Common use of Steering Committee Clause in Contracts

Steering Committee. The Steering Committee is the ultimata decision-making body of the consortium and is in charge of the overal! supervision and major decisions with regard to the Project. The Steering committee shall be advised by recommendations made to it by the Project management Committee. Steering Committee has no competence to take decisions concerning the interna! .rereignty and independence of the Parties. The Steering Committee consists of three members, two appointed representatives of PROPCONEL participants and the Coordinator. The se shall in particular be responsible for approval of: • Proposals for changes of the GA or the IA; • Proposal of the Parties for changes of this CA; • Entry of a new Party to the Consortium and approval of the settlement on the conditions of the accession of such a new Party; • Withdrawal of a Party from the Consortium and the approval of the settlement on the conditions of the withdrawal; • Termination of a Defaulting Party's participation in the Consortium and measures relating thereto; • Proposal to the JU for a change of the Coordinator; • Proposal to the JU for termination of the Project and the Consortium Agreement. Decisions conceming individua! partners (default or acceding or leaving the consortium) can only be taken unanimously. Ali decisions of the Steering committee are taken unanimously. The Coordinator shall call and chair all meetings of the Steering Committee. The Coordinator shall give each of the Parties at least thirty (30) calendar days' notice in writing of such meetings or ftfteen (15) calendar days' notice in case of an extraordinary meeting, along with an agenda. Each Party shall have one vote. Should a member not be able to attend a meeting, it shall appoint a substitute to attend and vote on its behalf. This substitute may be the Steering Committee member of another Party. Any substitute will have to justify its appointment as a substitute by written evidence, to be distributed to the Coordinator in advance of the meeting. Any decision requiring a vote at a Steering Committee meeting must be identified as such on the invitation.

Steering Committee. The No later than ten (10) days after the Effective Date, the parties will establish a joint Steering Committee is Committee, which will be made up of representatives from the ultimata decision-making body of parties (collectively the consortium and is in charge of the overal! supervision and major decisions with regard to the Project. The “Steering committee shall be advised by recommendations made to it by the Project management Committee. Steering Committee has no competence to take decisions concerning the interna! .rereignty and independence of the Parties”). The Steering Committee consists 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 three membersthe Collaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; (iv) approve the achievement of milestones; and, two appointed representatives (v) continue to communicate following the Collaborative Period regarding the development and commercialization of PROPCONEL participants and the CoordinatorProducts. The se shall in particular be responsible for approval of: • Proposals for changes Steering Committee will consist of the GA or the IA; • Proposal of the Parties for changes of this CA; • Entry of a new Party two (2) representatives designated by Senomyx and two (2) representatives designated by Nestlé. Subject to the Consortium and approval of the settlement on the conditions of the accession of such a new Party; • Withdrawal of a Party quorum requirements below, permanent Steering Committee members may delegate their voting powers to delegates from the Consortium and the approval of the settlement on the conditions of the withdrawal; • Termination of a Defaulting Party's participation in the Consortium and measures relating thereto; • Proposal to the JU for a change of the Coordinator; • Proposal to the JU for termination of the Project and the Consortium Agreementtheir respective companies. Decisions conceming individua! partners (default or acceding or leaving the consortium) can only be taken unanimously. Ali decisions Each member of the Steering committee are taken unanimouslyCommittee will have one (1) vote. The Coordinator 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 Collaborative Period using mutually agreed upon meeting locations and formats including ***Confidential Treatment Requested teleconferencing and videoconferencing. Each party shall call bear its own expenses relating to the meetings and chair all meetings activities of the Steering Committee. The Coordinator shall give each During the Collaborative Period, Senomyx will promptly prepare and deliver to the members of the Parties at least thirty (30) calendar days' notice in writing Steering Committee minutes of such meetings or ftfteen (15) calendar days' notice in case for review and approval by both parties. Decisions of an extraordinary meeting, along with an agenda. Each Party shall have one vote. Should a member not be able to attend a meeting, it shall appoint a substitute to attend and vote on its behalf. This substitute may be the Steering Committee 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 another PartyNestlé and Senomyx must be present to constitute a quorum. Any substitute will have Subject to justify its appointment as 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 substitute by written evidencemutually agreed upon format including teleconferencing and videoconferencing, for a quorum to be distributed to the Coordinator in advance constituted. In addition, each permanent Steering Committee member must attend at least fifty percent (50%) of the meeting. Any decision requiring a vote at a Steering Committee meeting must meetings. All unresolved disputes will be identified settled in accordance with Section 17.4, or as such on the invitationotherwise mutually agreed upon in writing.

Steering Committee. SECRETARIAT Paper Profile is an initiative driven by major pulp, paper and paperboard industry companies in Europe. The companies guide the initiative through the Paper Profile Steering Committee. The Steering Committee is the ultimata decision-making body responsible for the functioning and development of the consortium and is in charge of the overal! supervision and major decisions with regard to the Project. The Steering committee shall be advised by recommendations made to it by the Project management Committee. Steering Committee has no competence to take decisions concerning the interna! .rereignty and independence of the Partiesinitiative. The Steering Committee consists of three members, two appointed representatives of PROPCONEL participants one representative from each member company registered to use the Paper Profile scheme. National Forest Industry associations and other experts may be invited to support the Coordinator. The se shall in particular be responsible for approval of: • Proposals for changes of the GA or the IA; • Proposal of the Parties for changes of this CA; • Entry of a new Party to the Consortium and approval of the settlement on the conditions of the accession of such a new Party; • Withdrawal of a Party from the Consortium and the approval of the settlement on the conditions of the withdrawal; • Termination of a Defaulting Party's participation in the Consortium and measures relating thereto; • Proposal to the JU for a change of the Coordinator; • Proposal to the JU for termination of the Project and the Consortium Agreement. Decisions conceming individua! partners (default or acceding or leaving the consortium) can only be taken unanimously. Ali decisions of the Steering committee are taken unanimously. The Coordinator shall call and chair all meetings work of the Steering Committee. The Coordinator shall give each Steering Committee constitutes a quorum if more than half of the Parties at least thirty (30) calendar days' notice in writing of such meetings or ftfteen (15) calendar days' notice in case of an extraordinary meeting, along with an agendaits company members are present. Each Party shall have one vote. Should a member not be able to attend a meeting, it shall appoint a substitute to attend and vote on its behalf. This substitute may be Primarily the Steering Committee member of another Partywill work on every proposal in order to reach consensus. Any substitute will have If a proposal cannot be adopted by the Steering Committee unanimously the Steering Committee may vote on the proposal. The proposal may only be referred to justify its appointment as a substitute by written evidence, the