Common use of Alliance Managers Clause in Contracts

Alliance Managers. Promptly following the Effective Date, each Party shall appoint (and notify the other Party of the identity thereof in writing) one (1) senior representative having a general understanding of vaccine Research, Development, and Commercialization to act as its alliance manager under this Agreement (each, an “Alliance Manager”). The Alliance Managers shall serve as the contact point between the Parties and will be primarily responsible for facilitating the flow of information and otherwise promoting communication, coordination, and collaboration between the Parties, including: (a) facilitating periodic communications between the Parties in connection with the Parties’ reporting requirements; (b) providing single-point communication for seeking consensus both internally within the respective Party’s organization and together regarding key global strategy and planning issues, as appropriate, including facilitating review of external corporate communications; (c) raising cross-Party or cross-functional disputes in a timely manner; and (d) consulting with: (i) the JSC Co-Chairs, in accordance with Section 4.1(b), and (ii) the JRC Co-Chairs, in accordance with Section 4.2(b). Each Alliance Manager may be member of a Joint Committee and vice versa; provided, that such Alliance Manager has the requisite experience and seniority to enable such person to make decisions on behalf of such Party with respect to the issues falling within the jurisdiction of the relevant Joint Committee. From time to time, each Party may substitute its Alliance Manager at any time upon written notice to the other Party. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Alliance Managers. Promptly following Each of the Effective DateCompany, each Party on the one hand, and BMS and ERS collectively, on the other hand, shall appoint (and notify the other Party of the identity thereof in writing) one (1) senior representative having who possesses a general understanding of vaccine Researchclinical, Developmentregulatory, manufacturing and Commercialization marketing issues to act as its respective alliance manager under for this Agreement relationship (each, an “"Alliance Manager”"). The initial Alliance Managers shall serve as are set forth on Exhibit 2.1. Each of the contact point between Company, on the Parties and will be primarily responsible for facilitating the flow of information and otherwise promoting communication, coordinationone hand, and collaboration between BMS and ERS collectively, on the Partiesother hand, including: (a) facilitating periodic communications between the Parties in connection with the Parties’ reporting requirements; (b) providing single-point communication for seeking consensus both internally within the may replace its respective Party’s organization and together regarding key global strategy and planning issues, as appropriate, including facilitating review of external corporate communications; (c) raising cross-Party or cross-functional disputes in a timely manner; and (d) consulting with: (i) the JSC Co-Chairs, in accordance with Section 4.1(b), and (ii) the JRC Co-Chairs, in accordance with Section 4.2(b). Each Alliance Manager may be member of a Joint Committee and vice versa; provided, that such Alliance Manager has the requisite experience and seniority to enable such person to make decisions on behalf of such Party with respect to the issues falling within the jurisdiction of the relevant Joint Committee. From time to time, each Party may substitute its Alliance Manager at any time upon written notice to the other in accordance with Section 16.5 of this Agreement. Any Alliance Manager may designate a substitute to temporarily perform the functions of that Alliance Manager. Each Alliance Manager shall be charged with creating and maintaining a collaborative work environment within and among the Committees. Each Alliance Manager will also be responsible for: (a) Coordinating the relevant functional representatives of the Parties, in developing and executing strategies and plans for the Products in an effort to ensure consistency and efficiency within the Territory; (b) providing a single point of communication for seeking consensus both internally within the respective Party's organizations and together regarding key strategy and plan issues; (c) identifying and raising cross-country, cross-Party and/or cross-functions disputes to the appropriate Committee in a timely manner; and (d) planning and coordinating: (i) cooperative efforts in the Territory; and (ii) internal and external communications. CONFIDENTIAL TREATMENT REQUESTEDThe Alliance Managers shall be entitled to attend meetings of any of the Committees, but shall not have, or be deemed to have, any rights or responsibilities of a member of any Committee. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”Each Alliance Manager may bring any matter to the attention of any Committee where such Alliance Manager reasonably believes that such matter requires such attention. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933Confidential treatment requested by Xxxxxxx-Xxxxx Squibb Company, AS AMENDEDXxxxxxx-Xxxxx Squibb Biologics Company and ImClone Systems Incorporated.

