Common use of Voting for Directors Clause in Contracts

Voting for Directors. At the first annual meeting of the Stockholders of the Corporation after the Stage I Closing, and thereafter at each annual meeting and each special meeting of the Stockholders of the Corporation called for the purposes of electing directors of the Corporation, and at any time at which Stockholders of the Corporation shall have the right to, or shall, vote or consent to the election of directors, then, in each such event, each Stockholder shall vote all shares of Preferred Stock, Common Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him or her, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwise: (a) to fix and maintain the number of directors on the Board at seven (7); (b) to the extent entitled under the Certificate as in effect as of the date of this Agreement, to elect as Directors of the Corporation on the date hereof and in any subsequent election of Directors the following individuals: (i) in the case of the two (2) directors to be elected by the holders of Series A-1 Preferred Stock under the Certificate, two (2) individuals to be designated by the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series A-1 Preferred Stock (the “Series A-1 Directors”), who shall initially be Xxxxxxx Xxxxxxx and Xxxxxx Muenchbach. (ii) in the case of the one (1) director to be elected by the G3 Holders (as defined in the Certificate), one (1) director to be designated by the affirmative vote or written consent of those G3 Holders holding a majority of the shares held by the G3 Holders (the “Specified Preferred Director”), who shall initially be Xxxxxxxx Xxxxxxx, provided, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Specified Preferred Director, a G3 Holder together with members of such G3 Holders’ Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by such G3 Holder and members of such G3 Holders’ Group; (iii) in the case of the one (1) director to be elected by MPM, one (1) director to be designated by the affirmative vote or written consent of MPM, provided that such director be an individual with particular expertise in the development of pharmaceutical products, as reasonably determined by MPM, if any (the “Industry Expert Director” and together with the Series A-1 Directors and the Specified Preferred Director, the “Investor Directors”), who shall initially be Xxxxxxxxx Xxxxxx, provided, further, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Industry Expert Preferred Director, MPM together with members of the MPM Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by MPM and members of the MPM Group. (iv) in the case of the remaining directors to be elected by the holders of Preferred Stock and Common Stock, voting together as a single class, under the Certificate, three (3) individuals as follows: a. two industry or market experts, each of whom shall be designated by a majority of the other members of the Board, including a majority of the Investor Directors (the “Independent Directors”), and who shall initially be Xxxx Xxxxxxxx and Xxxx Xxxxxx; and b. the Chief Executive Officer of the Corporation, who shall initially be Xxxxxxx Xxxxxx.

Voting for Directors. At the first each annual meeting of the Stockholders stockholders of the Corporation after the Stage I Closing, and thereafter at each annual meeting and each special meeting of the Stockholders stockholders of the Corporation called for the purposes of electing directors of the Corporation, and at any time at which Stockholders stockholders of the Corporation shall have the right to, or shall, vote for or consent to the election of directors, then, in each such event, each Original Stockholder and each Investor shall vote all shares of Preferred Common Stock, Common Preferred Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him her or herhim, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwiseotherwise as follows: (a) to fix and maintain the number of directors on the Board of Directors at seven eleven (711); (b) as to the extent entitled under the Certificate as in effect as Series A Stockholders, pursuant to Paragraph A.6(b)(viii) of Article III of the date of this AgreementCertificate, to elect as Directors of to the Corporation on the date hereof and in any subsequent election of Directors the following individuals: (i) in the case of the Board two (2) directors designated by HCV VI (the "Series A Directors"), one of whom must be a biotechnology industry expert not affiliated with HCV or any member of the HCV Group (the "Unaffiliated HCV Director"); the Series A Director who is not the Unaffiliated HCV Director (such Series A Director is sometimes referred to be elected by herein as the holders "HCV Director") shall also serve on each committee of Series A-1 Preferred Stock under the Board of Directors; (c) as to B Stockholders, pursuant to Paragraph A.6(b)(vi) of Article III of the Certificate, two to elect to the Board one (21) individuals director designated by the members of the MDS Group then holding Preferred Stock (the "B Director"), who shall also serve on the Compensation Committee of the Board of Directors; (d) as to Series C Stockholders, pursuant to Paragraph A.6(b)(i) of Article III of the Certificate, to elect to the Board one (1) director, who shall be designated by VenGrowth (the affirmative vote or written consent "VenGrowth Director"); and (e) as to Series C-2 Stockholders, pursuant to Paragraph A.6(b)(iii) of Article III of the Certificate, to elect to the Board five (5) directors (the "Series C-2 Directors"), who shall be designated by holders of a majority of the outstanding shares of Series A-1 C-2 Preferred Stock then outstanding, voting as a separate class (such holders being referred to herein as the “"Majority Series A-1 Directors”C-2 Holders"), who provided, however, the right herein of the Majority Series C-2 Holders to designate the Series C-2 Directors shall initially be Xxxxxxx Xxxxxxx and Xxxxxx Muenchbach.terminate on [September 29], 2007; (iif) in to elect to the case of the Board one (1) director to be elected by (the G3 Holders (as defined in the Certificate), one (1"BioVentures Director") director to be designated by the affirmative vote or written consent of those G3 Holders holding a majority BioVentures Investors Limited Partnership II ("BioVentures Investors") so long as BioVentures Investors shall own at least 50% of the shares held by Series B Preferred Shares that it owns on the G3 Holders (the “Specified Preferred Director”), who shall initially be Xxxxxxxx Xxxxxxx, provided, however, that in order to be eligible to vote or consent with respect to the designation date of an individual as a nominee for election as the Specified Preferred Director, a G3 Holder together with members of such G3 Holders’ Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by such G3 Holder and members of such G3 Holders’ Group; (iii) in the case of the one (1) director to be elected by MPM, one (1) director to be designated by the affirmative vote or written consent of MPM, provided that such director be an individual with particular expertise in the development of pharmaceutical products, as reasonably determined by MPM, if any (the “Industry Expert Director” and together with the Series A-1 Directors and the Specified Preferred Director, the “Investor Directors”), who shall initially be Xxxxxxxxx Xxxxxx, provided, further, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Industry Expert Preferred Director, MPM together with members of the MPM Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by MPM and members of the MPM Groupthis Agreement. (iv) in the case of the remaining directors to be elected by the holders of Preferred Stock and Common Stock, voting together as a single class, under the Certificate, three (3) individuals as follows: a. two industry or market experts, each of whom shall be designated by a majority of the other members of the Board, including a majority of the Investor Directors (the “Independent Directors”), and who shall initially be Xxxx Xxxxxxxx and Xxxx Xxxxxx; and b. the Chief Executive Officer of the Corporation, who shall initially be Xxxxxxx Xxxxxx.

