Common use of Subcommittees Clause in Contracts

Subcommittees. (a) The Operating Committee may, by Majority Vote, designate by resolution one (1) or more subcommittees (each, a “Subcommittee”) it deems necessary or desirable in furtherance of the management of the business and affairs of the Company. For any Subcommittee, any member of the Operating Committee who wants to serve thereon may so serve, and if Affiliated Participants have collectively appointed one member to the Operating Committee to represent them, then such Affiliated Participants may have only that member serve on the Subcommittee or may decide not to have only that collectively appointed member serve on the Subcommittee. Such member may designate an individual other than himself or herself who is also an employee of the Participant or Affiliated Participants that appointed such member to serve on a Subcommittee in lieu of the particular member. Any Subcommittee, to the extent provided in the resolution of the Operating Committee designating it and subject to Section 4.1 and non-waivable provisions of the Delaware Act, shall have and may exercise all the powers and authority of the Operating Committee in the management of the business and affairs of the Company as so specified in the resolution of the Operating Committee. Each Subcommittee shall keep minutes and make such reports as the Operating Committee may from time to time request. Except as the Operating Committee may otherwise determine, any Subcommittee may make rules for the conduct of its business, but unless otherwise provided by the Operating Committee or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in this Agreement for the Operating Committee. (b) The Operating Committee shall maintain a compliance Subcommittee (the “Compliance Subcommittee”). The Compliance Subcommittee’s purpose shall be to aid the Chief Compliance Officer (who shall directly report to the Operating Committee in accordance with Section 6.2(a)(iii)) as necessary, including with respect to issues involving: (i) the maintenance of the confidentiality of information submitted to the Plan Processor or Central Repository pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; (ii) the timeliness, accuracy, and completeness of information submitted pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; and (iii) the manner in and extent to which each Participant is meeting its obligations under SEC Rule 613, Section 3.11, and as set forth elsewhere in this Agreement and ensuring the consistency of this Agreement’s enforcement as to all Participants.

Subcommittees. ‌ (a) The Operating Committee may, by Majority Vote, designate by resolution one (1) or more subcommittees (each, a “Subcommittee”) it deems necessary or desirable in furtherance of the management of the business and affairs of the Company. For any Subcommittee, any member of the Operating Committee who wants to serve thereon may so serve, and if Affiliated Participants have collectively appointed one member to the Operating Committee to represent them, then such Affiliated Participants may have only that member serve on the Subcommittee or may decide not to have only that collectively appointed member serve on the Subcommittee. Such member may designate an individual other than himself or herself who is also an employee of the Participant or Affiliated Participants that appointed such member to serve on a Subcommittee in lieu of the particular member. Any Subcommittee, to the extent provided in the resolution of the Operating Committee designating it and subject to Section 4.1 and non-waivable provisions of the Delaware Act, shall have and may exercise all the powers and authority of the Operating Committee in the management of the business and affairs of the Company as so specified in the resolution of the Operating Committee. Each Subcommittee shall keep minutes and make such reports as the Operating Committee may from time to time request. Except as the Operating Committee may otherwise determine, any Subcommittee may make rules for the conduct of its business, but unless otherwise provided by the Operating Committee or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in this Agreement for the Operating Committee. (b) The Operating Committee shall maintain a compliance Subcommittee (the “Compliance Subcommittee”). The Compliance Subcommittee’s purpose shall be to aid the Chief Compliance Officer (who shall directly report to the Operating Committee in accordance with Section 6.2(a)(iii)) as necessary, including with respect to issues involving: (i) the maintenance of the confidentiality of information submitted to the Plan Processor or Central Repository pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; (ii) the timeliness, accuracy, and completeness of information submitted pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; and (iii) the manner in and extent to which each Participant is meeting its obligations under SEC Rule 613, Section 3.11, and as set forth elsewhere in this Agreement and ensuring the consistency of this Agreement’s enforcement as to all Participants.

Subcommittees. (a) The Operating Committee may, by Majority Vote, designate by resolution one (1) Parties or more the AJSC shall have the right to create such subcommittees (each, a “Subcommittee”) it deems necessary or desirable in furtherance of the management of the business and affairs of the Company. For any SubcommitteeAJSC as they or it may deem appropriate or necessary (such as a finance subcommittee, any member of the Operating Committee who wants to serve thereon may so serve, and if Affiliated Participants have collectively appointed one member to the Operating Committee to represent them, then such Affiliated Participants may have only that member serve on the Subcommittee or may decide not to have only that collectively appointed member serve on the Subcommittee. Such member may designate an individual other than himself or herself who is also an employee of the Participant or Affiliated Participants that appointed such member to serve on a Subcommittee in lieu of the particular member. Any Subcommittee, to the extent provided in the resolution of the Operating Committee designating it and subject to Section 4.1 and non-waivable provisions of the Delaware Act, shall have and may exercise all the powers and authority of the Operating Committee in the management of the business and affairs of the Company as so specified in the resolution of the Operating Committeeappropriate subcommittees). Each Subcommittee such subcommittee shall keep minutes and make such reports as the Operating Committee may from time to time request. Except as the Operating Committee may otherwise determine, any Subcommittee may make rules for the conduct of its business, but unless otherwise provided by the Operating Committee or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in this Agreement for the Operating Committee. (b) The Operating Committee shall maintain a compliance Subcommittee (the “Compliance Subcommittee”). The Compliance Subcommittee’s purpose shall be to aid the Chief Compliance Officer (who shall directly report to the Operating Committee in accordance with Section 6.2(a)(iii)) as necessaryAJSC, including with respect which shall have authority to issues involving: (i) the maintenance of the confidentiality of information submitted approve or reject recommendations or actions proposed thereby, subject to the Plan Processor or Central Repository pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; (ii) the timeliness, accuracy, and completeness of information submitted pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; and (iii) the manner in and extent to which each Participant is meeting its obligations under SEC Rule 613, Section 3.11, and as set forth elsewhere in this Agreement and ensuring the consistency terms of this Agreement. Each Party shall bear its own expenses relating to attendance at any meetings of such subcommittees by its representatives. Each such subcommittee shall have a chairperson, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. whose responsibilities shall include conducting meetings, including ensuring that objectives for each meeting are set and achieved. For each subcommittee created pursuant to this Section 9.1.7 (Subcommittees), each Party shall designate a secretary, who may be such Party’s enforcement as Alliance Manager, to prepare draft minutes of each meeting, which shall provide a description in reasonable detail of the discussions held at the meeting and a list of any actions, decisions or determinations approved by such committee. Beginning with the Genzyme secretary, the responsibility for preparing the minutes shall alternate between the secretaries on a meeting-by-meeting basis after each meeting of such subcommittee. Within [***] after each meeting, the drafting secretary shall provide the draft minutes to the other secretary for review and comment. The drafting secretary shall reasonably consider all Participantscomments from the other secretary that are provided within [***]. The drafting secretary shall prepare and submit revised minutes for approval within [***] after receipt of such comments or upon the expiration of such [***] comment period.