voting if the Steering Committee has not reached consensus within one meeting. The proposal to be distributed voted on, is the proposal modified by the Steering Committee during the above mentioned time period and that one which has already got highest level of support in the Steering Committee. The voting proposal is adopted if 90 % of the Member Companies vote in favour of the proposal. If there are less than ten Member Companies the decision is carried if all except one of the Member Companies vote in favour of the proposal. The voting may be arranged by a written procedure. Only votes given will be counted. The Steering Committee will monitor the functioning of the Paper Profile based on this Agreement on Paper Profile Administration. The experiences will be analysed no later than five years after the present agreement has entered into force. Based on the experiences and analysis, the Steering Committee may propose changes to the Coordinator Agreement on Paper Profile Administration. The decisions to change the Agreement on Paper Profile Administration are primarily made based on the consensus. The above mentioned procedure for the possible voting will be applied accordingly. Member companies have equal voting power. Association representatives and experts do not have the right to vote. Company members of the Steering Committee or their substitutes are assumed to have a mandate to make decisions. A member company wishing to participate in the voting is not allowed to transfer its right to vote to another company. Decision-making may also be carried out in writing. The written decision making procedure includes e-mails or letters. The member companies must take the decision (decision rules as stated above) to use the written decision-making procedure before the matter in question has been resolved. The decision must be made in no less than three weeks and shall not exceed six weeks from the time the proposal was sent to all Member Companies. The Steering Committee meets at least once a year. The members will be notified at least three months in advance of the meetingmeeting date and the agenda (with separate items for decision- making and discussion items) will be distributed at least three weeks in advance. Any decision requiring a vote at a The Steering Committee meeting must makes decisions on how the Paper Profile form and manual can be identified as such revised. The Committee may meet frequently if considered necessary by the chairperson or on the invitation.request of two or more members acting together. The Committee may establish specific ad hoc working groups for certain assignments e.g. producing brochures or conducting surveys under the Paper Profile. The Chairperson is selected every year from company representatives in the Annual Meeting of the Steering Committee. Circulation order of the Chairmanship is based on the order of companies joining the initiative. The Chairmanship turn can only be refused due to a force majeure. The order of the chairmanship: • LEIPA (2023) • Xxxxxxxx-Munksjö (2024) • Xxxxxxx Paper (2025) • Lessebo Paper (2026) • Xxxxx Xxxxxxx (2027) • Maxauer Papierfabrik • Kabel Paper • Stora Enso • Metsä Board • UPM • Norske Xxxx • SAPPI • Arctic Paper • Holmen Paper • Sylvamo • Navigator Company • Clairefontaine • Mondi • Xxxxx Group • LECTA • Lenzing Papier • MM Group • Laakirchen Papier

Steering Committee. The To plan, manage and oversee work on the Development Program and to approve, update and modify the Work Plan as may be necessary, NOVAVAX and ESPRIT shall promptly after the Effective Date organize a steering committee (the “Steering Committee is the ultimata decision-making body of the consortium and is in charge of the overal! supervision and major decisions with regard to the Project. The Steering committee shall be advised by recommendations made to it by the Project management Committee. Steering Committee has no competence to take decisions concerning the interna! .rereignty and independence of the Parties. The Steering Committee consists "), consisting of three members, two appointed representatives (3) members from NOVAVAX and three (3) members from ESPRIT. ESPRIT shall have the right to appoint one of PROPCONEL participants and its members to be the Coordinator. The se shall in particular be responsible for approval of: • Proposals for changes of the GA or the IA; • Proposal of the Parties for changes of this CA; • Entry of a new Party to the Consortium and approval of the settlement on the conditions of the accession of such a new Party; • Withdrawal of a Party from the Consortium and the approval of the settlement on the conditions of the withdrawal; • Termination of a Defaulting Party's participation in the Consortium and measures relating thereto; • Proposal to the JU for a change of the Coordinator; • Proposal to the JU for termination of the Project and the Consortium Agreement. Decisions conceming individua! partners (default or acceding or leaving the consortium) can only be taken unanimously. Ali decisions of the Steering committee are taken unanimously. The Coordinator shall call and chair all meetings chairperson of the Steering Committee. The Coordinator Parties shall give each have the right, upon notifying the other, to change its members of the Steering Committee at any time during the Term of this Agreement and to invite such non-Steering Committee members to a meeting of the Steering Committee as such Party shall reasonably determine. The Parties shall hold meetings of the Steering Committee as mutually agreed by the Parties (but in no event less than once per Calendar Quarter) to review the Development Program and to discuss future activities under this Agreement; provided, however, that each Party shall have the right to call additional meetings of the Steering Committee in order to discuss new material events upon twenty (20) days’ prior Novavax Esprit License and Development Agreement — written notice (one of which may require an in person meeting). Not later than ten (10) days prior to each of the Parties at least thirty (30) calendar days' notice in writing of such meetings or ftfteen (15) calendar days' notice in case of an extraordinary meetingfour regularly scheduled Steering Committee meetings, along with an agenda. Each Party ESPRIT shall have one vote. Should prepare a member not be able to attend a meeting, it shall appoint a substitute to attend and vote on its behalf. This substitute may be report for the Steering Committee detailing the progress of the Development, Program including successes, difficulties, milestone achievements and a comparison of the status of the Development Program as compared to the timeline contained in the Work Plan. Such report shall also contain any recommendations for updates or modifications to the Work Plan. Consultants and non-Steering Committee member employees of another Partythe Parties may attend meetings of the Steering Committee as required to further the Development Program only upon written notice to the Party not bringing the consultants and non-Steering Committee members. Unless otherwise mutually agreed by the Parties, the Steering Committee meetings shall be in-person and shall alternate between ESPRIT’s designated facility and NOVAVAX’s designated facility. The first meeting shall be held at ESPIRT’s designated facility. Minutes of all such meetings setting forth decisions of the Steering Committee relative to the Development Program shall be prepared. Responsibility for the minutes shall alternate between NOVAVAX and ESPRIT, with NOVAVAX being responsible for the minutes of the first meeting; provided that minutes shall not become official until approved by each of the Parties. Any substitute will have vote of the Steering Committee shall include at least one (1) representative of each of NOVAVAX and ESPRIT. The Steering Committee shall make all decisions only by consensus. Any non-concurrence of the Steering Committee relating to justify its appointment as a substitute any issue, question or dispute shall be elevated to the Head of Research and Development of ESPRIT and to the Head of Research and Development of NOVAVAX Novavax Esprit License and Development Agreement — for resolution and failing resolution by written evidencesuch individuals, to be distributed to the Coordinator President and Chief Executive Officer of NOVAVAX and President and Chief Operating Officer of ESPRIT for resolution, recognizing that, in advance the event of continuing disagreement, the meeting. Any final decision requiring a vote at a Steering Committee meeting must be identified as such on the invitationand ultimate resolution shall rest with ESPRIT.