Alliance Managers. Promptly following (a) Each of the Effective Date, each Party Parties shall appoint (and notify the other Party of the identity thereof in writing) one (1) senior representative having a single individual who possesses a general understanding of vaccine Researchclinical, Developmentregulatory, manufacturing and Commercialization marketing issues to act as its alliance manager that Party’s point of contact for day to day communications between the Parties relating to the activities conducted under this Agreement (each, an “Alliance Manager”). The Each Party may change its designated Alliance Managers Manager from time to time upon written notice to the other Party. Any Alliance Manager may designate a substitute to temporarily perform the functions of that Alliance Manager by written notice to the other Party. (b) Each Alliance Manager shall serve as strive to create and maintain a collaborative work environment within and among the contact point between the Parties JSC, PDC, JCC and any subcommittees. Each Alliance Manager will be primarily responsible for facilitating the flow of information and otherwise promoting communication, coordination, and collaboration between the Parties, includingalso: (ai) facilitating periodic communications between attempt to resolve, in the first instance, all matters of dispute arising in the JSC, PDC, JCC or any subcommittees; (ii) coordinate the relevant functional representatives of the Parties in connection with developing and executing strategies and Plans for Product to Physician Targets in the Parties’ reporting requirementsField in the Territory; (biii) providing single-provide a single point of communication for seeking consensus both internally within the respective Party’s organization Parties’ organizations and together between the Parties regarding key global strategy and planning Plan issues, as appropriate, including facilitating review of external corporate communications; (civ) raising cross-Party or cross-functional identify and bring disputes to the attention of the JSC in a timely manner; (v) plan and coordinate cooperative efforts and internal and external communications; (vi) track and report progress of the Parties against all Plans and activities; and (vii) ensure that governance activities, such as the conduct of required JSC, PDC, JCC and any subcommittee meetings, take place, including by taking meeting minutes and producing such minutes as set forth in this Agreement, and by following up on relevant action items resulting from such meetings to confirm that such activities are appropriately carried out or otherwise managed. (c) The Alliance Managers shall attend all subcommittee meetings and JSC, PDC and JCC meetings and support the co-chairpersons of the JSC, PDC and JCC and subcommittees in the discharge of their responsibilities. Alliance Managers shall be nonvoting participants in the JSC, PDC, JCC and subcommittee meetings, unless they are also appointed Members of the JSC, PDC, JCC or the subcommittee provided, however, that an Alliance Manager may bring any matter to the attention of the JSC or any subcommittee if such Alliance Manager reasonably believes that such matter warrants such attention. (d) consulting with: (i) The Alliance Managers shall jointly be responsible for working with the JSC Co-Chairsand other committee Members to prepare and circulate an agenda in advance of each meeting of the JSC, in accordance with Section 4.1(b)PDC, JCC and subcommittee, and to prepare and issue initial drafts of minutes of each meeting within seven (ii7) Business Days thereafter. Meeting minutes will not be finalized until both Parties’ representatives on the JRC Co-ChairsJSC, in accordance with Section 4.2(b). Each Alliance Manager may be member of a Joint Committee PDC, JCC or subcommittee review and vice versa; provided, that such Alliance Manager has confirm the requisite experience and seniority to enable such person to make decisions on behalf accuracy of such Party with respect to the issues falling minutes in writing, which such representatives shall do and approve in writing within the jurisdiction seven (7) Business Days of the relevant Joint Committee. From time to time, each Party may substitute its Alliance Manager at any time upon written notice to the other Party. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDreceiving such minutes for review and comment.

