Common use of Coordination Committee Clause in Contracts

Coordination Committee. (a) To facilitate cooperation and coordination of operations between the Parties, there is hereby established a coordination committee composed of representatives of the Parties (the “Coordination Committee”). Coal Party shall be entitled to appoint one operational representative to the Coordination Committee (the “Coal Party Representative”), and Gas Party shall be entitled to appoint one operational representative to the Coordination Committee (the “Gas Party Representative”). Each Party shall have the right to change its representative serving on the Coordination Committee at any time by giving notice of such change to the other Parties. (b) The Coordination Committee shall have only the powers and duties expressly ascribed to it in this Agreement. (c) The representative of a Party shall be authorized to represent and bind such Party with respect to any matter that is within the powers of the Coordination Committee hereunder and is properly brought before the Coordination Committee. On all matters coming before the Coordination Committee, the Coal Party Representative and the Gas Party Representative shall each have an equal vote. (d) Unless otherwise agreed by the members of the Coordination Committee, the Coordination Committee shall meet at least once per calendar quarter to review and discuss (i) the then-current Gas Development Plan, the then-current Life of Mine Plan, the Annual Gas Development Plan, and the Annual Coal Development Plan, (ii) any updates to such plans provided by the Parties since the previous Coordination Committee meeting, (iii) any suggestions of the Operating Committee with respect to the operations of Coal Party and Gas Party and (iv) such other matters as may be reasonably proposed by Coal Party or Gas Party. All meetings shall be held during normal business hours, with the time and place of each meeting to be mutually agreed upon by the Parties, or if not mutually agreed to, then the selection of the time and place of each such meeting shall alternate between representatives. Members of the Coordination Committee shall be allowed to participate telephonically (or, to the extent available, by video conference) in any such meeting. Each Party may call a special meeting of the Coordination Committee on reasonable prior written notice. (e) To the fullest extent permitted by Law and notwithstanding any provision of this Agreement to the contrary, no member of the Coordination Committee, in his or her capacity as a member of the Coordination Committee, shall have any duty, fiduciary or otherwise, to the Parties that did not appoint such member in connection with any act or omission by such member under this Agreement. Each Party agrees and acknowledges that each member of the Coordination Committee shall be entitled to determine whether or not to take any action under this Agreement by only considering the interests of the Party that designated such member to the Coordination Committee and not the interests of any other Party.

Coordination Committee. (a) To facilitate cooperation and coordination of operations between the Parties, there is hereby established The Shareholders shall create a coordination committee composed of representatives of the Parties (the “Coordination Committee”). Coal Party , which shall not be entitled to appoint one operational representative to a committee of the Coordination Committee (the “Coal Party Representative”)Board, and Gas Party shall such committee will be entitled to appoint one operational representative to maintained until the Coordination Committee earlier of (i) three (3) years following the “Gas Party Representative”). Each Party shall have date of the right to change its representative serving consummation of the IPO or (ii) the date on the Coordination Committee at any time by giving notice of such change to the other Partieswhich either Shareholder’s Ownership Percentage falls below 7%. (b) The Coordination Committee Shareholders each shall have only the powers right to designate one representative (who may, but need not, be a director of the Company) to participate on the Coordination Committee, and duties expressly ascribed shall be permitted to it in this Agreementremove and replace such designee from time to time. (c) The representative Prior to effecting any Transfer of Shares, a Party Shareholder shall be authorized give written notice to represent and bind such Party with respect to any matter that is within the powers of the