. Decisions in the Steering Committee will be made by unanimous voteagreement. (b) The Steering Committee shall be responsible for the management and conduct of the Program and shall in particular: (i) consider, review and amend the Program from time to time in such manner as may be appropriate; (ii) monitor progress of the Program; (iii) report regularly to the management of both parties upon the progress of the Program; and (iv) be the initial medium for transfer of information between the parties. (c) The Steering Committee shall hold meetings as mutually agreed by the parties (but in no event less than quarterly during the Research Term) to review the Program. The first meeting of the Steering Committee shall be held within forty-five (45) days of the Effective Date and shall be held in Cambridge, MA. Thereafter, meetings may be held by telephone or video conference if requested by either party in writing to the other, provided that the parties shall meet in person at least two (2) times a year during the Research Term. The party hosting the meeting where shall circulate an agenda at least five (5) business days prior to a meeting. Minutes of all voting representatives are meetings setting forth decisions of the Steering Committee relative to the Screening Process shall be prepared by the host party and circulated to both parties within fifteen (15) days after each meeting, but minutes shall not become official until approved by both parties (which approval the parties shall use reasonable efforts to give within thirty (30) days of receipt of such minutes). (d) The quorum for Steering Committee meetings shall be two, provided that at least one member from each of NeoGenesis and OGS is present. All unresolved disputes Disagreements among the Steering Committee regarding the Program will be settled resolved via good-faith discussions; provided, that in accordance with Section 16.4the event of a disagreement that cannot be resolved within thirty (30) days after the date on which the disagreement arose, the matter shall be referred to between OGS’s Chief Executive Officer and NeoGenesis’s Chief Executive Officer or as otherwise mutually agreed upon in writingtheir respective designees. Thereafter, if any such disagreement is not resolved within sixty (60) days, then OGS shall have the right to make the final decision.

Steering Committee. No later than ten (a) Within thirty (30) days after the Effective Datedate of this Agreement, the parties will establish Parties shall form a joint steering committee (the "Steering Committee")Committee consisting of an equal number of representatives of each Party. The Steering Committee will manage shall have general authority over the Collaborative Program and will (i) provide strategic direction and performance criteria for the Collaborative Program; (ii) monitor progress and communicate status overall management of the Collaborative Program; Product Development Plan and shall operate and have the further authority described in this Section 4.2. (iiib) facilitate ACTII and Amylin shall each appoint three (3) representatives as their representatives to serve on the cooperation of Steering Committee. A Party may change its representatives from time to time by giving written notice to the parties under the Collaborative Program; and other Party. (ivc) will continue to communicate following the Collaborative Period regarding the development and commercialization of Products and New Products. The Steering Committee will consist shall generally meet at such times as it may decide and at least once per calendar quarter. The location of not less than two representatives designated by Senomyx Steering Committee meetings shall alternate between ACTII’s offices and not less than two representatives designated by ▇▇▇▇▇▇’s offices unless otherwise agreed by the Parties, with the first meeting being held at ▇▇, as the parties shall agree from time to time▇▇▇▇’s office. Each member Minutes of a meeting setting forth decisions of the Steering Committee will have one vote. Scientific and management authority and responsibility for activities conducted under the Collaborative Protocol will shall be governed prepared by the Steering CommitteeParty hosting the meeting. The Steering Committee Minutes will meet no later than thirty days after the Effective Date and at least four times per year during the Term of the Agreement using mutually become official when agreed upon meeting locations and formats including tele-conferencing and video-conferencing. Each party shall bear its own expenses relating to the meetings and activities by all members of the Steering Committee. On an alternating basisEach Party will bear all expenses associated with attendance of its representatives at meetings. If the Steering Committee members all agree, one party will promptly prepare and deliver to the members a meeting may be held by telephone. (d) Decisions of the Steering Committee minutes of such meetings for review and approval of both parties. Each party may change their individual members of the Steering Committee as each may deem to be advisable from time to time with prior approval of the Steering Committee, so long as there are always an equal number of representatives from each party. Decisions in the Steering Committee will shall be made by unanimous vote, at with each member having one vote. If the Steering Committee is unable to reach a meeting where all voting representatives are presentunanimous vote on any issue, the issue shall be referred to the President of ACTII (or successor position), and the Vice President of Corporate Development of Amylin (or successor position) for resolution. All unresolved disputes will These individuals shall, as soon as practicable, attempt in good faith to decide the issue. If the issue is not decided within fifteen (15) days after it has been referred to such individuals, it shall be settled in accordance with Section 16.4referred to ▇▇▇▇▇▇’s Chief Executive Officer (or successor position), who shall make the final decision regarding such issue. (e) Within fifteen (15) days after the receipt of the proposed Product Development Plan or any amendments thereto from the Project Working Team or any appeals of decisions of the Project Working Team, the Steering Committee shall meet to consider approval of such plan or amendments, or appeal of such decision, as otherwise mutually agreed upon in writingapplicable. The Steering Committee shall periodically review the Product Development Plan from a strategic perspective, the status of efforts to implement it and to make any changes to it that it deems necessary to accomplish the purpose of this Agreement. The Steering Committee shall also settle any disputes among the Project Working Team.