Alliance Managers. Promptly following the Effective Date, (a) Gilead Sub and BMS shall each Party shall appoint (and notify the other Party of the identity thereof in writing) one (1) senior representative having a general understanding of vaccine Research, Development, and Commercialization to act as its designate within their respective organizations an alliance manager under this Agreement (each, an “Alliance Manager”)) with responsibility for facilitating the interaction and cooperation between the Parties with respect to the activities conducted hereunder and under the Co-Promotion Agreements. The initial Alliance Managers are identified in Annex B hereto. Each Party may change its Alliance Manager from time to time upon written notice to the other Party. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. §§ 200.80 (b)(4) AND 230.406 (b) The Alliance Managers shall not be members of the JEC or any Operating Committee. The Alliance Managers shall serve as attend all meetings of the contact point between JEC and the Parties EUOC and will support the chairpersons of the JEC and the EUOC in the discharge of their responsibilities hereunder. The Alliance Managers shall be primarily responsible for facilitating nonvoting participants in such meetings. Each Alliance Manager shall endeavor to create and maintain a collaborative work environment within and among the flow of information and otherwise promoting communication, coordinationJEC, and collaboration between the Operating Committees. In addition, with respect to the activities conducted hereunder and under the Co-Promotion Agreements, each Alliance Manager: (i) shall coordinate the relevant functional representatives of the Parties, including: (a) facilitating periodic communications between the Parties in connection with the Parties’ reporting requirements; (biii) providing single-shall provide a single point of communication for seeking consensus both internally within the respective Party’s organization Parties’ organizations and together regarding key global strategy between the Parties; (iv) shall identify and planning issuesbring disputes relating to this Agreement or any Co-Promotion Agreement (other than any such disputes that, herein or in the applicable Co-Promotion Agreement, are expressly excluded from the scope of Section 2.6) to the attention of the JEC or the applicable Operating Committee, as appropriate, including facilitating review of external corporate communications; (c) raising cross-Party or cross-functional disputes in a timely manner; (v) shall plan and coordinate cooperative efforts and internal and external communications; and (dvi) consulting with: (i) shall take responsibility for ensuring that governance activities, such as the JSC conduct of required JEC and Operating Committee meetings and production of meeting minutes, occur as set forth in this Agreement and in the Co-Chairs, in accordance with Section 4.1(b), Promotion Agreements and (ii) the JRC Co-Chairs, in accordance with Section 4.2(b). Each Alliance Manager may be member of a Joint Committee and vice versa; provided, that relevant action items agreed upon at such Alliance Manager has the requisite experience and seniority to enable such person to make decisions on behalf of such Party with respect to the issues falling within the jurisdiction of the relevant Joint Committee. From time to time, each Party may substitute its Alliance Manager at any time upon written notice to the other Party. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDmeetings are appropriately carried out or otherwise addressed.

Alliance Managers. Promptly Within [***] following the Effective Date, each Party shall will appoint (and notify the other Party of the identity thereof in writingof) one (1) a senior representative having a general understanding of vaccine Research, Development, pharmaceutical development and Commercialization commercialization issues to act as its alliance manager under this Agreement (each, an “Alliance Manager”). The Alliance Managers shall will serve as the contact point between the Parties for the purpose of providing Portola with information on the progress of Dermavant’s Development and Commercialization of the Licensed Compound and Products and will be primarily responsible for for: facilitating the flow of information and otherwise promoting communication, coordination, coordination and collaboration between CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. the Parties, including: (a) facilitating periodic communications between the Parties in connection with the Parties’ reporting requirements; (b) providing single-single point communication for seeking consensus both internally within the respective Party’s organization and together regarding key global strategy and planning issues, as appropriate, including facilitating review of external corporate communications; (c) and raising cross-Party or and/or cross-functional disputes in a timely manner; . Without limiting the foregoing, Dermavant’s Alliance Manager shall ensure that the Development reports and (d) consulting with: (i) the JSC