Common use of Committee Composition and Decision Making Clause in Contracts

Committee Composition and Decision Making. (a) The License Steering Committee shall at all times consist of six (6) representatives, three (3) of whom shall represent Sanofi and three (3) of whom shall represent BMS. The representatives of Sanofi shall be the persons serving from time to time as the (i) President and Executive Director, Sanofi Pharma (ii) Senior Vice President, Strategy, Sanofi Pharma and (iii) Vice President, Alliance Management, Sanofi Pharma. The representatives of BMS shall be the persons serving from to time as the (i) President, Worldwide Medicines Group (ii) Senior Vice President, Worldwide Franchise Management and (iii) Vice President, Alliance Management. If any such position has been modified or eliminated, the Party so affected shall appoint an individual whose position is substantially similar to the position so modified or eliminated. The License Steering Committee shall have the sole power, by a consensus of the representatives of Sanofi and BMS, to make any and all License Strategic Decisions and to resolve any deadlock or conflict arising among or within the License Functional Committees that has not been resolved pursuant to the Alliance Support Agreement. (b) Each of the Marketing Working Group, the Development Committee and the Regulatory Committee shall at all times consist of any equal number of representatives of Sanofi and BMS. All representatives of each License Functional Committee shall be senior management personnel of Sanofi and BMS, respectively, or of their respective Affiliates. All recommendations and decisions made by each License Functional Committee shall be made by a consensus of the representatives of Sanofi and BMS thereon. Each License Functional Committee shall be authorized only to make recommendations to the License Steering Committee unless, and only to the extent that, it shall have received a specific written delegation of greater authority from the License Steering Committee pursuant to Section 6.9 hereof; provided, however, that each License Functional Committee shall have the authority, by a consensus of the representatives of Sanofi and BMS thereon, to make decisions on issues within such License Functional Committee’s specified scope of responsibilities as set forth in Sections 6.3-6.5 hereof, respectively.

Committee Composition and Decision Making. (a) The License Steering Alliance Strategic Committee shall at all times consist of six (6) representatives, three (3) of whom shall represent Sanofi BMS and three (3) of whom shall represent BMSSanofi. The representatives of BMS shall be the persons serving from time to time as (i) President, Worldwide Medicines Group, (ii) Senior Vice President, Worldwide Franchise Management and (iii) Vice President, Alliance Management. The representatives of Sanofi shall be the persons serving from time to time as the (i) President and Executive Director, Sanofi Pharma Pharma, (ii) Senior Vice President, Strategy, Sanofi Pharma and (iii) Vice President, Alliance Management, Sanofi Pharma. The representatives of BMS shall be the persons serving from to time as the (i) President, Worldwide Medicines Group (ii) Senior Vice President, Worldwide Franchise Management and (iii) Vice President, Alliance Management. If any such position has been modified or eliminated, the Party so affected shall appoint an individual whose position is substantially similar to the position so modified or eliminated. The License Steering Alliance Strategic Committee shall have the sole power, by a consensus of the representatives of Sanofi and BMS, to make any and all License Alliance Strategic Decisions and to resolve any deadlock or conflict arising among or within the License Alliance Functional Committees that has not been resolved pursuant to the by Alliance Support AgreementManagement. (b) Each of the Marketing Working Group, the Development Manufacturing and Sourcing Committee and the Regulatory Finance Committee shall at all times consist of any equal number of representatives of Sanofi BMS and BMSSanofi. All representatives of each License Alliance Functional Committee shall be senior management personnel of Sanofi and BMSSanofi, respectively, BMS or of their respective Affiliates. All recommendations and decisions made by each License Alliance Functional Committee shall be made by a consensus of the representatives of Sanofi and BMS thereon. Each License Alliance Functional Committee shall be authorized only to make recommendations to the License Steering Alliance Strategic Committee unless, and only to the extent that, it shall have received a specific written delegation of greater authority from the License Steering Alliance Strategic Committee pursuant to Section 6.9 3.10 hereof; provided, however, that each License Alliance Functional Committee shall have the authority, by a consensus of the representatives of Sanofi and BMS thereon, to make decisions on issues within such License Alliance Functional Committee’s specified specific scope of responsibilities as set forth in Sections 6.3-6.5 3.03 and 3.04 hereof, respectively.

Committee Composition and Decision Making. (a) The License Steering Committee shall at all times consist of six (6) representatives, three (3) of whom shall represent Sanofi and three (3) of whom shall represent BMS. The representatives of Sanofi shall be the persons serving from time to time as the (i) President and Executive Director, Sanofi Pharma (ii) Senior Vice President, Strategy, Sanofi Pharma and (iii) Vice President, Alliance Management, Sanofi Pharma. The representatives of BMS shall be the persons serving from to time as the (i) President, Worldwide Medicines Group (ii) Senior Vice President, Worldwide Franchise Management and (iii) Vice President, Alliance Management. If any such position has * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION been modified or eliminated, the Party so affected shall appoint an individual whose position is substantially similar to the position so modified or eliminated. The License Steering Committee shall have the sole power, by a consensus of the representatives of Sanofi and BMS, to make any and all License Strategic Decisions and to resolve any deadlock or conflict arising among or within the License Functional Committees that has not been resolved pursuant to the Alliance Support Agreement. (b) Each of the Marketing Working Group, the Development Committee and the Regulatory Committee shall at all times consist of any equal number of representatives of Sanofi and BMS. All representatives of each License Functional Committee shall be senior management personnel of Sanofi and BMS, respectively, or of their respective Affiliates. All recommendations and decisions made by each License Functional Committee shall be made by a consensus of the representatives of Sanofi and BMS thereon. Each License Functional Committee shall be authorized only to make recommendations to the License Steering Committee unless, and only to the extent that, it shall have received a specific written delegation of greater authority from the License Steering Committee pursuant to Section 6.9 hereof; provided, however, that each License Functional Committee shall have the authority, by a consensus of the representatives of Sanofi and BMS thereon, to make decisions on issues within such License Functional Committee’s specified scope of responsibilities as set forth in Sections 6.3-6.5 hereof, respectively.