Voting for Directors. At the first annual meeting of the Stockholders of the Corporation after the Stage I ClosingInitial Closing (as defined in the Stock Purchase Agreement), and thereafter at each annual meeting and each special meeting of the Stockholders of the Corporation called for the purposes of electing directors of the Corporation, and at any time at which Stockholders of the Corporation shall have the right to, or shall, vote or consent to the election of directors, then, in each such event, each Stockholder shall vote all shares of Preferred Stock, Common Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him or her, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwise: (a) to fix and maintain the number of directors on the Board at seven eight (7)8); (b) to the extent entitled under the Certificate as in effect as of the date of this Agreement, to elect as Directors of the Corporation on the date hereof and in any subsequent election of Directors the following individuals: (i) in the case of the two (2) directors to be elected by the holders of Series A-1 Preferred Stock under the Certificate, two (2) individuals to be designated by the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series A-1 Preferred Stock (the “Series A-1 Directors”), who shall initially be Xxxxxxx Xxxxxxx and Xxxxxx MuenchbachXxxxxxxxx. (ii) in the case of the one (1) director to be elected by the G3 Holders (as defined in the Series A-1 Certificate), one (1) director individual to be designated by the affirmative vote or written consent of those G3 Holders holding a majority the holders of at least 70% of the outstanding shares held by the G3 Holders of Series B Preferred Stock (the “Specified Preferred Series B Director”), who shall initially be Xxxxxxxx Xxxxxxx, provided, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Specified Preferred Director, a G3 Holder together with members of such G3 Holders’ Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by such G3 Holder and members of such G3 Holders’ Group;Xxxxxx Xxxxx-Embiricos. (iii) in the case of the one (1) director to be elected by MPM, one (1) director to be designated by the affirmative vote or written consent of MPM, provided that such director be an individual with particular expertise in the development of pharmaceutical products, as reasonably determined by MPM, if any (the “Industry Expert Director” and together with the Series A-1 Directors B Director and the Specified Preferred DirectorSeries A-1 Directors, the “Investor Directors”), who shall initially be Xxxxxxxxx Xxxxxx, provided, further, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Industry Expert Preferred Director, MPM together with members of the MPM Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by MPM and members of the MPM Group. (iv) in the case of the remaining directors to be elected by the holders of Preferred Stock and Common Stock, voting together as a single class, under the Certificate, three four (34) individuals as follows: a. two industry or market experts, each of whom shall be designated by a majority of the other members of the Board, including a majority of the Investor Directors (the “Independent Directors”), and who shall initially be Xxxx Xxxxxxxx and Xxxx Xxxxxx; and b. the Chief Executive Officer of the Corporation, who shall initially be Xxxxxxx Xxxxxx.

Voting for Directors. At The holders of Series A Preferred Shares shall, voting together as a class, have the first annual meeting of the Stockholders of the Corporation after the Stage I Closing, and thereafter at each annual meeting and each special meeting of the Stockholders of the Corporation called for the purposes of electing right to elect three (3) directors of the Corporation, and at any time at which Stockholders . The holders of the Corporation Common Shares, together with the holders of Series A Preferred Shares voting together on an as converted basis, shall have the right toto elect the remaining directors of the Corporation. In the case of any vacancy on the Board of Directors occurring among the directors elected by a specified group of shareholders and not caused by removal, the remaining director or shalldirectors so elected by such specified group may elect a successor to hold the office for the unexpired term of such director. Any director who shall have been elected by a specified group of shareholders may be removed during the aforesaid term of office, vote either for or consent to without cause, by, and only by, (a) in the election case of the directors elected by the holders of the Series A Preferred Shares, the affirmative voted of the holders of a majority of the shares of such specified group, and (b) in the case of the balance of the directors, thenthe affirmative vote of the holders of a majority of the shares voted at a duly called meeting held to consider such action, in each case given at a special meeting of such eventshareholders duly called or by an action by written consent for that purpose, each Stockholder shall vote all shares of Preferred Stock, Common Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) such vacancy thereby created may be filled only by it, him or her, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwise: (a) to fix and maintain the number of directors on the Board at seven (7); (b) to the extent entitled under the Certificate as in effect as of the date of this Agreement, to elect as Directors of the Corporation on the date hereof and in any subsequent election of Directors the following individuals: (i) in the case of the two (2) directors to be elected by the holders of the Series A-1 A Preferred Stock under Shares, the Certificate, two (2) individuals to be designated by the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series A-1 Preferred Stock (the “Series A-1 Directors”)such specified group represented at such meeting or in such consent, who shall initially be Xxxxxxx Xxxxxxx and Xxxxxx Muenchbach. (ii) in the case of the balance of the directors, the affirmative vote of the holders of a majority of the shares voted at a duly called meeting held to consider such action. In addition, notwithstanding anything to the contrary contained herein, (i) at such time as the voting rights attaching to all Series A Preferred Shares outstanding represent less than 11.36% of the voting rights attached to all outstanding Common Shares and Series A Preferred Shares, the holders of the Series A Preferred Shares shall only have the right to elect two (2) directors of the Corporation, (ii) at such time as the voting rights attaching to all outstanding Series A Preferred Shares represent less than 8.86% of the voting rights attached to all outstanding Common Shares and Series A Preferred Shares, the holders of the Series A Preferred Shares shall only have the right to elect one (1) director to be elected by the G3 Holders (as defined in the Certificate), one (1) director to be designated by the affirmative vote or written consent of those G3 Holders holding a majority of the shares held by the G3 Holders (the “Specified Preferred Director”), who shall initially be Xxxxxxxx Xxxxxxx, provided, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Specified Preferred Director, a G3 Holder together with members of such G3 Holders’ Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by such G3 Holder and members of such G3 Holders’ Group; (iii) in the case of the one (1) director to be elected by MPM, one (1) director to be designated by the affirmative vote or written consent of MPM, provided that such director be an individual with particular expertise in the development of pharmaceutical products, as reasonably determined by MPM, if any (the “Industry Expert Director” and together with the Series A-1 Directors and the Specified Preferred Director, the “Investor Directors”), who shall initially be Xxxxxxxxx Xxxxxx, provided, further, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Industry Expert Preferred Director, MPM together with members of the MPM Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by MPM and members of the MPM Group. (iv) in the case of the remaining directors to be elected by the holders of Preferred Stock and Common Stock, voting together as a single class, under the Certificate, three (3) individuals as follows: a. two industry or market experts, each of whom shall be designated by a majority of the other members of the Board, including a majority of the Investor Directors (the “Independent Directors”), and who shall initially be Xxxx Xxxxxxxx and Xxxx Xxxxxx; and b. the Chief Executive Officer of the Corporation, who and (iii) at such time as the voting rights attaching to all outstanding Series A Preferred Shares represent less than 6.36% of the voting rights attached to all outstanding Common Shares and Series A Preferred Shares, the holders of the Series A Preferred Shares shall initially not be Xxxxxxx Xxxxxxentitled to any preferential rights in electing the directors of the Corporation."