Co-Chairs, in accordance with Section 4.1(b)Commercialization reports are timely prepared and delivered to Portola as required by Sections 4.5 and 7.3, and (ii) the JRC Co-Chairs, in accordance with Section 4.2(b)that Dermavant’s team promptly responds to Portola’s questions and request for additional information regarding such reports. Each Alliance Manager may be member of a Joint Committee and vice versa; provided, that such Alliance Manager has the requisite experience and seniority to enable such person to make decisions on behalf of such Party with respect to the issues falling within the jurisdiction of the relevant Joint Committee. From time to time, each Party may substitute replace its Alliance Manager at any time upon on written notice to the other Party. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Alliance Managers. Promptly following the Effective Date, each Party shall appoint (and notify the other Party of the identity thereof in writing) one (1) senior representative having a general understanding of vaccine Research, Development, and Commercialization to act as its alliance manager under this Agreement (each, an “Alliance Manager”). The Alliance Managers shall serve as the contact point between the Parties and will be primarily responsible for facilitating the flow of information and otherwise promoting communication, coordination, and collaboration between the Parties, including: (a) facilitating periodic communications between the Parties in connection with the Parties’ reporting requirements; (b) providing single-point communication for seeking CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. consensus both internally within the respective Party’s organization and together regarding key global strategy and planning issues, as appropriate, including facilitating review of external corporate communications; (c) raising cross-Party or cross-functional disputes in a timely manner; and (d) consulting with: (i) the JSC Co-Chairs, in accordance with Section 4.1(b), and (ii) the JRC Co-Chairs, in accordance with Section 4.2(b). Each Alliance Manager may be member of a Joint Committee and vice versa; provided, that such Alliance Manager has the requisite experience and seniority to enable such person to make decisions on behalf of such Party with respect to the issues falling within the jurisdiction of the relevant Joint Committee. From time to time, each Party may substitute its Alliance Manager at any time upon written notice to the other Party. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Alliance Managers. Promptly but not later than thirty (30) days following the Effective Date, each Party of Amgen and Novartis shall appoint (and notify the other Party of the identity thereof in writing) one (1) or more senior representative having representatives who possess a general understanding of vaccine Research, Development, regulatory, Manufacturing, Medical Affairs Activities and Commercialization matters to act as its respective alliance manager under this Agreement manager(s) for the US Collaboration (each, an “Alliance Manager”). The Alliance Managers shall serve as the contact point between the Parties and will be primarily responsible for facilitating the flow of information and otherwise promoting communication, coordination, and collaboration between the Parties, including: (a) facilitating periodic communications between the Parties in connection with the Parties’ reporting requirements; (b) providing single-point communication for seeking consensus both internally within the respective Party’s organization and together regarding key global strategy and planning issues, as appropriate, including facilitating review of external corporate communications; (c) raising cross-Party or cross-functional disputes in a timely manner; and (d) consulting with: (i) the JSC Co-Chairs, in accordance with Section 4.1(b), and (ii) the JRC Co-Chairs, in accordance with Section 4.2(b). Each Alliance Manager may be member of a Joint Committee and vice versa; provided, that such Alliance Manager has the requisite experience and seniority to enable such person to make decisions on behalf of such Party with respect to the issues falling within the jurisdiction of the relevant Joint Committee. From time to time, each Party may substitute replace its respective Alliance Manager Manager(s) at any time upon written notice to the other in accordance with this Agreement. Any Alliance Manager may designate a substitute to temporarily perform the functions of that Alliance Manager. Each Alliance Manager shall be charged with creating and maintaining a collaborative work environment within and among the JUSLT, USCT, Joint Project Teams, sub-committees and collaboration teams. Consistent with the Commercialization Plan and Section 2.5 (Decision Making), each Alliance Manager, on behalf of the applicable Party’s Co-Chair of the JUSLT and on behalf of the United States Senior Officers and Executive Officers, will also be responsible for: 2.7.1 providing a single point of communication for seeking consensus both within the respective Party’s organization and together with the other Party regarding key strategy and plan issues; and 2.7.2 identifying and raising disputes to the JSC, JUSLT, United States Senior Officers or Executive Officers for discussion in a timely manner. CONFIDENTIAL TREATMENT REQUESTEDDuring the term of the Existing License Agreement, the Alliance Managers appointed under the Existing License Agreement shall also serve as the Alliance Managers under this Agreement. