Common use of Steering Committee Clause in Contracts

Steering Committee. The Steering Committee is responsible for evaluating Project Proposals submitted by Participants, selecting the projects to be undertaken by the Program, and determining whether the projects are appropriate for development as an American National Standard. The Steering Committee is thus charged with implementing the strategic direction given to the Program by the Director and the Participants by selecting projects consistent with those strategic goals. The Steering Committee shall make its determinations using the guidelines set forth in these Governing Documents and as otherwise may be promulgated by the Director. The Steering Committee shall also provide recommendations to the Director regarding the relative priority of different Project Proposals and provide counsel and advice to the Director on such other issues as the Director may request. The Steering Committee shall assume such further responsibilities as the Director may from time to time direct. The Steering Committee shall use reasonable efforts to perform its responsibilities under the Governing Documents, to encourage compliance with the Governing Documents by all Participants, and to promote proper use of the Program’s intellectual property rights, in accordance with, and subject to, the needs of the Program in the context of its overall mission. The Steering Committee may establish one or more subcommittees to assist it in carrying out its responsibilities. Except as provided in the Operating Procedures, a majority of the Steering Committee voting at a meeting is required to take or approve any action. A majority of the Steering Committee shall constitute a quorum for voting purposes. The Steering Committee consists of individuals appointed by the Director and the Director. There are no formal prerequisites to serve on the Steering Committee, although an effort will be made by the Director to include individuals on the Steering Committee who have technical and other expertise relevant to the Steering Committee’s responsibilities. To ensure fair representation of the varied groups that comprise the Program, seats on the Steering Committee will be divided in the following manner: Non-Profit Organizations 3 seats For-Profit Industry Partners 3 seats AAMC 1 seat Government 1 seat Health Professions Education and Training Programs 4 seats Director 1 seat If a seat cannot be appointed to an individual representing a government agency Participating Organization, that seat may be appointed to a non-profit organization or health professions education and training program. Steering Committee members may be nominated by the existing Steering Committee subject to maintaining the required allocation among the Participation Types. Final appointment is determined by the Director. Steering Committee members shall serve for a one-year term and may be re-appointed for up to three consecutive terms or until a successor from the Participation Type is identified. Steering Committee membership may resume after a minimum one-year hiatus from the last appointment. Appointment to the Steering Committee may not exceed 18 years total for the lifetime of the individual. A Steering Committee member may be removed by a two-thirds vote of the Steering Committee or by a two-thirds vote of all Participants within the Participation Type represented by the Steering Committee member. A substitute Steering Committee member may be appointed by majority vote of the Steering Committee who shall continue to serve until the next regularly scheduled appointment of that Steering Committee position. The Director appoints a Chair to preside over Steering Committee activities. The individual appointed to serve as Chair serves one year as Chair Elect, one year as Chair, and one year as Immediate Past Chair, but only to the extent such person remains on the Steering Committee. The responsibilities of the Chairs will be as follows: i. Chair Elect – Oversight of the Voting Body and its procedures ii. Chair – Oversight of Steering Committee Activities iii. Immediate Past Chair – Oversight of annual meeting Planning Committee and other community engagement activities. The Director appoints the Chair, which is reviewed by the Steering Committee and approved by the Voting Body. The Steering Committee, at its option, may appoint a Secretary and such other roles as the Steering Committee deems necessary to carry out the purposes of the Program. Those that hold these roles may be removed and successors appointed by majority vote of the Steering Committee.

Steering Committee. The Steering Committee is responsible for evaluating Project Proposals submitted by Participants, selecting the projects to be undertaken by the Program, and determining whether the projects are appropriate for development as an American National Standard. The Steering Committee is thus charged with implementing the strategic direction given to the Program by the Director and the Participants by selecting projects consistent with those strategic goals. The Steering Committee shall make its determinations using the guidelines set forth in these Governing Documents and as otherwise may be promulgated by the Director. The Steering Committee shall also provide recommendations to the Director regarding the relative priority of different Project Proposals and provide counsel and advice to the Director on such other issues as the Director may request. The Steering Committee shall assume such further responsibilities as the Director may from time to time direct. The Steering Committee shall use reasonable efforts to perform its responsibilities under the Governing Documents, to encourage compliance with the Governing Documents by all Participants, and to promote proper use of the Program’s intellectual property rights, in accordance with, and subject to, the needs of the Program in the context of its overall mission. The Steering Committee may establish one or more subcommittees to assist it in carrying out its responsibilities. Except as provided in the Operating Procedures, a majority of the Steering Committee voting at a meeting is required to take or approve any action. A majority of the Steering Committee shall constitute a quorum for voting purposes. The Steering Committee consists of individuals appointed by the Director and the Director. There are no formal prerequisites to serve on the Steering Committee, although an effort will be made by the Director to include individuals on the Steering Committee who have technical and other expertise relevant to the Steering Committee’s responsibilities. To ensure fair representation of the varied groups that comprise the Program, seats on the Steering Committee will be divided in the following manner: Non-Profit Organizations 3 seats For-Profit Industry Partners 3 seats AAMC 1 seat Government 1 seat Health Professions Education and Training Programs 4 seats Director 1 seat If a seat cannot be appointed to an individual representing a government agency Participating Organization, that seat may be appointed to a non-profit organization or health professions education and training program. Steering Committee members may be nominated by the existing Steering Committee subject to maintaining the required allocation among the Participation Types. Final appointment is determined by the Director. Steering Committee members shall serve for a one-year term and may be re-appointed for up to three consecutive terms or until a successor from the Participation Type is identified. Steering Committee membership may resume after a minimum one-year hiatus from the last appointment. Appointment to the Steering Committee may not exceed 18 years total for the lifetime of the individual. A Steering Committee member may be removed by a two-thirds vote of the Steering Committee or by a two-thirds vote of all Participants within the Participation Type represented by the Steering Committee member. A substitute Steering Committee member may be appointed by majority vote of the Steering Committee who shall continue to serve until the next regularly scheduled appointment of that Steering Committee position. The Director appoints a Chair to preside over Steering Committee activities. The individual appointed to serve as Chair serves one year as Chair Elect, one year as Chair, and one year as Immediate Past Chair, but only to the extent such person remains on the Steering Committee. The responsibilities of the Chairs will be as follows: i. Chair Elect – Oversight of the Voting Body and its procedures ii. Chair – Oversight of Steering Committee Activities iii. Immediate Past Chair – Oversight of annual meeting Planning Committee and other community engagement activities. The Director appoints the Chair, which is reviewed by the Steering Committee and approved by the Voting Body. The Steering Committee, at its option, may appoint a Secretary and such other roles as the Steering Committee deems necessary to carry out the purposes of the Program. Those that hold these roles may be removed and successors appointed by majority vote of the Steering Committee.