Steering Committee. The Steering Committee is shall act as Trustees for the ultimata decision-making body publication and shall have administrative responsibilities for the Periodical such as:  Monitor quality and timeliness of the consortium and Transaction with the assistance of Administrative Partner’s Executive Office,  Verify the technical content of the Transaction is in charge accordance with the established scope and areas of interest,  Approve the periodical budget (page count, subscription rates, etc.),  Work with the EIC to establish operating policies and procedures for the Transactions, The membership of the overal! supervision Steering Committee shall consist of six members, five of whom have voting rights and major decisions with regard are termed delegates of their sponsoring partners. There is one ex-officio member (without voting rights) of the committee: the EIC. The Chair appointed from among this group will only vote to break a tie. Each Society delegate must be appointed by his/her Society President, shall serve a two‐year appointment commencing Jan. 1, and may be re‐appointed for one additional term. Society delegates may be reappointed to the Projectboard after a five year hiatus from their prior term of up to four years. The distribution of delegates is as follows: PARTNER A: two voting delegates on the Steering committee Committee PARTNER B: one voting delegate on the Steering Committee PARTNER C: one voting delegate on the Steering Committee PARTNER D: one voting delegate on the Steering Committee Each delegate shall be advised by recommendations made to it by have equal (one) vote on matters before the Project management Steering Committee. However, as described below, the Chair of the Steering Committee has no competence will not vote other than to take decisions concerning the interna! .rereignty and independence break a tie. Business of the PartiesSteering Committee will be decided by majority vote and Xxxxxxx Rules of Order will govern formal activity of the committee. The Steering Committee consists shall convene at least three times per year via teleconference during the start-up phase, and annual thereafter, to review the progress of three members, two appointed representatives of PROPCONEL participants LSL and prepare the Coordinator. The se shall in particular be responsible for approval of: • Proposals for changes budget of the GA or LSL. If possible, the IA; • Proposal LSL Steering Committee meetings shall be scheduled to precede the AdCom/BoG meetings of all financial partners to allow review of preliminary budget submission of the Parties for changes of this CA; • Entry of a new Party Periodical Delegates unable 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; • Termination of a Defaulting Party's participation in the Consortium and measures relating thereto; • Proposal to the JU for a change of the Coordinator; • Proposal to the JU for termination of the Project and the Consortium Agreement. Decisions conceming individua! partners (default or acceding or leaving the consortium) can only be taken unanimously. Ali decisions of attend the Steering committee are taken unanimously. The Coordinator shall call and chair all meetings Committee Meeting can participate by teleconference or by transferring their voting privilege to another member of the Steering Committee, provided the Chair is notified in writing (including email) of the proxy transfer one week prior to the meeting. Selection of the Chair of the Steering Committee: The Steering Committee shall elect its Chairperson from amongst its current voting, delegate membership. S/he shall serve a term of two years, non-renewable. The Coordinator Chairperson shall give each serve as the focus for Committee communications and shall direct, on behalf of the Parties at least thirty (30) calendar days' notice in writing Committee, the operational matters of such meetings or ftfteen (15) calendar days' notice in case the Committee to the Financial Sponsors. The Chair shall vote only to break a tie. In the event a Financial Sponsor shall withdraw from the Steering Committee, and the chair shall be the appointment of an extraordinary meetingthat Financial Sponsor, along with an agendathe term of the chair shall not survive the participation of the Financial Sponsor. Each Party A Secretary shall have one votealso be elected from among the voting representatives of the steering committee. Should a member not be able Budget Annually, the Administrative Partner is responsible for preparing and submitting the initial budget of the Periodical to attend a meeting, it shall appoint a substitute to attend and vote on its behalf. This substitute may be the Steering Committee member for review. The Steering Committee can approve the Periodical budget provided it is breakeven or better. Expenses and page budgets cannot exceed an annual increase of another Party10% unless authorized in advance by a vote of the financial partners with same voting structure as the SC. Any substitute In the case of a proposed deficit budget, the Steering Committee must receive final budget approval from the President of every Financial Sponsor, unanimously. Mid-year expense increases, such as page increases, that are expected to result in a deficit budget must be similarly approved unanimously. All Financial Sponsors will have to justify its appointment as receive a substitute by written evidence, to be distributed copy of the approved budget for the Periodical simultaneously when submitted to the Coordinator in advance of the meeting. Any decision requiring a vote at a Steering Committee meeting must be identified as such on the invitationIEEE TAB Finance Department.

Steering Committee. The HRWG Steering Committee is comprised of members from the ultimata decision-making body HRWG that represents approximately 10% of the consortium and is in charge of total membership. HRWG members may volunteer or nominate others to participate on the overal! supervision and major decisions with regard to the Project. The Steering committee shall be advised by recommendations made to it by the Project management Committee. We seek to have a Steering Committee has no competence to take decisions concerning the interna! .rereignty that is representative of its diverse membership in terms of geography, industry and independence of the Partiestopical expertise. The Steering Committee consists of three memberswill provide guidance to the BSR team who make decisions for the group on topics, two appointed representatives of PROPCONEL participants guests, and the Coordinator. The se shall in particular be responsible for approval of: • Proposals for changes administration of the GA or working group, including an advisory role over how the IA; • Proposal of annual budget is allocated against agreed upon outputs. Steering Committee members will participate in a quarterly planning call with the Parties BSR team to help shape the agenda for changes of this CA; • Entry of a new Party to the Consortium group, and approval of the settlement ensure that member views are reflected in meeting planning. We have space available on the conditions of the accession of such a new Party; • Withdrawal of a Party from the Consortium and the approval of the settlement on the conditions of the withdrawal; • Termination of a Defaulting Party's participation in the Consortium and measures relating thereto; • Proposal to the JU for a change of the Coordinator; • Proposal to the JU for termination of the Project and the Consortium Agreement. Decisions conceming individua! partners (default or acceding or leaving the consortium) can only be taken unanimously. Ali decisions of the Steering committee are taken unanimously. The Coordinator shall call and chair all meetings of the 2018 Steering Committee. The Coordinator shall give each Please email Xxxxx Xxxxxx, HRWG Project Director (xxxxxxx@xxx.xxx) to inquire about participation. BSR’s 2018 Responsibilities Responsibility Category Role Strategy and governance • Work with members to co-create a compelling vision, mission and strategy, as well as design an effective governance model that sets the collaboration on the path to success. • Ensure continuous progress against the initiatives' objectives through robust measurement, evaluation, and reporting. This includes at least an annual survey of the Parties group to ensure alignment with the group’s needs and goals. Facilitation and implementation • Prepare for each meeting: conduct research and benchmarking on relevant topics, arrange speakers, coordinate logistics, develop agendas for meetings and webinars (full group or workstreams), facilitate the meetings and webinars, and share summary meeting notes. • Facilitate, record, and circulate monthly webinars for participants to discuss issues related to business and human rights. Communications and engagement • Monthly newsletters • Regular external communications including blogs • Circulate all relevant materials from each meeting to the group • Maintain an online platform (“Chatter”) to collect and organize resources and research materials and encourage continued discussion and dialogue among the group Member recruitment and services • Work toward