Common use of Steering Committee Clause in Contracts

Steering Committee. No later than ten (10) days after the Effective Date, the parties will establish a joint Steering Committee, which will be made up of representatives from the parties (collectively the “Steering Committee”). The Steering Committee will manage the Collaborative Program and will (i) provide strategic direction and performance criteria for the Collaborative Program; (ii) monitor progress and communicate status of the Collaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; (iv) approve the achievement of milestones; and, (v) continue to communicate following the Collaborative Period regarding the development and commercialization of Products. The Steering Committee will consist of two (2) representatives designated by Senomyx and two (2) representatives designated by Nestlé. Subject to the quorum requirements below, permanent Steering Committee members may delegate their voting powers to delegates from their respective companies. Each member of the Steering Committee will have one (1) vote. The Steering Committee will first meet no later than thirty (30) days after the Effective Date and at least four (4) times per year during the Collaborative Period using mutually agreed upon meeting locations and formats including ***Confidential Treatment Requested teleconferencing and videoconferencing. Each party shall bear its own expenses relating to the meetings and activities of the Steering Committee. During the Collaborative Period, Senomyx will promptly prepare and deliver to the members of the Steering Committee minutes of such meetings for review and approval by both parties. Decisions of the Steering Committee will be made by unanimous vote, at a meeting where all four voting representatives are present. A minimum of two (2) Steering Committee members, one from each of Nestlé and Senomyx, must be present at each meeting of the Steering Committee. One (1) permanent member from each of Nestlé and Senomyx must be present to constitute a quorum. Subject to the quorum requirements in this Section, each member (or an authorized representative) of the Steering Committee must be represented at each meeting either in person, or by a mutually agreed upon format including teleconferencing and videoconferencing, for a quorum to be constituted. In addition, each permanent Steering Committee member must attend at least fifty percent (50%) of the Steering Committee meetings. All unresolved disputes will be settled in accordance with Section 17.4, or as otherwise mutually agreed upon in writing.

Steering Committee. No To plan, manage and oversee work on the Development Program and to approve, update and modify the Work Plan as may be necessary, NOVAVAX and ESPRIT shall promptly after the Effective Date organize a steering committee (the “Steering Committee"), consisting of three (3) members from NOVAVAX and three (3) members from ESPRIT. ESPRIT shall have the right to appoint one of its members to be the chairperson of the Steering Committee. The Parties shall each have the right, upon notifying the other, to change its members of the Steering Committee at any time during the Term of this Agreement and to invite such non-Steering Committee members to a meeting of the Steering Committee as such Party shall reasonably determine. The Parties shall hold meetings of the Steering Committee as mutually agreed by the Parties (but in no event less than once per Calendar Quarter) to review the Development Program and to discuss future activities under this Agreement; provided, however, that each Party shall have the right to call additional meetings of the Steering Committee in order to discuss new material events upon twenty (20) days’ prior Novavax Esprit License and Development Agreement — written notice (one of which may require an in person meeting). Not later than ten (10) days after prior to each of the Effective Datefour regularly scheduled Steering Committee meetings, ESPRIT shall prepare a report for the Steering Committee detailing the progress of the Development, Program including successes, difficulties, milestone achievements and a comparison of the status of the Development Program as compared to the timeline contained in the Work Plan. Such report shall also contain any recommendations for updates or modifications to the Work Plan. Consultants and non-Steering Committee member employees of the Parties may attend meetings of the Steering Committee as required to further the Development Program only upon written notice to the Party not bringing the consultants and non-Steering Committee members. Unless otherwise mutually agreed by the Parties, the parties will establish a joint Steering CommitteeCommittee meetings shall be in-person and shall alternate between ESPRIT’s designated facility and NOVAVAX’s designated facility. The first meeting shall be held at ESPIRT’s designated facility. Minutes of all such meetings setting forth decisions of the Steering Committee relative to the Development Program shall be prepared. Responsibility for the minutes shall alternate between NOVAVAX and ESPRIT, which will be made up with NOVAVAX being responsible for the minutes of representatives from the parties first meeting; provided that minutes shall not become official until approved by each of the Parties. Any vote of the Steering Committee shall include at least one (collectively the “Steering Committee”)1) representative of each of NOVAVAX and ESPRIT. The Steering Committee will manage the Collaborative Program and will (i) provide strategic direction and performance criteria for the Collaborative Program; (ii) monitor progress and communicate status of the Collaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; (iv) approve the achievement of milestones; and, (v) continue to communicate following the Collaborative Period regarding the development and commercialization of Productsshall make all decisions only by consensus. The Steering Committee will consist of two (2) representatives designated by Senomyx and two (2) representatives designated by Nestlé. Subject to the quorum requirements below, permanent Steering Committee members may delegate their voting powers to delegates from their respective companies. Each member Any non-concurrence of the Steering Committee will have one (1) vote. The Steering Committee will first meet no later than thirty (30) days after the Effective Date and at least four (4) times per year during the Collaborative Period using mutually agreed upon meeting locations and formats including ***Confidential Treatment Requested teleconferencing and videoconferencing. Each party shall bear its own expenses relating to the meetings and activities of the Steering Committee. During the Collaborative Periodany issue, Senomyx will promptly prepare and deliver question or dispute shall be elevated to the members Head of the Steering Committee minutes Research and Development of such meetings for review ESPRIT and approval by both parties. Decisions of the Steering Committee will be made by unanimous vote, at a meeting where all four voting representatives are present. A minimum of two (2) Steering Committee members, one from each of Nestlé and Senomyx, must be present at each meeting of the Steering Committee. One (1) permanent member from each of Nestlé and Senomyx must be present to constitute a quorum. Subject to the quorum requirements Head of Research and Development of NOVAVAX Novavax Esprit License and Development Agreement — for resolution and failing resolution by such individuals, to the President and Chief Executive Officer of NOVAVAX and President and Chief Operating Officer of ESPRIT for resolution, recognizing that, in this Sectionthe event of continuing disagreement, each member (or an authorized representative) of the Steering Committee must be represented at each meeting either in person, or by a mutually agreed upon format including teleconferencing final decision and videoconferencing, for a quorum to be constituted. In addition, each permanent Steering Committee member must attend at least fifty percent (50%) of the Steering Committee meetings. All unresolved disputes will be settled in accordance ultimate resolution shall rest with Section 17.4, or as otherwise mutually agreed upon in writingESPRIT.