Subcommittees. (a) The Operating Steering Committee may, by Majority Voteresolution, designate by resolution from among the Members one (1) or more subcommittees (eachsubcommittees, a “Subcommittee”) it deems necessary each of which shall be comprised of two or desirable in furtherance of the management of the business and affairs of the Company. For any Subcommittee, any member of the Operating Committee who wants to serve thereon may so servemore Members, and if Affiliated Participants have collectively appointed one member that, subject to the Operating Committee to represent them, then such Affiliated Participants may have only that member serve on the Subcommittee or may decide not to have only that collectively appointed member serve on the Subcommittee. Such member may designate an individual other than himself or herself who is also an employee of the Participant or Affiliated Participants that appointed such member to serve on a Subcommittee in lieu of the particular member. Any Subcommittee, to the extent provided limitations set forth in the resolution of the Operating Committee designating it and subject to Section 4.1 and non-waivable provisions of the Delaware Actnext sentence, shall have and may exercise any authority of the Steering Committee as the Steering Committee may delegate to it in the resolution forming such subcommittee. The Steering Committee shall not, and shall not have the power or authority to, designate or authorize any subcommittee with all of the powers and authority of the Operating Steering Committee, or with the authority of the Steering Committee in the management reference to: (A) final approval of the business and affairs initial Reward Amount or the amount of any adjustment thereto, (B) any proposed increase (or other adjustment) to the Company as so amounts specified to be held in the Liability Reserve or the Operating Reserve as set forth in Section 4.3(e), (C) final approval of payment of any invoice for Administrative Expenses (provided that the Steering Committee may create one or more subcommittees with the responsibility and authority to review, reject, negotiate, pre-approve and submit to the Steering Committee for final approval any or all such invoices (each, an “Invoice Subcommittee”)), (D) altering or repealing any resolution of the Operating CommitteeSteering Committee that by its terms provides that it shall not be so amendable or repealable, or (E) final approval of any Implementers. Each Subcommittee shall keep minutes and make such reports as the Operating The Steering Committee may dissolve any subcommittee or remove any member (or non-voting participant) of a subcommittee through a Steering Committee vote conducted pursuant to the provisions of Section 3.3(i) below at any time. The Parties anticipate that, in addition to an Invoice Subcommittee, potential subcommittees may include (but not be limited to) subcommittees to address dealer training, marketing and outreach, and financial forecasting. The Steering Committee and any subcommittee thereof, and their respective Members, may consult with and seek and rely upon information and advice from time employees and representatives of any Participating EDUs, Implementers, Advisory Committee members, Governmental Authorities, legal counsel, independent accountants and other Persons as to time requestmatters which they believe to be within such Person’s professional or expert competence. Except as The Steering Committee shall designate a chair and secretary for each subcommittee. The chair (or in the Operating Committee may otherwise determineabsence of the chair, the secretary) shall preside over all meetings of the subcommittee, and the secretary (or, in the absence of the secretary, the chair or any Subcommittee may make rules for the conduct of its business, but unless otherwise provided person appointed by the Operating Committee or in such rules, its business chair) shall take and maintain the minutes of the proceedings of the meetings of the subcommittee. All minutes of subcommittee meetings shall be conducted as nearly as possible in made available to all Steering Committee Members. If any member of the same manner as Advisory Committee is provided in this Agreement for invited to a subcommittee meeting or a Steering Committee meeting, then the Operating portion(s) of the minutes of such meeting during which such member of the Advisory Committee was present shall also be made available to all members of the Advisory Committee. (b) The Operating Committee shall maintain a compliance Subcommittee (the “Compliance Subcommittee”). The Compliance Subcommittee’s purpose shall be to aid the Chief Compliance Officer (who shall directly report to the Operating Committee in accordance with Section 6.2(a)(iii)) as necessary, including with respect to issues involving: (i) the maintenance of the confidentiality of information submitted to the Plan Processor or Central Repository pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; (ii) the timeliness, accuracy, and completeness of information submitted pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; and (iii) the manner in and extent to which each Participant is meeting its obligations under SEC Rule 613, Section 3.11, and as set forth elsewhere in this Agreement and ensuring the consistency of this Agreement’s enforcement as to all Participants.