Coordination Committee hereunder of its intent to Transfer Shares, including the number of Shares and is properly brought before the intended plan of distribution. Upon receiving notice that a Shareholder intends to effect a Transfer of Shares, the Coordination Committee. On all matters coming before Committee will have ten (10) days to respond to such notice, and the Coordination Committee, Committee shall meet and respond to the Coal Party Representative and notice in accordance with the Gas Party Representative shall each have an equal voteprovisions herein. (d) Unless otherwise agreed Upon receiving approval to effect a Transfer of Shares from the Coordination Committee, a Shareholder will be permitted, but not obligated, to effect such Transfer or commence the execution of the Shareholder’s registration rights under the Registration Rights Agreement within thirty (30) days of reception of such approval. (e) Any Transfer of Shares by the a Shareholder must be approved by all members of the Coordination Committee, the Coordination Committee it being understood that in connection with such approval each member shall meet at least once per calendar quarter to review and discuss (i) the then-current Gas Development Plan, the then-current Life of Mine Plan, the Annual Gas Development Plan, and the Annual Coal Development Plan, (ii) any updates to such plans provided by the Parties since the previous Coordination Committee meeting, (iii) any suggestions of the Operating Committee with respect to the operations of Coal Party and Gas Party and (iv) such other matters as may be reasonably proposed by Coal Party or Gas Party. All meetings shall be held during normal business hours, with the time and place of each meeting to be mutually agreed upon by the Parties, or if not mutually agreed to, then the selection of the time and place of each such meeting shall alternate between representatives. Members of the Coordination Committee shall be allowed to participate telephonically (or, to the extent available, by video conference) in any such meeting. Each Party may call a special meeting of the Coordination Committee on reasonable prior written noticeact reasonably. (ef) To Notwithstanding the fullest extent permitted by Law and notwithstanding foregoing, either Shareholder may Transfer any provision of this Agreement to Shares, without the contrary, no member approval of the Coordination Committee, in his or her capacity as a member but following the discussion of the Coordination Committee, if such Transfer (A) is to an Permitted Transferee or (B) (i) does not result in Highworld’s Ownership Percentage (along with its Permitted Transferees) falling below 21% plus one Share; (ii) does not result in ELQ VIII’s Ownership Percentage (along with its Permitted Transferees) falling below 14% plus one Share; (iii) occurs at least twelve (12) months after the date of the closing of the IPO; and (iv) is effected through an underwritten public offering that is underwritten by an Underwriter participating in the IPO. (g) When either Shareholder proposes a Transfer pursuant to this Section 3.1, the other Shareholder will have the right to effect a Transfer on the same terms as such proposed Transfer. Such other Shareholder shall have any dutyprovide notice of their intent to effect such Transfer, fiduciary or otherwisesuch notice to include the number of Shares to be Transferred and the intended plan of distribution, to the Parties that did not appoint such member in connection with any act or omission by such member under this Agreement. Each Party agrees and acknowledges that each member within ten (10) days of the Coordination Committee Committee’s receipt of the notice provided for in Section 3.1(c). If the Shareholders are advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to a registration statement that the amount to be sold by the Shareholders (collectively, “Selling Shareholders”) is greater than the amount which can be offered without adversely affecting the offering, the Shareholders shall reduce the amount offered for the accounts of the Selling Shareholders to a number deemed satisfactory by such managing underwriter; provided however, that Shares sought to be included by the holders thereof shall be entitled to determine whether or not to take any action under this Agreement by only considering reduced on a pro rata basis (based upon the interests Ownership Percentage of the Party that designated such member to the Coordination Committee and not the interests of any other PartyShareholders).

