Common use of Committees of the Board of Directors Clause in Contracts

Committees of the Board of Directors. A four-member Compensation Committee of the Board of Directors (the “Compensation Committee”), for which the Chairman shall initially be Dr. Xxxxxx Xxxxxxx, and a four-member Audit Committee (the “Audit Committee”) of the Board of Directors shall be established and maintained at all times after the date hereof, the membership of such committees to be agreed to by the Board of Directors; provided that no member of the Compensation Committee or Audit Committee shall be an employee of the Company and provided that the Intersouth Director (as defined below) shall be a member of the Compensation Committee and the Venrock Director (as defined below) shall be a member of the Compensation Committee and shall initially be the Chairman of the Audit Committee. The Chief Executive Officer or interim Chief Executive Officer of the Company shall be entitled to attend meetings of the Compensation Committee in a nonvoting capacity; provided, however, that such officer may be excluded from any meeting, or portion thereof, at the discretion of the Compensation Committee. The Compensation Committee will, among other things, be responsible for and have discretion concerning all compensation decisions and decisions concerning the issuance of stock options or other equity awards, including without limitation the vesting of stock options or other equity awards. The senior financial officer of the Company shall be entitled to attend meetings of the Audit Committee in a nonvoting capacity; provided, however, that such officer may be excluded from any meeting, or portion thereof, at the discretion of the Audit Committee. At least one of the directors selected by the Investors pursuant to Section 5(b) below shall be included as a member of each other committee of the Board of Directors currently existing or hereafter established by the Board of Directors, whether or not described in this section.

Committees of the Board of Directors. A four-member Compensation Committee of the Board of Directors (the “Compensation Committee”), for which the Chairman shall initially be Dr. Xxxxxx Xxxxxxx, ) and a four-member an Audit Committee (the “Audit Committee”) of the Board of Directors shall be established and maintained at all times after the date hereof, . Each of the membership Compensation Committee and the Audit Committee shall be comprised of such committees to be agreed to by the Board of Directorsat least three members; provided that no member of the Compensation Committee or Audit Committee shall be an employee of the Company and provided further that each of the Intersouth Director (as defined below) shall be a member of Audit Committee and the Compensation Committee and shall include one director designated by the Venrock Director (as defined below) shall be holders of a member majority of the Compensation Committee then outstanding shares of Series B Stock (each such director being a “Series B Director”) and shall initially be one director designated by the Chairman holders of a majority of the Audit Committeethen outstanding shares of Series C Stock (the “Series C Director”). The Chief Executive Officer or interim Chief Executive Officer of the Company shall be entitled to attend meetings of the Compensation Committee in a nonvoting non-voting capacity; provided, however, that such officer may be excluded from any meeting, or portion thereof, at the discretion of the Compensation Committee. The Compensation Committee will, among other things, be responsible for and have discretion concerning all compensation decisions and decisions concerning the issuance of stock options or other equity awards, including without limitation the vesting of stock options or other equity awards. The senior financial officer of the Company shall be entitled to attend meetings of the Audit Committee in a nonvoting capacity; provided, however, that such officer may be excluded from any meeting, or portion thereof, at the discretion of the Audit Committee. At least one The Board of Directors may create such additional committee as it deems necessary or desirable to conduct such business as may properly come before the directors selected Board of Directors; provided that each such committee constituted by the Investors pursuant to Section 5(b) below shall be included as a member of each other committee of the Board of Directors currently existing or hereafter established by shall, upon the Board written request of DirectorsNEA, whether or not described in this sectioncontain at least one Series B Director and, upon the written request of AZ, contain the Series C Director.