Subcommittees. (a) The Operating Committee mayPromptly after the establishment of the JSC, by Majority Vote, designate by resolution one (1) or more the JSC shall establish the following subcommittees (each, a “Subcommittee”): (a) it deems a preclinical, clinical and regulatory Subcommittee to coordinate and make all day-to-day decisions necessary to implement any preclinical or desirable clinical studies and regulatory activities set forth in furtherance each Development Plan; (b) a chemistry, manufacturing, and controls (CMC) Subcommittee to coordinate and make all day-to-day decisions necessary to implement any manufacturing-related activities set forth in each Development Plan; (c) a commercialization Subcommittee to (i) propose business/ commercialization strategies and priorities with respect to the Collaboration Products for the review and approval of the management JSC and (ii) coordinate and resolve any issue arising from the performance of each Development Plan that may impact such business/commercialization strategy for any Collaboration Product; (d) an intellectual property Subcommittee to develop and implement the business intellectual property strategy with respect to Collaboration Technology and affairs coordinate the prosecution and maintenance of the Company. For patents and patent applications claiming any Subcommittee, any member of the Operating Committee who wants to serve thereon may so serve, jointly owned Collaboration Technology; and if Affiliated Participants have collectively appointed one member to the Operating Committee to represent them, then such Affiliated Participants may have only that member serve on the Subcommittee or may decide not to have only that collectively appointed member serve on the Subcommittee. Such member may designate an individual other than himself or herself who is also an employee of the Participant or Affiliated Participants that appointed such member to serve on (e) a Subcommittee in lieu to oversee and coordinate the transfer of various technologies as contemplated herein, whether between the particular member. Any Subcommittee, Parties or to the extent provided in the resolution of the Operating Committee designating it and subject to Section 4.1 and non-waivable provisions of the Delaware Act, shall have and may exercise all the powers and authority of the Operating Committee in the management of the business and affairs of the Company as so specified in the resolution of the Operating Committeea Third Party. Each Subcommittee shall keep minutes consist of equal number of representatives of each Party and make shall meet with such reports frequency as the Operating Committee may from time to time requestJSC determines is appropriate. Except as the Operating Committee may otherwise determine, any Each Subcommittee may make rules for the conduct of its business, but unless otherwise provided by the Operating Committee or in such rules, its business shall be conducted as nearly as possible in responsible for day-to-day implementation and operations of the same manner as is provided in activities under this Agreement for which it has or is otherwise assigned responsibility, provided that such implementation is not inconsistent with the Operating Committee. express terms of this Agreement, the applicable Development Plan or the decisions of the JSC. Each Subcommittee shall operate by unanimous vote in all decisions, with each Party having one (b1) The Operating Committee shall maintain vote and with at least one (1) representative from each Party participating in such vote. If, with respect to a compliance Subcommittee (the “Compliance Subcommittee”). The Compliance matter that is subject to a Subcommittee’s purpose decision-making authority, the Subcommittee cannot reach unanimity, the matter shall be referred to aid the Chief Compliance Officer (Alliance Manager, who shall directly report submit such matter to the Operating Committee JSC for resolution in accordance with Section 6.2(a)(iii)) as necessary, including with respect 2.5. The various Subcommittees may have overlapping membership and the Parties will attempt to issues involving: (i) the maintenance time meetings of the confidentiality JSC and the various Subcommittees to maximize productivity of information submitted to the Plan Processor or Central Repository pursuant to SEC Rule 613, applicable law, or this Agreement by Participants members and Industry Members; (ii) the timeliness, accuracy, and completeness of information submitted pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; and (iii) the manner in and extent to which each Participant is meeting its obligations under SEC Rule 613, Section 3.11, and as set forth elsewhere in this Agreement and ensuring the consistency of this Agreement’s enforcement as to all Participantsminimize costs associated therewith.

Subcommittees. The CSC shall organize subcommittees to oversee activities of the Parties in the areas of Development and Promotion of Collaboration Products in accordance with this Section 2.1(b). Each subcommittee shall have an equal number of representatives from each Party, not to exceed three (a3) The Operating Committee mayfrom each, by Majority Vote, designate by resolution including one (1) or more subcommittees (each, a “Subcommittee”) it deems necessary or desirable in furtherance co-chairperson appointed by each Party. Either Party may replace any of the management of the business and affairs of the Company. For its representatives at any Subcommittee, any member of the Operating Committee who wants to serve thereon may so servetime, and if Affiliated Participants have collectively appointed one member to the Operating Committee to represent them, then such Affiliated Participants may have only that member serve on the Subcommittee or may decide not to have only that collectively appointed member serve on the Subcommittee. Such member may designate an individual other than himself or herself who is also an employee of the Participant or Affiliated Participants that appointed such member to serve on a Subcommittee in lieu of the particular member. Any Subcommittee, to the extent provided in the resolution of the Operating Committee designating it and subject to Section 4.1 and non-waivable provisions of the Delaware Act, shall have and may exercise all the powers and authority of the Operating Committee in the management of the business and affairs of the Company as so specified in the resolution of the Operating Committee. Each Subcommittee shall keep minutes and make such reports as the Operating Committee may from time to time requesttime, by giving written notice to the other Party. Except as Each Party must promptly fill any vacancy on a subcommittee caused by the Operating Committee may otherwise determinedeath, resignation or other physical or mental incapacity of any Subcommittee may make of its representatives. Each Party shall be responsible for its own expenses of participating in any subcommittee. The CSC shall prescribe rules of procedure for the conduct subcommittees, including but not limited to frequency of its business, but unless otherwise provided meetings and responsibility for meeting agendas. All decisions of a subcommittee are subject to approval by the Operating Committee or in such rulesCSC. In the event that any subcommittee fails to reach agreement on an issue within its respective area of oversight, its business the matter shall be conducted as nearly as possible in referred to the same manner as is provided in this Agreement for the Operating Committee. (b) The Operating Committee shall maintain a compliance Subcommittee (the “Compliance Subcommittee”)CSC. The Compliance Subcommittee’s purpose CSC shall be to aid organize the Chief Compliance Officer (who shall directly report to the Operating Committee in accordance with Section 6.2(a)(iii)) as necessary, including with respect to issues involvingfollowing subcommittees: (i) The “Development Committee,” which shall be responsible for planning, overseeing and implementing the maintenance Development of Collaboration Products for the confidentiality of information submitted to the Plan Processor or Central Repository pursuant to SEC Rule 613, applicable lawTerritory. The Development Committee shall establish a program and plan (a “Development Program”) for each Collaboration Product, or this Agreement for each different indication for which a Collaboration Product is being developed, as applicable, that shall, among other things, (A) set forth a plan for achieving the Target Labeling as approved by Participants the CSC, (B) set forth detailed budgets for the Development Costs to be incurred, for approval by the CSC, (C) in consultation with the Marketing Committee, as appropriate, prescribe the non-clinical and Industry Members;clinical activities, studies and trials to be conducted by the Parties, (D) specify the timing, finalization and reporting of each such activity, study and trial, and (E) otherwise specify all other Development activities to be conducted by the Parties required to obtain Regulatory Approval for the Territory. The Development Committee shall coordinate and manage the Development activities as set forth in the Development Program for each Collaboration Product and if necessary, shall propose amendments to such Development Program for consideration and approval by the CSC. (ii) The “Marketing Committee,” which shall be responsible for planning, overseeing and implementing the timeliness, accuracyPromotion of Collaboration Products in the Territory, and completeness for overseeing the Commercialization of information submitted pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; and (iii) Collaboration Products in the manner in and extent to which each Participant is meeting its obligations under SEC Rule 613, Section 3.11, and as set forth elsewhere in this Agreement and ensuring the consistency of this Agreement’s enforcement as to all Participants.Territory. The