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “The Alliance Managers shall be entitled to attend all JUSLT and USCT meetings, and shall have the right to attend all JPT, sub-committee and collaboration team meetings. Consistent with Section 2.5 (Decision Making), each Alliance Manager may bring any matter to the attention of the JSC, JUSLT, United States Senior Officers or the Joint Compliance Contacts, where such Alliance Manager reasonably believes that such matter requires attention of the JSC, JUSLT, United States Senior Officers, Executive Officers or the Joint Compliance Contacts. [***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Alliance Managers. Promptly following the Effective Date, (a) Gilead and BMS shall each Party shall appoint (and notify the other Party of the identity thereof in writing) one (1) senior representative having a general understanding of vaccine Research, Development, and Commercialization to act as its designate within their respective organizations an alliance manager under this Agreement (each, an “Alliance Manager”)) with responsibility for facilitating the interaction and cooperation between Gilead and BMS with respect to the JV and the Exploitation of the Combination Product in the Territory. The initial Alliance Managers are identified in Annex A hereto. Each Member Party may change its Alliance Manager from time to time upon written notice to the other Member Party. (b) The Alliance Managers shall attend all meetings of the JEC and each Operating Committee (other than the JFC and JCOC) and support the chairpersons of the JEC and each Operating Committee in the discharge of their responsibilities. The Alliance Managers shall serve as be nonvoting participants in such meetings, unless they are also appointed members of the contact point between applicable committee(s). Each Alliance Manager shall endeavor to create and maintain a collaborative work environment within and among the Parties JEC and will be primarily responsible for facilitating the flow of information and otherwise promoting communicationOperating Committees. In addition, coordination, and collaboration between the Parties, includingeach Alliance Manager: (ai) facilitating periodic communications between shall be the Parties point of first referral in connection with the Parties’ reporting requirementscertain matters subject to dispute resolution as provided in Section 2.9; (bii) providing single-shall coordinate the relevant functional representatives of the Member Parties; (iii) shall provide a single point of communication for seeking consensus both internally within the respective Party’s organization Member Parties’ organizations and together regarding key global strategy and planning issues, as appropriate, including facilitating review of external corporate communicationsbetween the Member Parties; (civ) raising cross-Party shall identify and bring disputes to the attention of the JEC or cross-functional disputes an Operating Committee as appropriate in a timely manner; (v) shall plan and coordinate cooperative efforts and internal and external communications; and (dvi) consulting with: shall take responsibility for ensuring that governance activities, such as the conduct of required JEC and Operating Committee meetings and production of meeting minutes, occur as set forth in this Agreement and in the Operating Agreement and that relevant action items agreed upon at such meetings are appropriately carried out or otherwise addressed. (ic) Notices given by a Member Party to the JSC Co-Chairs, in accordance with Section 4.1(b), and (ii) the JRC Co-Chairs, in accordance with Section 4.2(b). Each Alliance Manager may be member of a Joint Committee and vice versa; provided, that such Alliance Manager has the requisite experience and seniority to enable such person to make decisions on behalf of such other Member Party with respect to Development Activities, Combination Product or EFV, TDF or FTC bulk active pharmaceutical ingredient Manufacturing and Commercialization Activities shall be made to the issues falling within the jurisdiction other Member Party’s Alliance Manager and to such other Operating Committee or JEC member of such other Member Party as is most directly involved in or informed of the relevant Joint Committee. From time activity, except that if Gilead or BMS is selected as the Supplier pursuant to timeSection 4.2(a), each Party may substitute its Alliance Manager at any time upon written it shall not be required to provide such notice to the other Member Party. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED’s Alliance Manager with respect to its toll manufacturing activities.