recruitment of new members – three per year • Onboarding services including a 30min call with a new member to orient them to the activities of the initiative • Respond to day-to-day requests from members Administration • Provide a full suite of administrative support functions to this collaboration, including accounting, finance, legal, information technology, and human resources systems Fundraising and partnerships • Partner with members to ensure that each initiative is appropriately resourced to meet its objectives, reaching at least thirty minimum 40 HRWG members for 2018 2018 Schedule See 2018 Activities, above. Exhibit B – Anti-Trust & Competition Law Policy The Members of the Human Rights Working Group (30‘the Collaboration’) calendar days' notice believe that the objectives of the Collaboration can best be advanced through collaborative efforts. The Collaboration and its Members acknowledge and understand that their activities must at all times be undertaken in writing compliance with all applicable laws and regulations, including but not limited to laws and regulations relating to antitrust and competition. These laws are intended to preserve and promote free, fair and open competition. Failure to abide by these laws can potentially have extremely serious consequences for the Collaboration and its Members. The policy of such meetings the Collaboration and its Members is therefore to conduct all of its activities in strict compliance with all applicable antitrust and competition laws, in order to facilitate legitimate pro-competitive and other activities that help advance the objectives of the initiative, but which excludes any prohibited activities. It is against the policy of the Collaboration to sponsor, encourage or ftfteen (15) calendar days' notice in case tolerate any discussion, communication of an extraordinary meetingany kind, along with an agenda. Each Party shall have one vote. Should a member not be able to attend a meeting, it shall appoint a substitute to attend and vote on its behalf. This substitute may be the Steering Committee member of another Partyinformation sharing or agreement that would violate applicable antitrust or competition laws. Any substitute will have discussion, communication of any kind or agreement relating to justify its appointment as a substitute by written evidencecommercially sensitive information, to be distributed including but not limited to the Coordinator in advance of the meeting. Any decision requiring a vote following, must therefore be strictly avoided at a Steering Committee meeting must be identified as such on the invitation.all times:

Steering Committee. The Steering Committee is Pacira shall make all decisions with respect to the ultimata decision-making body strategy and resources for the marketing and promotion of the consortium and is in charge Products. However, other issues may arise under the terms of this Work Order or between the parties while operating under this Work Order which are appropriate for consultation between the parties to ensure maximum productivity of the overal! supervision Sales Force, including, but not limited to, the establishment of work rules or the response to greater than expected Sales Force turnover and major decisions with regard 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 member may submit agenda items to the Project. The Steering committee Chair and such items shall be advised by recommendations made to it by the Project management Committee. Steering Committee has no competence to take decisions concerning the interna! .rereignty and independence of the Parties. The Steering Committee consists of three members, two appointed representatives of PROPCONEL participants and the Coordinator. The se shall in particular be responsible for approval of: • Proposals for changes of the GA or the IA; • Proposal of the Parties for changes of this CA; • Entry of a new Party to the Consortium and approval of the settlement on the conditions of the accession of such a new Party; • Withdrawal of a Party from the Consortium and the approval of the settlement on the conditions of the withdrawal; • Termination of a Defaulting Party's participation included in the Consortium and measures relating thereto; • Proposal to the JU for a change of the Coordinator; • Proposal to the JU for termination of the Project and the Consortium Agreement. Decisions conceming individua! partners (default or acceding or leaving the consortium) can only be taken unanimously. Ali decisions of the Steering committee are taken unanimously. The Coordinator shall call and chair all meetings next regular meeting of the Steering Committee. The Coordinator shall give each Each member of the Parties at least thirty 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 (3014) calendar days' notice in writing days of such meetings or ftfteen (15) calendar days' notice in case the date of an extraordinary meeting, along with an agendathis Work Order. Each Party shall have one vote. Should a A member not be able to attend a meeting, it shall appoint a substitute to attend and vote on its behalf. This substitute of the Committee may be removed at any time, with or without cause, Work Order by the Steering party that appointed such member. The Committee shall meet each quarter, or otherwise at the call of the chairperson to review, coordinate, and discuss issues regarding the Promotional Program. In addition, the Committee shall review and resolve issues pertaining to this Work Order. The members of the Committee will use reasonable efforts to reach consensus on all decisions. In Witness Whereof, Pacira and Quintiles have caused this Work Order # 6508 to 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: QUINTILES COMMERCIAL US, INC. PACIRA PHARMACEUTICALS /s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxxx By: By: Xxxxx Xxxxxxx By: Xxxxx Xxxxx Title: Title: Sr. VP of Commercialization Title: CEO and President Date: Date: August 30, 2011 Attachment A to Sales Force Work Order SALES FORCE EXPENSE ALLOCATION DATE Project # 6508 Category Included in Daily Fee Additional Fee Due Quintiles Pass- Through Expenses Pacira Direct Expenses 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 Attachment B to Sales Force Work Order Full Time Representatives 63 District Managers 6 Project Leader 1 ] DIRECT COSTS (IN DAILY RATE) COMPENSATION Representatives Compensation & Benefits $ [**] Salary $ [**] Benefits/Taxes $ [**] District Manager Compensation & Benefits $ [**] Salary $ [**] Benefits/Taxes $ [**] PL Compensation & Benefits $ [**] Salary $ [**] Benefits/Taxes $ [**] Project Coordinator Support $ [**] Systems and Services Manager $ [**] Total Compensation $ [**] EXPENSES Rep Field Expenses $ [**] Auto Allowance $ [**] Others $ [**] DM Field Expenses $ [**] Auto Allowance $ [**] Others $ [**] PL Field Expenses $ [**] Auto Allowance $ [**] Others $ [**] Total Expenses $ [**] Direct Costs Subtotal $ [**] Assumptions: $[**] annual salary payroll taxes (FICA, XXXX, etc.), medical/dental, life, 401(k), W/C, EAP $[**] annual salary includes additional months for startup/closeout payroll taxes (FICA, XXXX, etc.), medical/dental, life, 401(k), W/C, EAP $[**] annual salary includes additional months for startup/closeout payroll taxes (FICA, XXXX, 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 ADDITIONAL COSTS (NOT IN DAILY RATE) RECRUITING Initial Recruitment $ [**] Rep $ [**] DM $ [**] PL $ [**] Total Recruitment Costs $ [**] BONUS Target Bonus $ [**] Rep $ [**] DM $ [**] PL $ [**] Total Bonus $ [**] TRAINING Manager Development Training Phase I - Homestudy $ [**] Manager Development Training Phase II - Classroom $ [**] Representative Initial Development Training (Single Session) $ [**] SFA Training $ [**] Quintiles Learning System $ [**] Total Training Costs $ [**] SFA/IT Startup Costs $ [**] IT $ [**] SFA $ [**] Annual Costs $ [**] IT $ [**] SFA $ [**] Total SFA/IT Costs $ [**] SAMPLE ACCOUNTABILITY SA Automated Model $ — Additional Costs Subtotal $ [**] SERVICE FEE $ [**] TOTAL PROJECT COSTS $ [**] Assumptions: $[**] 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 Attachment B (cont.) to Sales Force Work Order Project #6508 COSTS TO BE CHARGED AS INCURRED ESTIMATED BACKFILL RECRUITING Backfill Recruiting Rep $ [**] TRAVEL EXPENSES T/E for recruiting travel [**] T/E to training (Single Session) $ [**] T/E to meetings $ [**] T/E to support sales $ [**] LICENSING & CREDENTIALS Licensing & Credentials $ [**] Total As Incurred Expenses $ [**] Risk Metrics $ [**] [**] per rep backfill and[**]%turnover Estimated travel costs for manager and sales rep recruiting Estimated travel, lodging, and meals to 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 $[**] per team member of another Party. Any substitute will have to justify its appointment is being included as a substitute by written evidencepass-through due to a growing industry trend of requiring credentials in order to gain access to a facility. Attachment C to Sales Force Work Order Project #6508 Budgeted Project Costs G1 G2 G3 G4 G5 G6 G7 G8 Section of Work Order Estimated PT Promotional Backfill/Recruiting Month Budgeted Labor Costs P/T Bonus Training Funds Estimate IT/CRM Risk Total Contract Yr 1 Jun-11 - - - - - - - - Jul-11 - - - - - - - - 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 [**] [**] [**] [**] - [**] [**] [**] [**] Attachment D to Sales Force Work Order Hardware Amortization Project #6508 Pacira IT rollover costs Book value per Book value per Purchase Monthly unit after [**] unit after [**] price per unit amortization* months months Laptop, CD/DVD, Maintenance Plan $ [**] $ [**] $ [**] $ [**] Peripherals, AC adapters, printers, carry bag $ [**] $ [**] $ [**] $ [**] $ [**] $ [**] $ [**] $ [**] Add’l costs per unit to be distributed incurred at time of purchase Shipping Estimate (Pass-through) $ [**] $ [**] $ [**] $ [**] Total cost to the Coordinator in advance purchase including shipping based on: $ [**] units $ [**] $ [**] *- Based on [**] month straight line depreciation Does not include any server, help desk or infrastructure support costs. EXHIBIT 1 to Sales Force Work Order ADDITIONAL PERSONNEL REQUEST FORM This Request for Additional Personnel is made pursuant to Master Services Agreement dated as of the meeting. Any decision requiring a vote at a Steering Committee meeting must be identified as such on the invitationbetween Pacira Pharmaceuticals and Quintiles Commercial US, Inc. (“Quintiles”), and Work Order #6508 Dated .