Voting for Directors. At (i) Xxxxxx and the first annual meeting Investor Stockholders hereby covenant and agree to vote all of their shares of Common Stock or consent in writing to elect to the Board (x) such designees of Xxxxxx as Xxxxxx may from time to time designate, and; (y) so long as Eos and Eos II continue to own at least 20% of the Stockholders of the Corporation after the Stage I Closing, Shares held by Eos and thereafter at each annual meeting and each special meeting of the Stockholders of the Corporation called for the purposes of electing directors of the Corporation, and at any time at which Stockholders of the Corporation shall have the right to, or shall, vote or consent to the election of directors, then, in each such event, each Stockholder shall vote all shares of Preferred Stock, Common Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him or her, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwise: (a) to fix and maintain the number of directors on the Board at seven (7); (b) to the extent entitled under the Certificate as in effect Eos II as of the date of this Agreement, to elect as Directors of the Corporation on the date hereof and in any subsequent election of Directors the following individuals: (i) in the case of the two (2) directors to be elected by the holders of Series A-1 Preferred Stock under the Certificatehereof, two (2) individuals to be designated by the affirmative vote or written consent designees of the holders of a majority of the outstanding shares of Series A-1 Preferred Stock Eos (the “Series A-1 DirectorsEos Representatives”), who initially shall initially be Xxxxxxx Xxxxxxx Xxx Xxxxxx and Xxxxx Xxxxx. Xxxxxx Muenchbachand Eos shall be entitled to designate their respective successor directors designated pursuant to clauses (x) and (y) above. Xxxxxx and the Investor Stockholders shall not vote their shares of Common Stock to remove any director unless removal is required by the party or parties with the power to designate such director and shall vote their shares of Common Stock to fill any vacancy created by such removal for the election of a new director designated and approved in accordance with the immediately preceding sentence. (ii) in the case As long as ACAS and American Capital continue to own at least 20% of the one Shares held by ACAS and American Capital as of the date hereof, Xxxxxx agrees to designate Xxx Xxxxxxxx or another representative of ACAS reasonably acceptable to Xxxxxx (1the “ACAS Representative”) director to be elected by to the G3 Holders Board provided that (as defined subject to the following sentence) Xxxxxx may (at any time and from time to time) remove the ACAS Representative from the Board in its sole discretion. Notwithstanding the foregoing, in the Certificate), one (1) director to be designated by event that the affirmative vote or written consent of those G3 Holders holding ACAS Representative is not elected as a majority member of the shares held by Board, the G3 Holders (the “Specified Preferred Director”), who ACAS Representative shall initially be Xxxxxxxx Xxxxxxx, provided, however, that in order permitted to be eligible to vote or consent with respect to the designation of attend all Board meetings as an individual as a nominee for election as the Specified Preferred Director, a G3 Holder together with members of such G3 Holders’ Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by such G3 Holder and members of such G3 Holders’ Group;observer. (iii) The Company shall reimburse the Eos Representatives and the ACAS Representative for the customary and reasonable expenses of attending meetings of the Board (including any committee meetings), whether as a member of the Board or as an observer hereunder. The Company shall provide to the Eos Representatives and ACAS Representative prior written notice of every meeting of its Board (and any committee meeting thereof) at the same time and in the case same manner as notice is given to the other directors of the one Company. The Company shall provide to the Eos Representatives and the ACAS Representative copies of all written materials and other information given to the other directors of the Company in connection with such meetings or otherwise (1) director including, without limitation, all resolutions proposed to be elected adopted by MPM, one (1) director to be designated by the affirmative vote or written consent in lieu of MPM, a meeting of the Board and all information provided that such director be an individual with particular expertise in the development of pharmaceutical products, as reasonably determined by MPM, if any (the “Industry Expert Director” and together with the Series A-1 Directors and the Specified Preferred Director, the “Investor Directors”), who shall initially be Xxxxxxxxx Xxxxxx, provided, further, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Industry Expert Preferred Director, MPM together with members other directors of the MPM Group must hold greater than twenty percent (20%Company in connection therewith) of at the Preferred Stock purchased under same time such materials or information is given to the Series A-1 Stock Purchase Agreement by MPM and members of the MPM Groupother directors. (iv) in The Board may, from time to time, establish and maintain certain committees. To the case extent permitted by applicable law, the Board shall permit the ACAS Representative and the Eos Representatives to attend as observers all meetings of the remaining directors to be elected each committee formed by the holders of Preferred Stock and Common Stock, voting together as a single class, under the Certificate, three (3) individuals as follows: a. two industry or market experts, each of whom shall be designated by a majority of the other members of the Board, including a majority of the Investor Directors (the “Independent Directors”), and who shall initially be Xxxx Xxxxxxxx and Xxxx Xxxxxx; and b. the Chief Executive Officer of the Corporation, who shall initially be Xxxxxxx Xxxxxx.

Voting for Directors. At 1. Each Stockholder hereby agrees to vote all Voting Shares of the first annual meeting Company now or hereafter owned or controlled by such Stockholder, directly or indirectly, and otherwise to use such Stockholder's best efforts as a stockholder of the Company to elect as Directors, in any election of Directors of the Company, the persons designated by the Investors. 2. The initial Director-designees of the Investors are set forth on Schedule 3 hereto. After the election of such initial Director-designees, the Company shall furnish written notice of Director-designees of the Investors to the Stockholders at least five (5) days before any election of Directors. In the absence of such notice, the Directors then serving and previously designated shall be reelected if still eligible to serve as provided herein. No Stockholder shall vote to remove any member of the Board of Directors designated in accordance with the aforesaid procedure unless the Investors so vote, and if the Investors so vote, then all Stockholders shall likewise so vote. 3. Any vacancy on the Board of Directors created by the resignation, removal, incapacity or death of any person designated under this Section B shall be filled by another person designated by the Investors. Each of the Stockholders shall vote their respective Voting Shares in accordance with such new designation, and any such vacancy shall not be filled in the absence of a new designation by the Investors. 4. Each of the Corporation after parties hereto acknowledges and agrees that, notwithstanding the Stage I Closingtermination provisions set forth in Section H below, and thereafter at each annual meeting and each special meeting the obligations of the Stockholders under this Section B shall terminate and be of no further force and effect upon the termination of the Corporation called for Investors' contractual right from the purposes of electing directors of the Corporation, and at any time at which Stockholders of the Corporation shall have the right to, Company to designate one or shall, vote or consent more nominees to the election Board of directors, then, in each such event, each Stockholder shall vote all shares of Preferred Stock, Common Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him or her, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwise: (a) to fix and maintain the number of directors on the Board at seven (7); (b) to the extent entitled under the Certificate as in effect as of the date of this Agreement, to elect as Directors of the Corporation on the date hereof and in any subsequent election of Directors the following individuals: (i) in the case of the two (2) directors to be elected by the holders of Series A-1 Preferred Stock under the Certificate, two (2) individuals to be designated by the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series A-1 Preferred Stock (the “Series A-1 Directors”), who shall initially be Xxxxxxx Xxxxxxx and Xxxxxx MuenchbachCompany. (ii) in the case of the one (1) director to be elected by the G3 Holders (as defined in the Certificate), one (1) director to be designated by the affirmative vote or written consent of those G3 Holders holding a majority of the shares held by the G3 Holders (the “Specified Preferred Director”), who shall initially be Xxxxxxxx Xxxxxxx, provided, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Specified Preferred Director, a G3 Holder together with members of such G3 Holders’ Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by such G3 Holder and members of such G3 Holders’ Group; (iii) in the case of the one (1) director to be elected by MPM, one (1) director to be designated by the affirmative vote or written consent of MPM, provided that such director be an individual with particular expertise in the development of pharmaceutical products, as reasonably determined by MPM, if any (the “Industry Expert Director” and together with the Series A-1 Directors and the Specified Preferred Director, the “Investor Directors”), who shall initially be Xxxxxxxxx Xxxxxx, provided, further, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Industry Expert Preferred Director, MPM together with members of the MPM Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by MPM and members of the MPM Group. (iv) in the case of the remaining directors to be elected by the holders of Preferred Stock and Common Stock, voting together as a single class, under the Certificate, three (3) individuals as follows: a. two industry or market experts, each of whom shall be designated by a majority of the other members of the Board, including a majority of the Investor Directors (the “Independent Directors”), and who shall initially be Xxxx Xxxxxxxx and Xxxx Xxxxxx; and b. the Chief Executive Officer of the Corporation, who shall initially be Xxxxxxx Xxxxxx.