Steering Committee. The sales and marketing program for the Test will be managed by a steering committee having equal representation of the parties (the “Steering Committee is responsible for evaluating Project Proposals submitted by Participants, selecting the projects to be undertaken by the Program, and determining whether the projects are appropriate for development as an American National StandardCommittee”). The Steering Committee is thus charged with implementing the strategic direction given to the Program will include three (3) members from each party and will meet in-person at least quarterly while more frequent meetings or teleconferences will be held anytime they are needed and requested by the Director and Steering Committee’s members of either party. If an in-person meeting is impracticable, meetings may be held by videoconference or teleconference. When meetings are held in person, individual members of the Participants Steering Committee may nonetheless participate by selecting projects consistent with those strategic goalsvideoconference 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 acted upon at any meeting of the Steering Committee. Other representatives of the parties may attend Steering Committee meetings as non-voting participants. At least one week prior to any meeting of the Steering Committee, the parties shall agree upon a proposed agenda of the matters to be discussed at such meeting. The Steering Committee parties shall make its determinations using agree, at the guidelines set forth in these Governing Documents and as otherwise may be promulgated by the Director. The Steering Committee shall also provide recommendations to the Director regarding the relative priority of different Project Proposals and provide counsel and advice to the Director on such other issues as the Director may request. The Steering Committee shall assume such further responsibilities as the Director may from time to time direct. The Steering Committee shall use reasonable efforts to perform its responsibilities under the Governing Documents, to encourage compliance with the Governing Documents by all Participants, and to promote proper use first meeting of the Program’s intellectual property rightsSteering Committee, in accordance with, and subject to, the needs of the Program in the context of its overall missionupon procedures for maintaining meeting minutes. The Steering Committee may establish one or more subcommittees take action on a matter at a meeting only if a quorum exists with respect to assist it in carrying out its responsibilitiesthat matter. Except as provided in the Operating Procedures, a majority The attendance of at least two (2) members of the Steering Committee voting of each party at a meeting is required to take or approve any actionshall constitute a quorum for the transaction of business. A majority Each member of the Steering Committee shall constitute a quorum for voting purposesbe 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. The All decisions made by the Steering Committee consists of individuals appointed shall require a majority vote by the Director and the Director. There are no formal prerequisites to serve on members of the Steering Committee, although an effort will either in person or by proxy. Any action required or permitted to be made by the Director to include individuals on the Steering Committee who have technical and other expertise relevant to the Steering Committee’s responsibilities. To ensure fair representation taken at any meeting of the varied groups that comprise the Program, seats on the Steering Committee will be divided in the following manner: Non-Profit Organizations 3 seats For-Profit Industry Partners 3 seats AAMC 1 seat Government 1 seat Health Professions Education and Training Programs 4 seats Director 1 seat If a seat cannot be appointed to an individual representing a government agency Participating Organization, that seat may be appointed to a non-profit organization or health professions education and training program. Steering Committee members may be nominated by the existing Steering Committee subject to maintaining the required allocation among the Participation Types. Final appointment is determined by the Director. Steering Committee members shall serve for a one-year term and may be re-appointed for up to three consecutive terms or until a successor from the Participation Type is identified. Steering Committee membership may resume after a minimum one-year hiatus from the last appointment. Appointment to the Steering Committee may not exceed 18 years total for be taken without a meeting if the lifetime action is taken by all members of the individual. A Steering Committee member may be removed by a two-thirds vote of the Steering Committee or by a two-thirds vote of all Participants within the Participation Type represented by the Steering Committee member. A substitute Steering Committee member may be appointed by majority vote of the Steering Committee who shall continue to serve until the next regularly scheduled appointment of that Steering Committee position. The Director appoints a Chair to preside over Steering Committee activities. The individual appointed to serve as Chair serves one year as Chair Elect, one year as Chair, and one year as Immediate Past Chair, but only to the extent such person remains on the Steering Committee. The responsibilities of Such action must be evidenced by one or more written consents describing the Chairs will be as follows: i. Chair Elect – Oversight of the Voting Body action taken and its procedures ii. Chair – Oversight of Steering Committee Activities iii. Immediate Past Chair – Oversight of annual meeting Planning Committee and other community engagement activities. The Director appoints the Chair, which is reviewed signed by the Steering Committee and approved by the Voting Body. The Steering Committee, at its option, may appoint a Secretary and such other roles as the Steering Committee deems necessary to carry out the purposes of the Program. Those that hold these roles may be removed and successors appointed by majority vote each member of the Steering Committee. In the event the Steering Committee is unable to achieve a majority vote on any issue, then the dispute resolution process set forth in Section 5.3 hereof will be followed with respect to such issue.

Steering Committee. The Steering Committee is (a) Within fifteen (15) days of the Original Effective Date, each Party will designate three (3) individuals to serve on a committee responsible for evaluating Project Proposals submitted by Participants, selecting general oversight of the projects to be undertaken Collaboration Projects (the “Steering Committee”). Each individual designated by the Program, Parties will have the expertise and determining whether authority necessary to supervise the projects are appropriate activities contemplated for development as an American National Standardthe Collaboration Projects then in effect. The Steering Committee is thus charged with implementing Each Party will have the strategic direction given right to the Program by the Director and the Participants by selecting projects consistent with those strategic goals. The Steering Committee shall make its determinations using the guidelines set forth in these Governing Documents and as otherwise may be promulgated by the Director. The Steering Committee shall also provide recommendations to the Director regarding the relative priority of different Project Proposals and provide counsel and advice to the Director on such other issues as the Director may request. The Steering Committee shall assume such further responsibilities as the Director may from time to time direct. The Steering Committee shall use reasonable efforts to perform its responsibilities under the Governing Documents, to encourage compliance with the Governing Documents by all Participants, and to promote proper use of the Program’s intellectual property rights, in accordance with, and subject to, the needs of the Program in the context of its overall mission. The Steering Committee may establish one or more subcommittees to assist it in carrying out its responsibilities. Except as provided in the Operating Procedures, a majority remove any member of the Steering Committee voting at it designates. At any time a meeting vacancy is required created on the Steering Committee due to a member’s resignation, removal or any other reason, the Party that originally designated such member will designate an individual to fill such vacancy. Each party may also designate appropriate support staff, legal staff, and translators to attend meetings and assist with operation of the Steering Committee. In accordance with the provisions and objectives of this Agreement and each Collaboration Project Plan, the Steering Committee will oversee, coordinate, and manage the Parties’ activities with respect to the Collaboration Projects and exercise decision-making authority over all activities related to each Collaboration Project and make all such decisions and take all such other actions as are delegated to it in this Agreement. (b) The Steering Committee will meet as often as needed upon written notice by or approve on behalf of any action. A majority member of the Steering Committee shall constitute a quorum but in any case will meet not less than once each quarter, such meetings to be scheduled in advance for voting purposeseach Contract Year at the beginning of such Contract Year or as otherwise mutually agreed. The Steering Committee consists Any notice of individuals appointed by the Director and the Director. There are no formal prerequisites to serve on the Steering Committee, although an effort will be made by the Director to include individuals on the Steering Committee who have technical and other expertise relevant to the Steering Committee’s responsibilities. To ensure fair representation any meeting of the varied groups that comprise the Program, seats on the Steering Committee will be divided sent in writing (which may include email) to each member of the following manner: Non-Profit Organizations 3 seats For-Profit Industry Partners 3 seats AAMC 1 seat Government 1 seat Health Professions Education Steering Committee and Training Programs 4 seats Director 1 seat If a seat cannot will include an agenda identifying in reasonable detail the matters to be appointed discussed at such meeting together with copies of any relevant documents to an individual representing a government agency Participating Organization, that seat may be appointed to a non-profit organization or health professions education and training programdiscussed. Steering Committee members may meetings will be nominated held at times and places and in such form, such as by telephone or video conference, as the Steering Committee determines, except that in-person meetings of the Steering Committee will alternate between the Parties’ offices at least twice per Contract Year, unless otherwise agreed in writing by the existing Parties. Any Steering Committee subject member may designate a substitute of at least equivalent experience and seniority to maintaining attend and perform the required allocation among the Participation Types. Final appointment is determined by the Director. functions of that Steering Committee members shall serve for a one-year term and may be re-appointed for up to three consecutive terms or until a successor from the Participation Type is identified. member at any Steering Committee membership may resume after a minimum one-year hiatus from the last appointmentmeeting. Appointment Subject to Section 2.5(a), members of the Steering Committee may not exceed 18 years total for the lifetime invite Representatives to attend meetings of the individual. A Steering Committee member may as observers or to make presentations, in each case without any voting authority. (c) The Steering Committee, with the support of each Party’s patent attorneys and other relevant Representatives, will be removed responsible for allocating ownership and usage rights for any Jointly Developed Intellectual Property in accordance with Section 4.3. (d) Each Party’s Steering Committee members will have collectively one vote with respect to any matter requiring action or approval by a two-thirds the Steering Committee. All decisions of the Steering Committee will be unanimous. No vote of the Steering Committee or may be taken unless a majority of both the Joby Committee Members and the Toyota Committee Members are present. The Steering Committee will make all decisions and take other actions in good faith and with due care, after consideration of the information that is reasonably available to it. (e) The Steering Committee has only the powers specifically delegated to it by a two-thirds vote this Agreement and has no authority to act on behalf of all Participants within any Party. Without limiting the Participation Type represented by generality of the foregoing, the Steering Committee member. A substitute has no authority to, and will not purport to or attempt to: (i) negotiate or enter into agreements on behalf of any Party; (ii) make representations or warranties on behalf of any Party; (iii) waive rights of any Party; (iv) extend credit on behalf of any Party; or (v) take or grant licenses of, transfer ownership, or otherwise encumber Intellectual Property Rights on behalf of any Party. (f) Each Party will bear all expenses of its respective Steering Committee member may be appointed by majority vote of the Steering Committee who shall continue members related to serve until the next regularly scheduled appointment of that Steering Committee position. The Director appoints a Chair to preside over Steering Committee activities. The individual appointed to serve as Chair serves one year as Chair Elect, one year as Chair, and one year as Immediate Past Chair, but only to the extent such person remains their participation on the Steering Committee. The responsibilities of the Chairs will be as follows: i. Chair Elect – Oversight of the Voting Body and its procedures ii. Chair – Oversight of Steering Committee Activities iii. Immediate Past Chair – Oversight of annual meeting Planning Committee and other community engagement activities. The Director appoints the Chair, which is reviewed by the Steering Committee and approved by the Voting Body. The Steering Committee, attendance at its option, may appoint a Secretary and such other roles as the Steering Committee deems necessary to carry out the purposes of the Program. Those that hold these roles may be removed and successors appointed by majority vote of the Steering Committeemeetings.