Steering Committee. No later SECRETARIAT Paper Profile is an initiative driven by major pulp, paper and paperboard industry companies in Europe. The companies guide the initiative through the Paper Profile Steering Committee. The Steering Committee is the decision-making body responsible for the functioning and development of the initiative. The Steering Committee consists of one representative from each member company registered to use the Paper Profile scheme. National Forest Industry associations and other experts may be invited to support the work of the Steering Committee. The Steering Committee constitutes a quorum if more than half of its company members are present. Primarily the Steering Committee will work on every proposal in order to reach consensus. If a proposal cannot be adopted by the Steering Committee unanimously the Steering Committee may vote on the proposal. The proposal may only be referred to the voting if the Steering Committee has not reached consensus within one meeting. The proposal to be voted on, is the proposal modified by the Steering Committee during the above mentioned time period and that one which has already got highest level of support in the Steering Committee. The voting proposal is adopted if 90 % of the Member Companies vote in favour of the proposal. If there are less than ten (10) days after Member Companies the Effective Date, decision is carried if all except one of the parties will establish Member Companies vote in favour of the proposal. The voting may be arranged by a joint Steering Committee, which written procedure. Only votes given will be made up of representatives from the parties (collectively the “Steering Committee”)counted. The Steering Committee will manage monitor the Collaborative Program functioning of the Paper Profile based on this Agreement on Paper Profile Administration. The experiences will be analysed no later than five years after the present agreement has entered into force. Based on the experiences and will (i) provide strategic direction and performance criteria analysis, the Steering Committee may propose changes to the Agreement on Paper Profile Administration. The decisions to change the Agreement on Paper Profile Administration are primarily made based on the consensus. The above mentioned procedure for the Collaborative Program; (ii) monitor progress possible voting will be applied accordingly. Member companies have equal voting power. Association representatives and communicate status experts do not have the right to vote. Company members of the Collaborative Program; Steering Committee or their substitutes are assumed to have a mandate to make decisions. A member company wishing to participate in the voting is not allowed to transfer its right to vote to another company. Decision-making may also be carried out in writing. The written decision making procedure includes e-mails or letters. The member companies must take the decision (iiidecision rules as stated above) facilitate to use the cooperation of written decision-making procedure before the parties under matter in question has been resolved. The decision must be made in no less than three weeks and shall not exceed six weeks from the Collaborative Program; (iv) approve time the achievement of milestones; and, (v) continue proposal was sent to communicate following the Collaborative Period regarding the development and commercialization of Productsall Member Companies. The Steering Committee meets at least once a year. The members will consist of two (2) representatives designated by Senomyx and two (2) representatives designated by Nestlé. Subject to the quorum requirements below, permanent Steering Committee members may delegate their voting powers to delegates from their respective companies. Each member be notified at least three months in advance of the Steering Committee meeting date and the agenda (with separate items for decision- making and discussion items) will have one (1) votebe distributed at least three weeks in advance. The Steering Committee will first makes decisions on how the Paper Profile form and manual can be revised. The Committee may meet no later than thirty (30) days after frequently if considered necessary by the Effective Date and at least four (4) times per chairperson or on the request of two or more members acting together. The Committee may establish specific ad hoc working groups for certain assignments e.g. producing brochures or conducting surveys under the Paper Profile. The Chairperson is selected every year during from company representatives in the Collaborative Period using mutually agreed upon meeting locations and formats including ***Confidential Treatment Requested teleconferencing and videoconferencing. Each party shall bear its own expenses relating to the meetings and activities Annual Meeting of the Steering Committee. During Circulation order of the Collaborative Period, Senomyx will promptly prepare and deliver Chairmanship is based on the order of companies joining the initiative. The Chairmanship turn can only be refused due to a force majeure. The order of the chairmanship: • BillerudKorsnäs (2022) • LEIPA (2023) • Xxxxxxxx-Munksjö (2024) • Arjowiggins (2025) • Xxxxxxx Paper (2026) • Stora Enso (2027) • Metsä Board (2028) • UPM (2029) • Norske Xxxx (2030) • SAPPI (2031) • Arctic Paper (2032) • Holmen Paper (2033) • Sylvamo (2034) • Navigator Company (2035) • Clairefontaine (2036) • Mondi (2037) • Xxxxx Group (2038) • LECTA (2039) • Lenzing Papier (2040) • MM Group (2041) • Laakirchen Papier (2042) The Chairperson’s mandate runs from the end of the Annual Meeting to the members end of the Steering Committee following Annual Meeting. The Annual Meeting is held in the fourth quarter of each calendar year. The Chairperson shall see to it that minutes of such meetings for review and approval by both parties. Decisions of the Steering Committee will be made by unanimous vote, are held at a meeting where all four voting representatives are present. A minimum of two (2) Steering Committee members, one from each of Nestlé and Senomyx, must be present at each meeting of the Steering Committee. One (1) permanent member from each of Nestlé and Senomyx must be present to constitute a quorum. Subject to the quorum requirements in this Section, each member (or an authorized representative) of the Steering Committee must be represented at each meeting either in person, or by a mutually agreed upon format including teleconferencing and videoconferencing, for a quorum to be constituted. In addition, each permanent Steering Committee member must attend at least fifty percent (50%) of the Steering Committee meetings. All unresolved disputes will be settled The Steering Committee approves the minutes of the previous meeting at its meeting. In case of disagreement, the majority required to make the decision in accordance with Section 17.4question shall prevail. Paper Profile has a secretariat in addition to its Steering Committee, or whose responsibilities cover administrative services as otherwise mutually agreed upon described in writingdetail under Article 8. The Steering Committee chooses the secretariat.

Steering Committee. No later than ten (10) days after Pacira shall make all decisions with respect to the Effective Datestrategy and resources for the marketing and promotion of the Products. However, other issues may arise under the terms of this Work Order or between the parties while operating under this Work Order which are appropriate for consultation between the parties to ensure maximum productivity of the Sales Force, including, but not limited to, the establishment of work rules or the response to greater than expected Sales Force turnover and other changing market conditions. The parties will shall, therefore, establish a joint Steering Committee, which will be made chaired by Pacira and consisting of up of representatives to three (3) members from the parties (collectively the “Steering Committee”)each party. The Steering chairperson’s duties shall include site selection, logistics, agenda and facilitation; provided however, that a Quintiles Committee will manage the Collaborative Program and will (i) provide strategic direction and performance criteria for the Collaborative Program; (ii) monitor progress and communicate status of the Collaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; (iv) approve the achievement of milestones; and, (v) continue to communicate following the Collaborative Period regarding the development and commercialization of Products. The Steering Committee will consist of two (2) representatives designated by Senomyx and two (2) representatives designated by Nestlé. Subject member may submit agenda items to the quorum requirements below, permanent Steering Committee members may delegate their voting powers to delegates from their respective companies. Each member of Chair and such items shall be included in the Steering Committee will have one (1) vote. The Steering Committee will first meet no later than thirty (30) days after the Effective Date and at least four (4) times per year during the Collaborative Period using mutually agreed upon meeting locations and formats including ***Confidential Treatment Requested teleconferencing and videoconferencing. Each party shall bear its own expenses relating to the meetings and activities of the Steering Committee. During the Collaborative Period, Senomyx will promptly prepare and deliver to the members of the Steering Committee minutes of such meetings for review and approval by both parties. Decisions of the Steering Committee will be made by unanimous vote, at a meeting where all four voting representatives are