Subcommittees. From time to time, the JSC may establish and delegate duties, including any responsibilities of the JSC set forth in Section 4.1.5 (a) The Operating Committee maySpecific Responsibilities of the JSC), by Majority Vote, designate by resolution one (1) or more to operational subcommittees (each, a “Subcommittee”) it deems necessary on an “as-needed” basis to oversee particular projects or desirable activities, which delegations will be reflected in furtherance the minutes of the management meetings of the business and affairs JSC. Such Subcommittees may be established on an ad hoc basis for purposes of a specific project, for the Company. For any Subcommitteelife of a Licensed Product, any member of or on such other basis as the Operating Committee who wants to serve thereon JSC may so servedetermine, and if Affiliated Participants will be constituted and will operate as the JSC may determine; provided that each Subcommittee will have collectively appointed one member to the Operating Committee to represent themequal representation from each Party and decision making will be by consensus, then such Affiliated Participants may have only that member serve with each Party’s representatives on the applicable Subcommittee or may decide not to have only that collectively appointed member serve having one vote on all matters brought before the Subcommittee. Each Subcommittee and its activities will be subject to the direction, review, and approval of, and, unless otherwise determined by the JSC, will report to, the JSC. For each Subcommittee, Ionis will designate one of its Subcommittee members to serve as the chairperson of such Subcommittee. The chairperson or his or her designee, in collaboration with the Alliance Managers, will be responsible for calling meetings, preparing and circulating an agenda in advance of each meeting, and preparing and issuing minutes of each meeting within [***] thereafter. Such member minutes will not be finalized until all Subcommittee members have had an adequate opportunity to review and confirm the accuracy of such minutes. Each Party may designate an individual replace its representatives on each such Subcommittee at any time upon written notice to the other than himself Party. The Alliance Manager of each Party (or herself who is also an employee his or her designee) will attend each meeting of each Subcommittee as a non-voting participant. Each Subcommittee and its activities will be subject to the oversight of, and will report to, the JSC. Any disagreement between the representatives of the Participant or Affiliated Participants that appointed such member to serve Parties on a Subcommittee in lieu of the particular member. Any Subcommittee, will be referred to the extent provided in the JSC for resolution of the Operating Committee designating it and subject to Section 4.1 and non-waivable provisions of the Delaware Act, shall have and may exercise all the powers and authority of the Operating Committee in the management of the business and affairs of the Company as so specified in the resolution of the Operating Committee. Each Subcommittee shall keep minutes and make such reports as the Operating Committee may from time to time request. Except as the Operating Committee may otherwise determine, any Subcommittee may make rules for the conduct of its business, but unless otherwise provided by the Operating Committee or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in this Agreement for the Operating Committee. (b) The Operating Committee shall maintain a compliance Subcommittee (the “Compliance Subcommittee”). The Compliance Subcommittee’s purpose shall be to aid the Chief Compliance Officer (who shall directly report to the Operating Committee in accordance with Section 6.2(a)(iii4.6 (Decision-Making)) as necessary, including with respect to issues involving: (i) the maintenance of the confidentiality of information submitted to the Plan Processor or Central Repository pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; (ii) the timeliness, accuracy, and completeness of information submitted pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; and (iii) the manner in and extent to which each Participant is meeting its obligations under SEC Rule 613, Section 3.11, and as set forth elsewhere in this Agreement and ensuring the consistency of this Agreement’s enforcement as to all Participants.

Subcommittees. The JSC may by unanimous decision (awith each Party’s representatives together having a single vote) The Operating Committee may, by Majority Vote, designate by resolution one (1) or more establish and disband such subcommittees (each, a “SubcommitteeSubcommittees”) it deems as deemed necessary or desirable in furtherance by the JSC including based on the then current stage of Development and Commercialization. Each such Subcommittee shall consist of the management same number of representatives designated by each Party, which number shall be mutually agreed by the business and affairs Parties. Each Party shall be free to change its representatives or increase or decrease the number of its representatives on notice to the Company. For other or to send a substitute representative to any Subcommittee meeting; provided that each Party shall ensure that, at all times during the existence of any Subcommittee, any member its representatives on such Subcommittee are appropriate in terms of expertise and seniority for the then-current stage of Development and Commercialization of the Operating Committee who wants Licensed Product in the Field and have the authority to serve thereon may so serve, and if Affiliated Participants have collectively appointed one member bind such Party with respect to matters within the Operating Committee to represent them, then such Affiliated Participants may have only that member serve on purview of the Subcommittee or may decide not to have only that collectively appointed member serve on the relevant Subcommittee. Such member may designate an individual other than himself or herself who is also an employee Each Party’s representatives and any substitute for a representative shall be bound by the obligations of the Participant or Affiliated Participants that appointed such member to serve on a Subcommittee confidentiality set forth in lieu of the particular member. Any Subcommittee, to the extent provided in the resolution of the Operating Committee designating it and subject to Section 4.1 and non-waivable provisions of the Delaware Act, shall have and may exercise all the powers and authority of the Operating Committee in the management of the business and affairs of the Company as so specified in the resolution of the Operating Committee. Each Subcommittee shall keep minutes and make such reports as the Operating Committee may from time to time requestARTICLE XIII. Except as the Operating Committee may otherwise determine, any Subcommittee may make rules for the conduct of its business, but unless otherwise provided by the Operating Committee or in such rules, its business shall be conducted as nearly as possible in the same manner as is expressly provided in this Agreement Agreement, no Subcommittee shall have the authority to bind the Parties hereunder and each Subcommittee shall report to, and any decisions shall be made by, the JSC. The initial Subcommittees will be the Joint Research Committee (“JRC”), the Joint Development Committee for Program 1 (“Program 1 JDC”), the Joint Development Committee for the Operating Committee. [**] Co-Development Product (b“[**] JDC”), the Joint Development Committee for an Additional Co-Development Product (“Additional JDC”), the Joint Commercialization Committee for the Program 1 Product (“Program 1 JCC”), the Joint Commercialization Committee for the [**] Co-Detailing Product (“[**] JCC”), the Joint Manufacturing Committee (“JMC”), the Joint Intellectual Property Committee (“JIPC”) The Operating and the Joint Finance Committee shall maintain a compliance Subcommittee (the “Compliance SubcommitteeJFC”). The Compliance SubcommitteeJSC may by unanimous decision (with each Party’s purpose shall be representatives together having a single vote) modify the structure of the JRC to aid the Chief Compliance Officer (who shall directly report to the Operating Committee in accordance with Section 6.2(a)(iii)) create project-specific or multi-project specific JRCs as necessary, including with respect to issues involving: (i) the maintenance of the confidentiality of information submitted to the Plan Processor or Central Repository pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; (ii) the timeliness, accuracy, and completeness of information submitted pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; and (iii) the manner in and extent to which each Participant is meeting its obligations under SEC Rule 613, Section 3.11, and as set forth elsewhere in this Agreement and ensuring the consistency of this Agreement’s enforcement as to all Participants.