Committees of the Board of Directors. A four-member Compensation Committee of the Board of Directors (the “Compensation Committee”), for which the Chairman shall initially be Dr. Xxxxxx Xxxxxxx, ) and a four-member an Audit Committee (the “Audit Committee”) of the Board of Directors shall be established and maintained at all times after the date hereof, . Each of the membership Compensation Committee and the Audit Committee shall be comprised of such committees to be agreed to by the Board of Directorsat least three members; provided that no member of the Compensation Committee or Audit Committee shall be an employee of the Company and provided further that each of the Intersouth Director (as defined below) shall be a member of Audit Committee and the Compensation Committee and shall include one director designated by the Venrock Director (as defined below) shall be holders of a member majority of the Compensation Committee and shall initially be then outstanding shares of Series B Stock (each such director being a “Series B Director”), one director designated by the Chairman holders of a majority of the Audit Committeethen outstanding shares of Series C Stock (the “Series C Director”) and one director designated by the holders of a majority of the then outstanding shares of Series D Stock (the “Series D Director”). The Chief Executive Officer or interim Chief Executive Officer of the Company shall be entitled to attend meetings of the Compensation Committee in a nonvoting non-voting capacity; provided, however, that such officer may be excluded from any meeting, or portion thereof, at the discretion of the Compensation Committee. The Compensation Committee will, among other things, be responsible for and have discretion concerning all compensation decisions and decisions concerning the issuance of stock options or other equity awards, including without limitation the vesting of stock options or other equity awards. The senior financial officer of the Company shall be entitled to attend meetings of the Audit Committee in a nonvoting capacity; provided, however, that such officer may be excluded from any meeting, or portion thereof, at the discretion of the Audit Committee. At least one The Board of Directors may create such additional committee as it deems necessary or desirable to conduct such business as may properly come before the directors selected Board of Directors; provided that each such committee constituted by the Investors pursuant to Section 5(b) below shall be included as a member of each other committee of the Board of Directors currently existing or hereafter established by shall, upon the Board written request of DirectorsNEA, whether or not described in this sectioncontain at least one Series B Director and, upon the written request of AZ, contain the Series C Director, and upon the written request of the holders of a majority of the Series D Stock, contain the Series D Director.

Committees of the Board of Directors. A four-The Board of Directors may from time to time designate one or more committees of the Board, each committee to consist of two or more directors of the corporation. One or more directors may be named as an alternate member Compensation Committee to replace any absent or disqualified members. To the extent provided by resolution of the Board, each committee shall have and may exercise the lawfully delegable powers of the Board of Directors (in the “Compensation Committee”), for which management of the Chairman shall initially be Dr. Xxxxxx Xxxxxxxbusiness and affairs of the corporation, and may have the power to authorize the seal of the corporation to be affixed to documents. The number of members on each committee may be increased or decreased from time to time by resolution of the Board of Directors. Any member of any committee may be removed from such committee at any time by resolution of the Board of Directors. Any vacancy occurring on a four-committee shall be filled by the Board of Directors, but the Chief Executive Officer may designate another director to serve on the committee pending action of the Board. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member Audit Committee (thereof, of any responsibility imposed upon it or such directors by law. Each committee may determine the “Audit Committee”) procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; a majority of the members shall constitute a quorum; and, at any committee meeting at which a quorum is present, all matters shall be determined by a majority vote of the members present. Committees of the Board of Directors shall be established and maintained at all times after the date hereofkeep written minutes of its proceedings, the membership a copy of such committees which is to be agreed to by filed with the Board of Directors; provided that no member Secretary of the Compensation Committee or Audit Committee shall be an employee of the Company and provided that the Intersouth Director (as defined below) shall be a member of the Compensation Committee and the Venrock Director (as defined below) shall be a member of the Compensation Committee corporation, and shall initially be report on such proceedings to the Chairman of the Audit Committee. The Chief Executive Officer or interim Chief Executive Officer of the Company shall be entitled to attend meetings of the Compensation Committee in a nonvoting capacity; provided, however, that such officer may be excluded from any meeting, or portion thereof, at the discretion of the Compensation Committee. The Compensation Committee will, among other things, be responsible for and have discretion concerning all compensation decisions and decisions concerning the issuance of stock options or other equity awards, including without limitation the vesting of stock options or other equity awards. The senior financial officer of the Company shall be entitled to attend meetings of the Audit Committee in a nonvoting capacity; provided, however, that such officer may be excluded from any meeting, or portion thereof, at the discretion of the Audit Committee. At least one of the directors selected by the Investors pursuant to Section 5(b) below shall be included as a member of each other committee of the Board of Directors currently existing or hereafter established by the Board of Directors, whether or not described in this sectionBoard.