Steering Committee. The A Steering Committee is established as the ultimata decision-making coordinating and governing body of this Voluntary Agreement. Each Manufacturer Signatory that Sells Televisions in the consortium and is in charge United States or Canada may nominate one person to represent it as a Member on the Steering Committee. A representative of the overal! supervision and major decisions with regard to Consumer Technology Association shall serve as a Member of the ProjectSteering Committee. The Steering committee shall be advised by recommendations made Energy Advocates together may nominate no more than two persons to it by the Project management Committee. Steering Committee has no competence to take decisions concerning the interna! .rereignty and independence serve as voting Members of the PartiesSteering Committee, with no more than one Member per Energy Advocate Signatory. The Steering Committee consists of three members, two appointed representatives of PROPCONEL participants and the Coordinatorwill elect a Chair from among its Members. The se shall in particular Chair will be responsible for approval of: • Proposals for changes of the GA or the IA; • Proposal of the Parties for changes of this CA; • Entry of a new Party to the Consortium convening and approval of the settlement on the conditions of the accession of such a new Party; • Withdrawal of a Party from the Consortium and the approval of the settlement on the conditions of the withdrawal; • Termination of a Defaulting Party's participation in the Consortium and measures relating thereto; • Proposal to the JU for a change of the Coordinator; • Proposal to the JU for termination of the Project and the Consortium Agreement. Decisions conceming individua! partners (default or acceding or leaving the consortium) can only be taken unanimously. Ali decisions of the Steering committee are taken unanimously. The Coordinator shall call and chair all conducting meetings of the Steering Committee. The Coordinator shall give each 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 Chair of the Parties at least thirty (30) calendar days' notice in writing Steering Committee. At the request of such meetings or ftfteen (15) calendar days' notice in case of an extraordinary meetingany Signatory, along with an agenda. Each Party shall have one vote. Should a member not be able the Chair may authorize any person to attend a meeting, it shall appoint a substitute to attend and vote on its behalf. This substitute may be meetings of the Steering Committee member as a non-voting participant. Attendees at Steering Committee meetings shall sign a confidentiality agreement as a condition of another Partyattendance. Such agreement will also provide for confidentiality protection of all non-public information shared in connection with this Voluntary Agreement, including but not limited to Sections 6.3, 9 and 12. The Steering Committee may adopt rules of procedure and administration. The Steering Committee may delegate any of its authority or responsibilities to specific individuals or to subcommittees established by the Steering Committee. The costs of attending Steering Committee meetings will be borne by each attendee. 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 other vendors will assess a share of its charges to each Manufacturer Signatory. The Steering Committee may 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 substitute will have to justify its appointment as ambiguity of whether a substitute particular device is covered may be resolved by written evidence, to be distributed to the Coordinator in advance of the meeting. Any decision requiring a vote at a Steering Committee meeting must be identified as such on the invitationCommittee.

Steering Committee. The sales and marketing program for the Test in the Territories will be managed by a steering committee having equal representation of the parties (the “Steering Committee”), which Steering Committee is may be the ultimata decisionsame as the “Steering Committee” (as defined in the U.S. Co-making body of Promotion Agreement) managing the consortium and is in charge of the overal! supervision and major decisions with regard to the Project. The Steering committee shall be advised by recommendations made to it by the Project management Committee. Steering Committee has no competence to take decisions concerning the interna! .rereignty and independence of the PartiesU.S. Co-Promotion Agreement. The Steering Committee consists will include three (3) members from each party and will meet in-person at least quarterly with at least one (1) meeting per year being conducted in person while more frequent meetings or teleconferences will be held anytime they are needed and requested by the Steering Committee’s members of three memberseither party. If an in-person meeting is impracticable, two appointed representatives of PROPCONEL participants and the Coordinatormeetings may be held by videoconference or teleconference. The se shall When meetings are held in particular be responsible for approval of: • Proposals for changes of the GA or the IA; • Proposal of the Parties for changes of this CA; • Entry of a new Party to the Consortium and approval of the settlement on the conditions of the accession of such a new Party; • Withdrawal of a Party from the Consortium and the approval of the settlement on the conditions of the withdrawal; • Termination of a Defaulting Party's participation in the Consortium and measures relating thereto; • Proposal to the JU for a change of the Coordinator; • Proposal to the JU for termination of the Project and the Consortium Agreement. Decisions conceming individua! partners (default or acceding or leaving the consortium) can only be taken unanimously. Ali decisions person, individual members of the Steering committee are taken unanimouslyCommittee may nonetheless participate by videoconference or teleconference. The Coordinator shall call and chair all meetings 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. The Coordinator shall give each Other representatives of the Parties parties may attend Steering Committee meetings as non-voting participants. At least one week prior to any meeting of the Steering Committee, the parties shall agree upon a proposed agenda of the matters to be discussed at such meeting. The parties shall agree, at the first meeting of the Steering Committee, upon procedures for maintaining meeting minutes. The Steering Committee may take action on a matter at a meeting only if a quorum exists with respect to that matter. The attendance of at least thirty two (302) calendar days' notice in writing members of such meetings or ftfteen (15) calendar days' notice in case of an extraordinary meeting, along with an agenda. Each Party shall have one vote. Should a member not be able to attend a meeting, it shall appoint a substitute to attend and vote on its behalf. This substitute may be the Steering Committee of each party at a meeting shall constitute a quorum for the transaction of business. Each member of another Partythe Steering Committee shall be entitled to cast one (1) vote, either in person or by proxy, on any matter to be acted upon at any meeting of the Steering Committee. All decisions made by the Steering Committee shall require a majority vote by the members of the Steering Committee, either in person or by proxy. Any substitute will have to justify its appointment as a substitute by written evidence, action required or permitted to be distributed to the Coordinator in advance taken at any meeting of the meeting. Any decision requiring a vote at a Steering Committee may be taken without a meeting if the action is taken by all members of the Steering Committee. Such action must be identified as evidenced by one or more written consents describing the action taken and signed by 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 on the invitationissue.