present. A minimum of two (2) Steering Committee members, one from each of Nestlé and Senomyx, must be present at each next regular meeting of the Steering Committee. One (1) permanent Each member from each of Nestlé and Senomyx must be present to constitute a quorum. Subject to the quorum requirements in this Section, each member (or an authorized representative) of the Steering Committee must shall be represented an employee or member of the Board of Directors of the party that appointed such member. Initial appointments shall be made within fourteen (14) days of the date of this Work Order. A member of the Committee may be removed at any time, with or without cause, Work Order by the party that appointed such member. The Committee shall meet each meeting either in personquarter, or by a mutually agreed upon format including teleconferencing otherwise at the call of the chairperson to review, coordinate, and videoconferencing, for a quorum to be constituteddiscuss issues regarding the Promotional Program. In addition, each permanent Steering the Committee member must attend at least fifty percent (50%) shall review and resolve issues pertaining to this Work Order. The members of the Steering Committee will use reasonable efforts to reach consensus on all decisions. In Witness Whereof, Pacira and Quintiles have caused this Work Order # 6508 to be duly executed on their behalf by their authorized representatives and made effective as of Effective Date of Work Order appearing above. Accepted and Agreed to by: QUINTILES COMMERCIAL US, INC. PACIRA PHARMACEUTICALS /s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxxx By: By: Xxxxx Xxxxxxx By: Xxxxx Xxxxx Title: Title: Sr. VP of Commercialization Title: CEO and President Date: Date: August 30, 2011 Attachment A to Sales Force Work Order SALES FORCE EXPENSE ALLOCATION DATE Project # 6508 Category Included in Daily Fee Additional Fee Due Quintiles Pass- Through Expenses Pacira Direct Expenses Salary, including payroll taxes, for Sales Representatives, Regional Managers, Project Leader X Incentive compensation (bonus) for Sales Representatives, including payroll taxes X Benefits package, including (401k), medical, dental, Rx, vacation, holidays X Auto Costs in territory, including monthly allowance, mileage reimbursement, parking and tolls. X Basic Business Expenses in territory, including phone, paper supplies, postage and voice mail. X Business Cards & Detail Bags X Call Reporting & Sample Accountability X Computers for Sales Representatives, including software, helpdesk support, data/replication lines X Computers for DMs, RSMs, NSM, including software, helpdesk support, data/replication lines X IMS Third Party Charges X Infrastructure support (operations, HR, finance, legal) X Liability Insurance: employment, workers comp, E & O, CGL, auto X Initial recruitment, includes drug screens, background and motor vehicle checks X Backfill recruitment, includes drug screens, background and motor vehicle checks X Meetings: Pacira national and regional meetings; product launches X Promotional Expense Budget (access money) X Promotional Program and Promotional Materials (sales aids) X Promotional marketing expenses, including sales data X Training program, materials and facilities; initial and follow-up X Quintiles core curriculum training program, materials and facilities X Field Sales Licensure or Reporting Expenses X Travel Expenses (air, hotel, meals, T&E) X Licensing and Credentialing X Attachment B to Sales Force Work Order Full Time Representatives 63 District Managers 6 Project Leader 1 ] DIRECT COSTS (IN DAILY RATE) COMPENSATION Representatives Compensation & Benefits $ [**] Salary $ [**] Benefits/Taxes $ [**] District Manager Compensation & Benefits $ [**] Salary $ [**] Benefits/Taxes $ [**] PL Compensation & Benefits $ [**] Salary $ [**] Benefits/Taxes $ [**] Project Coordinator Support $ [**] Systems and Services Manager $ [**] Total Compensation $ [**] EXPENSES Rep Field Expenses $ [**] Auto Allowance $ [**] Others $ [**] DM Field Expenses $ [**] Auto Allowance $ [**] Others $ [**] PL Field Expenses $ [**] Auto Allowance $ [**] Others $ [**] Total Expenses $ [**] Direct Costs Subtotal $ [**] Assumptions: $[**] annual salary payroll taxes (FICA, XXXX, etc.), medical/dental, life, 401(k), W/C, EAP $[**] annual salary includes additional months for startup/closeout payroll taxes (FICA, XXXX, etc.), medical/dental, life, 401(k), W/C, EAP $[**] annual salary includes additional months for startup/closeout payroll taxes (FICA, XXXX, etc.), medical/dental, life, 401(k), W/C, EAP Project Coordinator salary and employment costs SSM salary and employment costs car + gas + insurance + maintenance telephone, ISP, supplies, postage, parking & tolls, voicemail, AMA license car + gas + insurance + maintenance telephone, ISP, supplies, postage, parking & tolls, voicemail car + gas + insurance + maintenance telephone, ISP, supplies, postage, parking & tolls, voicemail ADDITIONAL COSTS (NOT IN DAILY RATE) RECRUITING Initial Recruitment $ [**] Rep $ [**] DM $ [**] PL $ [**] Total Recruitment Costs $ [**] BONUS Target Bonus $ [**] Rep $ [**] DM $ [**] PL $ [**] Total Bonus $ [**] TRAINING Manager Development Training Phase I - Homestudy $ [**] Manager Development Training Phase II - Classroom $ [**] Representative Initial Development Training (Single Session) $ [**] SFA Training $ [**] Quintiles Learning System $ [**] Total Training Costs $ [**] SFA/IT Startup Costs $ [**] IT $ [**] SFA $ [**] Annual Costs $ [**] IT $ [**] SFA $ [**] Total SFA/IT Costs $ [**] SAMPLE ACCOUNTABILITY SA Automated Model $ — Additional Costs Subtotal $ [**] SERVICE FEE $ [**] TOTAL PROJECT COSTS $ [**] Assumptions: $[**] per rep - includes drug screen and reference check $[**] per DM - includes drug screen and reference check $[**] per PL - includes drug screen and reference check [**]% bonus potential + [**]% tax [**]% bonus potential + [**]% tax [**]% bonus potential +[**]% tax Targeted Selection Certification, FastTrackSelect Recruiting Model, Field Sales Administration Training Delivery, Materials Training Development, Training Delivery, Training Account Executive, Materials Training on SFA platform Web based training for home study and on going development Extranet hardware, shipping, MS Office/Utilities setup, set-up and implementation, helpdesk Veeva SFA implementation and setup Computers, accessories, printers, shipping, MS Office/Utilities licenses, system maintenance, helpdesk Veeva SFA license fee Reconciliations, inventories, transaction processing, data entry, reporting compliance Attachment B (cont.) to Sales Force Work Order Project #6508 COSTS TO BE CHARGED AS INCURRED ESTIMATED BACKFILL RECRUITING Backfill Recruiting Rep $ [**] TRAVEL EXPENSES T/E for recruiting travel [**] T/E to training (Single Session) $ [**] T/E to meetings $ [**] T/E to support sales $ [**] LICENSING & CREDENTIALS Licensing & Credentials $ [**] Total As Incurred Expenses $ [**] Risk Metrics $ [**] [**] per rep backfill and[**]%turnover Estimated travel costs for manager and sales rep recruiting Estimated travel, lodging, and meals to classroom training, assumes single training session for entire team Estimated POA meetings: 2two-day meetings Estimated at 1 day per month per Rep @ $[**]per day, [**] days per month per Mgr @ $[**] per day, [**] days per month per PL @ $[**] per day Estimate of $[**] per team member is being included as a pass-through due to a growing industry trend of requiring credentials in order to gain access to a facility. All unresolved disputes will Attachment C to Sales Force Work Order Project #6508 Budgeted Project Costs G1 G2 G3 G4 G5 G6 G7 G8 Section of Work Order Estimated PT Promotional Backfill/Recruiting Month Budgeted Labor Costs P/T Bonus Training Funds Estimate IT/CRM Risk Total Contract Yr 1 Jun-11 - - - - - - - - Jul-11 - - - - - - - - Aug-11 [**] - - - - [**] [**] Sep-11 [**] - - - [**] [**] [**] [**] Oct-11 [**] - - - [**] - [**] [**] Nov-11 [**] - - - - - [**] [**] Dec-11 [**] - - - [**] [**] [**] Jan-12 [**] [**] [**] [**] - [**] [**] [**] [**] Feb-12 [**] [**] - - [**] [**] [**] [**] Mar-12 [**] [**] - - [**] [**] [**] [**] Apr-12 [**] [**] [**] - - [**] [**] [**] [**] May-12 [**] [**] - - [**] [**] [**] [**] Jun-12 [**] [**] - - [**] [**] [**] [**] Jul-12 [**] [**] [**] - - [**] [**] [**] [**] Aug-12 [**] [**] - - [**] [**] [**] [**] Sep-12 [**] [**] - - [**] [**] [**] [**] Oct-12 [**] [**] [**] - - [**] [**] [**] [**] Nov-12 [**] [**] - - - [**] [**] [**] [**] Dec-12 [**] [**] - - - [**] [**] [**] [**] Jan-13 - - [**] - - - - - [**] Total Budget contract [**] [**] [**] [**] - [**] [**] [**] [**] Attachment D to Sales Force Work Order Hardware Amortization Project #6508 Pacira IT rollover costs Book value per Book value per Purchase Monthly unit after [**] unit after [**] price per unit amortization* months months Laptop, CD/DVD, Maintenance Plan $ [**] $ [**] $ [**] $ [**] Peripherals, AC adapters, printers, carry bag $ [**] $ [**] $ [**] $ [**] $ [**] $ [**] $ [**] $ [**] Add’l costs per unit to be settled in accordance with Section 17.4incurred at time of purchase Shipping Estimate (Pass-through) $ [**] $ [**] $ [**] $ [**] Total cost to purchase including shipping based on: $ [**] units $ [**] $ [**] *- Based on [**] month straight line depreciation Does not include any server, help desk or infrastructure support costs. EXHIBIT 1 to Sales Force Work Order ADDITIONAL PERSONNEL REQUEST FORM This Request for Additional Personnel is made pursuant to Master Services Agreement dated as otherwise mutually agreed upon in writingof between Pacira Pharmaceuticals and Quintiles Commercial US, Inc. (“Quintiles”), and Work Order #6508 Dated .