Coordination Committee. (a) To Within thirty (30) days after the Effective Date, the Parties will establish a committee to manage and facilitate cooperation and coordination of operations between in an orderly manner the Parties, there is hereby established a coordination committee composed of representatives transition of the Parties Regulatory Dossier in the Territory as provided above in Section 3.3(a) (the “Coordination Committee”). Coal The Coordination Committee will be comprised of equal numbers of representatives of each Party, with each Party shall be entitled to appoint one operational representative to appointing [ * ] as members of the Coordination Committee (the “Coal Party Representative”), and Gas Party shall be entitled to appoint one operational representative to the Committee. The Coordination Committee (the “Gas Party Representative”)may change its size from time to time by mutual consent of its members. Each Party shall have the right to change may replace its representative serving on the Coordination Committee representatives at any time by giving upon written notice of such change to the other PartiesParty. (b) The Coordination Committee will meet in person (except that certain representatives of the Parties may participate by telephone where necessary) no less frequently than once every [ * ] until the Transfer Date, unless otherwise agreed by the Parties. The members of the Coordination Committee may also convene or be consulted from time to time by means of telecommunications, videoconferences, electronic mail or correspondence, as deemed necessary or appropriate. Meetings of the Coordination Committee that are held in person will alternate between the offices of the Parties, or such other place as the Parties may agree. The Coordination Committee shall have only appoint one (1) person (who need not be a member of the powers Coordination Committee) to attend each meeting and duties expressly ascribed record the minutes of the meeting in writing. Such minutes shall be circulated to it in this Agreementthe members of the Coordination Committee promptly following the meeting for review and comment. The first meeting of the Coordination Committee will take place at the offices of one of the Parties within [ * ] after the Effective Date. (c) The representative of a Party shall be authorized to represent and bind such Party with respect to any matter that is within the powers of the Coordination Committee hereunder and is properly brought before the Coordination Committee. On all matters coming before the Coordination Committee, the Coal Party Representative and the Gas Party Representative shall each will have an equal vote. (d) Unless otherwise agreed by the members of the Coordination Committee, the Coordination Committee shall meet at least once per calendar quarter to review and discuss (i) the then-current Gas Development Plan, the then-current Life of Mine Plan, the Annual Gas Development Planonly such purposes as are specifically stated in this Agreement, and the Annual Coal Development Plan, (ii) any updates will have no power to such plans provided by the Parties since the previous Coordination Committee meeting, (iii) any suggestions of the Operating Committee with respect to the operations of Coal Party and Gas Party and (iv) such other matters as may be reasonably proposed by Coal Party amend or Gas Party. All meetings shall be held during normal business hours, with the time and place of each meeting to be mutually agreed upon by the Parties, or if not mutually agreed to, then the selection of the time and place of each such meeting shall alternate between representatives. Members of the Coordination Committee shall be allowed to participate telephonically (or, to the extent available, by video conference) in any such meeting. Each Party may call a special meeting of the Coordination Committee on reasonable prior written notice. (e) To the fullest extent permitted by Law and notwithstanding any provision of interpret this Agreement to the contrary, no member of the Coordination Committee, in his or her capacity as waive a member of the Coordination Committee, shall have any duty, fiduciary Party’s rights or otherwise, to the Parties that did not appoint such member in connection with any act or omission by such member obligations under this Agreement. Each Party agrees and acknowledges that each member of the Coordination Committee shall be entitled to determine whether or not to take any action under this Agreement by only considering the interests of the Party that designated such member to the Coordination Committee and not the interests of any other Party.