Steering Committee. The Ag COI will have a Steering Committee is the ultimata decision-making body made up a smaller number of the consortium and is in charge of the overal! supervision and major decisions with regard to the Project. The Steering committee shall be advised by recommendations made to it by the Project management Committee. Steering Committee has no competence to take decisions concerning the interna! .rereignty and independence of the PartiesCOI members. The Steering Committee consists of three members, two appointed representatives of PROPCONEL participants will serve as a recommending body and the Coordinatora strategic guidance body. The se shall in particular be responsible for approval of: • Proposals for changes responsibilities of the GA Steering Committee include: Providing strategic planning and guidance; Providing guidance to the Ag Coordinator; Developing information and recommendations to bring to the full COI for decision-making; Recommending outreach and operational activities to gain more COI members; Helping to set full COI meeting agendas; Making operational decisions as needed; Resolving or determining next steps on issues or decisions that polarize the IAfull COI; • Proposal and Being responsive to needs that come up between full COI meetings. The Steering Committee Bylaws (Exhibit B) provide more detail on Steering Committee operations. Strategy Work Groups One person from each of the Parties for changes of this CA; • Entry of a new Party to the Consortium and approval Ag COI’s 7 strategies will represent each of the settlement on strategies in the conditions Ag COI Work Plan. Strategy leads are elected by the Strategy Work Group to serve for the term of the accession funding cycle. Leads serve the Strategy Work Group by: Providing a single point of such a new Party; • Withdrawal of a Party from the Consortium and the approval of the settlement on the conditions of the withdrawal; • Termination of a Defaulting Party's participation in the Consortium and measures relating thereto; • Proposal to the JU contact for a change of the Coordinator; • Proposal Regularly attending Strategy Work Group meetings; Providing report-outs during the full COI meetings, or assigning a Strategy Work Group member in his/her place; and Helping with strategy specific knowledge and insight to advance the activities. Ad hoc task forces may be formed by the COI to accomplish elements of the Work Plan. Each ad hoc task force will be chaired by a member of the COI. Task force participants may be COI Members or General Participants. All task forces report to the JU COI on progress, learning and needs for termination technical assistance. See Table 1 for a summary of the Project different roles and levels of participation, with expectations and estimated time commitment. See Table 2 for the Consortium Agreement2018 timeline and meeting schedule. Decisions conceming individua! partners (default Table 1: Different levels of participation with expectations & estimated hours Table 2: Proposed 2018 Timeline & Meeting Schedule Blue-full COI planning mtgs, Orange= full COI & community “info & input” sessions, Green=Strategy mtgs When? Duration What? Who? Where? Purpose January Evening 3 hours COI strategic thinking & planning Food provided Members Anyone Puyallup or acceding Tacoma Vision/planning #1 – Hone Ag COI purpose, revisit Strategy-level goals and objectives, incorporate input from Ag Infrastructure Assessment & Xxxxxx Advisory Council February 3 hours COI planning, measures of success Members Anyone Puyallup or leaving the consortium) can only be taken unanimouslyTacoma Vision/planning #2 – Introduce indicators for evaluating progress; evaluate progress of 2017 activities using these indicators March Evening 3 hours Report out, Look ahead, Gather input Food provided Members, Fundees, Farmers, Families, Anyone Puyallup, Tacoma or a farm Community Info & Input • Strategy & activity leads present 2017 project outcomes and 2018 activities • Present Ag COI vision, Strategy goals; gather input • Present draft funding evaluation criteria; gather input March-April Groups decide Strategy-level measures of success, 2019 activity ideas Strategy Work Groups Groups decide • Develop success indicators. Ali • Form next year activity ideas, prioritize, identify who will write funding proposals • Discuss outside funding ideas • Submit 1st qtr reports – highlight progress against indicators April Evaluation criteria decision Pledged members Online Vote to accept proposal evaluation criteria Early May Evening 3 hours Presentations & input Food provided Members, Fundees, Proposers, Farmers, Families, Anyone A farm Community Info & Input • Strategy groups present progress toward Ag COI goals & proposed funding ideas • Farmers/others provide input May-June Groups decide Funding proposal writing Strategy groups Proposers Groups decide • Proposers write & submit funding proposals by end of June • Submit 2nd qtr reports July Scoring Pledged members Online Score proposals Aug-early Sep 2 hours Final decisions of the Steering committee are taken unanimously. Pledged members Puyallup or Tacoma Final PWI Funding Decision • Final decision on proposals & budget to send to The Coordinator shall call and chair all meetings of the Steering Committee. The Coordinator shall give each of the Parties at least thirty (30) calendar days' notice in writing of such meetings Xxxxxxx Family Foundation • Debrief schedule, scoring, & process September Groups decide Strategy/Activity progress Strategy Work Groups Groups decide • Evaluate current year progress toward Ag COI goals • Submit 3rd qtr reports Oct or ftfteen (15) calendar days' notice in case of an extraordinary meetingNov Evening 3 hours Harvest Potluck Members, along with an agenda. Each Party shall have one vote. Should a member not be able Farmers, Families, Anyone Puyallup or Tacoma Community Info & Input • Celebrate accomplishments, present progress toward Ag COI goals • Farmers share challenges/issues they want addressed • Tee-up for next year Nov-Dec Groups decide 2019 work plan finalization Strategy Work Groups Groups decide • Decide on $ to attend a meeting, it shall appoint a substitute to attend and vote on its behalf. This substitute may be the Steering Committee member of another Party. Any substitute will have to justify its appointment as a substitute by written evidence, to be distributed to the Coordinator in advance of the meeting. Any decision requiring a vote at a Steering Committee meeting must be identified as such on the invitation.roll into next year • Finalize next year work plan & budget • Submit 4th qtr reports Ag COI Communications