Steering Committee. The A Steering Committee is responsible for evaluating Project Proposals submitted by Participantsestablished as the coordinating and governing body of this Voluntary Agreement. Each Manufacturer Signatory that Sells Televisions in the United States or Canada may nominate one person to represent it as a Member on the Steering Committee. A representative of the Consumer Technology Association shall serve as a Member of the Steering Committee. The Energy Advocates together may nominate no more than two persons to serve as voting Members of the Steering Committee, selecting the projects to be undertaken by the Program, and determining whether the projects are appropriate for development as an American National Standardwith no more than one Member per Energy Advocate Signatory. The Steering Committee is thus charged with implementing will elect a Chair from among its Members. The Chair will be responsible for convening and conducting meetings of the strategic direction given Steering Committee. Signatories entitled to nominate a Member may appoint an alternate representative that may attend meetings and vote in the absence of that Member. Signatories may replace a Member or alternative representative on notice to the Program by Chair of the Director and Steering Committee. At the Participants by selecting projects consistent with those strategic goals. The request of any Signatory, the Chair may authorize any person to attend meetings of the Steering Committee shall make its determinations using the guidelines set forth in these Governing Documents and as otherwise may be promulgated by the Directora non-voting participant. The Attendees at Steering Committee meetings shall sign a confidentiality agreement as a condition of attendance. Such agreement will also provide recommendations for confidentiality protection of all non-public information shared in connection with this Voluntary Agreement, including but not limited to the Director regarding the relative priority of different Project Proposals Sections 6.3, 9 and provide counsel and advice to the Director on such other issues as the Director may request. The Steering Committee shall assume such further responsibilities as the Director may from time to time direct. The Steering Committee shall use reasonable efforts to perform its responsibilities under the Governing Documents, to encourage compliance with the Governing Documents by all Participants, and to promote proper use of the Program’s intellectual property rights, in accordance with, and subject to, the needs of the Program in the context of its overall mission12. The Steering Committee may establish one or more subcommittees to assist it in carrying out its responsibilities. Except as provided in the Operating Procedures, a majority adopt rules of the Steering Committee voting at a meeting is required to take or approve any action. A majority of the Steering Committee shall constitute a quorum for voting purposesprocedure and administration. The Steering Committee consists may delegate any of its authority or responsibilities to specific individuals appointed or to subcommittees established by the Director and the Director. There are no formal prerequisites to serve on the Steering Committee, although an effort will be made by the Director to include individuals on the Steering Committee who have technical and other expertise relevant to the Steering Committee’s responsibilities. To ensure fair representation of the varied groups that comprise the Program, seats on the Steering Committee will be divided in the following manner: Non-Profit Organizations 3 seats For-Profit Industry Partners 3 seats AAMC 1 seat Government 1 seat Health Professions Education and Training Programs 4 seats Director 1 seat If a seat cannot be appointed to an individual representing a government agency Participating Organization, that seat may be appointed to a non-profit organization or health professions education and training program. Steering Committee members may be nominated by the existing Steering Committee subject to maintaining the required allocation among the Participation Types. Final appointment is determined by the Director. Steering Committee members shall serve for a one-year term and may be re-appointed for up to three consecutive terms or until a successor from the Participation Type is identified. Steering Committee membership may resume after a minimum one-year hiatus from the last appointment. Appointment to the Steering Committee may not exceed 18 years total for the lifetime of the individual. A Steering Committee member may be removed by a two-thirds vote of the Steering Committee or by a two-thirds vote of all Participants within the Participation Type represented by the Steering Committee member. A substitute Steering Committee member may be appointed by majority vote of the Steering Committee who shall continue to serve until the next regularly scheduled appointment of that Steering Committee position. The Director appoints a Chair to preside over Steering Committee activities. The individual appointed to serve as Chair serves one year as Chair Elect, one year as Chair, and one year as Immediate Past Chair, but only to the extent such person remains on the Steering Committee. The responsibilities costs of the Chairs attending Steering Committee meetings will be as follows: i. Chair Elect – Oversight of the Voting Body and its procedures iiborne by each attendee. Chair – Oversight of Steering Committee Activities iii. Immediate Past Chair – Oversight of annual meeting Planning Committee and other community engagement activities. The Director appoints the Chair, which is reviewed Expenses authorized by the Steering Committee may be paid through dues assessed equally on each Manufacturer Signatory. In the alternative, the Steering Committee may establish arrangements under which the Independent Administrator and approved by the Voting Bodyother vendors will assess a share of its charges to each Manufacturer Signatory. The Steering Committee, at its option, Committee may appoint consult and engage with representatives of appropriate regulatory authorities and other stakeholders to provide updates regarding the implementation of this Voluntary Agreement. The intention of this Voluntary Agreement is to cover devices sold in high volumes to consumers that are ordinarily understood to be Televisions. Any ambiguity of whether a Secretary and such other roles as the Steering Committee deems necessary to carry out the purposes of the Program. Those that hold these roles particular device is covered may be removed and successors appointed resolved by majority vote of the Steering Committee.