Alliance Managers. Promptly following the Effective Date, each Party shall appoint (and notify the other Party of the identity thereof in writing) one (1) senior representative having a general understanding of vaccine Research, Development, and Commercialization to act as its alliance manager under this Agreement (each, an “Alliance Manager”). The Alliance Managers shall serve as the contact point between the Parties and will be primarily responsible for facilitating the flow of information and otherwise promoting communication, coordination, and collaboration between the Parties, including: (a) facilitating periodic communications between the Parties in connection with the Parties’ reporting requirements; (b) providing single-point communication for seeking CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. consensus both internally within the respective Party’s organization and together regarding key global strategy and planning issues, as appropriate, including facilitating review of external corporate communications; (c) raising cross-Party or cross-functional disputes in a timely manner; and (d) consulting with: (i) the JSC Co-Chairs, in accordance with Section 4.1(b), and (ii) the JRC Co-Chairs, in accordance with Section 4.2(b). Each Alliance Manager may be member of a Joint Committee and vice versa; provided, that such Alliance Manager has the requisite experience and seniority to enable such person to make decisions on behalf of such Party with respect to the issues falling within the jurisdiction of the relevant Joint Committee. From time to time, each Party may substitute its Alliance Manager at any time upon written notice to the other Party. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.​

Alliance Managers. (a) Promptly following upon the Effective Date, each Party shall appoint (and notify the other Party of the identity thereof in writing) one (1) senior representative having a general understanding of vaccine Research, Development, and Commercialization to who shall act as its alliance manager under this Agreement such Party’s primary point of contact for the Alliance (each, an “Alliance Manager”). The Moffitt CCRI’s initial Alliance Managers Manager shall serve as the contact point between the Parties be [***] and will Company’s initial Alliance Manager shall be primarily responsible for facilitating the flow of information and otherwise promoting communication, coordination, and collaboration between the Parties, including: (a) facilitating periodic communications between the Parties in connection with the Parties’ reporting requirements; (b) providing single-point communication for seeking consensus both internally within the respective Party’s organization and together regarding key global strategy and planning issues, as appropriate, including facilitating review of external corporate communications; (c) raising cross-Party or cross-functional disputes in a timely manner; and (d) consulting with: (i) the JSC Co-Chairs, in accordance with Section 4.1(b), and (ii) the JRC Co-Chairs, in accordance with Section 4.2(b)[***]. Each Alliance Manager may be member of a Joint Committee and vice versa; provided, that such Alliance Manager has the requisite experience and seniority to enable such person to make decisions on behalf of such Party with respect to the issues falling within the jurisdiction of the relevant Joint Committee. From time to time, each Party may substitute replace its Alliance Manager at any time upon written notice to the other Party. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “The Alliance Managers shall meet by teleconference or videoconference on a [***]”. (b) The Parties shall, either through their respective Alliance Managers (or one or more other suitable representatives (such as project managers or other designees)): (i) coordinate the activities of the Parties under this Agreement, including by facilitating communications between the Parties with respect to the performance of each Project; (ii) coordinate the activities of the Joint Steering Committee and serve as non-voting participants and rotate in serving as Chairpersons of the Joint Steering Committee as set forth in Section 3.2(b); (iii) for each meeting of the Joint Steering Committee, schedule the meeting and establish a meeting agenda, including identification of relevant supporting information and materials to be discussed, which shall include quarterly progress reports or presentations regarding progress on milestones associated with each Project, including associated timelines, and general information regarding expenditures from each associated budget with a reasonable level of detail such that the Joint Steering Committee may assess progress against the associated budget; and (iv) draft and finalize minutes of such meeting for review and approval by the representatives of the Joint Steering Committee at the following meeting. (c) Each Alliance Manager may bring any matter arising under this Agreement to the attention of the Joint Steering Committee if the Alliance Manager reasonably believes that such attention is warranted. (d) Each Party shall retain the rights, powers, and discretion granted to it under this Agreement and any Underlying Agreement, and no such rights, powers, or discretion shall be delegated to or vested in the Alliance Managers. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933The Alliance Managers shall have only such powers as are specifically delegated to it hereunder and in particular shall not have any power to amend, AS AMENDEDmodify, or waive compliance with this Agreement.