Subcommittees. (a) The Operating Committee JEC may, by Majority Voteunanimous agreement, designate by resolution one (1) establish and delegate specifically-defined duties to subcommittees and other operational committees or more ad-hoc subcommittees (eachon an “as-needed” basis to review, a “Subcommittee”) it deems necessary discuss, and, as applicable, oversee particular projects or desirable in furtherance activities. The initial subcommittees of the management JEC will be the Joint Development Committee (“JDC”), the Joint Medical Committee (“JMC”), the Joint Commercialization Committee (“JCC”), and the Joint Manufacturing and Supply Committee (“JMSC”). The JEC may, by unanimous agreement, disband such subcommittees as deemed necessary by the JEC. Each such subcommittee shall consist of the business same number of representatives designated by each Party, which number shall be agreed upon by the Parties. Each Party will be free to change its subcommittee representatives upon written notice to the other Party or by sending a substitute representative to any subcommittee meeting, but each Party shall ensure that, at all times during the existence of any subcommittee, such Party has appropriate representatives on such subcommittee in terms of experience, expertise, and affairs seniority for the then-current stage of Development or Commercialization of the Company. For any Subcommittee, any member Products and the authority to bind such Party with respect to matters within the purview of the Operating Committee who wants to serve thereon may so serverelevant subcommittee. Each Party shall ensure that its subcommittee representatives and any substitutes therefor, and if Affiliated Participants have collectively appointed one member to the Operating Committee to represent themany other individual attending any subcommittee meeting on such Party’s behalf, then such Affiliated Participants may have only shall be bound by obligations of non-use and confidentiality that member serve on the Subcommittee or may decide not to have only that collectively appointed member serve on the Subcommittee. Such member may designate an individual other than himself or herself who is also an employee are at least as protective of the Participant other Party’s Confidential Information as are those set forth in Article 13 (Confidentiality). The Alliance Managers of each Party (or Affiliated Participants that appointed such member to serve on a Subcommittee in lieu their designees) shall attend each meeting of the particular member. Any Subcommittee, to the extent provided in the resolution of the Operating Committee designating it and subject to Section 4.1 and each subcommittee as non-waivable provisions of the Delaware Act, shall have and may exercise all the powers and authority of the Operating Committee in the management of the business and affairs of the Company as so specified in the resolution of the Operating Committee. Each Subcommittee shall keep minutes and make such reports as the Operating Committee may from time to time requestvoting participants. Except as the Operating Committee may otherwise determine, any Subcommittee may make rules for the conduct of its business, but unless otherwise provided by the Operating Committee or in such rules, its business shall be conducted as nearly as possible in the same manner as is expressly provided in this Agreement Agreement, no subcommittee will have the authority to bind the Parties hereunder, and each subcommittee shall report to, and have any disputes in such committee resolved by, the JEC. No subcommittee’s authority may exceed the authority specified for such subcommittee in this Article 3 (Governance). Any disagreement between the Operating Committeerepresentatives of the Parties on a subcommittee shall be referred to the JEC for resolution in accordance with Section 3.7.2 (Escalation to JEC). (b) The Operating Committee Unless otherwise previously agreed in writing by the Alliance Managers or otherwise set out in this Agreement, the JDC shall maintain a compliance Subcommittee meet [**] until the earlier of (A) [**] or (B) [**], and otherwise each subcommittee shall meet at least [**] until the “Compliance Subcommittee”). The Compliance Subcommittee’s purpose shall be to aid the Chief Compliance Officer (who shall directly report to the Operating Committee in accordance with Section 6.2(a)(iii)) as necessary, including with respect to issues involving: earliest of (i) the maintenance of the confidentiality of information submitted to the Plan Processor or Central Repository pursuant to SEC Rule 613[**], applicable law, or this Agreement by Participants and Industry Members; (ii) the timeliness, accuracy, and completeness a Change of information submitted pursuant to SEC Rule 613, applicable lawControl of either Party, or this Agreement by Participants and Industry Members; and (iii) the manner in and extent to which each Participant is meeting its obligations under SEC Rule 613, Section 3.11[**], and thereafter shall meet [**] at a time agreed by the Parties, spaced at regular intervals unless the Parties agree in writing to a different frequency, with the location for such meetings to be determined by such subcommittee. Each subcommittee may meet in person, or alternatively, such subcommittee may meet by means of teleconference, videoconference, or other similar communications equipment. Either Party may also call a special meeting of each subcommittee by prior written notice to the other Party in the event such requesting Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, and such requesting Party shall provide such subcommittee, prior to the special meeting, with materials reasonably adequate to enable an informed decision on the relevant matter. No later than [**] prior to any meeting of any subcommittee (other than a special meeting as described above), a designated member of such subcommittee or, if such subcommittee so agrees, one of the Alliance Managers shall prepare and circulate an agenda for such meeting to all members of such subcommittee, but either Party will be free to propose additional topics to be included on such agenda, either prior to or during the course of such meeting. Each Party will bear the expense of its respective subcommittee members’ participation in subcommittee meetings. A designated member of each subcommittee or, if such subcommittee so agrees, one of the Alliance Managers shall be responsible for keeping written minutes of all such subcommittee’s meetings that reflect all decisions made at such meetings. Such designated subcommittee member or Alliance Manager shall send meeting minutes to each member of such subcommittee for review and approval within [**] after each meeting of such subcommittee. Such minutes will be deemed approved unless, through communication of the Alliance Managers, one or more members of such subcommittee objects to the accuracy of such minutes within [**] after receipt. Except as expressly set forth elsewhere in this Agreement and ensuring the consistency Section 3.2.4(b) (Subcommittees), no designated member of this Agreement’s enforcement as to all Participantsany subcommittee shall have any rights or powers greater than those of any other member of such subcommittee.