Steering Committee. No later than ten (10) days after The Steering Committee is the Effective Date, ultimata decision-making body of the parties will establish a joint consortium and is in charge of the overal! supervision and major decisions with regard to the Project. The Steering committee shall be advised by recommendations made to it by the Project management Committee, which will be made up . Steering Committee has no competence to take decisions concerning the interna! .rereignty and independence of representatives from the parties (collectively the “Steering Committee”)Parties. The Steering Committee will manage consists of three members, two appointed representatives of PROPCONEL participants and the Collaborative Program and will (i) provide strategic direction and performance criteria Coordinator. The se shall in particular be responsible for the Collaborative Program; (ii) monitor progress and communicate status approval of: • Proposals for changes of the Collaborative ProgramGA or the IA; (iii) facilitate the cooperation • Proposal of the parties under the Collaborative ProgramParties for changes of this CA; (iv) approve the achievement • Entry of milestones; and, (v) continue to communicate following the Collaborative Period regarding the development and commercialization of Products. The Steering Committee will consist of two (2) representatives designated by Senomyx and two (2) representatives designated by Nestlé. Subject a new Party to the quorum requirements below, permanent Steering Committee members may delegate their voting powers Consortium and approval of the settlement on the conditions of the accession of such a new Party; • Withdrawal of a Party from the Consortium and the approval of the settlement on the conditions of the withdrawal; • Termination of a Defaulting Party's participation in the Consortium and measures relating thereto; • Proposal to delegates from their respective companiesthe JU for a change of the Coordinator; • Proposal to the JU for termination of the Project and the Consortium Agreement. Each member Decisions conceming individua! partners (default or acceding or leaving the consortium) can only be taken unanimously. Ali decisions of the Steering Committee will have one (1) votecommittee are taken unanimously. The Steering Committee will first meet no later than thirty (30) days after the Effective Date Coordinator shall call and at least four (4) times per year during the Collaborative Period using mutually agreed upon meeting locations and formats including ***Confidential Treatment Requested teleconferencing and videoconferencing. Each party shall bear its own expenses relating to the chair all meetings and activities of the Steering Committee. During The Coordinator shall give each of the Collaborative PeriodParties at least thirty (30) calendar days' notice in writing of such meetings or ftfteen (15) calendar days' notice in case of an extraordinary meeting, Senomyx will promptly prepare along with an agenda. Each Party shall have one vote. Should a member not be able to attend a meeting, it shall appoint a substitute to attend and deliver to the members of vote on its behalf. This substitute may be the Steering Committee minutes member of such meetings for review and approval another Party. Any substitute will have to justify its appointment as a substitute by both parties. Decisions written evidence, to be distributed to the Coordinator in advance of the meeting. Any decision requiring a vote at a Steering Committee will be made by unanimous vote, at a meeting where all four voting representatives are present. A minimum of two (2) Steering Committee members, one from each of Nestlé and Senomyx, must be present at each meeting of identified as such on the Steering Committee. One (1) permanent member from each of Nestlé and Senomyx must be present to constitute a quorum. Subject to the quorum requirements in this Section, each member (or an authorized representative) of the Steering Committee must be represented at each meeting either in person, or by a mutually agreed upon format including teleconferencing and videoconferencing, for a quorum to be constituted. In addition, each permanent Steering Committee member must attend at least fifty percent (50%) of the Steering Committee meetings. All unresolved disputes will be settled in accordance with Section 17.4, or as otherwise mutually agreed upon in writinginvitation.

Steering Committee. No later than ten (10) days after the Effective Date, the parties will establish a joint Steering Committee, which will be made up of representatives from the parties (collectively the “Steering Committee”). The Steering Committee will manage the Collaborative Program and will (i) provide strategic direction and performance criteria shall act as Trustees for the Collaborative Program; (ii) monitor progress publication and communicate status shall have administrative responsibilities for the Periodical such as:  Monitor quality and timeliness of the Collaborative Program; (iii) facilitate Transaction with the cooperation assistance of Administrative Partner’s Executive Office,  Verify the technical content of the parties under Transaction is in accordance with the Collaborative Program; established scope and areas of interest,  Approve the periodical budget (ivpage count, subscription rates, etc.),  Work with the EIC to establish operating policies and procedures for the Transactions, The membership of the Steering Committee shall consist of six members, five of whom have voting rights and are termed delegates of their sponsoring partners. There is one ex-officio member (without voting rights) approve of the achievement of milestones; and, (v) continue to communicate following committee: the Collaborative Period regarding the development and commercialization of ProductsEIC. The Chair appointed from among this group will only vote to break a tie. Each Society delegate must be appointed by his/her Society President, shall serve a two‐year appointment commencing Jan. 1, and may be re‐appointed for one additional term. Society delegates may be reappointed to the board after a five year hiatus from their prior term of up to four years. The distribution of delegates is as follows: PARTNER A: two voting delegates on the Steering Committee will consist of two PARTNER B: one voting delegate on the Steering Committee PARTNER C: one voting delegate on the Steering Committee PARTNER D: one voting delegate on the Steering Committee Each delegate shall have equal (2one) representatives designated by Senomyx and two (2) representatives designated by Nestlévote on matters before the Steering Committee. Subject to the quorum requirements However, as described below, permanent Steering Committee members may delegate their voting powers to delegates from their respective companies. Each member the Chair of the Steering Committee will have one (1) votenot vote other than to break a tie. The Steering Committee will first meet no later than thirty (30) days after the Effective Date and at least four (4) times per year during the Collaborative Period using mutually agreed upon meeting locations and formats including ***Confidential Treatment Requested teleconferencing and videoconferencing. Each party shall bear its own expenses relating to the meetings and activities of the Steering Committee. During the Collaborative Period, Senomyx will promptly prepare and deliver to the members of the Steering Committee minutes of such meetings for review and approval by both parties. Decisions Business of the Steering Committee will be made decided by unanimous vote, at a meeting where all four voting representatives are presentmajority vote and Xxxxxxx Rules of Order will govern formal activity of the committee. A minimum of two (2) The Steering Committee membersshall convene at least three times per year via teleconference during the start-up phase, one from each and annual thereafter, to review the progress of Nestlé LSL and Senomyxprepare the budget of the LSL. If possible, must the LSL Steering Committee meetings shall be present at each meeting scheduled to precede the AdCom/BoG meetings of all financial partners to allow review of preliminary budget submission of the Periodical Delegates unable to attend the Steering Committee Meeting can participate by teleconference or by transferring their voting privilege to another member of the Steering Committee. One , provided the Chair is notified in writing (1including email) permanent member from each of Nestlé and Senomyx must be present to constitute a quorum. Subject the proxy transfer one week prior to the quorum requirements meeting. Selection of the Chair of the Steering Committee: The Steering Committee shall elect its Chairperson from amongst its current voting, delegate membership. S/he shall serve a term of two years, non-renewable. The Chairperson shall serve as the focus for Committee communications and shall direct, on behalf of the Committee, the operational matters of the Committee to the Financial Sponsors. The Chair shall vote only to break a tie. In the event a Financial Sponsor shall withdraw from the Steering Committee, and the chair shall be the appointment of that Financial Sponsor, the term of the chair shall not survive the participation of the Financial Sponsor. A Secretary shall also be elected from among the voting representatives of the steering committee. Budget Annually, the Administrative Partner is responsible for preparing and submitting the initial budget of the Periodical to the Steering Committee for review. The Steering Committee can approve the Periodical budget provided it is breakeven or better. Expenses and page budgets cannot exceed an annual increase of 10% unless authorized in this Sectionadvance by a vote of the financial partners with same voting structure as the SC. In the case of a proposed deficit budget, each member (or an authorized representative) of the Steering Committee must receive final budget approval from the President of every Financial Sponsor, unanimously. Mid-year expense increases, such as page increases, that are expected to result in a deficit budget must be represented at each meeting either in person, or by similarly approved unanimously. All Financial Sponsors will receive a mutually agreed upon format including teleconferencing and videoconferencing, for a quorum to be constituted. In addition, each permanent Steering Committee member must attend at least fifty percent (50%) copy of the Steering Committee meetings. All unresolved disputes will be settled in accordance with Section 17.4, or as otherwise mutually agreed upon in writingapproved budget for the Periodical simultaneously when submitted to the IEEE TAB Finance Department.