Coordination Committee. (a) To facilitate cooperation and coordination of operations between the Parties, there is hereby established a coordination committee composed of representatives of the Parties (the “Coordination Committee”). Coal Party shall and Gas Party in each Mine Area, Coal Party and Gas Party agree to establish a Coordination Committee for each Mine. The Coal Party or Coal Parties that own and operate a Mine shall, collectively as applicable, be entitled to appoint one operational representative to the Coordination Committee for such Mine (the “Coal Party Representative”), and Gas Party shall be entitled to appoint one operational representative to the such Coordination Committee (the “Gas Party Representative”). For each Mine, (i) within thirty (30) days after the acquisition or permitting thereof, Coal Party (or the Coal Parties, as applicable) shall notify Gas Party in writing of such Mine and identify the one Coal Party Representative for such Mine, (ii) within thirty (30) days after receipt of such notification from Coal Party, Gas Party shall notify Coal Party (or Coal Parties, as applicable) of its Gas Party Representative for such Mine, and (iii) a Coordination Committee for such Mine shall thereby be established and act hereunder. Each of Coal Party and Gas Party shall have the right to change its representative serving on the a Coordination Committee at any time by giving notice of such change to the other Partiesrelevant Party. (b) The A Coordination Committee shall have only the powers and duties expressly ascribed to it in this AgreementAgreement for the applicable Mine for which it was established. (c) The representative of a Party on a Coordination Committee shall be authorized to represent and bind such Party (including, for the avoidance of doubt, in instances where the Coal Party Representative represents more than one Coal Party) with respect to any matter that is within the powers of the such Coordination Committee hereunder and is properly brought before the such Coordination Committee. On all matters coming before the a Coordination Committee, the Coal Party Representative and the Gas Party Representative shall each have an equal vote. (d) Unless otherwise agreed by the members of the a Coordination Committee, the each Coordination Committee shall meet at least once per calendar quarter to review and discuss (i) the relevant then-current Gas Development Plan, the then-current Life of Mine Plan, the Annual Gas Development Plan, and the Annual Coal Development Plan, (ii) any updates to such plans provided by the Parties Coal Party or Gas Party, as applicable, since the previous Coordination Committee meeting, and (iii) any suggestions of the Operating Committee with respect to the operations of Coal Party and Gas Party and (iv) such other matters as may be reasonably proposed by Coal Party or Gas Party. Such quarterly meetings shall not be required, if at the relevant time there are no active mining operations in the Mine Area for the pertinent Mine. All meetings shall be held during normal business hours, with the time and place of each meeting to be mutually agreed upon by the PartiesCoal Party and Gas Party, or if not mutually agreed to, then the selection of the time and place of each such meeting shall alternate between representatives. Members the location of the Coordination Committee shall be allowed to participate telephonically (or, to the extent available, by video conference) in any such meeting. Each Party may call a special meeting of the Coordination Committee on reasonable prior written notice. (e) To the fullest extent permitted by Law and notwithstanding any provision of this Agreement to the contrary, no member of the Coordination Committee, in his or her capacity as a member of the Coordination Committee, shall have any duty, fiduciary or otherwise, to the Parties that did not appoint such member in connection with any act or omission by such member under this Agreement. Each Party agrees and acknowledges that each member of the Coordination Committee shall be entitled to determine whether or not to take any action under this Agreement by only considering the interests of the Party that designated such member to the Coordination Committee and not the interests of any other Party.’s Section 4.1

Coordination Committee. (a) To facilitate cooperation and coordination There shall be a Coordination Committee consisting of operations between the PartiesStates party to this Convention which are members of the Executive Committee of the Paris Union, there or the Executive Committee of the Berne Union, or both. However, if either of these Executive Committees is hereby established a coordination committee composed of representatives more than one–fourth of the Parties (number of the “countries members of the Assembly which elected it, then such Executive Committee shall designate from among its members the States which will be members of the Coordination Committee”). Coal Party , in such a way that their number shall not exceed the one–fourth referred to above, it being understood that the country on the territory of which the Organization has its headquarters shall not be entitled to appoint one operational representative to included in the computation of the said one–fourth. (b) The Government of each State member of the Coordination Committee (the “Coal Party Representative”)shall be represented by one delegate, who may be assisted by alternate delegates, advisors, and Gas Party shall be entitled to appoint one operational representative to experts. (c) Whenever the Coordination Committee considers either matters of direct interest to the program or budget of the Conference and its agenda, or proposals for the amendment of this Convention which would affect the rights or obligations of States party to this Convention not members of any of the Unions, one– fourth (d) The expenses of each delegation shall be borne by the “Gas Party Representative”). Each Party shall have Government which has appointed it. (2) If the right other Unions administered by the Organization wish to change be represented as such in the Coordination