Voting for Directors. At the first each annual meeting of the Stockholders stockholders of the Corporation after the Stage I Closing, and thereafter at each annual meeting and each special meeting of the Stockholders stockholders of the Corporation called for the purposes of electing directors of the Corporation, and at any time at which Stockholders stockholders of the Corporation shall have the right to, or shall, vote for or consent to the election of directors, then, in each such event, each Original Stockholder and each Investor shall vote all shares of Series A Preferred Stock, Common Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him such Original Stockholder or herInvestor, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwise: : (a) to fix and maintain the number of directors on the Board of the Corporation at seven (7); ; (b) pursuant to the extent entitled under the Certificate as in effect as Paragraph A.5(b)(i) of Article III of the date of this AgreementCertificate, to elect as Directors of to the Corporation on the date hereof and in any subsequent election of Directors the following individuals: (i) in the case of the two (2) directors to be elected by the holders of Series A-1 Preferred Stock under the Certificate, two (2) individuals to be designated by the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series A-1 Preferred Stock (the “Series A-1 Directors”), who shall initially be Xxxxxxx Xxxxxxx and Xxxxxx Muenchbach. (ii) in the case of the Board one (1) director to be elected by the G3 Holders (as defined in the Certificate), one (1) director to be designated by the affirmative vote or written consent of those G3 Holders holding a majority of the shares held by the G3 Holders HCV VI and HCV VIII (the “Specified Preferred HCV Director”), who shall initially be Xxxxxxxx XxxxxxxXxx Xxxxxx; (c) pursuant to Paragraph A.5(b)(i) of Article III of the Certificate, provided, however, that in order to be eligible to vote or consent with respect elect to the designation of an individual as a nominee for election as the Specified Preferred Director, a G3 Holder together with members of such G3 Holders’ Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by such G3 Holder and members of such G3 Holders’ Group; (iii) in the case of the Board one (1) director designated by Sequel, who shall initially be Xxxxxx Xxxxxxxx; (d) pursuant to be elected by MPMParagraph A.5(b)(i) of Article III of the Certificate, to elect to the Board one (1) director to be designated by the affirmative vote or written consent of MPM, provided that such director be an individual with particular expertise in the development of pharmaceutical products, as reasonably determined by MPM, if any TPGV (the “Industry Expert TPGV Director” and together with the Series A-1 Directors and the Specified Preferred Director, the “Investor Directors”), who shall initially be Xxxxxxxxx XxxxxxXxxxx Xxxx; (e) pursuant to Paragraph A.5(b)(i) of Article III of the Certificate, provided, further, however, that in order to be eligible to vote or consent with respect elect to the designation Board one (1) director designated by Xxxxxxxxxxxx, who shall initially be Xxxxx Xxxxxxxxxxxxxx; (f) pursuant to Paragraph A.5(b)(i) of an individual as a nominee for election as the Industry Expert Preferred Director, MPM together with members Article III of the MPM Group must hold greater than twenty percent Certificate, to elect to the Board one (20%1) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by MPM and members of the MPM Group. (iv) in the case of the remaining directors to be elected director designated by the holders of the Series D Preferred as an independent member to be nominated by the governance committee of the Board and approved by MDS Entities who hold Preferred Stock of the Company, Och-Ziff, HealthCare Investment Partners and Common StockDuquesne, voting together as a single class, under which director shall initially be Xxxxx Xxxxx; and (g) to elect to the Certificate, three (3) individuals as follows: a. two industry or market experts, each of whom shall be Board one representative designated by a majority of the other members holders of the BoardCorporation’s Common Stock, including a majority of which representative shall be the Investor Directors (the “Independent Directors”), and who shall initially be Xxxx Xxxxxxxx and Xxxx Xxxxxx; and b. the then serving Chief Executive Officer of the Corporation, who shall initially be Xxxxxxx XxxxxxXxxxxxx.

Voting for Directors. At the first each annual meeting of the Stockholders stockholders of the Corporation after the Stage I Closing, and thereafter at each annual meeting and each special meeting of the Stockholders stockholders of the Corporation called for the purposes of electing directors of the Corporation, and at any time at which Stockholders stockholders of the Corporation shall have the right to, or shall, vote for or consent to the election of directors, then, in each such event, each Original Stockholder and each Investor shall vote all shares of Series A Preferred Stock, Common Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him such Original Stockholder or herInvestor, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwise: (a) to fix and maintain the number of directors on the Board of the Corporation at seven (7); (b) pursuant to the extent entitled under the Certificate as in effect as Paragraph A.5(b)(i) of Article III of the date of this AgreementCertificate, to elect as Directors of to the Corporation on the date hereof and in any subsequent election of Directors the following individuals: (i) in the case of the two (2) directors to be elected by the holders of Series A-1 Preferred Stock under the Certificate, two (2) individuals to be designated by the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series A-1 Preferred Stock (the “Series A-1 Directors”), who shall initially be Xxxxxxx Xxxxxxx and Xxxxxx Muenchbach. (ii) in the case of the Board one (1) director to be elected by the G3 Holders (as defined in the Certificate), one (1) director to be designated by the affirmative vote or written consent of those G3 Holders holding a majority of the shares held by the G3 Holders HCV VI and HCV VIII (the “Specified Preferred HCV Director”), who shall initially be Xxxxxxxx Xxxxxxx, provided, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Specified Preferred Director, a G3 Holder together with members of such G3 Holders’ Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by such G3 Holder and members of such G3 Holders’ GroupGxx Xxxxxx; (iiic) in the case pursuant to Paragraph A.5(b)(i) of Article III of the Certificate, to elect to the Board one (1) director designated by Sequel, who shall initially be Dxxxxx Xxxxxxxx; (d) pursuant to be elected by MPMParagraph A.5(b)(i) of Article III of the Certificate, to elect to the Board one (1) director to be designated by the affirmative vote or written consent of MPM, provided that such director be an individual with particular expertise in the development of pharmaceutical products, as reasonably determined by MPM, if any TPGV (the “Industry Expert TPGV Director” and together with the Series A-1 Directors and the Specified Preferred Director, the “Investor Directors”), who shall initially be Xxxxxxxxx XxxxxxGxxxx Xxxx; (e) pursuant to Paragraph A.5(b)(i) of Article III of the Certificate, provided, further, however, that in order to be eligible to vote or consent with respect elect to the designation Board one (1) director designated by Mxxxxxxxxxxx, who shall initially be Rxxxx Xxxxxxxxxxxxxx; (f) pursuant to Paragraph A.5(b)(i) of an individual as a nominee for election as the Industry Expert Preferred Director, MPM together with members Article III of the MPM Group must hold greater than twenty percent Certificate, to elect to the Board one (20%1) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by MPM and members of the MPM Group. (iv) in the case of the remaining directors to be elected director designated by the holders of the Series D Preferred as an independent member to be nominated by the governance committee of the Board and approved by MDS Entities who hold Preferred Stock of the Company, Och-Ziff, HealthCare Investment Partners and Common StockDuquesne, voting together as a single class, under which director shall initially be Hxxxx Xxxxx; and (g) to elect to the Certificate, three (3) individuals as follows: a. two industry or market experts, each of whom shall be Board one representative designated by a majority of the other members holders of the BoardCorporation’s Common Stock, including a majority of which representative shall be the Investor Directors (the “Independent Directors”), and who shall initially be Xxxx Xxxxxxxx and Xxxx Xxxxxx; and b. the then serving Chief Executive Officer of the Corporation, who shall initially be Xxxxxxx XxxxxxKxxxxxx Xxxxxxx.