Steering Committee. The Steering Committee is Columbia shall make all decisions with respect to the ultimata decision-making body strategy for the marketing and promotion of the consortium Products. However, other issues may arise under the terms of this Amended and is in charge Restated Sales Force Work Order or between the parties while operating under this Amended and Restated Sales Force Work Order which are appropriate for consultation between the parties to ensure maximum productivity of the overal! supervision Innovex Sales Force, including, but not limited to, the establishment of work rules or the response to greater than expected Innovex Sales Force turnover or lower than expected Innovex Sales Force performance, and major decisions with regard other changing market conditions. The parties shall, therefore, establish a Steering Committee, chaired by Columbia 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 an Innovex Committee member may submit agenda items to the Project. The Steering committee Chair and such items shall be advised by recommendations made to it by the Project management Committee. Steering Committee has no competence to take decisions concerning the interna! .rereignty and independence of the Parties. The Steering Committee consists of three members, two appointed representatives of PROPCONEL participants and the Coordinator. The se shall in particular be responsible for approval of: • Proposals for changes of the GA or the IA; • Proposal of the Parties for changes of this CA; • Entry of a new Party to the Consortium and approval of the settlement on the conditions of the accession of such a new Party; • Withdrawal of a Party from the Consortium and the approval of the settlement on the conditions of the withdrawal; • Termination of a Defaulting Party's participation included in the Consortium and measures relating thereto; • Proposal to the JU for a change of the Coordinator; • Proposal to the JU for termination of the Project and the Consortium Agreement. Decisions conceming individua! partners (default or acceding or leaving the consortium) can only be taken unanimously. Ali decisions of the Steering committee are taken unanimously. The Coordinator shall call and chair all meetings next regular meeting of the Steering Committee. The Coordinator shall give each initial Innovex members are Xxxx Xxxx, Xxxxx Xxxxxxx, and Xx Xxxxxxx, and the initial Columbia members are Xxxx Xxxxxxxxx (chair), Xxx Xxxxxx, and Xxxx Xxxxxx. A member of the Parties Committee may be removed and replaced at any time, with or without cause, and replaced by the party that appointed such member. The Committee shall meet at least thirty monthly, or otherwise at the call of the chairperson to review, coordinate, and discuss issues regarding the Project. In addition, the Committee shall review and attempt to resolve issues pertaining to this Amended and Restated Sales Force Work Order. The members of the Committee will use reasonable efforts to reach consensus on all decisions. For decisions concerning the day-to-day operations of the Re-Aligned Sales Force (30) calendar days' notice in writing such as discretionary spending for promotional expense monies, incentive compensation payments, revision of such meetings or ftfteen (15) calendar days' notice in case of an extraordinary meetingSales Force responsibilities), along with an agenda. Each Party shall have one vote. Should a member not be able to attend a meeting, it shall appoint a substitute to attend and vote on its behalf. This substitute may be for which the Steering Committee member cannot reach consensus, the chair shall cast the deciding vote. Notwithstanding anything else to the contrary, the Steering Committee shall have no authority to alter the basic economic terms of another Partythis Amended and Restated Work Order, including the pricing terms, the number of members of the Innovex Sales Force, and the Project End Date. Any substitute will [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. In Witness Whereof, Columbia and Innovex have to justify its appointment as a substitute by written evidence, each caused this Amended and Restated Sales Force Work Order #8795 to be distributed 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: COLUMBIA LABORATORIES, INC. INNOVEX, INC. /S/ Xxxx Xxxxxxxxx /S/ Xxxxxxx X Xxxx By: Xxxx Xxxxxxxxx By: Xxxxxxx X Xxxx Title: President & CEO Title: President Date: January 26, 2004 Date: January 26, 2004 [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Attachment A to Sales Force Work Order SALES FORCE EXPENSE ALLOCATION Project # 8795 Category Innovex Direct Expenses PassThrough Expenses Columbia Direct Expenses Salary, including payroll taxes, for Innovex Sales Representatives, Innovex Field Coordinators and the Innovex National Field Coordinator. Incentive compensation for Innovex Field Coordinators, compensation for the Innovex National Field Coordinator. X Incentive compensation (bonus) for Innovex Sales Representatives, plus [***] 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 for Innovex Sales Force members X Call Reporting; SFA X Computers for Innovex Sales Representatives, including software, helpdesk support, data/replication lines X Computers for FCs, NFC, including software, helpdesk support, data/replication lines X Infrastructure support (operations, HR, finance, legal) X Liability Insurance: employment, workers comp, E & O, CGL, auto X Recruitment and re-recruitment, includes drug screens, background and motor vehicle checks X Meetings: Columbia national, regional and district meetings; product launches X Access Money, Lunch and Learn and Speaker Programs 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 Travel Expenses (air, hotel, meals, T&E) for Innovex Sales Representatives, Innovex Field Coordinators, and the Innovex National Field Coordinator * Interviewing * Territory travel for field management purposes X [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT 1 to Amended and Restated Sales Force Work Order ADDITIONAL INNOVEX SALES REPRESENTATIVE REQUEST FORM This Request for Additional Innovex Sales Representative is issued pursuant to the Coordinator in advance Master Sales Services Agreement between Columbia and Innovex LP, dated as of the meeting. Any decision requiring a vote at a Steering Committee meeting must be identified July 31, 2002, and Amended and Restated Sales Force Work Order #8795, dated as such on the invitationof January 16, 2004.