Steering Committee. The A Steering Committee is responsible for evaluating Project Proposals submitted by Participants, selecting established as the projects coordinating and governing body of this Voluntary Agreement. Each Service Provider that has at least two million residential broadband Internet access subscribers at or after the date of execution of the Voluntary Agreement may nominate one person to represent it as a Member on the Steering Committee. Initial Service Provider Signatories shall maintain their Member seats on the Steering Committee notwithstanding any merger or consolidation of particular Service Provider Members. Additional Service Provider Signatories may be admitted on terms to be undertaken approved by the Program, Steering Committee. CTA may nominate up to three persons representing Vendor Signatories to serve as Members of the Steering Committee. A representative of NCTA and determining whether CTA shall each serve as a Member. Each Energy Advocate may nominate a representative to serve as a Member of the projects are appropriate for development as Steering Committee. Signatories entitled to nominate a Member may appoint an American National Standardalternate representative that may attend meetings and vote in the absence of that Member. A Signatory may replace its Member or alternative representative on notice. The Steering Committee is thus charged with implementing will elect a Chair from among its Members. The Chair will be responsible for convening the strategic direction given Steering Committee meetings at least once each calendar year, and for running meetings of the Steering Committee. At the request of any Signatory, the Chair may authorize any person to attend meetings of the Program Steering Committee as a non-voting participant. Attendees at Steering Committee meetings shall sign a confidentiality agreement as a condition of attendance. The Steering Committee may adopt rules of procedure and administration. The Steering Committee may delegate any of its powers under the Voluntary Agreement to specific individuals or to sub-committees established by the Director and the Participants by selecting projects consistent with those strategic goalsSteering Committee. The Steering Committee shall make its determinations using designate an Independent Administrator to be responsible for the guidelines set forth in these Governing Documents collection and as otherwise may be promulgated processing of information supplied directly or indirectly by the Director. The Steering Committee shall also provide recommendations to the Director regarding the relative priority of different Project Proposals Signatories and provide counsel and advice to the Director on such other issues as the Director may request. The Steering Committee shall assume such further responsibilities as the Director may from time to time direct. The Steering Committee shall use reasonable efforts to perform its responsibilities under the Governing Documents, to encourage determining a Signatory’s compliance with the Governing Documents by all Participants, and to promote proper use of the Program’s intellectual property rights, in accordance with, and subject to, the needs of the Program in the context of its overall missionVoluntary Agreement. The costs of attending Steering Committee may establish one or more subcommittees to assist it in carrying out its responsibilitiesmeetings will be borne by each attendee. Except as provided in the Operating Procedures, a majority The costs of the Steering Committee voting at a meeting is required to take or approve any action. A majority of operating the Steering Committee shall constitute a quorum for voting purposes. The Steering Committee consists of individuals appointed by the Director and the Director. There are no formal prerequisites to serve on the Steering Committee, although an effort will be made by the Director to include individuals on the Steering Committee who have technical and other expertise relevant to the Steering Committee’s responsibilities. To ensure fair representation of the varied groups that comprise the Program, seats on the Steering Committee will be divided allocated in the following manner: Noncost-Profit Organizations 3 seats For-Profit Industry Partners 3 seats AAMC 1 seat Government 1 seat Health Professions Education and Training Programs 4 seats Director 1 seat If a seat cannot be appointed to an individual representing a government agency Participating Organization, that seat may be appointed to a non-profit organization or health professions education and training program. Steering Committee members may be nominated by the existing Steering Committee subject to maintaining the required allocation among the Participation Types. Final appointment is determined by the Director. Steering Committee members shall serve for a one-year term and may be re-appointed for up to three consecutive terms or until a successor from the Participation Type is identified. Steering Committee membership may resume after a minimum one-year hiatus from the last appointment. Appointment to the Steering Committee may not exceed 18 years total for the lifetime of the individual. A Steering Committee member may be removed by a two-thirds vote of the Steering Committee or by a two-thirds vote of all Participants within the Participation Type represented by the Steering Committee member. A substitute Steering Committee member may be appointed by majority vote of the Steering Committee who shall continue to serve until the next regularly scheduled appointment of that Steering Committee position. The Director appoints a Chair to preside over Steering Committee activities. The individual appointed to serve as Chair serves one year as Chair Elect, one year as Chair, and one year as Immediate Past Chair, but recovery only to the extent such person remains on the Steering Committee. The responsibilities of the Chairs will be as follows: i. Chair Elect – Oversight of the Voting Body and its procedures ii. Chair – Oversight of Steering Committee Activities iii. Immediate Past Chair – Oversight of annual meeting Planning Committee and other community engagement activities. The Director appoints the Chair, which is reviewed dues set by the Steering Committee and approved by the Voting Body. The Steering Committeeassessed equally on each Signatory, at its option, may appoint a Secretary and such other roles as except that the Steering Committee deems necessary may waive or approve lower dues for Energy Advocates or Vendor Signatories that did not Sell SNE during the prior Reporting Period. The Commercial Signatories and the Energy Advocates will seek regular joint consultation and engagement with representatives of appropriate regulatory authorities and other stakeholders to carry out provide updates regarding the purposes implementation of the Program. Those that hold these roles may be removed and successors appointed by majority vote of the Steering Committeethis Agreement.

Steering Committee. The AOSOS Consortium Steering Committee is responsible administers the consortium and takes responsibility for evaluating Project Proposals submitted by Participants, selecting the projects to be undertaken by the Program, and determining whether the projects are appropriate for development as an American National Standard. The Steering Committee is thus charged with implementing the strategic direction given to the Program by the Director and the Participants by selecting projects consistent with those strategic goals. The Steering Committee shall make its determinations using the guidelines set forth in these Governing Documents and as otherwise may be promulgated by the Director. The Steering Committee shall also provide recommendations to the Director regarding the relative priority of different Project Proposals and provide counsel and advice to the Director final decision-making on such other issues as the Director may request. The Steering Committee shall assume such further responsibilities as the Director may from time to time direct. The Steering Committee shall use reasonable efforts to perform its responsibilities under the Governing Documents, to encourage compliance with the Governing Documents by all Participants, and to promote proper use behalf of the Program’s intellectual property rights, in accordance with, and subject to, the needs AOSOS Consortium. Each state formally committed to utilizing AOSOS as their primary one-stop operating system will respectively identify one individual from their state to act as a member of the Program in the context of its overall mission. The AOSOS Consortium Steering Committee may establish one or more subcommittees to assist it in carrying out its responsibilities. Except as provided in the Operating Procedures, a majority of the Steering Committee voting at a meeting is required to take or approve any actionCommittee. A majority of the Steering Committee shall constitute a quorum for voting purposes. The Steering Committee consists of individuals appointed by the Director and the Director. There are no formal prerequisites to USDOL/ETA representative will serve on the Steering Committee, although an effort will be made by the Director to include individuals on the Steering Committee who have technical and other expertise relevant to the Steering Committee’s responsibilities. To ensure fair representation of the varied groups that comprise the Program, seats on the Steering Committee will be divided in the following manner: Non-Profit Organizations 3 seats For-Profit Industry Partners 3 seats AAMC 1 seat Government 1 seat Health Professions Education and Training Programs 4 seats Director 1 seat If a seat cannot be appointed to an individual representing a government agency Participating Organization, that seat may be appointed to as a non-profit organization or health professions education and training programvoting member on the Committee. The AJBSC will also appoint one representative to serve as a non-voting member on the Committee. The AOSOS Consortium Steering Committee members may be nominated by functions as the existing formal decision-making body on behalf of the AOSOS Consortium. By separate document, the AOSOS Consortium Steering Committee subject has developed and agreed to maintaining AOSOS Consortium operating procedures which include, but are not limited to: how the required allocation among AOSOS Consortium conducts meetings; the Participation Typesmethod of member voting; protocols for communications