Voting for Directors. At the first annual meeting of the Stockholders of the Corporation after the Stage I ClosingInitial Closing (as defined in the Stock Purchase Agreement), and thereafter at each annual meeting and each special meeting of the Stockholders of the Corporation called for the purposes of electing directors of the Corporation, and at any time at which Stockholders of the Corporation shall have the right to, or shall, vote or consent to the election of directors, then, in each such event, each Stockholder shall vote all shares of Preferred Stock, Common Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him or her, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwise: (a) to fix and maintain the number of directors on the Board at seven eight (7)8); (b) to the extent entitled under the Certificate as in effect as of the date of this Agreement, to elect as Directors of the Corporation on the date hereof and in any subsequent election of Directors the following individuals: (i) in the case of the two (2) directors to be elected by the holders of Series A-1 Preferred Stock under the Certificate, two (2) individuals to be designated by the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series A-1 Preferred Stock (the “Series A-1 Directors”), who shall initially be Xxxxxxx Xxxxxxx and Xxxxxx MuenchbachXxxxxxxxx. (ii) in the case of the one (1) director to be elected by the G3 Holders (as defined in the Series A-1 Certificate), one (1) director individual to be designated by the affirmative vote or written consent of those G3 Holders holding a majority the holders of at least 70% of the outstanding shares held by the G3 Holders of Series B Preferred Stock (the “Specified Preferred Series B Director”), who shall initially be Xxxxxxxx Xxxxxxx, provided, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Specified Preferred Director, a G3 Holder together with members of such G3 Holders’ Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by such G3 Holder and members of such G3 Holders’ Group;Xxxxxx Xxxxx-Embiricos. (iii) in the case of the one (1) director to be elected by MPM, one (1) director to be designated by the affirmative vote or written consent of MPM, provided that such director be an individual with particular expertise in the development of pharmaceutical products, as reasonably determined by MPM, if any (the “Industry Expert Director” and together with the Series A-1 Directors B Director and the Specified Preferred DirectorSeries A-1 Directors, the “Investor Directors”), who shall initially be Xxxxxxxxx Xxxxxx, provided, further, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Industry Expert Preferred Director, MPM together with members of the MPM Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by MPM and members of the MPM Group. (iv) in the case of the remaining directors to be elected by the holders of Preferred Stock and Common Stock, voting together as a single class, under the Certificate, three four (34) individuals as follows: a. two three industry or market experts, each of whom shall be designated by a majority of the other members of the Board, including a majority of the Investor Directors (the “Independent Directors”), and who shall initially be Xxxx Xxxxxxxx Xxxxxxxx, Xxxx Xxxxxx and Xxxx Xxxxxx; and b. the Chief Executive Officer of the Corporation, who shall initially be Xxxxxxx XxxxxxXxxxx.

Voting for Directors. At the first annual meeting Except as provided in Article II, Section 6 of the Stockholders of the Corporation after the Stage I Closing, and thereafter at each annual meeting and each special meeting of the Stockholders of the Corporation called for the purposes of electing directors of the Corporation, and at any time at which Stockholders of the Corporation shall have the right to, or shall, vote or consent to the election of directors, then, in each such eventthese Bylaws, each Stockholder director shall vote all shares of Preferred Stock, Common Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him or her, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwise: (a) to fix and maintain the number of directors on the Board at seven (7); (b) to the extent entitled under the Certificate as in effect as of the date of this Agreement, to elect as Directors of the Corporation on the date hereof and in any subsequent election of Directors the following individuals: (i) in the case of the two (2) directors to be elected by the holders of Series A-1 Preferred Stock under the Certificate, two (2) individuals to be designated by the affirmative vote or written consent of the holders of a majority of the outstanding shares votes cast with respect to the director at any meeting of Series A-1 Preferred Stock (shareholders for the “Series A-1 Directors”), who shall initially be Xxxxxxx Xxxxxxx and Xxxxxx Muenchbach. (ii) in the case election of the one (1) director to be elected by the G3 Holders (as defined in the Certificate), one (1) director to be designated by the affirmative vote or written consent of those G3 Holders holding directors at which a majority of the shares held by the G3 Holders (the “Specified Preferred Director”), who shall initially be Xxxxxxxx Xxxxxxx, quorum is present; provided, however, that in order to directors shall be eligible to vote or consent with respect elected by a plurality of the votes cast at any meeting of shareholders for which (i) the Secretary of the Corporation receives a notice that a shareholder has nominated a person for election to the designation Board of an individual as a nominee Directors in compliance with the requirements for election as the Specified Preferred Directorshareholder nominees for director set forth in Article I, a G3 Holder together with members Section 19 or 20 of these Bylaws, (ii) such G3 Holders’ Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement nomination has not been withdrawn by such G3 Holder shareholder on or before the tenth day before the Corporation first makes available to shareholders (either by mailing or making available on the internet) its notice of meeting for such meeting and members of such G3 Holders’ Group; (iii) in as a result of such shareholder nomination, the case number of nominees exceeds the one number of board positions that are being elected at such meeting (1) director a “Contested Election”). If directors are to be elected by MPMa plurality of the votes cast, one (1) director to be designated by the affirmative shareholders may withhold their vote or written consent of MPM, provided that such director be an individual with particular expertise in the development of pharmaceutical products, as reasonably determined by MPM, if any (the “Industry Expert Director” and together with the Series A-1 Directors and the Specified Preferred Director, the “Investor Directors”), who shall initially be Xxxxxxxxx Xxxxxx, provided, further, however, that in order to be eligible to vote or consent with respect to a director, but shall not be permitted to vote against a nominee. Unless otherwise and affirmatively provided for in the designation Articles of an individual as Incorporation, cumulative voting is not authorized. For purposes of this Section, a nominee for election as the Industry Expert Preferred Director, MPM together with members majority of the MPM Group votes cast means that the number of shares voted “for” a director must hold greater than twenty percent (20%) exceed the number of votes cast “against” that director. Abstentions and, if applicable, Broker Non-Votes, are not counted as votes “for” or “against” a director. The Nominating and Corporate Governance Committee of the Preferred Stock purchased Board of Directors shall, from time to time, establish procedures under the Series A-1 Stock Purchase Agreement by MPM and members of the MPM Group. (iv) in the case of the remaining directors to be which any director who is not elected by the holders of Preferred Stock and Common Stock, voting together as a single class, under the Certificate, three (3) individuals as follows: a. two industry or market experts, each of whom shall be designated by a majority of the votes cast in an election that is not a Contested Election shall tender his or her resignation to the Board of Directors. Considering such factors as it deems relevant, the Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors as to whether to accept or reject the resignation, or whether other members action should be taken. Considering the Nominating and Corporate Governance Committee’s recommendation and such other factors as it deems relevant, the Board of Directors shall, exercising its business judgment, determine whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will publicly disclose its decision within 90 days from the date of the Board, including a majority certification of the Investor Directors (the “Independent Directors”), and who shall initially be Xxxx Xxxxxxxx and Xxxx Xxxxxx; and b. the Chief Executive Officer of the Corporation, who shall initially be Xxxxxxx Xxxxxxelection results.

