Common use of Board and Committee Composition Clause in Contracts

Board and Committee Composition. (a) At all times following the Bye-Law Effective Time during which entities within the Sumitomo Group satisfy the Voting Threshold: (i) the Audit Committee of the Board will be composed solely of three Independent Directors, each of whom is an Initial Independent Director or has been nominated or appointed to the Board in accordance with the provisions of Bye-law 38.3 or Bye-law 41.3, and at least one of whom will meet the requirements of an “Audit Committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act; (ii) the Nominating and Corporate Governance Committee of the Board will be composed of (A) two Sumitomo Directors and (B) one Independent Director who is also a member of the Audit Committee; (iii) the Compensation Committee of the Board will be composed of (A) one Sumitomo Director and (B) two Independent Directors, each of whom is also a member of the Audit Committee; (iv) except as may be required by applicable Law, including the Rules of the NYSE Listed Company Manual, the Securities Act, the Exchange Act and the regulations thereunder, any other standing or ad hoc committee of the Board will be composed of a majority of Sumitomo Directors, provided that, a Sumitomo Director will not be included in the membership of any such committee of the Board the sole purpose of which is to consider any transaction between a member of the Sumitomo Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand, including an Acquisition Transaction; (v) the Company will utilize, to the extent available, the “controlled company” exemption under the rules of the NYSE or any other applicable securities exchange in respect of the composition of Board and the committees thereof; and (vi) Bye-Laws 24, 38, 40, 41 and 45(g) (and any defined terms as used therein) may not be amended, revised or removed without the prior written consent of Sumitovant Bio.

Board and Committee Composition. (a) At all times following the Bye-Law Effective Time during which entities within that the Sumitomo Group satisfy satisfies the Voting Threshold: (ia) the Audit Committee of the Board will be composed solely of have at least three Independent Directors, each of whom is an Initial Independent Director or has been nominated or appointed to the Board in accordance with the provisions of Bye-law 38.3 or Bye-law 41.3, and at least one of whom which will meet the requirements of an “Audit Committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act; (iib) the Nominating and Corporate Governance Audit Committee of the Board will be composed solely of Independent Directors; (Ac) two neither Sumitomo Directors nor Sumitovant Bio will, and (B) one Independent Director who is also a Sumitomo will cause each other member of the Sumitomo Group to not, without first obtaining approval of the holders of a majority of the Voting Shares held by the Disinterested Shareholders, remove any of the Independent Directors who comprise the Audit CommitteeCommittee from office; (iiid) the Compensation Committee of the Board will be composed of (A) one Sumitomo Director and (B) two Independent Directors, each of whom is also a member of the Audit Committee; (iv) except as may be required by applicable Law, including the Rules of the NYSE Listed Company Manual, the Securities Act, the Exchange Act and the regulations thereunder, any other standing or ad hoc committee of the Board will be composed of not less than a majority of Sumitomo Directors, provided that, a Sumitomo Director will not be included in the membership of any such committee of the Board the sole purpose of which is to consider any transaction between a member of the Sumitomo Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand, including an Acquisition Transaction; (ve) the Company will utilize, to the extent available, the “controlled company” exemption under the rules of the NYSE NASDAQ or any other applicable securities exchange in respect of the composition of Board and the committees thereof; (f) the charter of the Audit Committee as in effect as of the Effective Time can only be modified with the approval of both the Board and the Audit Committee; (g) the provisions in the Corporate Governance Guidelines of the Company as in effect as of the Effective Time regarding the Lead Independent Director can only be modified with the approval of both the Board and the Audit Committee; and (vih) Amended Bye-Laws laws 24, 38, 40, 41 and 45(g) 46 (and any defined terms as used therein) may not be amended, revised revised, or removed without the prior written consent of Sumitovant Bio.