Subcommittees. (a) The Operating Committee JSC may, by Majority Votefrom time to time, designate by resolution one (1) or more establish subcommittees (each, a “Subcommittee”) as it deems necessary or desirable in furtherance to further the purposes of this Agreement, including, if Sutro exercises its Cost Share Option, (i) a joint development subcommittee and joint commercialization subcommittee to oversee, respectively, the conduct of the management Development and Commercialization activities for the Cost Share Products in the United States, (ii) a joint manufacturing committee to coordinate matters related to the Manufacture of Licensed Compounds and Licensed Products, (iii) a joint finance committee to coordinate matters related to reporting Development Costs, Commercialization Costs, Other Expenses and Cost Share Product Revenues or (iv) a joint co-promotion subcommittee to coordinate the co-Promotion of any CoPro Product. Each such subcommittee shall consist of the business and affairs same number of representatives designated by each Party, which number shall be mutually agreed by the Company. For any Subcommittee, any member of the Operating Committee who wants to serve thereon may so serve, and if Affiliated Participants have collectively appointed one member to the Operating Committee to represent them, then such Affiliated Participants may have only that member serve on the Subcommittee or may decide not to have only that collectively appointed member serve on the Subcommittee. Such member may designate an individual other than himself or herself who is also an employee of the Participant or Affiliated Participants that appointed such member to serve on a Subcommittee in lieu of the particular member. Any Subcommittee, to the extent provided in the resolution of the Operating Committee designating it and subject to Section 4.1 and non-waivable provisions of the Delaware Act, shall have and may exercise all the powers and authority of the Operating Committee in the management of the business and affairs of the Company as so specified in the resolution of the Operating CommitteeParties. Each Subcommittee shall keep minutes and make such reports as the Operating Committee subcommittee may change its size from time to time requeston mutual agreement of the Parties; provided, that the subcommittee shall consist at all times of an equal number of representatives of each Party. Except as the Operating Committee Each Party may otherwise determine, replace any Subcommittee may make rules for the conduct of its businesssubcommittee representatives with a qualified employee of such Party at any time upon written notice to the other Party. The subcommittee may invite non-members to participate in the discussions and meetings of the subcommittee; provided, but unless otherwise provided that such participants shall have no voting authority at the JSC and shall be bound by the Operating Committee or in such rules, its business shall be conducted as nearly as possible in the same manner as is confidentiality obligations no less stringent than those provided in this Agreement for Agreement. Each subcommittee will be led by a chairperson where the Operating Committee. (b) The Operating Committee shall maintain a compliance Subcommittee (Parties will alternate in appointing the “Compliance Subcommittee”)chairperson, the first chairperson will be appointed by [*]and each chairperson will remain in place [*]. The Compliance Subcommittee’s purpose role of the chairperson shall be to aid convene and preside at meetings of such subcommittee. The chairperson shall have no additional powers or rights beyond those held by the Chief Compliance Officer (who shall directly report to other subcommittee representatives. Each Party’s representatives on the Operating Committee in accordance with Section 6.2(a)(iii)) as necessary, including with respect to issues involving: (i) the maintenance of the confidentiality of information submitted to the Plan Processor or Central Repository pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; (ii) the timeliness, accuracysubcommittee, and completeness of information submitted pursuant to SEC Rule 613any replacement for any such representative, applicable law, or this Agreement shall be bound by Participants confidentiality and Industry Members; and (iii) non-use and invention assignment obligations consistent with the manner in and extent to which each Participant is meeting its obligations under SEC Rule 613, Section 3.11, and as set forth elsewhere in this Agreement and ensuring the consistency terms of this Agreement’s enforcement as to all Participants.

Subcommittees. (a) The Operating Committee mayPlanning Subcommittee, by Majority Vote, designate by resolution one (1) or more the Cost Allocation Subcommittee and the Legal Subcommittee shall be standing subcommittees (each, a “Subcommittee”) it deems necessary or desirable in furtherance of the management PMC. Pursuant to Section 8.3.9 herein, the PMC may establish and retire other subcommittees from time to time. The PMC shall specify the purposes and responsibilities of a proposed new subcommittee in the PMC approval item for the formation of the business and affairs subcommittee. Chairs of the Company. For any Planning Subcommittee, any member the Cost Allocation Subcommittee and the Legal Subcommittee shall be appointed by the PMC pursuant to Section 8.3.8 herein. Each Member shall appoint a representative to the Planning Subcommittee and to the Cost Allocation Subcommittee. Appointment of a representative to other subcommittees that may be established by the PMC shall be at each Member’s discretion, unless the PMC directs otherwise. The Legal Subcommittee will consist of two representatives per Member Sector who will be appointed by each of the Operating Committee who wants Member Sectors. The Legal Subcommittee representatives from each Member Sector will be attorneys, however, the Legal Subcommittee representatives are to serve thereon may so serveseek the input, as necessary and if Affiliated Participants have collectively appointed one member appropriate, of business/engineering staff of PMC Members. Notwithstanding anything to the Operating Committee contrary set forth in this Section 8.4, Member representatives appointed to represent themthe Legal Subcommittee will be appointed in accordance with the provisions of Section 10.1, then such Affiliated Participants may have only that member below. Each Member representative shall serve on the Subcommittee subcommittee at the pleasure of the Member, or Member Sector in the case of the Legal Subcommittee, that appointed the representative and may decide not be removed or replaced by such Member or Member Sector, as applicable, at any time. If a Member’s or Member Sector’s designated representative, as applicable, is unable to have only that collectively appointed member serve on attend or participate in a subcommittee meeting in person or by teleconference or video conference, the Subcommittee. Such member Member or Member Sector representative, as applicable, may designate an individual other than himself alternate person to represent the Member or herself who is also an employee of the Participant or Affiliated Participants that appointed such member to serve on a Subcommittee in lieu of the particular member. Any SubcommitteeMember Sector, to the extent provided as applicable, in the resolution of the Operating Committee designating it and subject to Section 4.1 and non-waivable provisions of the Delaware Act, shall have and may exercise all the powers and authority of the Operating Committee in the management of the business and affairs of the Company as so specified in the resolution of the Operating Committee. Each Subcommittee shall keep minutes and make such reports as the Operating Committee may from time to time request. Except as the Operating Committee may otherwise determine, any Subcommittee may make rules for the conduct of its business, but unless otherwise provided by the Operating Committee or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in this Agreement for the Operating Committeemeeting. (b) The Operating Committee shall maintain a compliance Subcommittee (the “Compliance Subcommittee”). The Compliance Subcommittee’s purpose shall be to aid the Chief Compliance Officer (who shall directly report to the Operating Committee in accordance with Section 6.2(a)(iii)) as necessary, including with respect to issues involving: (i) the maintenance of the confidentiality of information submitted to the Plan Processor or Central Repository pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; (ii) the timeliness, accuracy, and completeness of information submitted pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; and (iii) the manner in and extent to which each Participant is meeting its obligations under SEC Rule 613, Section 3.11, and as set forth elsewhere in this Agreement and ensuring the consistency of this Agreement’s enforcement as to all Participants.