Steering Committee. No later than ten Within thirty (30) days after the Effective Date, the parties will establish a joint steering committee (Initial Shareholders and CPLB shall form the "“Steering Committee"). The Steering Committee will manage the Collaborative Program ” to have oversight and will (i) provide strategic direction and performance criteria review responsibility for the Collaborative Program; (ii) monitor progress and communicate status of the Collaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; and (iv) will continue to communicate following the Collaborative Period regarding the CPLB’s research, development and commercialization of Products and New Products. The Steering Committee will shall report to the Board and shall consist of not less than two (2) representatives designated by Senomyx of each Initial Shareholder and not less than two of CPLB. It is the intent that such representatives designated by ▇▇▇▇▇▇▇▇, as will be relevant function heads or senior management in the parties shall agree respective organizations. A Party may change its representatives from time to timetime upon written notice to the other Parties. Each member The operation and authority of the Steering Committee will have one voteshall be as follows: 8.1.1. Scientific Subject to the Restated Licenses, CPLB shall prepare a plan for the research, Development and/or Commercialization of each Product based on criteria to be determined by the Steering Committee, which plan(s), and management authority and responsibility for activities conducted under amendments thereto, are subject to the Collaborative Protocol will be governed by approval of the Steering Committee. The Steering Committee will shall periodically review such plan(s) from a strategic and operational perspective to monitor CPLB’s progress under such plan(s) and to determine whether the Parties are meeting their commitments, if any, of both human and financial support for the research, Development and Commercialization of Products. 8.1.2. The Steering Committee shall meet no later than thirty days after the Effective Date and at least four times per year during the Term of the Agreement using mutually agreed upon meeting locations once in each calendar quarter at a time and formats including tele-conferencing and video-conferencing. Each party shall bear its own expenses relating place to the meetings and activities of be determined by the Steering Committee. On an alternating basisCPLB shall give thirty days’ prior written notice containing the agenda, one party will promptly prepare time and deliver place of each meeting to the members of the Steering Committee minutes of such Initial Shareholders. Non-voting participants may attend meetings for review and approval of both parties. Each party may change their individual members of the Steering Committee as mutually agreed by the Initial Shareholders and CPLB. CPLB will bear all expenses associated with attendance of its employees at any in-person meetings. Any conference call meeting will be held by means of telephone conference or similar communications equipment through which all participants can hear each may deem other. CPLB shall prepare minutes of each meeting, which CPLB shall distribute to be advisable from time to time with prior the Initial Shareholders for review and approval within thirty (30) days following such meeting. 8.1.3. Decisions of the Steering Committee, so long as there are always an equal number of representatives from each party. Decisions in the Steering Committee will shall be made by unanimous vote, at with the representatives of each Initial Shareholder and CPLB having one collective vote. If the Steering Committee is unable to reach a meeting where all voting representatives are present. All unresolved disputes will unanimous vote on any issue, then the issue shall be settled referred to the Board, whose decision shall control the matter in accordance with Section 16.4, or as otherwise mutually agreed upon in writingthe terms of this Agreement. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Steering Committee. No later than ten days after the Effective Date, the parties will establish a joint steering committee (the "Steering Committee"). i. Representation in meetings The Steering Committee will manage the Collaborative Program and will shall consist of one representative of each Party (i) provide strategic direction and performance criteria for the Collaborative Program; (ii) monitor progress and communicate status hereinafter Member). Any Party of the Collaborative ProgramSteering Committee: - should be present or represented at any meeting; (iii) facilitate the cooperation of the parties under the Collaborative Program- may appoint a substitute or a proxy to attend and vote at any meeting; and (iv) will continue to communicate following shall participate in a cooperative manner in the Collaborative Period regarding the development and commercialization of Products and New Productsmeetings. The Steering Committee will consist of not less than two representatives designated by Senomyx and not less than two representatives designated by ▇▇▇▇▇▇▇▇, as Coordinator shall chair the parties shall agree from time to time. Each member meetings of the Steering Committee will have one vote. Scientific and management authority and responsibility for activities conducted under the Collaborative Protocol will be governed by unless decided otherwise in a meeting of the Steering Committee. The Coordinator shall also convene the Steering Committee will meet no later than thirty days after meetings and circulate the Effective Date agenda and at least four times per year during other supporting documents prior to the Term of the Agreement using mutually agreed upon meeting locations and formats including tele-conferencing and video-conferencingscheduled meeting. Each party Steering Committee Member shall bear its own expenses relating be deemed to the meetings be duly authorised to deliberate, negotiate and activities decide on all matters listed in Section ▇▇.