Voting for Directors. At the first annual meeting The parties agree to vote their shares of the Stockholders of the Corporation after the Stage I Closing, and thereafter at each annual meeting and each special meeting of the Stockholders of the Corporation called for the purposes of electing directors of the Corporation, and at any time at which Stockholders of the Corporation shall have the right to, or shall, vote Stock or consent in writing in the manner necessary to produce the election of directors, then, in each such event, each Stockholder shall vote all shares of Preferred Stock, Common Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him or her, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwisefollowing effect: (a) to fix and maintain the number of directors on the Board at seven of Directors of the Company shall initially consist of five (7)5) members; (b) the Company agrees to cause, by action of its Board of Directors, any committee thereof or otherwise, the extent entitled under the Certificate nomination for election as in effect as directors of the date of this Agreement, to elect as Directors of the Corporation on the date hereof and in any subsequent election of Directors the following individuals: (i) in the case of the two (2) directors to be elected by the holders of Series A-1 Preferred Stock under the Certificate, two (2) individuals to be designated by the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series A-1 Preferred Stock (the “Series A-1 Directors”), who shall initially be Xxxxxxx Xxxxxxx and Xxxxxx Muenchbach. (ii) in the case of the one (1) director to be elected by the G3 Holders (as defined in the Certificate)Company, one nominee of Motorola, if, and only if, requested by Motorola, and two nominees of GMP (1) director to be designated by the affirmative vote or written consent of those G3 Holders holding each a majority of the shares held by the G3 Holders (the “Specified Preferred Director”"Minority Nominee"), who shall initially be Xxxxxxxx Xxxxxxx, ; provided, however, that the rights granted in order this Section 3.1(b) shall terminate with respect to be eligible a Shareholder when such Shareholder or its Permitted Transferees under Section 1.6(b) no longer is the owner of record of at least ten percent (10%) of the issued and outstanding shares of Common Stock on a fully diluted basis; (c) each Shareholder agrees to take any and all actions, including, but not limited to, voting (i) all shares of Stock held of record by it or of which it is the beneficial owner at the time of such vote or action by written consent and (ii) all shares of Stock as to which such Shareholder at the time of such vote or action by written consent has voting control, in each case, in favor of the election to the Board of Directors of the Minority Nominees nominated in accordance with Section 3.1(b) (each such director hereinafter referred to as a "Minority Director"); (d) each Shareholder agrees to vote or act by written consent with respect to or cause to be voted or acted by written consent (i) all shares of Stock held of record by it or of which it is the designation of an individual as a nominee for election as beneficial owner at the Specified Preferred Director, a G3 Holder together with members time of such G3 Holders’ Group must hold greater than twenty percent vote or action by written consent and (20%ii) all shares of Stock as to which such Shareholder at the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by such G3 Holder and members time of such G3 Holders’ Groupvote or action by written consent has voting control, in each case, to remove or cause the removal from office of any Minority Director if the Shareholder that designated such Minority Director requests such removal by notice to the Shareholders; (iiie) in if at anytime during the case term of this Agreement a Minority Director ceases to serve on the Board of Directors of the one Company (1) director to whether by reason of death, resignation, removal or otherwise), such vacancy shall be elected by MPM, one (1) director to be designated filled by the affirmative vote or written consent Shareholders of MPM, provided that such director be an individual with particular expertise in the development of pharmaceutical products, as reasonably determined by MPM, if any (the “Industry Expert Director” Company and together with the Series A-1 Directors and the Specified Preferred Director, the “Investor Directors”), who shall initially be Xxxxxxxxx Xxxxxx, provided, further, however, that in order to be eligible each Shareholder hereby agrees to vote or act by written consent with respect to or cause to be voted or acted upon by written consent (i) all shares of Stock held of record by it or of which it is the designation beneficial owner at the time of such vote or action by written consent and (ii) all shares of Stock as to which such Shareholder at the time of such vote or action by written consent has voting control for the vacancy resulting therefrom to be filled by an individual as a nominee for election as the Industry Expert Preferred Director, MPM together with members of the MPM Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by MPM and members of the MPM Group. (iv) in the case of the remaining directors to be elected designated by the holders of Preferred Stock and Common StockShareholder whose Minority Director created such vacancy, voting together as a single classin which case such individual, under the Certificatenotwithstanding Section 3.1(b), three (3) individuals as follows: a. two industry or market experts, each of whom shall be designated by a majority of the other members of the Board, including a majority of the Investor Directors (the “Independent Directors”), and who shall initially be Xxxx Xxxxxxxx and Xxxx Xxxxxxsuch Shareholders Minority Nominee; and b. (f) each Shareholder shall vote its shares of Stock, and shall take all other action necessary including, without limitation, any action necessary to amend the Chief Executive Officer Certificate of Incorporation and the By-Laws, to ensure that the Certificate of Incorporation and the By-Laws facilitate and do not at any time conflict with the provisions of this Agreement. Except as otherwise provided in this Section 3.1, all directors of the Corporation, who Company shall initially be Xxxxxxx Xxxxxxelected in the manner prescribed in the By-Laws.