Subcommittees. The JSC shall be empowered to create one or more subcommittees, project teams or working groups, as it may deem appropriate or necessary. Each such subcommittee, project team and working group shall report to the JSC, which shall have authority to approve or reject recommendations or actions proposed thereby, subject to the terms of this Agreement. In general, the parties contemplate that all JSC subcommittees shall have an equal number of members appointed by each party. (a) The Operating Committee may, by Majority Vote, designate by resolution one Within sixty (160) or more subcommittees (each, a “Subcommittee”) it deems necessary or desirable in furtherance days of the management Effective Date, the JSC shall establish a research committee to oversee the non-clinical research activities of the business collaboration (“Research Committee”). The Research Committee shall be responsible for the development, management, and affairs performance of the CompanyResearch Plan and Research Program, and any other non-clinical activities as determined by the JSC. For any SubcommitteeThe Research Committee shall be composed of three (3) senior, any member qualified representatives from each of AI and PFIZER (or their Affiliates), and a representative from each of AI and PFIZER shall jointly chair the Research Committee. Decisions shall be made by consensus, and in the event a consensus is not reached within ten (10) Business Days after it is first presented to the joint chairs of the Operating Committee who wants to serve thereon may so serve, and if Affiliated Participants have collectively appointed one member to the Operating Committee to represent themResearch Committee, then such Affiliated Participants may have only that member serve on the Subcommittee or may decide not to have only that collectively appointed member serve on the Subcommittee. Such member may designate an individual other than himself or herself who is also an employee of the Participant or Affiliated Participants that appointed such member to serve on a Subcommittee in lieu of the particular member. Any Subcommittee, decisions shall be submitted as soon as possible to the extent provided in the resolution of the Operating Committee designating it and subject to Section 4.1 and non-waivable provisions of the Delaware Act, shall have and may exercise all the powers and authority of the Operating Committee in the management of the business and affairs of the Company as so specified in the resolution of the Operating Committee. Each Subcommittee shall keep minutes and make such reports as the Operating Committee may from time to time request. Except as the Operating Committee may otherwise determine, any Subcommittee may make rules JSC for the conduct of its business, but unless otherwise provided by the Operating Committee or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in this Agreement for the Operating Committeedecision. (b) The Operating Within ninety (90) days of the Effective Date, the JSC shall establish a Development & Regulatory Committee shall maintain a compliance Subcommittee responsible for overall strategic and business guidance with respect to the development, management and performance of the Clinical Development Program and Clinical Development Plan(s), the coordination and alignment of the global clinical development and regulatory strategies for MultiStem Products and Licensed Products and Combination Products both inside and outside the Field (the “Compliance SubcommitteeDevelopment & Regulatory Committee”). The Compliance Subcommittee’s purpose Development & Regulatory Committee shall be to aid composed of an equal number of senior, qualified representatives from each of AI and PFIZER (or their Affiliates), and a representative from each of AI and PFIZER shall jointly chair the Chief Compliance Officer Development & Regulatory Committee. Decisions shall be made by consensus, and in the event a consensus is not reached within ten (who shall directly report 10) Business Days after it is first presented to the Operating joint chairs of the Development & Regulatory Committee, then such decisions shall be submitted as soon as possible to the JSC for decision. In the event ATHERSYS fails to perform any material obligation or activity assigned to it under a Clinical Development Plan for a Clinical Development Candidate and does not cure such failure promptly after notice thereof, PFIZER may elect to suspend or terminate all responsibilities of the JSC and the Development & Regulatory Committee in respect of that Licensed Product. (c) As soon as the JSC determines, but not later than the end of the Research Term, the JSC shall establish a manufacturing committee to oversee the supply of Licensed Product for the Field, and ensure cooperation regarding the then cGMP manufacturing standards and regulatory requirements, product specifications and testing methods (“Manufacturing Committee”). The Manufacturing Committee shall be responsible for ensuring the supply of Licensed Product for the Field in accordance with Section 6.2(a)(iii)) as necessaryregulatory requirements and industry standards, including with respect forecasting supply requirements and contingency planning and actions for back-up supply and supply disruptions, and any other activities as determined by the JSC. The Manufacturing Committee shall be composed of three (3) senior, qualified representatives from each of AI and PFIZER (or their Affiliates), and a representative from each of AI and PFIZER shall jointly chair the Manufacturing Committee. Decisions shall be made by consensus, and in the event a consensus is not reached within ten (10) Business Days after it is first presented to issues involving: (i) the maintenance joint chairs of the confidentiality of information Manufacturing Committee, then such decisions shall be submitted as soon as possible to the Plan Processor or Central Repository pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; (ii) the timeliness, accuracy, and completeness of information submitted pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; and (iii) the manner in and extent to which each Participant is meeting its obligations under SEC Rule 613, Section 3.11, and as set forth elsewhere in this Agreement and ensuring the consistency of this Agreement’s enforcement as to all ParticipantsJSC for decision.