▇.▇.▇.▇▇ “Decisions” of this Consortium Agreement. The Parties agree to abide by all decisions of the Steering Committee. On an alternating basis, one party will promptly prepare This does not prevent the Parties to submit a dispute to resolution in accordance with the provisions of Settlement of disputes in Section II.B.5.b. ii. Preparation and deliver to the members organisation of the meetings The Steering Committee minutes will meet every two months via Skype and have three meetings in person throughout the project duration. This Steering Committee will meet approximately every 7 months in person. The meetings will coincide with a project event such as the Brussels conferences or a policy co-creation event. Extraordinary meetings can be called up on written suggestion of such meetings for review and approval at least two Members of both partiesSteering Committee Members. Each party may change their individual members The Coordinator shall give notice in writing of a meeting to each Member of the Steering Committee as soon as possible and no later than 45 days preceding the meeting, or 15 calendar days before an extraordinary meeting. The Coordinator shall prepare and send each may deem to be advisable from time to time with prior approval Member of the Steering CommitteeCommittee a written (original) agenda no later than 21 days preceding the meeting, so long or 10 calendar days before an extraordinary meeting. Any agenda item requiring a decision by the Members must be identified as there such on the agenda. Any Member may add such an item to the original agenda or at the beginning of the meeting if agreed by all those present. During a meeting of the Steering Committee the Members present or represented can unanimously agree to add a new item to the original agenda. Any decision may also be taken without a meeting if the Coordinator circulates to all Members a written document, which is then agreed by the majority of Members. iii. Voting rules and quorum SC meetings are always valid if at least 60% of the members are present or represented (quorum). If the quorum is not reached, the chairperson of the Steering Committee shall convene another ordinary meeting within 15 calendar days. If in this meeting the quorum is not reached once more, the chairperson shall convene an equal number extraordinary meeting which shall be entitled to decide even if less than the quorum of representatives from each partyMembers are present or represented. Decisions The Project Coordinator won’t have any decision-making power or vote. The rule for decision making will be: 1 vote per member A Party which the Steering Committee has declared according to Section II. B. 2 b) to be a Defaulting Party may not vote. As a rule, decisions in the Steering Committee will be made by unanimous voteunanimity and agreement. In case of disagreement, consensus will be sought and if not possible, the vote of the majority will prevail. iv. Veto rights A Member which can show that its own work, time for performance, costs, liabilities, intellectual property rights or other legitimate interests would be severely affected by a decision of the Steering Committee may exercise a veto with respect to the corresponding decision or relevant part of the decision. When the decision is foreseen on the original agenda, a Member may veto such a decision during the meeting only. When a decision has been taken on a new item added to the agenda before or during the meeting, a Member may veto such decision during the meeting and within 15 calendar days after the draft minutes of the meeting are sent. In case of exercise of veto, the Members shall make every effort to resolve the matter which occasioned the veto to the general satisfaction of all its Members. A Party may neither veto decisions relating to its identification to be in breach of its obligations nor to its identification as a Defaulting Party. The Defaulting Party may not veto decisions relating to its participation and termination in the consortium or the consequences of them. A Party requesting to leave the consortium may not veto decisions relating thereto. v. Minutes of Meetings After each meeting, the Coordinator will write and circulate to each member of the SC the minutes with the relevant discussions and decisions taken. The minutes shall be the formal record of all decisions taken. The Coordinator shall send the draft minutes to all Members within 10 calendar days of the meeting. The minutes shall be considered as accepted if, within 15 calendar days from sending, no Member has sent an objection in writing to the chairperson with respect to the accuracy of the draft of the minutes. The Coordinator shall safeguard the minutes. If requested the Coordinator shall provide authenticated duplicates to Parties. vi. Decisions The Steering Committee has the following responsibilities: ● Oversees progress towards desired objectives and provides strategic guidance for the effective implementation of the project by ensuring coherence between activities and objectives, results and donor guidelines/policies. ● Agrees