Steering Committee. No later than ten (10) days A Steering Committee is established as the coordinating and governing body of this Voluntary Agreement. Each Service Provider that has at least two million residential broadband Internet access subscribers at or after the Effective Date, date of execution of the parties will establish Voluntary Agreement may nominate one person to represent it as a joint Member on the Steering Committee, which will . Initial Service Provider Signatories shall maintain their Member seats on the Steering Committee notwithstanding any merger or consolidation of particular Service Provider Members. Additional Service Provider Signatories may be made up of representatives from admitted on terms to be approved by the parties (collectively the “Steering Committee”). The Vendor Signatories may together nominate no more than three persons to serve as Members of the Steering Committee. A representative of the Consumer Technology Association shall serve as one such Member. A representative of NCTA shall serve as a Member. The Energy Advocates together may nominate no more than two persons to serve as Members of the Steering Committee. Signatories entitled to nominate a Member may appoint an alternate representative that may attend meetings and vote in the absence of that Member. A Signatory may replace its Member or alternative representative on notice. The Steering Committee will manage elect a Chair from among its Members. The Chair will be responsible for convening the Collaborative Program Steering Committee meetings at least once each calendar year, and will (i) provide strategic direction for running meetings of the Steering Committee. At the request of any Signatory, the Chair may authorize any person to attend meetings of the Steering Committee as a non-voting observer. Attendees at Steering Committee meetings shall sign a confidentiality agreement as a condition of attendance. The Steering Committee may adopt rules of procedure and performance criteria administration. The Steering Committee may delegate any of its powers under the Voluntary Agreement to specific individuals or to sub-committees established by the Steering Committee. The Steering Committee shall designate an Independent Administrator to be responsible for the Collaborative Program; (ii) monitor progress collection and communicate status processing of information supplied directly or indirectly by Signatories and determining a Signatory’s compliance with the Collaborative Program; (iii) facilitate Voluntary Agreement. The costs of attending Steering Committee meetings will be borne by each attendee. The costs of operating the cooperation of Steering Committee shall be allocated in cost-recovery only annual dues set by the parties under Steering Committee and assessed equally on each Signatory, except that the Collaborative Program; (iv) Steering Committee may approve the achievement of milestones; and, (v) continue to communicate following the Collaborative Period regarding the development and commercialization of Productslower dues for non-profit Energy Advocates. The Steering Committee will consist seek regular consultation and engagement with representatives of two (2) representatives designated by Senomyx appropriate regulatory authorities and two (2) representatives designated by Nestlé. Subject other stakeholders to provide updates regarding the quorum requirements below, permanent Steering Committee members may delegate their voting powers to delegates from their respective companies. Each member implementation of the Steering Committee will have one (1) vote. The Steering Committee will first meet no later than thirty (30) days after the Effective Date and at least four (4) times per year during the Collaborative Period using mutually agreed upon meeting locations and formats including ***Confidential Treatment Requested teleconferencing and videoconferencing. Each party shall bear its own expenses relating to the meetings and activities of the Steering Committee. During the Collaborative Period, Senomyx will promptly prepare and deliver to the members of the Steering Committee minutes of such meetings for review and approval by both parties. Decisions of the Steering Committee will be made by unanimous vote, at a meeting where all four voting representatives are present. A minimum of two (2) Steering Committee members, one from each of Nestlé and Senomyx, must be present at each meeting of the Steering Committee. One (1) permanent member from each of Nestlé and Senomyx must be present to constitute a quorum. Subject to the quorum requirements in this Section, each member (or an authorized representative) of the Steering Committee must be represented at each meeting either in person, or by a mutually agreed upon format including teleconferencing and videoconferencing, for a quorum to be constituted. In addition, each permanent Steering Committee member must attend at least fifty percent (50%) of the Steering Committee meetings. All unresolved disputes will be settled in accordance with Section 17.4, or as otherwise mutually agreed upon in writingAgreement.

Steering Committee. No later than ten (The HRWG Steering Committee is comprised of members from the HRWG that represents approximately 10) days after % of the Effective Date, total membership. HRWG members may volunteer or nominate others to participate on the parties will establish a joint Steering Committee. We seek to have a Steering Committee that is representative of its diverse membership in terms of geography, which will be made up of representatives from the parties (collectively the “Steering Committee”)industry and topical expertise. The Steering Committee will manage provide guidance to the Collaborative Program and will (i) provide strategic direction and performance criteria BSR team who make decisions for the Collaborative Program; (ii) monitor progress group on topics, guests, and communicate status administration of the Collaborative Program; (iii) facilitate working group, including an advisory role over how the cooperation of the parties under the Collaborative Program; (iv) approve the achievement of milestones; and, (v) continue to communicate following the Collaborative Period regarding the development and commercialization of Productsannual budget is allocated against agreed upon outputs. The Steering Committee will consist of two (2) representatives designated by Senomyx and two (2) representatives designated by Nestlé. Subject to the quorum requirements below, permanent Steering Committee members may delegate their voting powers will participate in a quarterly planning call with the BSR team to delegates from their respective companieshelp shape the agenda for the group, and ensure that member views are reflected in meeting planning. Each member We have space available on the 2018 Steering Committee. Please email Xxxxx Xxxxxx, HRWG Project Director (xxxxxxx@xxx.xxx) to inquire about participation. BSR’s 2018 Responsibilities Responsibility Category Role Strategy and governance • Work with members to co-create a compelling vision, mission and strategy, as well as design an effective governance model that sets the collaboration on the path to success. • Ensure continuous progress against the initiatives' objectives through robust measurement, evaluation, and reporting. This includes at least an annual survey of the Steering Committee will have one group to ensure alignment with the group’s needs and goals. Facilitation and implementation • Prepare for each meeting: conduct research and benchmarking on relevant topics, arrange speakers, coordinate logistics, develop agendas for meetings and webinars (1) vote. The Steering Committee will first meet no later than thirty (30) days after the Effective Date and at least four (4) times per year during the Collaborative Period using mutually agreed upon meeting locations and formats including ***Confidential Treatment Requested teleconferencing and videoconferencing. Each party shall bear its own expenses relating to full group or workstreams), facilitate the meetings and webinars, and share summary meeting notes. • Facilitate, record, and circulate monthly webinars for participants to discuss issues related to business and human rights. Communications and engagement • Monthly newsletters • Regular external communications including blogs • Circulate all relevant materials from each meeting to the group • Maintain an online platform (“Chatter”) to collect and organize resources and research materials and encourage continued discussion and dialogue among the group Member recruitment and services • Work toward recruitment of new members – three per year • Onboarding services including a 30min call with a new member to orient them to the activities of the Steering Committeeinitiative • Respond to day-to-day requests from members Administration • Provide a full suite of administrative support functions to this collaboration, including accounting, finance, legal, information technology, and human resources systems Fundraising and partnerships • Partner with members to ensure that each initiative is appropriately resourced to meet its objectives, reaching at minimum 40 HRWG members for 2018 2018 Schedule See 2018 Activities, above. During Exhibit B – Anti-Trust & Competition Law Policy The Members of the Collaborative PeriodHuman Rights Working Group (‘the Collaboration’) believe that the objectives of the Collaboration can best be advanced through collaborative efforts. The Collaboration and its Members acknowledge and understand that their activities must at all times be undertaken in compliance with all applicable laws and regulations, Senomyx will promptly prepare including but not limited to laws and deliver regulations relating to antitrust and competition. These laws are intended to preserve and promote free, fair and open competition. Failure to abide by these laws can potentially have extremely serious consequences for the Collaboration and its Members. The policy of the Collaboration and its Members is therefore to conduct all of its activities in strict compliance with all applicable antitrust and competition laws, in order to facilitate legitimate pro-competitive and other activities that help advance the objectives of the initiative, but which excludes any prohibited activities. It is against the policy of the Collaboration to sponsor, encourage or tolerate any discussion, communication of any kind, information sharing or agreement that would violate applicable antitrust or competition laws. Any discussion, communication of any kind or agreement relating to commercially sensitive information, including but not limited to the members of the Steering Committee minutes of such meetings for review and approval by both parties. Decisions of the Steering Committee will be made by unanimous vote, at a meeting where all four voting representatives are present. A minimum of two (2) Steering Committee members, one from each of Nestlé and Senomyxfollowing, must therefore be present strictly avoided at each meeting of the Steering Committee. One (1) permanent member from each of Nestlé and Senomyx must be present to constitute a quorum. Subject to the quorum requirements in this Section, each member (or an authorized representative) of the Steering Committee must be represented at each meeting either in person, or by a mutually agreed upon format including teleconferencing and videoconferencing, for a quorum to be constituted. In addition, each permanent Steering Committee member must attend at least fifty percent (50%) of the Steering Committee meetings. All unresolved disputes will be settled in accordance with Section 17.4, or as otherwise mutually agreed upon in writing.all times:

Steering Committee. No later than ten (10) days after The sales and marketing program for the Effective Date, Test in the parties will establish a joint Steering Committee, which Territories will be made up managed by a steering committee having equal representation of representatives from the parties (collectively the “Steering Committee”), which Steering Committee may be the same as the “Steering Committee” (as defined in the U.S. Co-Promotion Agreement) managing the U.S. Co-Promotion Agreement. The Steering Committee will manage the Collaborative Program include three (3) members from each party and will meet in-person at least quarterly with at least one (i1) provide strategic direction meeting per year being conducted in person while more frequent meetings or teleconferences will be held anytime they are needed and performance criteria for requested by the Collaborative Program; (ii) monitor progress and communicate status Steering Committee’s members of either party. If an in-person meeting is impracticable, meetings may be held by videoconference or teleconference. When meetings are held in person, individual members of the Collaborative Program; (iii) facilitate Steering Committee may nonetheless participate by videoconference or teleconference. If unable to attend in person or by videoconference or teleconference, an individual member of the cooperation Steering Committee may grant a proxy to another individual member of the Steering Committee in order to act on his or her behalf on any matter to be acted upon at any meeting of the Steering Committee. Other representatives of the parties under may attend Steering Committee meetings as non-voting participants. At least one week prior to any meeting of the Collaborative Program; (iv) approve Steering Committee, the achievement parties shall agree upon a proposed agenda of milestones; andthe matters to be discussed at such meeting. The parties shall agree, (v) continue to communicate following at the Collaborative Period regarding first meeting of the development and commercialization of ProductsSteering Committee, upon procedures for maintaining meeting minutes. The Steering Committee will consist may take action on a matter at a meeting only if a quorum exists with respect to that matter. The attendance of at least two (2) representatives designated by Senomyx and two (2) representatives designated by Nestlé. Subject to members of the quorum requirements below, permanent Steering Committee members may delegate their voting powers to delegates from their respective companiesof each party at a meeting shall constitute a quorum for the transaction of business. Each member of the Steering Committee will have shall be entitled to cast one (1) vote. The Steering Committee will first meet no later than thirty (30) days after the Effective Date and , either in person or by proxy, on any matter to be acted upon at least four (4) times per year during the Collaborative Period using mutually agreed upon meeting locations and formats including ***Confidential Treatment Requested teleconferencing and videoconferencing. Each party shall bear its own expenses relating to the meetings and activities of the Steering Committee. During the Collaborative Period, Senomyx will promptly prepare and deliver to the members of the Steering Committee minutes of such meetings for review and approval by both parties. Decisions of the Steering Committee will be made by unanimous vote, at a meeting where all four voting representatives are present. A minimum of two (2) Steering Committee members, one from each of Nestlé and Senomyx, must be present at each any meeting of the Steering Committee. One (1) permanent member from each All decisions made by the Steering Committee shall require a majority vote by the members of Nestlé and Senomyx must the Steering Committee, either in person or by proxy. Any action required or permitted to be present to constitute a quorum. Subject to the quorum requirements in this Section, each member (or an authorized representative) taken at any meeting of the Steering Committee must may be represented at each taken without a meeting either in person, or if the action is taken by a mutually agreed upon format including teleconferencing and videoconferencing, for a quorum to be constituted. In addition, each permanent Steering Committee member must attend at least fifty percent (50%) all members of the Steering Committee. Such action must be evidenced by one or more written consents describing the action taken and signed by each member of the Steering Committee. In the event the Steering Committee meetings. All unresolved disputes is unable to achieve a majority vote on any issue, then the dispute resolution process set forth in Section 5.3 hereof will be settled in accordance followed with Section 17.4, or as otherwise mutually agreed upon in writingrespect to such issue.

Steering Committee. No later than ten (10) days after Columbia shall make all decisions with respect to the Effective Datestrategy for the marketing and promotion of the Products. However, other issues may arise under the terms of this Amended and Restated Sales Force Work Order or between the parties while operating under this Amended and Restated Sales Force Work Order which are appropriate for consultation between the parties to ensure maximum productivity of the Innovex Sales Force, including, but not limited to, the establishment of work rules or the response to greater than expected Innovex Sales Force turnover or lower than expected Innovex Sales Force performance, and other changing market conditions. The parties will shall, therefore, establish a joint Steering Committee, which will be made chaired by Columbia and consisting of up of representatives to three (3) members from the parties (collectively the “Steering Committee”)each party. The Steering chairperson’s duties shall include site selection, logistics, agenda and facilitation; provided however, that an Innovex Committee will manage the Collaborative Program and will (i) provide strategic direction and performance criteria for the Collaborative Program; (ii) monitor progress and communicate status of the Collaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; (iv) approve the achievement of milestones; and, (v) continue to communicate following the Collaborative Period regarding the development and commercialization of Products. The Steering Committee will consist of two (2) representatives designated by Senomyx and two (2) representatives designated by Nestlé. Subject member may submit agenda items to the quorum requirements below, permanent Steering Committee members may delegate their voting powers to delegates from their respective companies. Each member of Chair and such items shall be included in the Steering Committee will have one (1) vote. The Steering Committee will first meet no later than thirty (30) days after the Effective Date and at least four (4) times per year during the Collaborative Period using mutually agreed upon meeting locations and formats including ***Confidential Treatment Requested teleconferencing and videoconferencing. Each party shall bear its own expenses relating to the meetings and activities of the Steering Committee. During the Collaborative Period, Senomyx will promptly prepare and deliver to the members of the Steering Committee minutes of such meetings for review and approval by both parties. Decisions of the Steering Committee will be made by unanimous vote, at a meeting where all four voting representatives are present. A minimum of two (2) Steering Committee members, one from each of Nestlé and Senomyx, must be present at each next regular meeting of the Steering Committee. One The initial Innovex members are Xxxx Xxxx, Xxxxx Xxxxxxx, and Xx Xxxxxxx, and the initial Columbia members are Xxxx Xxxxxxxxx (1) permanent chair), Xxx Xxxxxx, and Xxxx Xxxxxx. A member from each of Nestlé and Senomyx must be present to constitute a quorum. Subject to the quorum requirements in this Section, each member (or an authorized representative) of the Steering Committee must may be represented removed and replaced at each meeting either in personany time, with or without cause, and replaced by the party that appointed such member. The Committee shall meet at least monthly, or by a mutually agreed upon format including teleconferencing otherwise at the call of the chairperson to review, coordinate, and videoconferencing, for a quorum to be constituteddiscuss issues regarding the Project. In addition, each permanent Steering the Committee member must attend at least fifty percent shall review and attempt to resolve issues pertaining to this Amended and Restated Sales Force Work Order. The members of the Committee will use reasonable efforts to reach consensus on all decisions. For decisions concerning the day-to-day operations of the Re-Aligned Sales Force (50%) such as discretionary spending for promotional expense monies, incentive compensation payments, revision of Sales Force responsibilities), for which the Steering Committee cannot reach consensus, the chair shall cast the deciding vote. Notwithstanding anything else to the contrary, the Steering Committee shall have no authority to alter the basic economic terms of this Amended and Restated Work Order, including the pricing terms, the number of members of the Innovex Sales Force, and the Project End Date. [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. In Witness Whereof, Columbia and Innovex have each caused this Amended and Restated Sales Force Work Order #8795 to be duly executed on their behalf by their authorized representatives and made effective as of Effective Date of Work Order appearing above. Accepted and Agreed to by: COLUMBIA LABORATORIES, INC. INNOVEX, INC. /S/ Xxxx Xxxxxxxxx /S/ Xxxxxxx X Xxxx By: Xxxx Xxxxxxxxx By: Xxxxxxx X Xxxx Title: President & CEO Title: President Date: January 26, 2004 Date: January 26, 2004 [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Attachment A to Sales Force Work Order SALES FORCE EXPENSE ALLOCATION Project # 8795 Category Innovex Direct Expenses PassThrough Expenses Columbia Direct Expenses Salary, including payroll taxes, for Innovex Sales Representatives, Innovex Field Coordinators and the Innovex National Field Coordinator. Incentive compensation for Innovex Field Coordinators, compensation for the Innovex National Field Coordinator. X Incentive compensation (bonus) for Innovex Sales Representatives, plus [***] X Benefits package, including (401k), medical, dental, Rx, vacation, holidays X Auto Costs in Territory, including monthly allowance, mileage reimbursement, parking and tolls. X Basic Business Expenses in Territory, including phone, paper supplies, postage and voice mail. X Business Cards & Detail Bags for Innovex Sales Force members X Call Reporting; SFA X Computers for Innovex Sales Representatives, including software, helpdesk support, data/replication lines X Computers for FCs, NFC, including software, helpdesk support, data/replication lines X Infrastructure support (operations, HR, finance, legal) X Liability Insurance: employment, workers comp, E & O, CGL, auto X Recruitment and re-recruitment, includes drug screens, background and motor vehicle checks X Meetings: Columbia national, regional and district meetings; product launches X Access Money, Lunch and Learn and Speaker Programs X Promotional Program and Promotional Materials (sales aids) X Promotional marketing expenses, including sales data X Training program, materials and facilities; initial and follow-up X Travel Expenses (air, hotel, meals, T&E) for Innovex Sales Representatives, Innovex Field Coordinators, and the Innovex National Field Coordinator * Interviewing * Territory travel for field management purposes X [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. All unresolved disputes will be settled in accordance with Section 17.4EXHIBIT 1 to Amended and Restated Sales Force Work Order ADDITIONAL INNOVEX SALES REPRESENTATIVE REQUEST FORM This Request for Additional Innovex Sales Representative is issued pursuant to the Master Sales Services Agreement between Columbia and Innovex LP, or dated as otherwise mutually agreed upon in writingof July 31, 2002, and Amended and Restated Sales Force Work Order #8795, dated as of January 16, 2004.