Committee, their representatives must be appointed from among the States members of the Coordination Committee. (3) The Coordination Committee shall: (i) give advice to the organs of the Unions, the General Assembly, the Conference, and the Director General, on all administrative, financial and other matters of common interest either to two or more of the Unions, or to one or more of the Unions and the Organization, and in particular on the budget of expenses common to the Unions; (ii) prepare the draft agenda of the General Assembly; (iii) prepare the draft agenda and the draft program and budget of the Conference; (iv) [deleted] (v) when the term of office of the Director General is about to expire, or when there is a vacancy in the post of the Director General, nominate a candidate for appointment to such position by the General Assembly; if the General Assembly does not appoint its representative serving on nominee, the Coordination Committee shall nominate another candidate; this procedure shall be repeated until the latest nominee is appointed by the General Assembly; (vi) if the post of the Director General becomes vacant between two sessions of the General Assembly, appoint an Acting Director General for the term preceding the assuming of office by the new Director General; (vii) perform such other functions as are allocated to it under this Convention. (a) The Coordination Committee shall meet once every year in ordinary session, upon convocation by the Director General. It shall normally meet at any time by giving notice the headquarters of such change to the other PartiesOrganization. (b) The Coordination Committee shall meet in extraordinary session, upon convocation by the Director General, either on his own initiative, or at the request of its Chairman or one–fourth of its members. (a) Each State whether a member of one or both of the Executive Committees referred to in paragraph (1)(a), shall have only one vote in the powers and duties expressly ascribed to it in this AgreementCoordination Committee. (b) One–half of the members of the Coordination Committee shall constitute a quorum. (c) A delegate may represent, and vote in the name of, one State only. (a) The representative Coordination Committee shall express its opinions and make its decisions by a simple majority of the votes cast. Abstentions shall not be considered as votes. (b) Even if a Party shall be authorized to represent and bind such Party with respect to simple majority is obtained, any matter that is within the powers member of the Coordination Committee hereunder may, immediately after the vote, request that the votes be the subject of a special recount in the following manner: two separate lists shall be prepared, one containing the names of the States members of the Executive Committee of the Paris Union and is properly brought before the Coordination Committeeother the names of the States members of the Executive Committee of the Berne Union; the vote of each State shall be inscribed opposite its name in each list in which it appears. On all matters coming before the Coordination CommitteeShould this special recount indicate that a simple majority has not been obtained in each of those lists, the Coal Party Representative and the Gas Party Representative proposal shall each have an equal votenot be considered as carried. (d7) Unless otherwise agreed by the members Any State Member of the Coordination Committee, the Coordination Committee shall meet at least once per calendar quarter to review and discuss (i) the then-current Gas Development Plan, the then-current Life of Mine Plan, the Annual Gas Development Plan, and the Annual Coal Development Plan, (ii) any updates to such plans provided by the Parties since the previous Coordination Committee meeting, (iii) any suggestions of the Operating Committee with respect to the operations of Coal Party and Gas Party and (iv) such other matters as may be reasonably proposed by Coal Party or Gas Party. All meetings shall be held during normal business hours, with the time and place of each meeting to be mutually agreed upon by the Parties, or if Organization which is not mutually agreed to, then the selection of the time and place of each such meeting shall alternate between representatives. Members of the Coordination Committee shall be allowed to participate telephonically (or, to the extent available, by video conference) in any such meeting. Each Party may call a special meeting of the Coordination Committee on reasonable prior written notice. (e) To the fullest extent permitted by Law and notwithstanding any provision of this Agreement to the contrary, no member of the Coordination Committee, in his or her capacity as a member of the Coordination Committee, shall have any duty, fiduciary or otherwise, to Committee may be represented at the Parties that did not appoint such member in connection with any act or omission by such member under this Agreement. Each Party agrees and acknowledges that each member meetings of the Committee by observers having the right to take part in the debates but without the right to vote. (8) The Coordination Committee shall be entitled to determine whether or not to take any action under this Agreement by only considering the interests establish its own rules of the Party that designated such member to the Coordination Committee and not the interests of any other Partyprocedure.