on main changes that affect substantial elements of the program, such as budget distribution across countries/partners, objectives, project timeline, etc. ● Evaluates, in each meeting and based on the documents provided by the Coordination Committee (CC), the progresses achieved, examine and validate the periodical work plan and provide recommendations on the actions and measures to be taken (when it is needed). ● Approves project plans, reports (financial and narrative) and budgets. ● Oversees main current and future risks affecting the program and institution and advises on possible solutions. ● Discusses the findings of audits, annual reviews and evaluation reports and provides recommendations at a meeting where strategic level. ● Facilitates linkages to other relevant initiatives by other partners, affiliates or programs. ● Oversees and makes sure that the relationship with the donor is fluid and effective. ● In case of conflict between partners during the execution of the project, the SC intervenes providing guidance. ● Selections of the candidates from the open call (ref - page 87 from the submitted proposal). The Coordinator shall represent the project vis-à-vis the EU. The following decisions shall be taken by the Steering Committee: Content, finances and intellectual property rights ● Proposals for changes to Annexes 1 and 2 of the Grant Agreement to be agreed by the Funding Authority ● Changes to the Consortium Plan ● Modifications to Annex 5 (Official Budget Approved by the EU) ● Modifications to Annex 6 (Partners’ Internal Budget) ● Modifications to Annex 9 (Background Included) ● Additions to Annex 11 (List of Third Parties for simplified transfer according to Section 18.3) ● Additions to Annex 12 (Identified Affiliated Entities) Evolution of the consortium ● Entry of a new Party to the consortium and approval of the settlement on the conditions of the accession of such a new Party ● Withdrawal of a Party from the consortium and the approval of the settlement on the conditions of the withdrawal ● Identification of a breach by a Party of its obligations under this Consortium Agreement or the Grant Agreement ● Declaration of a Party to be a Defaulting Party ● Remedies to be performed by a Defaulting Party ● Termination of a Defaulting Party’s participation in the consortium and measures relating thereto ● Proposal to the Funding Authority for a change of the Coordinator ● Proposal to the Funding Authority for suspension of all voting representatives are present. All unresolved disputes will be settled in accordance with Section 16.4, or as otherwise mutually agreed upon in writing.part of the Project ● Proposal to the Funding Authority for termination of the Project and the Consortium Agreement

Steering Committee. No later than ten days after (a) A Steering Committee (STEERING COMMITTEE) shall be responsible for the Effective Date, day-to-day management of the parties will establish a joint steering committee (the "Steering Committee")Program. The Steering Committee will manage shall consist of four members, two members to be appointed by each of NeoGenesis and OGS. Each party may with notice to the Collaborative Program and will (i) provide strategic direction and performance criteria for other substitute any of its members serving on the Collaborative Program; (ii) monitor progress and communicate status of the Collaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; and (iv) will continue to communicate following the Collaborative Period regarding the development and commercialization of Products and New ProductsSteering Committee. The Steering Committee will consist of not less than two representatives designated by Senomyx initial OGS members shall be [*] and not less than two representatives designated by ▇▇▇▇▇▇▇▇, as [*] and the parties initial NeoGenesis members shall agree from time to timebe [*] and [*]. Each member of the Steering Committee will have one vote. Scientific vote and management authority and responsibility for activities conducted under the Collaborative Protocol will be governed by all decisions of the Steering Committee. Committee will [*]. (b) The Steering Committee will meet shall be responsible for the management and conduct of the Program and shall in particular: (i) consider, review and amend the Program from time to time in such manner as may be appropriate; (ii) monitor progress of the Program; (iii) report regularly to the management of both parties upon the progress of the Program; and (iv) be the initial medium for transfer of information between the parties. (c) The Steering Committee shall hold meetings as mutually agreed by the parties (but in no later event less than thirty quarterly during the Research Term) to review the Program. The first meeting of the Steering Committee shall be held within forty-five (45) days after of the Effective Date and shall be held in Cambridge, MA. Thereafter, meetings may be held by telephone or video conference if requested by either party in writing to the other, PROVIDED THAT the parties shall meet in person at least four two (2) times per a year during the Term Research Term. The party hosting the meeting shall circulate an agenda at least five (5) business days prior to a meeting. Minutes of the Agreement using mutually agreed upon meeting locations and formats including tele-conferencing and video-conferencing. Each party shall bear its own expenses relating to the all meetings and activities of the Steering Committee. On an alternating basis, one party will promptly prepare and deliver to the