Steering Committee. No later than ten (10) days after the Effective Date, the parties The Ag COI will establish have a joint Steering Committee, which will be Committee made up a smaller number of representatives from the parties (collectively the “Steering Committee”)COI members. The Steering Committee will manage the Collaborative Program serve as a recommending body and will (i) provide a strategic direction and performance criteria for the Collaborative Program; (ii) monitor progress and communicate status guidance body. The responsibilities of the Collaborative ProgramSteering Committee include: Providing strategic planning and guidance; (iii) facilitate Providing guidance to the cooperation of Ag Coordinator; Developing information and recommendations to bring to the parties under full COI for decision-making; Recommending outreach and operational activities to gain more COI members; Helping to set full COI meeting agendas; Making operational decisions as needed; Resolving or determining next steps on issues or decisions that polarize the Collaborative Programfull COI; (iv) approve the achievement of milestones; and, (v) continue and Being responsive to communicate following the Collaborative Period regarding the development and commercialization of Productsneeds that come up between full COI meetings. The Steering Committee will consist of two Bylaws (2Exhibit B) representatives designated by Senomyx and two (2) representatives designated by Nestlé. Subject to the quorum requirements below, permanent provide more detail on Steering Committee members operations. Strategy Work Groups One person from each of the Ag COI’s 7 strategies will represent each of the strategies in the Ag COI Work Plan. Strategy leads are elected by the Strategy Work Group to serve for the term of the funding cycle. Leads serve the Strategy Work Group by: Providing a single point of contact for the Coordinator; Regularly attending Strategy Work Group meetings; Providing report-outs during the full COI meetings, or assigning a Strategy Work Group member in his/her place; and Helping with strategy specific knowledge and insight to advance the activities. Ad hoc task forces may delegate their voting powers be formed by the COI to delegates from their respective companiesaccomplish elements of the Work Plan. Each ad hoc task force will be chaired by a member of the Steering Committee will have one (1) voteCOI. The Steering Committee will first meet no later than thirty (30) days after the Effective Date and at least four (4) times per year during the Collaborative Period using mutually agreed upon meeting locations and formats including ***Confidential Treatment Requested teleconferencing and videoconferencingTask force participants may be COI Members or General Participants. Each party shall bear its own expenses relating All task forces report to the meetings COI on progress, learning and activities needs for technical assistance. See Table 1 for a summary of the Steering Committeedifferent roles and levels of participation, with expectations and estimated time commitment. During See Table 2 for the Collaborative Period2018 timeline and meeting schedule. Table 1: Different levels of participation with expectations & estimated hours Table 2: Proposed 2018 Timeline & Meeting Schedule Blue-full COI planning mtgs, Senomyx Orange= full COI & community “info & input” sessions, Green=Strategy mtgs When? Duration What? Who? Where? Purpose January Evening 3 hours COI strategic thinking & planning Food provided Members Anyone Puyallup or Tacoma Vision/planning #1 – Hone Ag COI purpose, revisit Strategy-level goals and objectives, incorporate input from Ag Infrastructure Assessment & Xxxxxx Advisory Council February 3 hours COI planning, measures of success Members Anyone Puyallup or Tacoma Vision/planning #2 – Introduce indicators for evaluating progress; evaluate progress of 2017 activities using these indicators March Evening 3 hours Report out, Look ahead, Gather input Food provided Members, Fundees, Farmers, Families, Anyone Puyallup, Tacoma or a farm Community Info & Input • Strategy & activity leads present 2017 project outcomes and 2018 activities • Present Ag COI vision, Strategy goals; gather input • Present draft funding evaluation criteria; gather input March-April Groups decide Strategy-level measures of success, 2019 activity ideas Strategy Work Groups Groups decide • Develop success indicators. • Form next year activity ideas, prioritize, identify who will promptly prepare and deliver write funding proposals • Discuss outside funding ideas • Submit 1st qtr reports – highlight progress against indicators April Evaluation criteria decision Pledged members Online Vote to the accept proposal evaluation criteria Early May Evening 3 hours Presentations & input Food provided Members, Fundees, Proposers, Farmers, Families, Anyone A farm Community Info & Input • Strategy groups present progress toward Ag COI goals & proposed funding ideas • Farmers/others provide input May-June Groups decide Funding proposal writing Strategy groups Proposers Groups decide • Proposers write & submit funding proposals by end of June • Submit 2nd qtr reports July Scoring Pledged members of the Steering Committee minutes of such meetings Online Score proposals Aug-early Sep 2 hours Final decisions Pledged members Puyallup or Tacoma Final PWI Funding Decision • Final decision on proposals & budget to send to The Xxxxxxx Family Foundation • Debrief schedule, scoring, & process September Groups decide Strategy/Activity progress Strategy Work Groups Groups decide • Evaluate current year progress toward Ag COI goals • Submit 3rd qtr reports Oct or Nov Evening 3 hours Harvest Potluck Members, Farmers, Families, Anyone Puyallup or Tacoma Community Info & Input • Celebrate accomplishments, present progress toward Ag COI goals • Farmers share challenges/issues they want addressed • Tee-up for review and approval by both parties. Decisions of the Steering Committee will be made by unanimous vote, at a meeting where all four voting representatives are present. A minimum of two (2) Steering Committee members, one from each of Nestlé and Senomyx, must be present at each meeting of the Steering Committee. One (1) permanent member from each of Nestlé and Senomyx must be present next year Nov-Dec Groups decide 2019 work plan finalization Strategy Work Groups Groups decide • Decide on $ to constitute a quorum. Subject to the quorum requirements in this Section, each member (or an authorized representative) of the Steering Committee must be represented at each meeting either in person, or by a mutually agreed upon format including teleconferencing and videoconferencing, for a quorum to be constituted. In addition, each permanent Steering Committee member must attend at least fifty percent (50%) of the Steering Committee meetings. All unresolved disputes will be settled in accordance with Section 17.4, or as otherwise mutually agreed upon in writing.roll into next year • Finalize next year work plan & budget • Submit 4th qtr reports Ag COI Communications

Steering Committee. No later A Steering Committee is established as the coordinating and governing body of this Voluntary Agreement. Each Manufacturer Signatory that Sells Televisions in the United States or Canada may nominate one person to represent it as a Member on the Steering Committee. A representative of the Consumer Technology Association shall serve as a Member of the Steering Committee. The Energy Advocates together may nominate no more than ten (10) days after two persons to serve as voting Members of the Effective Date, the parties will establish a joint Steering Committee, which will be made up of representatives from the parties (collectively the “Steering Committee”)with no more than one Member per Energy Advocate Signatory. The Steering Committee will manage the Collaborative Program and will (i) provide strategic direction and performance criteria for the Collaborative Program; (ii) monitor progress and communicate status of the Collaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; (iv) approve the achievement of milestones; and, (v) continue to communicate following the Collaborative Period regarding the development and commercialization of Productselect a Chair from among its Members. The Steering Committee Chair will consist of two (2) representatives designated by Senomyx be responsible for convening and two (2) representatives designated by Nestlé. Subject to the quorum requirements below, permanent Steering Committee members may delegate their voting powers to delegates from their respective companies. Each member of the Steering Committee will have one (1) vote. The Steering Committee will first meet no later than thirty (30) days after the Effective Date and at least four (4) times per year during the Collaborative Period using mutually agreed upon meeting locations and formats including ***Confidential Treatment Requested teleconferencing and videoconferencing. Each party shall bear its own expenses relating to the conducting meetings and activities of the Steering Committee. During Signatories entitled to nominate a Member may appoint