Coordination Committee. (a) To facilitate cooperation provide for the overall supervision and coordination direction of, and strategic guidance with respect to, the development of operations between the PartiesMidstream Facilities and the matters described in Section 2.1, there is hereby established a coordination committee composed shall be established and maintained during the term of representatives of the Parties this PA (the “Coordination Committee”). Coal The Coordination Committee will consist of at least two representatives of each Party shall be entitled (as designated by Notice to appoint one operational the other Party, each such designated representative for a Party, a “Nominee”). The Nominees, acting reasonably, will seek to reach consensus on all decisions, directions and other matters on which the Coordination Committee (the “Coal Party Representative”), and Gas Party shall be entitled to appoint one operational representative to the Coordination Committee (the “Gas Party Representative”)takes action under this PA. Each Party shall have the right to change its representative serving on the Coordination Committee at any time by giving notice of such change to the other Parties. (b) The Coordination Committee shall have only the powers and duties expressly ascribed to it in this Agreement. (c) The representative of a Party shall be authorized to represent and bind such Party with respect to any matter that is within the powers of the Coordination Committee hereunder and is properly brought before the Coordination Committee. On all matters coming before the Coordination Committee, the Coal Party Representative and the Gas Party Representative shall each have an equal vote. (d) Unless otherwise agreed by the members of the Coordination Committee, the Coordination Committee shall meet at least agreed upon times (not less than once per calendar quarter month for the period prior to review and discuss (i) the then-current Gas Development Plan, the then-current Life of Mine Plan, the Annual Gas Development PlanFID, and not less than quarterly thereafter) to carry out its mandate. The Parties will work to schedule such meetings prior to each meeting of a Key Project Agreement governing body meeting concerning the Annual Coal Development PlanMidstream Facilities or Integrated Matters, (ii) any updates to such plans provided by determine whether the Parties since the previous have, or can reach, a common position on issues to be addressed at such governing body meetings (including in respect of any WP&B as contemplated by Section 5.3(a)). The agenda for any Coordination Committee meeting shall be distributed to the Nominees in advance of any such meeting. At the time of a meeting, (iii) any suggestions of the Operating Committee with respect items may be added to the operations of Coal Party and Gas Party and (iv) such other matters agenda for that meeting only as the Coordination Committee may be reasonably proposed by Coal Party or Gas Partyapprove. All meetings shall be held during normal business hours, with the time and place of each meeting at locations to be mutually agreed upon by the PartiesNominees and such meetings may be held by video conference or teleconference, or if not mutually agreed to, then the selection of the time and place of each such meeting shall alternate between representatives. Members of the Coordination Committee shall be allowed to participate telephonically (or, as proposed by a Party by Notice to the extent available, by video conference) in any such meetingother Party. Each Party may call a special meeting of the Coordination Committee on reasonable prior written notice. (e) To the fullest extent permitted by Law and notwithstanding any provision of this Agreement issues relating to Project Information (not including WP&B approval pursuant to Section 5.3(a)) have not been resolved to Shipper’s satisfaction at the contrary, no member applicable meeting of the Coordination Committee, then upon Notice from Shipper of any remaining concerns with any Project Information, Transporter will act in his or her capacity as a member of good faith to raise and seek to resolve Shipper’s concern through the Coordination Committee, shall have any duty, fiduciary or otherwise, applicable various committees established pursuant to the Parties that did Key Project Agreements to which Transporter is a Party. Should Shipper’s concern still not appoint be resolved to Shipper’s satisfaction, then Transporter will consider Shipper’s outstanding concern when exercising its voting discretion on related matters before such member in connection committees. Transporter will advise the Shipper of its position with any act or omission by such member under this Agreement. Each Party agrees and acknowledges that each member of the Coordination Committee shall be entitled to determine whether or not to take any action under this Agreement by only considering the interests of the Party that designated such member respect to the Coordination Committee and not the interests of outstanding Shipper concern prior to any other Partysuch vote.