between member states and USDOL/ETA, the AJBSC and others; functionality sign-offs; participation and representation on other committees/workgroups; meetings; and other operational/organizational decisions as needed. Final appointment is determined by These procedures also outline how functional requirements will be developed, documented and approved, then communicated to the DirectorConsortium Agent and its contractor(s). The operating procedures also describe the frequency and manner with which the AOSOS Consortium Steering Committee members shall serve for a one-year term and may be re-appointed for up to three consecutive terms or until a successor from the Participation Type is identifiedfull AOSOS Consortium membership meet. Steering Committee membership may resume after a minimum one-year hiatus from the last appointment. Appointment to the Steering Committee may not exceed 18 years total for the lifetime of the individual. A Steering Committee member may be removed by a two-thirds vote of the Steering Committee or by a two-thirds vote of all Participants within the Participation Type represented by the Any AOSOS Consortium Steering Committee member, USDOL/ETA, or the AJBSC may request meetings. A substitute Steering Committee member may be appointed Participation in meetings by majority vote non-Consortium state staff, other stakeholders, and/or other invitees is permitted with prior approval of the Steering Committee who shall continue to serve until the next regularly scheduled appointment of that Steering Committee position. The Director appoints a Chair to preside over Steering Committee activities. The individual appointed to serve as Chair serves one year as Chair Elect, one year as Chair, and one year as Immediate Past Chair, but only to the extent such person remains on the Steering Committee. The responsibilities Although it will be important for them to play an active role in the discussion of most issues, neither the USDOL/ETA, nor the AJBSC will participate in the decisions for final recommendations or decisions of the Chairs will be as follows: i. Chair Elect – Oversight AOSOS Consortium Steering Committee on behalf of the Voting Body and its procedures iiAOSOS Consortium. Chair – Oversight of However, decisions affecting federal resources or involving federal compliance responsibilities made by the AOSOS Consortium Steering Committee Activities iiiwill have to have the affirmative consent of the USDOL/ETA before becoming official. Immediate Past Chair – Oversight of annual meeting Planning Committee and other community engagement activities. SUB-COMMITTEE/WORKGROUP STRUCTURE The Director appoints the Chair, which is reviewed by the Steering Committee and approved by the Voting Body. The AOSOS Consortium Steering Committee, at its optionthrough AOSOS Consortium operating procedures, may appoint decide at any time to develop a Secretary and such other roles as the Steering Committee deems necessary workgroup or workgroups to carry out the purposes functions of the ProgramAOSOS Consortium. Those Such workgroups will have no final decision-making authority and will be charged with making recommendations to the AOSOS Consortium Steering Committee for action. When appointing a workgroup, the AOSOS Consortium Steering Committee will develop a specific charter for the group, which should include: identification of a facilitator/convener for the workgroup; the purpose the workgroup is intended to meet, specific deliverables, and a time frame for the deliverables. Any member state may choose to be represented on a workgroup, however where possible, workgroups should be no more than 6-8 members. The AOSOS Consortium Steering Committee may choose to appoint other partners, subject matter experts or stakeholders to any workgroup as needed. PARTNERSHIPS / RELATIONSHIPS There are at least three entities with which the AOSOS Consortium will be interacting on a regular basis. The AJBSC, as the entity responsible for meeting the contractual obligations to the USDOL/ETA in PY2003 for maintenance and limited development of AOSOS and to the AOSOS Consortium as its agent for new development and enhancements, is a non-voting member of the AOSOS Consortium and a critical partner. USDOL/ETA currently is one source of funds for AOSOS and has interests in making AOSOS successful on behalf of all states as well as ensuring that hold these roles federal interests in AOSOS are met where appropriate. As such, USDOL/ETA is a non-voting member of the AOSOS Consortium and also a critical partner. The AOSOS Consortium has shared interests with the CareerOneStop Managing Partners, which operate as a federal/state board governing the ongoing development of the national electronic workforce development tools, specifically the CareerOneStop products (formerly known as the America's Career Kit tools). Therefore, there may be removed shared issues between the AOSOS Consortium and successors appointed the CareerOneStop Managing Partners in the future that will require joint action. The AOSOS Consortium also has shared interests with the USDOL/ETA-facilitated "Super Consortium," and is committed to participating in the group to identify and pursue ways to leverage resources, thereby together improving the automated support of our respective workforce development delivery systems. ACCEPTANCE OF THE AOSOS CONSORTIUM CHARTER WRITTEN COMMITMENT TO AOSOS I have read the charter, agree to the guiding principles laid out herein, and commit to abide by majority vote the roles and responsibilities of Consortium members laid out in the AOSOS Consortium Charter. I further recognize that there is an inherent commitment of staff time necessary to participate in the Consortium and its related committees. I understand that this staff time is necessary to develop the requirements, further enhance, and install new versions of the Steering Committee.AOSOS product, and agree to support the participation of staff from my State in this effort. By signing this document, I hereby ratify this charter and commit my State to implementing AOSOS as our One-Stop operating system. I further certify that I have the authority to make this type of commitment on behalf of the State of Hawaii. Hawaii State Nelson B. Befitel Authorized State Representative (Printed Name) /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇el ----------------------------------------- Authorize▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ative Signature Director, Department of Labor and Industrial Relations Authorized State Representative Title (Printed) 11/10/03 Date ACCEPTANCE OF THE AOSOS CONSORTIUM CHARTER WRITTEN COMMITMENT TO AOSOS I have read the charter, agree to the guiding principles laid out herein, and commit to abide by the roles and responsibilities of Consortium members laid out in the AOSOS Consortium Charter. I further recognize that there is an inherent commitment of staff time necessary to participate in the Consortium and its related committees. I understand that this staff time is necessary to develop the requirements, further enhance, and install new versions of the AOSOS product, and agree to support the participation of staff from my State in this effort. By signing this document, I hereby ratify this charter and commit my State to implementing AOSOS as our One-Stop operating system. I further certify that I have the authority to make this type of commitment on behalf of the State of Kentucky. Kentucky State Willie H. Lile Authorized State Representative (Printed Name) /s/ W. ▇. ▇▇▇▇ 9/24/03 ----------------------------------------- Authorized State Representative Signature Secretary, Cabinet for Workforce Development Authorized State Representative Title (Printed) ---------------------------- Date February 25, 2003 Page 10 of 10 ACCEPTANCE OF THE AOSOS CONSORTIUM CHARTER WRITTEN COMMITMENT TO AOSOS I have read the charter, agree to the guiding principles laid out herein, and commit to abide by the roles and responsibilities of Consortium members laid out in the AOSOS Consortium Charter. I further recognize that there is an inherent commitment of staff time necessary to participate in the Consortium and its related committees. I understand that this staff time is necessary to develop the requirements, further enhance, and install new versions of the AOSOS product, and agree to support the participation of staff from my State in this effort. By signing this document, I hereby ratify this charter and commit my State to implementing AOSOS as our One-Stop operating system. I further certify that I have the authority to make this type of commitment on behalf of the State of Nevada. Nevada State

Steering Committee. The Steering Committee is responsible Pacira shall make all decisions with respect to the strategy and resources for evaluating Project Proposals submitted by Participantsthe marketing and promotion of the Products. However, selecting other issues may arise under the projects to be undertaken by terms of this Work Order or between the Program, and determining whether the projects parties while operating under this Work Order which are appropriate for development as an American National Standardconsultation between the parties to ensure maximum productivity of the Sales Force, including, but not limited to, the establishment of work rules or the response to greater than expected Sales Force turnover and other changing market conditions. The parties shall, therefore, establish a Steering Committee, chaired by Pacira and consisting of up to three (3) members from each party. The chairperson’s duties shall include site selection, logistics, agenda and facilitation; provided however, that a Quintiles Committee is thus charged with implementing the strategic direction given member may submit agenda items to the Program Chair and such items shall be included in the next regular meeting of the Steering Committee. Each member of the Committee shall be an employee or member of the Board of Directors of the party that appointed such member. Initial appointments shall be made within fourteen (14) days of the date of this Work Order. A member of the Committee may be removed at any time, with or without cause, Work Order by the Director and the Participants by selecting projects consistent with those strategic goalsparty that appointed such member. The Steering Committee shall make its determinations using meet each quarter, or otherwise at the guidelines set forth in these Governing Documents call of the chairperson to review, coordinate, and