an alternate representative that may attend meetings and vote in the Collaborative Period, Senomyx will promptly prepare and deliver absence of that Member. Signatories may replace a Member or alternative representative on notice to the members of the Steering Committee minutes of such meetings for review and approval by both parties. Decisions of the Steering Committee will be made by unanimous vote, at a meeting where all four voting representatives are present. A minimum of two (2) Steering Committee members, one from each of Nestlé and Senomyx, must be present at each meeting Chair of the Steering Committee. One (1) permanent member from each At the request of Nestlé and Senomyx must be present any Signatory, the Chair may authorize any person to constitute a quorum. Subject to the quorum requirements in this Section, each member (or an authorized representative) attend meetings of the Steering Committee must be represented as a non-voting participant. Attendees at each meeting either in person, or by a mutually agreed upon format including teleconferencing and videoconferencing, for a quorum to be constituted. In addition, each permanent Steering Committee member must attend at least fifty percent (50%) meetings shall sign a confidentiality agreement as a condition of attendance. Such agreement will also provide for confidentiality protection of all non-public information shared in connection with this Voluntary Agreement, including but not limited to Sections 6.3, 9 and 12. The Steering Committee may adopt rules of procedure and administration. The Steering Committee may delegate any of its authority or responsibilities to specific individuals or to subcommittees established by the Steering Committee. The costs of attending Steering Committee meetings will be borne by each attendee. Expenses authorized by the Steering Committee meetingsmay be paid through dues assessed equally on each Manufacturer Signatory. All unresolved disputes In the alternative, the Steering Committee may establish arrangements under which the Independent Administrator and other vendors will assess a share of its charges to each Manufacturer Signatory. The Steering Committee may consult and engage with representatives of appropriate regulatory authorities and other stakeholders to provide updates regarding the implementation of this Voluntary Agreement. The intention of this Voluntary Agreement is to cover devices sold in high volumes to consumers that are ordinarily understood to be settled in accordance with Section 17.4, or as otherwise mutually agreed upon in writingTelevisions. Any ambiguity of whether a particular device is covered may be resolved by the Steering Committee.

Steering Committee. No later SECRETARIAT Paper Profile is an initiative driven by major pulp, paper and paperboard industry companies in Europe. The companies guide the initiative through the Paper Profile Steering Committee. The Steering Committee is the decision-making body responsible for the functioning and development of the initiative. The Steering Committee consists of one representative from each member company registered to use the Paper Profile scheme. National Forest Industry associations and other experts may be invited to support the work of the Steering Committee. The Steering Committee constitutes a quorum if more than half of its company members are present. Primarily the Steering Committee will work on every proposal in order to reach consensus. If a proposal cannot be adopted by the Steering Committee unanimously the Steering Committee may vote on the proposal. The proposal may only be referred to the voting if the Steering Committee has not reached consensus within one meeting. The proposal to be voted on, is the proposal modified by the Steering Committee during the above mentioned time period and that one which has already got highest level of support in the Steering Committee. The voting proposal is adopted if 90 % of the Member Companies vote in favour of the proposal. If there are less than ten (10) days after Member Companies the Effective Date, decision is carried if all except one of the parties will establish Member Companies vote in favour of the proposal. The voting may be arranged by a joint Steering Committee, which written procedure. Only votes given will be made up of representatives from the parties (collectively the “Steering Committee”)counted. The Steering Committee will manage monitor the Collaborative Program functioning of the Paper Profile based on this Agreement on Paper Profile Administration. The experiences will be analysed no later than five years after the present agreement has entered into force. Based on the experiences and will (i) provide strategic direction and performance criteria analysis, the Steering Committee may propose changes to the Agreement on Paper Profile Administration. The decisions to change the Agreement on Paper Profile Administration are primarily made based on the consensus. The above mentioned procedure for the Collaborative Program; (ii) monitor progress possible voting will be applied accordingly. Member companies have equal voting power. Association representatives and communicate status experts do not have the right to vote. Company members of the Collaborative Program; Steering Committee or their substitutes are assumed to have a mandate to make decisions. A member company wishing to participate in the voting is not allowed to transfer its right to vote to another company. Decision-making may also be carried out in writing. The written decision making procedure includes e-mails or letters. The member companies must take the decision (iiidecision rules as stated above) facilitate to use the cooperation of written decision-making procedure before the parties under matter in question has been resolved. The decision must be made in no less than three weeks and shall not exceed six weeks from the Collaborative Program; (iv) approve time the achievement of milestones; and, (v) continue proposal was sent to communicate following the Collaborative Period regarding the development and commercialization of Productsall Member Companies. The Steering Committee meets at least once a year. The members will consist of two (2) representatives designated by Senomyx and two (2) representatives designated by Nestlé. Subject to the quorum requirements below, permanent Steering Committee members may delegate their voting powers to delegates from their respective companies. Each member be notified at least three months in advance of the Steering Committee meeting date and the agenda (with separate items for decision- making and discussion items) will have one (1) votebe distributed at least three weeks in advance. The Steering Committee will first makes decisions on how the Paper Profile form and manual can be revised. The Committee may meet no later than thirty (30) days after frequently if considered necessary by the Effective Date and at least four (4) times per chairperson or on the request of two or more members acting together. The Committee may establish specific ad hoc working groups for certain assignments e.g. producing brochures or conducting surveys under the Paper Profile. The Chairperson is selected every year during from company representatives in the Collaborative Period using mutually agreed upon meeting locations and formats including ***Confidential Treatment Requested teleconferencing and videoconferencing. Each party shall bear its own expenses relating to the meetings and activities Annual Meeting of the Steering Committee. During the Collaborative Period, Senomyx will promptly prepare and deliver to the members Circulation order of the Steering Committee minutes Chairmanship is based on the order of such meetings for review and approval by both partiescompanies joining the initiative. Decisions The Chairmanship turn can only be refused due to a force majeure. The order of the Steering Committee will be made by unanimous vote, at a meeting where all four voting representatives are present. A minimum of two chairmanship: • LEIPA (22023) Steering Committee members, one from each of Nestlé and Senomyx, must be present at each meeting of the Steering Committee. One • Xxxxxxxx-Munksjö (12024) permanent member from each of Nestlé and Senomyx must be present to constitute a quorum. Subject to the quorum requirements in this Section, each member • Xxxxxxx Paper (or an authorized representative2025) of the Steering Committee must be represented at each meeting either in person, or by a mutually agreed upon format including teleconferencing and videoconferencing, for a quorum to be constituted. In addition, each permanent Steering Committee member must attend at least fifty percent • Lessebo Paper (50%2026) of the Steering Committee meetings. All unresolved disputes will be settled in accordance with Section 17.4, or as otherwise mutually agreed upon in writing.• Xxxxx Xxxxxxx (2027) • Maxauer Papierfabrik • Kabel Paper • Stora Enso • Metsä Board • UPM • Norske Xxxx • SAPPI • Arctic Paper • Holmen Paper • Sylvamo • Navigator Company • Clairefontaine • Mondi • Xxxxx Group • LECTA • Lenzing Papier • MM Group • Laakirchen Papier