members setting forth decisions of the Steering Committee relative to the Screening Process shall be prepared by the host party and circulated to both parties within fifteen (15) days after each meeting, but minutes shall not become official until approved by both parties (which approval the parties shall use reasonable efforts to give within thirty (30) days of receipt of such minutes). (d) The quorum for Steering Committee meetings for review shall be two, provided that at least one member from each of NeoGenesis and approval of both partiesOGS is present. Each party may change their individual members of Disagreements among the Steering Committee as each may deem to regarding the Program will be advisable from time to time with prior approval of the Steering Committeeresolved via good-faith discussions; PROVIDED, so long as there are always an equal number of representatives from each party. Decisions that in the Steering Committee will event of a disagreement that cannot be made by unanimous voteresolved within thirty (30) days after the date on which the disagreement arose, at a meeting where all voting representatives are presentthe matter shall be referred to between OGS's Chief Executive Officer and NeoGenesis's Chief Executive Officer or their respective designees. All unresolved disputes will be settled in accordance with Section 16.4Thereafter, or as otherwise mutually agreed upon in writingif any such disagreement is not resolved within sixty (60) days, then OGS shall have the right to make the final decision.

Steering Committee. No later than ten Within thirty (30) days after the Effective Date, the parties will establish a joint steering committee (Initial Shareholders and CPLB shall form the "“Steering Committee"). The Steering Committee will manage the Collaborative Program ” to have oversight and will (i) provide strategic direction and performance criteria review responsibility for the Collaborative Program; (ii) monitor progress and communicate status of the Collaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; and (iv) will continue to communicate following the Collaborative Period regarding the CPLB’s research, development and commercialization of Products and New Products. The Steering Committee will shall report to the Board and shall consist of not less than two (2) representatives designated by Senomyx of each Initial Shareholder and not less than two of CPLB. It is the intent that such representatives designated by ▇▇▇▇▇▇▇▇, as will be relevant function heads or senior management in the parties shall agree respective organizations. A Party may change its representatives from time to timetime upon written notice to the other Parties. Each member The operation and authority of the Steering Committee will have one voteshall be as follows: 8.1.1. Scientific Subject to the Restated Licenses, CPLB shall prepare a plan for the research, Development and/or Commercialization of each Product based on criteria to be determined by the Steering Committee, which plan(s), and management authority and responsibility for activities conducted under amendments thereto, are subject to the Collaborative Protocol will be governed by approval of the Steering Committee. The Steering Committee will shall periodically review such plan(s) from a strategic and operational perspective to monitor CPLB’s progress under such plan(s) and to determine whether the Parties are meeting their commitments, if any, of both human and financial support for the research, Development and Commercialization of Products. 8.1.2. The Steering Committee shall meet no later than thirty days after the Effective Date and at least four times per year during the Term of the Agreement using mutually agreed upon meeting locations once in each calendar quarter at a time and formats including tele-conferencing and video-conferencing. Each party shall bear its own expenses relating place to the meetings and activities of be determined by the Steering Committee. On an alternating basisCPLB shall give thirty days’ prior written notice containing the agenda, one party will promptly prepare time and deliver place of each meeting to the members of the Steering Committee minutes of such Initial Shareholders. Non-voting participants may attend meetings for review and approval of both parties. Each party may change their individual members of the Steering Committee as mutually agreed by the Initial Shareholders and CPLB. CPLB will bear all expenses associated with attendance of its employees at any in-person meetings. Any conference call meeting will be held by means of telephone conference or similar communications equipment through which all participants can hear each may deem other. CPLB shall prepare minutes of each meeting, which CPLB shall distribute to be advisable from time to time with prior the Initial Shareholders for review and approval within thirty (30) days following such meeting. 8.1.3. Decisions of the Steering Committee, so long as there are always an equal number of representatives from each party. Decisions in the Steering Committee will shall be made by unanimous vote, at with the representatives of each Initial Shareholder and CPLB having one collective vote. If the Steering Committee is unable to reach a meeting where all voting representatives are present. All unresolved disputes will unanimous vote on any issue, then the issue shall be settled referred to the Board, whose decision shall control the matter in accordance with Section 16.4, or as otherwise mutually agreed upon in writingthe terms of this Agreement.