as otherwise may be promulgated by discuss issues regarding the DirectorPromotional Program. In addition, the Committee shall review and resolve issues pertaining to this Work Order. The Steering members of the Committee shall also provide recommendations to the Director regarding the relative priority of different Project Proposals and provide counsel and advice to the Director on such other issues as the Director may request. The Steering Committee shall assume such further responsibilities as the Director may from time to time direct. The Steering Committee shall will use reasonable efforts to perform its responsibilities under the Governing Documentsreach consensus on all decisions. In Witness Whereof, Pacira and Quintiles have caused this Work Order # 6508 to encourage be duly executed on their behalf by their authorized representatives and made effective as of Effective Date of Work Order appearing above. Accepted and Agreed to by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: By: ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇▇▇▇▇ Title: Title: Sr. VP of Commercialization Title: CEO and President Date: Date: August 30, 2011 Salary, including payroll taxes, for Sales Representatives, Regional Managers, Project Leader X Incentive compensation (bonus) for Sales Representatives, including payroll taxes X Benefits package, including (401k), medical, dental, Rx, vacation, holidays X Auto Costs in territory, including monthly allowance, mileage reimbursement, parking and tolls. X Basic Business Expenses in territory, including phone, paper supplies, postage and voice mail. X Business Cards & Detail Bags X Call Reporting & Sample Accountability X Computers for Sales Representatives, including software, helpdesk support, data/replication lines X Computers for DMs, RSMs, NSM, including software, helpdesk support, data/replication lines X IMS Third Party Charges X Infrastructure support (operations, HR, finance, legal) X Liability Insurance: employment, workers comp, E & O, CGL, auto X Initial recruitment, includes drug screens, background and motor vehicle checks X Backfill recruitment, includes drug screens, background and motor vehicle checks X Meetings: Pacira national and regional meetings; product launches X Promotional Expense Budget (access money) X Promotional Program and Promotional Materials (sales aids) X Promotional marketing expenses, including sales data X Training program, materials and facilities; initial and follow-up X Quintiles core curriculum training program, materials and facilities X Field Sales Licensure or Reporting Expenses X Travel Expenses (air, hotel, meals, T&E) X Licensing and Credentialing X Representatives Compensation & Benefits $ [**] District Manager Compensation & Benefits $ [**] PL Compensation & Benefits $ [**] Project Coordinator Support $ [**] Systems and Services Manager $ [**] Rep Field Expenses $ [**] DM Field Expenses $ [**] PL Field Expenses $ [**] $[**] annual salary payroll taxes (FICA, ▇▇▇▇, etc.), medical/dental, life, 401(k), W/C, EAP $[**] annual salary includes additional months for startup/closeout payroll taxes (FICA, ▇▇▇▇, etc.), medical/dental, life, 401(k), W/C, EAP $[**] annual salary includes additional months for startup/closeout payroll taxes (FICA, ▇▇▇▇, etc.), medical/dental, life, 401(k), W/C, EAP Project Coordinator salary and employment costs SSM salary and employment costs car + gas + insurance + maintenance telephone, ISP, supplies, postage, parking & tolls, voicemail, AMA license car + gas + insurance + maintenance telephone, ISP, supplies, postage, parking & tolls, voicemail car + gas + insurance + maintenance telephone, ISP, supplies, postage, parking & tolls, voicemail Initial Recruitment $ [**] Target Bonus $ [**] Manager Development Training Phase I - Homestudy $ [**] Manager Development Training Phase II - Classroom $ [**] Representative Initial Development Training (Single Session) $ [**] SFA Training $ [**] Quintiles Learning System $ [**] Startup Costs $ [**] Annual Costs $ [**] SA Automated Model $ — $[**] per rep - includes drug screen and reference check $[**] per DM - includes drug screen and reference check $[**] per PL - includes drug screen and reference check [**]% bonus potential + [**]% tax [**]% bonus potential + [**]% tax [**]% bonus potential +[**]% tax Targeted Selection Certification, FastTrackSelect Recruiting Model, Field Sales Administration Training Delivery, Materials Training Development, Training Delivery, Training Account Executive, Materials Training on SFA platform Web based training for home study and on going development Extranet hardware, shipping, MS Office/Utilities setup, set-up and implementation, helpdesk Veeva SFA implementation and setup Computers, accessories, printers, shipping, MS Office/Utilities licenses, system maintenance, helpdesk Veeva SFA license fee Reconciliations, inventories, transaction processing, data entry, reporting compliance with the Governing Documents by all ParticipantsBackfill Recruiting Rep $ [**] T/E for recruiting travel [**] T/E to training (Single Session) $ [**] T/E to meetings $ [**] T/E to support sales $ [**] Licensing & Credentials $ [**] [**] per rep backfill and[**]%turnover Estimated travel costs for manager and sales rep recruiting Estimated travel, lodging, and meals to promote proper use classroom training, assumes single training session for entire team Estimated POA meetings: 2two-day meetings Estimated at 1 day per month per Rep @ $[**]per day, [**] days per month per Mgr @ $[**] per day, [**] days per month per PL @ $[**] per day Estimate of the Program’s intellectual property rights$[**] per team member is being included as a pass-through due to a growing industry trend of requiring credentials in order to gain access to a facility. Aug-11 [**] - - - - [**] [**] Sep-11 [**] - - - [**] [**] [**] [**] Oct-11 [**] - - - [**] - [**] [**] Nov-11 [**] - - - - - [**] [**] Dec-11 [**] - - - [**] [**] [**] Jan-12 [**] [**] [**] [**] - [**] [**] [**] [**] Feb-12 [**] [**] - - [**] [**] [**] [**] Mar-12 [**] [**] - - [**] [**] [**] [**] Apr-12 [**] [**] [**] - - [**] [**] [**] [**] May-12 [**] [**] - - [**] [**] [**] [**] Jun-12 [**] [**] - - [**] [**] [**] [**] Jul-12 [**] [**] [**] - - [**] [**] [**] [**] Aug-12 [**] [**] - - [**] [**] [**] [**] Sep-12 [**] [**] - - [**] [**] [**] [**] Oct-12 [**] [**] [**] - - [**] [**] [**] [**] Nov-12 [**] [**] - - - [**] [**] [**] [**] Dec-12 [**] [**] - - - [**] [**] [**] [**] Jan-13 - - [**] - - - - - [**] Total Budget contract [**] [**] [**] [**] - [**] [**] [**] [**] Laptop, in accordance withCD/DVD, Maintenance Plan $ [**] $ [**] $ [**] $ [**] Peripherals, AC adapters, printers, carry bag $ [**] $ [**] $ [**] $ [**] $ [**] $ [**] $ [**] $ [**] Add’l costs per unit to be incurred at time of purchase Shipping Estimate (Pass-through) $ [**] $ [**] $ [**] $ [**] Total cost to purchase including shipping based on: $ [**] units $ [**] $ [**] *- Based on [**] month straight line depreciation Does not include any server, help desk or infrastructure support costs. This Request for Additional Personnel is made pursuant to Master Services Agreement dated as of between Pacira Pharmaceuticals and Quintiles Commercial US, Inc. (“Quintiles”), and subject to, the needs of the Program in the context of its overall mission. The Steering Committee may establish one or more subcommittees to assist it in carrying out its responsibilities. Except as provided in the Operating Procedures, a majority of the Steering Committee voting at a meeting is required to take or approve any action. A majority of the Steering Committee shall constitute a quorum for voting purposes. The Steering Committee consists of individuals appointed by the Director and the Director. There are no formal prerequisites to serve on the Steering Committee, although an effort will be made by the Director to include individuals on the Steering Committee who have technical and other expertise relevant to the Steering Committee’s responsibilities. To ensure fair representation of the varied groups that comprise the Program, seats on the Steering Committee will be divided in the following manner: Non-Profit Organizations 3 seats For-Profit Industry Partners 3 seats AAMC 1 seat Government 1 seat Health Professions Education and Training Programs 4 seats Director 1 seat If a seat cannot be appointed to an individual representing a government agency Participating Organization, that seat may be appointed to a non-profit organization or health professions education and training program. Steering Committee members may be nominated by the existing Steering Committee subject to maintaining the required allocation among the Participation Types. Final appointment is determined by the Director. Steering Committee members shall serve for a one-year term and may be re-appointed for up to three consecutive terms or until a successor from the Participation Type is identified. Steering Committee membership may resume after a minimum one-year hiatus from the last appointment. Appointment to the Steering Committee may not exceed 18 years total for the lifetime of the individual. A Steering Committee member may be removed by a two-thirds vote of the Steering Committee or by a two-thirds vote of all Participants within the Participation Type represented by the Steering Committee member. A substitute Steering Committee member may be appointed by majority vote of the Steering Committee who shall continue to serve until the next regularly scheduled appointment of that Steering Committee position. The Director appoints a Chair to preside over Steering Committee activities. The individual appointed to serve as Chair serves one year as Chair Elect, one year as Chair, and one year as Immediate Past Chair, but only to the extent such person remains on the Steering Committee. The responsibilities of the Chairs will be as follows: i. Chair Elect – Oversight of the Voting Body and its procedures ii. Chair – Oversight of Steering Committee Activities iii. Immediate Past Chair – Oversight of annual meeting Planning Committee and other community engagement activities. The Director appoints the Chair, which is reviewed by the Steering Committee and approved by the Voting Body. The Steering Committee, at its option, may appoint a Secretary and such other roles as the Steering Committee deems necessary to carry out the purposes of the Program. Those that hold these roles may be removed and successors appointed by majority vote of the Steering CommitteeWork Order #6508 Dated .