Voting for Directors. At the first annual meeting of the Stockholders of the Corporation after the Stage I ClosingInitial Closing (as defined in the Stock Purchase Agreement), and thereafter at each annual meeting and each special meeting of the Stockholders of the Corporation called for the purposes of electing directors of the Corporation, and at any time at which Stockholders of the Corporation shall have the right to, or shall, vote or consent to the election of directors, then, in each such event, each Stockholder shall vote all shares of Preferred Stock, Common Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him or her, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwise: (a) to fix and maintain the number of directors on the Board at seven eight (7)8); (b) to the extent entitled under the Certificate as in effect as of the date of this Agreement, to elect as Directors of the Corporation on the date hereof and in any subsequent election of Directors the following individuals: (i) in the case of the two (2) directors to be elected by the holders of Series A-1 Preferred Stock under the Certificate, two (2) individuals to be designated by the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series A-1 Preferred Stock (the “Series A-1 Directors”), who shall initially be Xxxxxxx Xxxxxxx and Xxxxxx MuenchbachXxxxxxxxx. (ii) in the case of the one (1) director to be elected by the G3 Holders (as defined in the Series A-1 Certificate), one (1) director individual to be designated by the affirmative vote or written consent of those G3 Holders holding a majority the holders of at least 70% of the shares held by of Common Stock issuable upon conversion of the G3 Holders outstanding shares of Series B Preferred Stock and Series B-2 Preferred Stock, voting together as a single class on an as-converted to Common Stock basis (the “Specified Preferred Series B Director”), who shall initially be Xxxxxxxx Xxxxxxx, provided, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Specified Preferred Director, a G3 Holder together with members of such G3 Holders’ Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by such G3 Holder and members of such G3 Holders’ Group;Xxxxxx Xxxxx-Embiricos. (iii) in the case of the one (1) director to be elected by MPM, one (1) director to be designated by the affirmative vote or written consent of MPM, provided that such director be an individual with particular expertise in the development of pharmaceutical products, as reasonably determined by MPM, if any (the “Industry Expert Director” and together with the Series A-1 Directors B Director and the Specified Preferred DirectorSeries A-1 Directors, the “Investor Directors”), who shall initially be Xxxxxxxxx Xxxxxx, provided, further, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Industry Expert Preferred Director, MPM together with members of the MPM Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by MPM and members of the MPM Group. (iv) in the case of the remaining directors to be elected by the holders of Preferred Stock and Common Stock, voting together as a single class, under the Certificate, three four (34) individuals as follows: a. two three industry or market experts, each of whom shall be designated by a majority of the other members of the Board, including a majority of the Investor Directors (the “Independent Directors”), and who shall initially be Xxxx Xxxxxxxx Xxxxxxxx, Xxxx Xxxxxx and Xxxx Xxxxxx; and b. the Chief Executive Officer of the Corporation, who shall initially be Xxxxxxx XxxxxxXxxxxx X. Xxxx.

Voting for Directors. At the first each annual meeting of the Stockholders stockholders of the Corporation after the Stage I Closing, and thereafter at each annual meeting and each special meeting of the Stockholders stockholders of the Corporation called for the purposes of electing directors of the Corporation, and at any time at which Stockholders stockholders of the Corporation shall have the right to, or shall, vote for or consent to the election of directors, then, in each such event, each Stockholder Common Stockholder, Series A Holder, Series B Holder and Series C Holder and each other signatory hereto shall vote all shares of Preferred Stock, Common Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him or her, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwise: (a) to fix and maintain the number of directors on the Board of Directors of the Corporation at seven no more than five (75); (b) pursuant to the extent entitled under the Certificate as in effect as Paragraph A.6(b) of Article III of the date of this AgreementCertificate, to elect as Directors of to the Corporation on the date hereof and in any subsequent election of Directors the following individuals: Board three (i) in the case of the two (23) directors to be elected by the holders of Series A-1 Preferred Stock under the Certificate, two (2) individuals to be designated by the affirmative vote or written consent of the holders of a majority in voting power of the outstanding shares of Series A-1 C Preferred Stock and Series B Preferred Stock, voting together as a separate class on an as-converted to Common Stock basis (the each, a “Series A-1 DirectorsPreferred Director”); two (2) of whom shall be designated by HCV VIII, who shall initially be Xxxxxxxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxx Xxxx; and Xxxxxx Muenchbach. (ii) in the case of the one (1) director to be elected by the G3 Holders (as defined in the Certificate), one (1) director to of whom shall be designated by the affirmative vote or written consent of those G3 Holders holding a majority of the shares held by the G3 Holders (the “Specified Preferred Director”), who shall initially be Xxxxxxxx Xxxxxxx, provided, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Specified Preferred Director, a G3 Holder together with members of such G3 Holders’ Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by such G3 Holder and members of such G3 Holders’ Group; (iii) in the case of the one (1) director to be elected by MPM, one (1) director to be designated by the affirmative vote or written consent of MPM, provided that such director be an individual with particular expertise in the development of pharmaceutical products, as reasonably determined by MPM, if any (the “Industry Expert Director” and together with the Series A-1 Directors and the Specified Preferred Director, the “Investor Directors”)HCV IX, who shall initially be Xxxxxxxxx Xxxxxx, provided, further, however, that in order ; (c) to be eligible to vote or consent with respect elect to the designation of an individual as a nominee for election as the Industry Expert Preferred Director, MPM together with members of the MPM Group must hold greater than twenty percent Board one (20%1) of the Preferred Stock purchased under director designated by mutual agreement between HCV VIII and the Series A-1 Stock Purchase Agreement by MPM and members of the MPM Group.A Holder; and (ivd) in to elect to the case of the remaining directors Board up to be one (1) additional director elected by a majority of the holders of Series C Preferred Stock, Series B Preferred Stock, Series A Preferred Stock and Common Stock, voting together as a single class, under the Certificate, three (3) individuals class on an as follows: a. two industry or market experts, each of whom shall be designated by a majority of the other members of the Board, including a majority of the Investor Directors (the “Independent Directors”), and who shall initially be Xxxx Xxxxxxxx and Xxxx Xxxxxx; and b. the Chief Executive Officer of the Corporation, who shall initially be Xxxxxxx Xxxxxxconverted to Common Stock basis.