Coordination Committee. (a) To facilitate cooperation and coordination of operations between the Parties, there is hereby established The Parties agree to establish a coordination committee composed of representatives of the Parties (the “Coordination Committee”) to commence operation upon cessation of the JSC and the JSC Subcommittees pursuant to Section 2.2(a). Coal Party shall be entitled to appoint one operational representative to the The Coordination Committee will meet to review, share and discuss (with each Party taking into consideration the “Coal Party Representative”other’s reasonable points and comments): (a) Product positioning, Product Trademarks, advertising and promotional material, branding [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO 17 C.F.R. SECTIONS 200.80(B)(4) AND 240.24B-2. including global brand elements, publication strategy including those for international congresses, promotional and educational activities at international congresses, KOL activities involving KOLs from the other Party’s territory, Product claims, Investigator Initiated Trials, communication, life cycle management (phase 3b/4 trials), and Gas Party shall be entitled to appoint one operational representative other Commercialization matters with regard to the Product in the Territory and in the Retained Territory; (b) new registration studies and other Development matters, and potential changes to Specifications and other Manufacturing matters with regard to the Product in the Territory and the Retained Territory. Each of Astellas and Basilea shall designate at least [***] representatives with appropriate expertise to sit on the Coordination Committee (the “Gas Party Representative”)Committee. Each Party shall have the right to change may replace its representative serving on the Coordination Committee representatives at any time by giving upon written notice of such change to the other Parties. (b) Party. The Coordination Committee shall have only co chairpersons. BASILEA and ASTELLAS shall each select from their representatives a co chairperson for the powers Coordination Committee, and duties expressly ascribed each Party may change its designated co chairperson from time to it time upon written notice to the other Party. The Coordination Committee will meet once every [***] in this Agreement. (c) The representative of a person or by video conference as agreed by the Parties or at such other times as the Parties may agree, provided that either Party shall be authorized to represent and bind such Party with respect to any matter that is within the powers may call an urgent meeting of the Coordination Committee hereunder if the circumstances reasonably require. Other employees of each Party involved in the Development, Manufacturing, or Commercialization of the Product may attend meetings of the Coordination Committee as needed, and is properly brought before consultants, representatives, or advisors involved in the Development, Manufacture or Commercialization of the Product may attend meetings of the Coordination Committee as non-voting observers; provided that such Third Party representatives are under obligations of confidentiality and non use applicable to the Confidential Information of each Party and subject to consent of the other Party, which shall not be unreasonably withheld. Each Party shall be responsible for all of its own expenses of participating in the Coordination Committee. On all matters coming before the Coordination Committee, the Coal Party Representative and the Gas Party Representative shall each have an equal vote. (d) Unless otherwise agreed by the members of the Coordination Committee, the Coordination Committee shall meet at least once per calendar quarter to review and discuss (i) the then-current Gas Development Plan, the then-current Life of Mine Plan, the Annual Gas Development Plan, and the Annual Coal Development Plan, (ii) any updates to such plans provided by the Parties since the previous Coordination Committee meeting, (iii) any suggestions of the Operating Committee with respect to the operations of Coal Party and Gas Party and (iv) such other matters as may be reasonably proposed by Coal Party or Gas Party. All meetings shall be held during normal business hours, with the time and place of each meeting to be mutually agreed upon by the Parties, or if not mutually agreed to, then the selection of the time and place of each such meeting shall alternate between representatives. Members The co chairpersons of the Coordination Committee shall be allowed to participate telephonically (orresponsible for calling meetings, to preparing and circulating an agenda in advance of each meeting and preparing and issuing minutes of each meeting within [***] thereafter unless otherwise agreed by the extent available, by video conference) in any such meetingParties. Each Party may call a special co-chairperson shall take responsibility for such matters alternately, with BASILEA’s co-chairperson taking responsibility for the first meeting of the Coordination Committee on reasonable prior written notice. (e) To and thereafter alternating with ASTELLAS co-chairperson. The purpose of the fullest extent permitted by Law Coordination Committee is to exchange information regarding the matters described in this Section 2.6. The Coordination Committee shall not have any decision making authority. ASTELLAS shall have decision making authority regarding all matters relating to the Product in the Territory and notwithstanding any provision of BASILEA shall have decision making authority regarding all matters relating to the Product in the Retained Territory. References throughout this Agreement to the contraryJSC and any JSC Subcommittee shall, no member of the Coordination Committeewith effect from when such committees cease to operate, in his or her capacity as be deemed to be a member of the Coordination Committee, shall have any duty, fiduciary or otherwise, to the Parties that did not appoint such member in connection with any act or omission by such member under this Agreement. Each Party agrees and acknowledges that each member of the Coordination Committee shall be entitled to determine whether or not to take any action under this Agreement by only considering the interests of the Party that designated such member reference to the Coordination Committee and not unless the interests of any other Partycontext otherwise requires or the Parties agree otherwise.