Alliance Managers. Promptly following the Effective Date, each Party Each of Servier and Cellectis shall appoint (and notify the other Party of the identity thereof in writing) one (1) or two senior representative having representatives who possess a general understanding of vaccine Researchdevelopment, Developmentregulatory, manufacturing and Commercialization commercialization matters to act as its respective alliance manager under manager(s) for this Agreement relationship (each, an “Alliance Manager”). The Each Party may replace its respective Alliance Managers Manager(s) at any time upon written notice to the other in accordance with this Agreement. Any Alliance Manager may designate a substitute to temporarily perform the functions of that Alliance Manager. Each Alliance Manager shall serve as be charged with creating and maintaining a collaborative work environment within and among the contact Committees. Consistent with the Development Plan and Section 2.10, each Alliance Manager, on behalf of the applicable Party’s Co-Chairperson of the applicable Committee, will also be responsible for: (a) providing a primary single point between the Parties and will be primarily of communication responsible for facilitating the flow of information communication and otherwise promoting communication, coordination, and collaboration between the Parties, including: (a) facilitating periodic communications between the Parties in connection with the Parties’ reporting requirements; (b) providing single-point communication for seeking consensus both internally within the respective Party’s organization and together regarding key global strategy and planning plan issues, as appropriate, including facilitating review of external corporate communications; [***] CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION (b) ensuring that the governance procedures and rules set forth herein are complied with (c) identifying and raising cross-Party disputes to the JSC or cross-functional disputes JEC for discussion in a timely manner; and and (d) consulting with: (i) the JSC Co-Chairs, planning and coordinating internal and external communications in accordance with Section 4.1(b)the terms of this Agreement. The Alliance Managers shall be entitled to attend all JRDC, JSC and JEC meetings, and (ii) shall have the JRC Co-Chairs, in accordance right to attend all Subcommittees meetings. Consistent with Section 4.2(b). Each 2.10, each Alliance Manager may be member bring any matter to the attention of a Joint Committee and vice versa; provided, that the JSC or JEC where such Alliance Manager has the requisite experience and seniority to enable reasonably believes that such person to make decisions on behalf of such Party with respect to the issues falling within the jurisdiction matter requires attention of the relevant Joint CommitteeJSC or JEC. From time to timeAt the latest ten (10) days after the Effective Date, each Party may substitute its Alliance Manager at any time upon written notice to shall appoint and notify the other Party. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDParty of the identity of their representatives to act as alliance managers under this Agreement.

Alliance Managers. Promptly but not later than sixty (60) days following the Effective Date, each Party of Amgen and Novartis shall appoint (and notify the other Party of the identity thereof in writing) one (1) or more senior representative having representatives who possess a general understanding of vaccine Research, Development, regulatory, Medical Affairs Activities, Manufacturing and Commercialization matters to act as its respective alliance manager under this Agreement manager(s) for the Collaboration (each, an “Alliance Manager”). The Alliance Managers shall serve as the contact point between the Parties and will be primarily responsible for facilitating the flow of information and otherwise promoting communication, coordination, and collaboration between the Parties, including: (a) facilitating periodic communications between the Parties in connection with the Parties’ reporting requirements; (b) providing single-point communication for seeking consensus both internally within the respective Party’s organization and together regarding key global strategy and planning issues, as appropriate, including facilitating review of external corporate communications; (c) raising cross-Party or cross-functional disputes in a timely manner; and (d) consulting with: (i) the JSC Co-Chairs, in accordance with Section 4.1(b), and (ii) the JRC Co-Chairs, in accordance with Section 4.2(b). Each Alliance Manager may be member of a Joint Committee and vice versa; provided, that such Alliance Manager has the requisite experience and seniority to enable such person to make decisions on behalf of such Party with respect to the issues falling within the jurisdiction of the relevant Joint Committee. From time to time, each Party may substitute replace its respective Alliance Manager Manager(s) at any time upon written notice to the other in accordance with this Agreement. Any Alliance Manager may designate