Steering Committee. The Steering Committee is (a) Within fifteen (15) days of the Original Effective Date, each Party will designate three (3) individuals to serve on a committee responsible for evaluating Project Proposals submitted by Participants, selecting general oversight of the projects to be undertaken Collaboration Projects (the “Steering Committee”). Each individual designated by the Program, Parties will have the expertise and determining whether authority necessary to supervise the projects are appropriate activities contemplated for development as an American National Standardthe Collaboration Projects then in effect. The Steering Committee is thus charged with implementing Each Party will have the strategic direction given right to the Program by the Director and the Participants by selecting projects consistent with those strategic goals. The Steering Committee shall make its determinations using the guidelines set forth in these Governing Documents and as otherwise may be promulgated by the Director. The Steering Committee shall also provide recommendations to the Director regarding the relative priority of different Project Proposals and provide counsel and advice to the Director on such other issues as the Director may request. The Steering Committee shall assume such further responsibilities as the Director may from time to time direct. The Steering Committee shall use reasonable efforts to perform its responsibilities under the Governing Documents, to encourage compliance with the Governing Documents by all Participants, and to promote proper use of the Program’s intellectual property rights, in accordance with, and subject to, the needs of the Program in the context of its overall mission. The Steering Committee may establish one or more subcommittees to assist it in carrying out its responsibilities. Except as provided in the Operating Procedures, a majority remove any member of the Steering Committee voting at it designates. Any time a meeting vacancy is required created on the Steering Committee due to a member’s resignation, removal or any other reason, the Party that originally designated such member will designate an individual to fill such vacancy. Each Party may also designate appropriate support staff, legal staff, and translators to attend meetings and assist with operation of the Steering Committee. In accordance with the provisions and objectives of this Agreement and each Collaboration Project Plan, the Steering Committee will oversee, coordinate, and manage the Parties’ activities with respect to the Collaboration Projects and exercise decision-making authority over all activities related to each Collaboration Project and make all such decisions and take all such other actions as are delegated to it in this Agreement. (b) The Steering Committee will meet as often as needed upon written notice by or approve on behalf of any action. A majority member of the Steering Committee shall constitute a quorum but, in any case, will meet not less than once each quarter, such meetings to be scheduled in advance for voting purposeseach Contract Year at the beginning of such Contract Year or as otherwise mutually agreed. The Steering Committee consists Any notice of individuals appointed by the Director and the Director. There are no formal prerequisites to serve on the Steering Committee, although an effort will be made by the Director to include individuals on the Steering Committee who have technical and other expertise relevant to the Steering Committee’s responsibilities. To ensure fair representation any meeting of the varied groups that comprise the Program, seats on the Steering Committee will be divided sent in writing (which may include email) to each member of the following manner: Non-Profit Organizations 3 seats For-Profit Industry Partners 3 seats AAMC 1 seat Government 1 seat Health Professions Education Steering Committee and Training Programs 4 seats Director 1 seat If a seat cannot will include an agenda identifying in reasonable detail the matters to be appointed discussed at such meeting together with copies of any relevant documents to an individual representing a government agency Participating Organization, that seat may be appointed to a non-profit organization or health professions education and training programdiscussed. Steering Committee members may meetings will be nominated held at times and places and in such form, such as by telephone or video conference, as the Steering Committee determines, except that in-person meetings of the Steering Committee will alternate between the Parties’ offices at least twice per Contract Year, unless otherwise agreed in writing by the existing Parties. Any Steering Committee subject member may designate a substitute of at least equivalent experience and seniority to maintaining attend and perform the required allocation among the Participation Types. Final appointment is determined by the Director. functions of that Steering Committee members shall serve for a one-year term and may be re-appointed for up to three consecutive terms or until a successor from the Participation Type is identified. member at any Steering Committee membership may resume after a minimum one-year hiatus from the last appointmentmeeting. Appointment Subject to Section 2.5(a), members of the Steering Committee may not exceed 18 years total for the lifetime invite Representatives to attend meetings of the individual. A Steering Committee member may as observers or to make presentations, in each case without any voting authority. (c) The Steering Committee, with the support of each Party’s patent attorneys and other relevant Representatives, will be removed responsible for allocating ownership and usage rights for any Jointly Developed Intellectual Property in accordance with Section 5.3. (d) Each Party’s Steering Committee members will have collectively one vote with respect to any matter requiring action or approval by a two-thirds the Steering Committee. All decisions of the Steering Committee will be unanimous. No vote of the Steering Committee or may be taken unless a majority of both the Joby Committee Members and the Toyota Committee Members are present. The Steering Committee will make all decisions and take other actions in good faith and with due care, after consideration of the information that is reasonably available to it. (e) The Steering Committee has only the powers specifically delegated to it by a two-thirds vote this Agreement and has no authority to act on behalf of all Participants within any Party. Without limiting the Participation Type represented by generality of the foregoing, the Steering Committee member. A substitute has no authority to, and will not purport to or attempt to: (i) negotiate or enter into agreements on behalf of any Party; (ii) make representations or warranties on behalf of any Party; (iii) waive rights of any Party; (iv) extend credit on behalf of any Party; or (v) take or grant licenses of, transfer ownership, or otherwise encumber Intellectual Property Rights on behalf of any Party. (f) Each Party will bear all expenses of its respective Steering Committee member may be appointed by majority vote of the Steering Committee who shall continue members related to serve until the next regularly scheduled appointment of that Steering Committee position. The Director appoints a Chair to preside over Steering Committee activities. The individual appointed to serve as Chair serves one year as Chair Elect, one year as Chair, and one year as Immediate Past Chair, but only to the extent such person remains their participation on the Steering Committee. The responsibilities of the Chairs will be as follows: i. Chair Elect – Oversight of the Voting Body and its procedures ii. Chair – Oversight of Steering Committee Activities iii. Immediate Past Chair – Oversight of annual meeting Planning Committee and other community engagement activities. The Director appoints the Chair, which is reviewed by the Steering Committee and approved by the Voting Body. The Steering Committee, attendance at its option, may appoint a Secretary and such other roles as the Steering Committee deems necessary to carry out the purposes of the Program. Those that hold these roles may be removed and successors appointed by majority vote of the Steering Committeemeetings.

Steering Committee. a. The Partnership Steering Committee will be composed of the Programme Coordinator, acting as the Chair, along with one representative, the Local Programme Director, from each of the Partner Institutions. b. The Partnership Steering Committee holds executive power to make all decisions relating to the successful and compliant operation of the Degree Programme. This decision-making power extends to all matters concerning the Degree Programme, including, but not limited to, those pertaining to general management, academic supervision, quality assurance, changes to the Consortium, dispute resolution and student complaints related to the overall organization of the STE EMJM programme, in so far as this does not conflict with the local rules and regulations of the Partner Institutions. c. The Partnership Steering Committee is responsible for evaluating Project Proposals submitted by Participantsclearly defining the Consortium goals at the outset, selecting updating these goals as necessary on an on-going basis and for interfacing with the projects to be undertaken by the Program, other stakeholder’s and determining whether the projects are appropriate for development as an American National Standard. joint governing bodies in pursuit of these goals. d. The Partnership Steering Committee is thus charged with implementing coordinates the strategic direction given to activities of the Program by the Director and the Participants by selecting projects consistent with those strategic goals. The Steering Committee shall make its determinations using the guidelines set forth in these Governing Documents partnership as a whole and as otherwise may be promulgated by the Director. The Steering Committee shall also provide recommendations to the Director regarding the relative priority of different Project Proposals and provide counsel and advice to the Director on such other issues as the Director may request. The Steering Committee shall assume such further responsibilities as the Director may from time to time direct. The Steering Committee shall use reasonable efforts to perform its responsibilities under the Governing Documentswill, to encourage compliance in collaboration with the Governing Documents by all ParticipantsJoint Admission and Dissemination Committee, also be responsible for the Consortium’s outreach and to promote proper use networking activities. e. The Local Programme Director of each Partner Institution will be a voting member of the Program’s intellectual property rights, in accordance with, and subject to, the needs of the Program in the context of its overall missionPartnership Steering Committee. The Steering Committee may establish one or more subcommittees to assist it in carrying out its responsibilities. Except as provided in the Operating Procedures, Decisions will be taken by a majority of the Steering Committee voting at a meeting is required to take or approve any action. A majority of the Steering Committee shall constitute a quorum for voting purposes. The Steering Committee consists of individuals appointed by the Director and the Director. There are no formal prerequisites to serve