Subcommittees. The JSC may by unanimous decision (awith each Party’s representatives together having a single vote) The Operating Committee may, by Majority Vote, designate by resolution one (1) or more establish and disband such subcommittees (each, a “SubcommitteeSubcommittees”) it deems as deemed necessary or desirable in furtherance by the JSC including based on the then current stage of Development and Commercialization. Each such Subcommittee shall consist of the management same number of representatives designated by each Party, which number shall be mutually agreed by the business and affairs Parties. Each Party shall be free to change its representatives or increase or decrease the number of its representatives on notice to the Company. For other or to send a substitute representative to any Subcommittee meeting; provided that each Party shall ensure that, at all times during the existence of any Subcommittee, any member its representatives on such Subcommittee are appropriate in terms of expertise and seniority for the then-current stage of Development and Commercialization of the Operating Committee who wants Licensed Product in the Field and have the authority to serve thereon may so serve, and if Affiliated Participants have collectively appointed one member bind such Party with respect to matters within the Operating Committee to represent them, then such Affiliated Participants may have only that member serve on purview of the Subcommittee or may decide not to have only that collectively appointed member serve on the relevant Subcommittee. Such member may designate an individual other than himself or herself who is also an employee Each Party’s representatives and any substitute for a representative shall be bound by the obligations of the Participant or Affiliated Participants that appointed such member to serve on a Subcommittee confidentiality set forth in lieu of the particular member. Any Subcommittee, to the extent provided in the resolution of the Operating Committee designating it and subject to Section 4.1 and non-waivable provisions of the Delaware Act, shall have and may exercise all the powers and authority of the Operating Committee in the management of the business and affairs of the Company as so specified in the resolution of the Operating Committee. Each Subcommittee shall keep minutes and make such reports as the Operating Committee may from time to time requestARTICLE XIII. Except as the Operating Committee may otherwise determine, any Subcommittee may make rules for the conduct of its business, but unless otherwise provided by the Operating Committee or in such rules, its business shall be conducted as nearly as possible in the same manner as is expressly provided in this Agreement Agreement, no Subcommittee shall have the authority to bind the Parties hereunder and each Subcommittee shall report to, and any decisions shall be made by, the JSC. The initial Subcommittees will be the Joint Research Committee (“JRC”), the Joint Development Committee for Program 1 (“Program 1 JDC”), the Joint Development Committee for the Operating Committee. [**] Co-Development Product (b“[**] JDC”), the Joint Development Committee for an Additional Co-Development Product (“Additional JDC”), the Joint Commercialization Committee for the Program 1 Product (“Program 1 JCC”), the Joint Commercialization Committee for the [**] Co-Detailing Product (“[**] JCC”), the Joint Manufacturing Committee (“JMC”), the Joint Intellectual Property Committee (“JIPC”) The Operating and the Joint Finance Committee shall maintain a compliance Subcommittee (the “Compliance SubcommitteeJFC”). The Compliance Subcommittee’s purpose shall be to aid the Chief Compliance Officer (who shall directly report to the Operating Committee in accordance with Section 6.2(a)(iii)) as necessary, including with respect to issues involving: (i) the maintenance of the confidentiality of information submitted to the Plan Processor or Central Repository pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; (ii) the timeliness, accuracy, and completeness of information submitted pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; and (iii) the manner in and extent to which each Participant is meeting its obligations under SEC Rule 613, Section 3.11, and as set forth elsewhere in this Agreement and ensuring the consistency of this Agreement’s enforcement as to all Participants.JSC may

Subcommittees. The JSC may by unanimous decision (awith each Party’s representatives together having a single vote) The Operating Committee may, by Majority Vote, designate by resolution one (1) or more establish and disband such subcommittees (each, a “SubcommitteeSubcommittees”) it deems as deemed necessary or desirable in furtherance by the JSC including based on the then current stage of Development and Commercialization. Each such Subcommittee shall consist of the management same number of representatives designated by each Party, which number shall be mutually agreed by the business and affairs Parties. Each Party shall be free to change its representatives or increase or decrease the number of its representatives on notice to the Company. For other or to send a substitute representative to any Subcommittee meeting; provided that each Party shall ensure that, at all times during the existence of any Subcommittee, any member its representatives on such Subcommittee are appropriate in terms of expertise and seniority for the then-current stage of Development and Commercialization of the Operating Committee who wants Licensed Product in the Field and have the authority to serve thereon may so serve, and if Affiliated Participants have collectively appointed one member bind such Party with respect to matters within the Operating Committee to represent them, then such Affiliated Participants may have only that member serve on purview of the Subcommittee or may decide not to have only that collectively appointed member serve on the relevant Subcommittee. Such member may designate an individual other than himself or herself who is also an employee Each Party’s representatives and any substitute for a representative shall be bound by the obligations of the Participant or Affiliated Participants that appointed such member to serve on a Subcommittee confidentiality set forth in lieu of the particular member. Any Subcommittee, to the extent provided in the resolution of the Operating Committee designating it and subject to Section 4.1 and non-waivable provisions of the Delaware Act, shall have and may exercise all the powers and authority of the Operating Committee in the management of the business and affairs of the Company as so specified in the resolution of the Operating Committee. Each Subcommittee shall keep minutes and make such reports as the Operating Committee may from time to time requestARTICLE XIII. Except as the Operating Committee may otherwise determine, any Subcommittee may make rules for the conduct of its business, but unless otherwise provided by the Operating Committee or in such rules, its business shall be conducted as nearly as possible in the same manner as is expressly provided in this Agreement Agreement, no Subcommittee shall have the authority to bind the Parties hereunder and each Subcommittee shall report to, and any decisions shall be made by, the JSC. The initial Subcommittees will be the Joint Research Committee (“JRC”), the Joint Development Committee for Program 1 (“Program 1 JDC”), the Joint Development Committee for the Operating Committee. [*] Co-Development Product (b“[*] JDC”), the Joint Development Committee for an Additional Co-Development Product [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested Under 17 C.F.R.§§ 200.80(b)(4) The Operating and 240-24b-2 (“Additional JDC”), the Joint Commercialization Committee shall maintain a compliance Subcommittee for the Program 1 Product (“Program 1 JCC”), the Joint Commercialization Committee for the [*] Co-Detailing Product (“Compliance Subcommittee[*] JCC”), the Joint Manufacturing Committee (“JMC”), the Joint Intellectual Property Committee (“JIPC”) and the Joint Finance Committee (“JFC”). The Compliance SubcommitteeJSC may by unanimous decision (with each Party’s purpose shall be representatives together having a single vote) modify the structure of the JRC to aid the Chief Compliance Officer (who shall directly report to the Operating Committee in accordance with Section 6.2(a)(iii)) create project-specific or multi-project specific JRCs as necessary, including with respect to issues involving: (i) the maintenance of the confidentiality of information submitted to the Plan Processor or Central Repository pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; (ii) the timeliness, accuracy, and completeness of information submitted pursuant to SEC Rule 613, applicable law, or this Agreement by Participants and Industry Members; and (iii) the manner in and extent to which each Participant is meeting its obligations under SEC Rule 613, Section 3.11, and as set forth elsewhere in this Agreement and ensuring the consistency of this Agreement’s enforcement as to all Participants.