Steering Committee. SECRETARIAT Paper Profile is an initiative driven by major pulp, paper and paperboard industry companies in Europe. The companies guide the initiative through the Paper Profile Steering Committee. The Steering Committee is the ultimata decision-making body responsible for the functioning and development of the consortium and is in charge of the overal! supervision and major decisions with regard to the Project. The Steering committee shall be advised by recommendations made to it by the Project management Committee. Steering Committee has no competence to take decisions concerning the interna! .rereignty and independence of the Partiesinitiative. The Steering Committee consists of three members, two appointed representatives of PROPCONEL participants one representative from each member company registered to use the Paper Profile scheme. National Forest Industry associations and other experts may be invited to support the Coordinator. The se shall in particular be responsible for approval of: • Proposals for changes of the GA or the IA; • Proposal of the Parties for changes of this CA; • Entry of a new Party to the Consortium and approval of the settlement on the conditions of the accession of such a new Party; • Withdrawal of a Party from the Consortium and the approval of the settlement on the conditions of the withdrawal; • Termination of a Defaulting Party's participation in the Consortium and measures relating thereto; • Proposal to the JU for a change of the Coordinator; • Proposal to the JU for termination of the Project and the Consortium Agreement. Decisions conceming individua! partners (default or acceding or leaving the consortium) can only be taken unanimously. Ali decisions of the Steering committee are taken unanimously. The Coordinator shall call and chair all meetings work of the Steering Committee. The Coordinator shall give each Steering Committee constitutes a quorum if more than half of the Parties at least thirty (30) calendar days' notice in writing of such meetings or ftfteen (15) calendar days' notice in case of an extraordinary meeting, along with an agendaits company members are present. Each Party shall have one vote. Should a member not be able to attend a meeting, it shall appoint a substitute to attend and vote on its behalf. This substitute may be Primarily the Steering Committee member of another Partywill work on every proposal in order to reach consensus. Any substitute will have If a proposal cannot be adopted by the Steering Committee unanimously the Steering Committee may vote on the proposal. The proposal may only be referred to justify its appointment as a substitute by written evidence, the voting if the Steering Committee has not reached consensus within one meeting. The proposal to be distributed voted on, is the proposal modified by the Steering Committee during the above mentioned time period and that one which has already got highest level of support in the Steering Committee. The voting proposal is adopted if 90 % of the Member Companies vote in favour of the proposal. If there are less than ten Member Companies the decision is carried if all except one of the Member Companies vote in favour of the proposal. The voting may be arranged by a written procedure. Only votes given will be counted. The Steering Committee will monitor the functioning of the Paper Profile based on this Agreement on Paper Profile Administration. The experiences will be analysed no later than five years after the present agreement has entered into force. Based on the experiences and analysis, the Steering Committee may propose changes to the Coordinator Agreement on Paper Profile Administration. The decisions to change the Agreement on Paper Profile Administration are primarily made based on the consensus. The above mentioned procedure for the possible voting will be applied accordingly. Member companies have equal voting power. Association representatives and experts do not have the right to vote. Company members of the Steering Committee or their substitutes are assumed to have a mandate to make decisions. A member company wishing to participate in the voting is not allowed to transfer its right to vote to another company. Decision-making may also be carried out in writing. The written decision making procedure includes e-mails or letters. The member companies must take the decision (decision rules as stated above) to use the written decision-making procedure before the matter in question has been resolved. The decision must be made in no less than three weeks and shall not exceed six weeks from the time the proposal was sent to all Member Companies. The Steering Committee meets at least once a year. The members will be notified at least three months in advance of the meeting date and the agenda (with separate items for decision- making and discussion items) will be distributed at least three weeks in advance. The Steering Committee makes decisions on how the Paper Profile form and manual can be revised. The Committee may meet frequently if considered necessary by the chairperson or on the request of two or more members acting together. The Committee may establish specific ad hoc working groups for certain assignments e.g. producing brochures or conducting surveys under the Paper Profile. The Chairperson is selected every year from company representatives in the Annual Meeting of the Steering Committee. Circulation order of the Chairmanship is based on the order of companies joining the initiative. The Chairmanship turn can only be refused due to a force majeure. The order of the chairmanship: • BillerudKorsnäs (2022) • LEIPA (2023) • Xxxxxxxx-Munksjö (2024) • Arjowiggins (2025) • Xxxxxxx Paper (2026) • Stora Enso (2027) • Metsä Board (2028) • UPM (2029) • Norske Xxxx (2030) • SAPPI (2031) • Arctic Paper (2032) • Holmen Paper (2033) • Sylvamo (2034) • Navigator Company (2035) • Clairefontaine (2036) • Mondi (2037) • Xxxxx Group (2038) • LECTA (2039) • Lenzing Papier (2040) • MM Group (2041) • Laakirchen Papier (2042) The Chairperson’s mandate runs from the end of the Annual Meeting to the end of the following Annual Meeting. The Annual Meeting is held in the fourth quarter of each calendar year. The Chairperson shall see to it that minutes are held at the Steering Committee meetings. The Steering Committee approves the minutes of the previous meeting at its meeting. Any In case of disagreement, the majority required to make the decision requiring in question shall prevail. Paper Profile has a vote at a secretariat in addition to its Steering Committee, whose responsibilities cover administrative services as described in detail under Article 8. The Steering Committee meeting must be identified as such on chooses the invitationsecretariat.

Steering Committee. The A Steering Committee is established as the ultimata decision-making 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 consortium and is in charge date of execution of the overal! supervision and major decisions with regard Voluntary Agreement may nominate one person to represent it as a Member on the ProjectSteering 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 approved by the Steering Committee. The Vendor Signatories may together nominate no more than three persons to serve as Members of the Steering committee shall be advised by recommendations made to it by the Project management Committee. Steering Committee has no competence to take decisions concerning the interna! .rereignty and independence A representative of the PartiesConsumer Technology Association shall serve as one such Member. A representative of NCTA shall serve as a Member. The Energy Advocates together may nominate no more than two persons to serve as Members of the 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. A Signatory may replace its Member or alternative representative on notice. The Steering Committee consists of three members, two appointed representatives of PROPCONEL participants and the Coordinatorwill elect a Chair from among its Members. The se shall in particular Chair will be responsible for approval of: • Proposals for changes of the GA or the IA; • Proposal of the Parties for changes of this CA; • Entry of a new Party to the Consortium and approval of the settlement on the conditions of the accession of such a new Party; • Withdrawal of a Party from the Consortium and the approval of the settlement on the conditions of the withdrawal; • Termination of a Defaulting Party's participation in the Consortium and measures relating thereto; • Proposal to the JU for a change of the Coordinator; • Proposal to the JU for termination of the Project and the Consortium Agreement. Decisions conceming individua! partners (default or acceding or leaving the consortium) can only be taken unanimously. Ali decisions of convening the Steering committee are taken unanimously. The Coordinator shall call Committee meetings at least once each calendar year, and chair all for running meetings of the Steering Committee. The Coordinator shall give each At the request of any Signatory, the Parties at least thirty (30) calendar days' notice in writing of such meetings or ftfteen (15) calendar days' notice in case of an extraordinary meeting, along with an agenda. Each Party shall have one vote. Should a member not be able Chair may authorize any person to attend a meeting, it shall appoint a substitute to attend and vote on its behalf. This substitute may be meetings of the Steering Committee member of another Party. Any substitute will have to justify its appointment as a substitute non-voting observer. 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 written evidence, the Steering Committee. The Steering Committee shall designate an Independent Administrator to be distributed to responsible for the Coordinator in advance collection and processing of information supplied directly or indirectly by Signatories and determining a Signatory’s compliance with the meetingVoluntary Agreement. Any decision requiring a vote at a The costs of attending Steering Committee meeting must meetings will be identified as such borne by each attendee. The costs of operating the Steering Committee shall be allocated in cost-recovery only annual dues set by the Steering Committee and assessed equally on each Signatory, except that the invitationSteering Committee may approve lower dues for non-profit Energy Advocates. The Steering Committee will seek regular consultation and engagement with representatives of appropriate regulatory authorities and other stakeholders to provide updates regarding the implementation of this Agreement.