on the Steering Committee, although an effort will be made by the Director to include individuals on the Steering Committee who have technical and other expertise relevant to the Steering Committee’s responsibilities. To ensure fair representation of the varied groups that comprise the Program, seats on the Steering Committee will be divided in the following manner: Non-Profit Organizations 3 seats For-Profit Industry Partners 3 seats AAMC 1 seat Government 1 seat Health Professions Education and Training Programs 4 seats Director 1 seat If a seat cannot be appointed to an individual representing a government agency Participating Organization, that seat may be appointed to a non-profit organization or health professions education and training program. Steering Committee members may be nominated by the existing Steering Committee subject to maintaining the required allocation among the Participation Types. Final appointment is determined by the Director. Steering Committee members shall serve for a one-year term and may be re-appointed for up to three consecutive terms or until a successor from the Participation Type is identified. Steering Committee membership may resume after a minimum one-year hiatus from the last appointment. Appointment to the Steering Committee may not exceed 18 years total for the lifetime of the individual. A Steering Committee member may be removed by a two-thirds vote of the Steering Committee or by a two-thirds vote of all Participants within votes cast when the Participation Type represented by the Steering Committee member. A substitute Steering Committee member may be appointed by majority vote of the Steering Committee who shall continue to serve until the next regularly scheduled appointment of that Steering Committee position. The Director appoints a Chair to preside over Steering Committee activities. The individual appointed to serve as Chair serves one year as Chair Elect, one year as Chair, and one year as Immediate Past Chair, but only to the extent such person remains on the Partnership Steering Committee. The responsibilities Partnership Steering Committee will not deliberate and decide validly unless two- thirds of its Members are present or represented. Any decision may also be taken without a meeting if the Joint Programme Coordinator circulates to all Members of the Chairs will be as follows: i. Chair Elect – Oversight Partnership Steering Committee a written document which is then agreed by two- thirds of the Voting Body and Members. Such documents will include the deadline for responses. A Member which can show that its procedures ii. Chair – Oversight own work, time for performance, costs, liabilities, intellectual property rights or other legitimate interests would be severely affected by a decision of Steering Committee Activities iii. Immediate Past Chair – Oversight of annual meeting Planning Committee and other community engagement activities. The Director appoints the Chair, which is reviewed by the Steering Committee and approved by the Voting Body. The Partnership Steering Committee, at its option, may appoint exercise a Secretary and such other roles as veto with respect to the corresponding decision or relevant part of the decision. f. The Partnership Steering Committee deems necessary will aim to carry out meet physically at least twice during each academic year. Additional meetings may also be held via electronic and virtual means. In the purposes case of absence from a meeting, a Local Programme Director should mandate a deputy to represent him or her. g. Minutes of the Program. Those that hold these roles may Partnership Steering Committee meetings will be removed and successors appointed by majority vote distributed to all Members of the Partnership Steering CommitteeCommittee within ten calendar days of the date of the meeting. Any objections or alterations to the minutes must then be submitted within seven calendar days of receipt of the minutes, in order for them to be included in the final version. The final version of the minutes will then be distributed to all Members within a further five calendar days, including any objections or alterations submitted by the Members.

Steering Committee. a. The Consortium Steering Committee will be composed of the Programme Coordinator, acting as the Chair, along with one representative, the Local Programme Director, from each of the Partner Institutions. b. The Consortium Steering Committee holds executive power to make all decisions relating to the successful and compliant operation of the Degree Programme. This decision-making power extends to all matters concerning the Degree Programme, including, but not limited to, those pertaining to general management, academic supervision, quality assurance, changes to the Consortium, dispute resolution and student complaints related to the overall organization of the TNGS EMJMD programme, in so far as this does not conflict with the local rules and regulations of the Partner Institutions. c. The Consortium Steering Committee is responsible for evaluating Project Proposals submitted by Participantsclearly defining the Consortium goals at the outset, selecting updating these goals as necessary on an on-going basis and for interfacing with the projects to be undertaken by the Program, other stakeholder’s and determining whether the projects are appropriate for development as an American National Standard. joint governing bodies in pursuit of these goals. d. The Consortium Steering Committee is thus charged with implementing coordinates the strategic direction given to activities of the Program by the Director and the Participants by selecting projects consistent with those strategic goals. The Steering Committee shall make its determinations using the guidelines set forth in these Governing Documents partnership as a whole and as otherwise may be promulgated by the Director. The Steering Committee shall also provide recommendations to the Director regarding the relative priority of different Project Proposals and provide counsel and advice to the Director on such other issues as the Director may request. The Steering Committee shall assume such further responsibilities as the Director may from time to time direct. The Steering Committee shall use reasonable efforts to perform its responsibilities under the Governing Documentswill, to encourage compliance in collaboration with the Governing Documents by all ParticipantsDissemination Committee, also be responsible for the Consortium’s outreach and to promote proper use networking activities. e. The Local Programme Director of each Partner Institution will be a voting member of the Program’s intellectual property rights, in accordance with, and subject to, the needs of the Program in the context of its overall missionConsortium Steering Committee. The Steering Committee may establish one or more subcommittees to assist it in carrying out its responsibilities. Except as provided in the Operating Procedures, Decisions will be taken by a majority of the Steering Committee voting at a meeting is required to take or approve any action. A majority of the Steering Committee shall constitute a quorum for voting purposes. The Steering Committee consists of individuals appointed by the Director and the Director. There are no formal prerequisites to serve on the Steering Committee, although an effort will be made by the Director to include individuals on the Steering Committee who have technical and other expertise relevant to the Steering Committee’s responsibilities. To ensure fair representation of the varied groups that comprise the Program, seats on the Steering Committee will be divided in the following manner: Non-Profit Organizations 3 seats For-Profit Industry Partners 3 seats AAMC 1 seat Government 1 seat Health Professions Education and Training Programs 4 seats Director 1 seat If a seat cannot be appointed to an individual representing a government agency Participating Organization, that seat may be appointed to a non-profit organization or health professions education and training program. Steering Committee members may be nominated by the existing Steering Committee subject to maintaining the required allocation among the Participation Types. Final appointment is determined by the Director. Steering Committee members shall serve for a one-year term and may be re-appointed for up to three consecutive terms or until a successor from the Participation Type is identified. Steering Committee membership may resume after a minimum one-year hiatus from the last appointment. Appointment to the Steering Committee may not exceed 18 years total for the lifetime of the individual. A Steering Committee member may be removed by a two-thirds vote of the Steering Committee or by a two-thirds vote of all Participants within votes cast when the Participation Type represented by the Steering Committee member. A substitute Steering Committee member may be appointed by majority vote of the Steering Committee who shall continue to serve until the next regularly scheduled appointment of that Steering Committee position. The Director appoints a Chair to preside over Steering Committee activities. The individual appointed to serve as Chair serves one year as Chair Elect, one year as Chair, and one year as Immediate Past Chair, but only to the extent such person remains on the Consortium Steering Committee. The responsibilities Consortium Steering Committee will not deliberate and decide validly unless two-thirds of its Members are present or represented. Any decision may also be taken without a meeting if the Joint Programme Coordinator circulates to all Members of the Chairs will be as follows: i. Chair Elect – Oversight Consortium Steering Committee a written document which is then agreed by two-thirds of the Voting Body and Members. Such documents will include the deadline for responses. A Member which can show that its procedures ii. Chair – Oversight own work, time for performance, costs, liabilities, intellectual property rights or other legitimate interests would be severely affected by a decision of Steering Committee Activities iii. Immediate Past Chair – Oversight of annual meeting Planning Committee and other community engagement activities. The Director appoints the Chair, which is reviewed by the Steering Committee and approved by the Voting Body. The Consortium Steering Committee, at its option, may appoint exercise a Secretary and such other roles as veto with respect to the corresponding decision or relevant part of the decision. f. The Consortium Steering Committee deems necessary will aim to carry out meet physically at least twice during each academic year. Additional meetings may also be held via electronic and virtual means. In the purposes case of absence from a meeting, a Local Programme Director should mandate a deputy to represent him or her. g. Minutes of the Program. Those that hold these roles may Consortium Steering Committee meetings will be removed and successors appointed by majority vote distributed to all Members of the Consortium Steering CommitteeCommittee within ten calendar days of the date of the meeting. Any objections or alterations to the minutes must then be submitted within seven calendar days of receipt of the minutes, in order for them to be included in the final version. The final version of the minutes will then be distributed to all Members within a further five calendar days, including any objections or alterations submitted by the Members.