a substitute to temporarily perform the functions of that Alliance Manager. Each Alliance Manager shall be charged with creating and maintaining a collaborative work environment within and among the Committees. Consistent with the Development Plan, the Territory Brand Plan and Section 3.5 (Decision Making), each Alliance Manager, on behalf of the applicable Party’s Co-Chair of the applicable Committee, will also be responsible for: 3.7.1 providing a single point of communication for seeking consensus both within the respective Party’s organization and together with the other Party regarding key strategy and plan issues; and 3.7.2 identifying and raising disputes to the JSC or JMC for discussion in a timely manner. CONFIDENTIAL TREATMENT REQUESTEDThe Alliance Managers shall be entitled to attend all JSC and JMC meetings, and shall have the right to attend all JPT meetings. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]Consistent with Section 3.5 (Decision Making), each Alliance Manager may bring any matter to the attention of the JSC or JMC where such Alliance Manager reasonably believes that such matter requires attention of the JSC or JMC. During the term of the US Collaboration Agreement, the Alliance Managers appointed under this Agreement shall also serve as the Alliance Managers under the US Collaboration Agreement pursuant to Section 2.7 of the US Collaboration Agreement.”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 2.21 Section 3.8 of the Agreement is hereby deleted in its entirety and replaced with the following:

Alliance Managers. Promptly following Each of the Effective DateCompany, each Party on the one hand, and BMS and ERS collectively, on the other hand, shall appoint (and notify the other Party of the identity thereof in writing) one (1) senior representative having who possesses a general understanding of vaccine Researchclinical, Developmentregulatory, manufacturing and Commercialization marketing issues to act as its respective alliance manager under for this Agreement relationship (each, an “Alliance Manager”"ALLIANCE MANAGER"). The initial Alliance Managers shall serve as are set forth on EXHIBIT 2.1. Each of the contact point between Company, on the Parties and will be primarily responsible for facilitating the flow of information and otherwise promoting communication, coordinationone hand, and collaboration between BMS and ERS collectively, on the Partiesother hand, including: (a) facilitating periodic communications between the Parties in connection with the Parties’ reporting requirements; (b) providing single-point communication for seeking consensus both internally within the may replace its respective Party’s organization and together regarding key global strategy and planning issues, as appropriate, including facilitating review of external corporate communications; (c) raising cross-Party or cross-functional disputes in a timely manner; and (d) consulting with: (i) the JSC Co-Chairs, in accordance with Section 4.1(b), and (ii) the JRC Co-Chairs, in accordance with Section 4.2(b). Each Alliance Manager may be member of a Joint Committee and vice versa; provided, that such Alliance Manager has the requisite experience and seniority to enable such person to make decisions on behalf of such Party with respect to the issues falling within the jurisdiction of the relevant Joint Committee. From time to time, each Party may substitute its Alliance Manager at any time upon written notice to the other in accordance with Section 16.5 of this Agreement. Any Alliance Manager may designate a substitute to temporarily perform the functions of that Alliance Manager. Each Alliance Manager shall be charged with creating and maintaining a collaborative work environment within and among the Committees. Each Alliance Manager will also be responsible for: (a) Coordinating the relevant functional representatives of the Parties, in developing and executing strategies and plans for the Products in an effort to ensure consistency and efficiency within the Territory; (b) providing a single point of communication for seeking consensus both internally within the respective Party's organizations and together regarding key strategy and plan issues; (c) identifying and raising cross-country, cross-Party and/or cross-functions disputes to the appropriate Committee in a timely manner; and (d) planning and coordinating: (i) cooperative efforts in the Territory; and (ii) internal and external communications. CONFIDENTIAL TREATMENT REQUESTEDThe Alliance Managers shall be entitled to attend meetings of any of the Committees, but shall not have, or be deemed to have, any rights or responsibilities of a member of any Committee. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”Each Alliance Manager may bring any matter to the attention of any Committee where such Alliance Manager reasonably believes that such matter requires such attention. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933Confidential treatment requested by Xxxxxxx-Xxxxx Squibb Company, AS AMENDEDXxxxxxx-Xxxxx Squibb Biologics Company and ImClone Systems Incorporated.