Voting for Directors. At the first each annual meeting of the Stockholders stockholders of the Corporation after the Stage I Closing, and thereafter at each annual meeting and each special meeting of the Stockholders stockholders of the Corporation called for the purposes of electing directors of the Corporation, and at any time at which Stockholders stockholders of the Corporation shall have the right to, or shall, vote or consent to for the election of directors, then, in each such event, each Stockholder Investor shall vote all shares of Preferred Stock, Common Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him or her, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwise:: 35 -35- (a) to fix and maintain the number of directors on the Board of Directors of the Corporation at seven (7); (b) to elect to the extent entitled under Board one (1) director designated by HCV III and one (1) director designated by HCV IV (collectively, the Certificate as "HCV Directors") (c) to elect to the Board one (1) director designated by IS Partners, L.P.; (d) to elect to the Board the Scientific Founder or his designee, which designee shall be reasonably satisfactory to the Investors, and in effect as the event that the Scientific Founder chooses a designee to serve on the Board in his place, the Scientific Founder shall have observation rights with respect to meetings of the date of this Agreement, Board as set forth in Section 5.2 below; (e) to elect as Directors of to the Corporation on the date hereof and in any subsequent election of Directors the following individuals: (i) in the case of the Board two (2) directors to be elected by the holders of Series A-1 Preferred Stock under the Certificate, two (2) individuals to be designated by the affirmative vote or written consent of Corporation that are reasonably satisfactory to the holders of a majority of the outstanding shares of Series A-1 Preferred Stock (the “Series A-1 Directors”), who shall initially be Xxxxxxx Xxxxxxx and Xxxxxx Muenchbach. (ii) in the case of the one (1) director to be elected by the G3 Holders (as defined in the Certificate)Investors, one (1) director to be designated by the affirmative vote or written consent of those G3 Holders holding a majority of the shares held by the G3 Holders (the “Specified Preferred Director”), who shall initially be Xxxxxxxx Xxxxxxx, provided, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Specified Preferred Director, a G3 Holder together with members of such G3 Holders’ Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by such G3 Holder and members of such G3 Holders’ Group; (iii) in the case of the one (1) director to be elected by MPM, one (1) director to be designated by the affirmative vote or written consent of MPM, provided that such director be an individual with particular expertise in the development of pharmaceutical products, as reasonably determined by MPM, if any (the “Industry Expert Director” and together with the Series A-1 Directors and the Specified Preferred Director, the “Investor Directors”), who shall initially be Xxxxxxxxx Xxxxxx, provided, further, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Industry Expert Preferred Director, MPM together with members of the MPM Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by MPM and members of the MPM Group. (iv) in the case of the remaining directors to be elected by the holders of Preferred Stock and Common Stock, voting together as a single class, under the Certificate, three (3) individuals as follows: a. two industry or market experts, each of whom shall be designated by a majority of the other members of the Board, including a majority of the Investor Directors (the “Independent Directors”), and who shall initially be Xxxx Xxxxxxxx and Xxxx Xxxxxx; and b. the Chief Executive Officer of the Corporation, who shall initially be Xxxxxxx Xxxxxx; and (f) to elect to the Board one (1) director designated by those members of the Schroder Group that hold a majority of the Series B Preferred Shares and other shares of voting stock of the Corporation owned by all of the members of the Schroder Group.

Voting for Directors. At the first annual meeting (i) The holders of the Stockholders of the Corporation after the Stage I Closing, and thereafter at each annual meeting and each special meeting of the Stockholders of the Corporation called for the purposes of electing directors of the Corporation, and at any time at which Stockholders of the Corporation shall have the right to, or shall, vote or consent to the election of directors, then, in each such event, each Stockholder shall vote all shares of Preferred Stock, Common Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him or her, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwise: (a) to fix and maintain the number of directors on the Board at seven (7); (b) to the extent a class shall be entitled under the Certificate as in effect as of the date of this Agreement, to elect as Directors of the Corporation on the date hereof and in any subsequent election of Directors the following individuals: (i) in the case of the two (2) directors. The holders of shares of Common Stock voting as a class shall be entitled to elect two (2) directors. The holders of shares of Series D Preferred Stock voting as a class shall be entitled to elect one (1) director. The remaining director or directors to shall be elected by the affirmative vote of the holders of the Preferred Stock and of the holders the Common Stock, voting together as a class with the holders of Preferred Stock having one vote for each full share of Common Stock into which their respective shares of Preferred Stock are convertible on the record date for the vote. If no shares of Preferred Stock remain outstanding, then the directors otherwise elected by the Preferred Stock as provided above in this Section 3(b), shall be elected by the holders of Series A-1 Preferred Stock under Common Stock. In the Certificatecase of any vacancy in the office of a director elected by a specified group of stockholders, two (2) individuals a successor shall be elected to be designated hold office for the unexpired term of such director by the affirmative vote of a majority of the shares of such specified group given at a special meeting of such stockholders duly called or by an action by written consent for that purpose. Any director who shall have been elected by a specified group of stockholders may be removed during the aforesaid term of office, either for or without cause by, and only by, the affirmative vote of the holders of a majority of the outstanding shares of Series A-1 Preferred Stock (such specified group, given at a special meeting of such stockholders duly called or by an action by written consent for that purpose, and any such vacancy thereby created may be filled by the “Series A-1 Directors”), who shall initially be Xxxxxxx Xxxxxxx and Xxxxxx Muenchbachvote of the holders of a majority of the shares of such specified group represented at such meeting or in such consent. (ii) in the case of the one (1) director to be elected by the G3 Holders (as defined in the Certificate), one (1) director to be designated by the affirmative vote or written consent of those G3 Holders holding a majority of the shares held by the G3 Holders (the “Specified Preferred Director”), who shall initially be Xxxxxxxx Xxxxxxx, provided, however, that in order to be eligible No person entitled to vote or consent with respect at an election for directors may cumulate votes to which such person is entitled, unless, at the designation of an individual as a nominee for election as the Specified Preferred Director, a G3 Holder together with members time of such G3 Holders’ Group must hold greater than twenty percent (20%election, the corporation is subject to Section 2115(b) of the Preferred Stock purchased under California General Corporation Law ("CGCL"). During such time or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. times that the Series A-1 Stock Purchase Agreement by such G3 Holder and members of such G3 Holders’ Group; (iii) in the case of the one (1) director corporation is subject to be elected by MPM, one (1) director to be designated by the affirmative vote or written consent of MPM, provided that such director be an individual with particular expertise in the development of pharmaceutical products, as reasonably determined by MPM, if any (the “Industry Expert Director” and together with the Series A-1 Directors and the Specified Preferred Director, the “Investor Directors”), who shall initially be Xxxxxxxxx Xxxxxx, provided, further, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Industry Expert Preferred Director, MPM together with members of the MPM Group must hold greater than twenty percent (20%Section 2115(b) of the Preferred Stock purchased under CGCL, every stockholder entitled to vote at an election for directors may cumulate such stockholder's votes and give one candidate a number of votes equal to the Series A-1 Stock Purchase Agreement by MPM and members number of the MPM Group. (iv) in the case of the remaining directors to be elected multiplied by the holders number of Preferred Stock and Common Stockvotes to which such stockholder's shares are otherwise entitled, voting together or distribute the stockholder's votes on the same principle among as a single classmany candidates as such stockholder thinks fit. No stockholder, under the Certificatehowever, three (3) individuals as follows: a. two industry or market experts, each of whom shall be designated by a majority entitled to so cumulate such stockholder's votes unless (a) the names of such candidate or candidates have been placed in nomination prior to the other members voting and (b) the stockholder has given notice at the meeting, prior to the voting, of such stockholder's intention to cumulate such stockholder's votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the Boardcandidates receiving the highest number of votes, including a majority up to the number of the Investor Directors (the “Independent Directors”)directors to be elected, and who shall initially be Xxxx Xxxxxxxx and Xxxx Xxxxxx; and b. the Chief Executive Officer of the Corporation, who shall initially be Xxxxxxx Xxxxxxare elected.