definiens: of the Compa ny within the meaning of Section 18 - 101(10 ) of the Act ( and no individual Manager shall ( i ) be a of the Company within the meaning of Section 18 - 10 1(10 ) of the Act or ( ii ) have any right, power of authori ty to act for or on behalf of the Company, to do an y act that would be binding on the Company, or to incur any ex penditures on behalf of the Company ), ( b ) shall hav e the right, power and authority to exercise all of the p owers of the Company except as otherwise provided b y law or this Agreement and ( c ) except as otherwise expressl y provided herein, shall make all decisions and - 2 0 - authorize or otherwise approve all actions taken or to be taken by the Company ; provided, however, tha t the Board may delegate such of its rights, powers and a uthority as it may determine in accordance with thi s Agreement to be necessary or appropriate to one or more Officers . Decisions or actions relating to the Company that are made or approved by the Board ( or, with re spect to matters requiring a vote, approval, consen t or other action of the Members hereunder or pursuant to non- waivable provisions of applicable law, by the Membe rs ) in accordance with this Agreement shall constitute dec isions or actions by the Company and shall be bindi ng on the Company . Subject to Section 7.02, except as may be expressly provided otherwise elsewhere in this Agre ement or pursuant to non - waivable provisions of the Act, the Members shall have no voting rights with respec t to any matter, other than the rights to appoint Managers s et forth in Section 7.04 . Except as may be expressl y provided otherwise elsewhere in this Agreement, no Member ( i n its capacity as such ) shall have any right, power or authority to ( and shall not ) act for or on behalf o f the Company, do any act that would be binding on the Company, or incur any expenditures on behalf of the Company, and each Member shall indemnify and hold harmless the Company and each other Member for any breach of the provisions of this sentence by such f irst Member ; provided, however, that upon the request of any Member, the Board shall cause the Company to m ake an election under Section 754 of the Code . 7.02 . Un animous Consent of the Board . Notwithstanding Secti on 7.01 or anything else in this Agreement to the contrary, until the later of ( i ) the exercise of the [COMPANY] P erformance Call Option or the [COMPANY] Performance Put Option, or ( ii ) the 6th anniversary of the Agreement Date, neither the Company nor any of its Subsidiaries may take any of the following actions without the express prior un animous consent of the Board ( for the avoidance of doubt, e ach of the following actions shall apply to each of the Company ’s Subsidiaries, substituting as appropriate the word for and making suc h other substitutions as appropriate for the context ) : ( a ) Issue, grant or award any Units or Other Secu rities, or issue, grant or award any Unit Appreciation Right ; ( b ) Adopt, terminate or amend any equity compensati on plan ; ( c ) Purchase or redeem any Units or Other Securitie s ; ( d ) Transfer any Units or Other Securities, exce pt as expressly permitted pursuant to Section 9.01(c ) ; ( e ) Admit a new Member to the Company ; ( f ) Engage in any business or activity outside the scope of Section 2 .04(a ) or, to the extent related thereto, Section 2 .04(c ), or change any existing business or activity or purpose of scope of the Company or any of its Subsidiaries ; ( g ) ( 1 ) Incur any indebtedness ( other than trade payables i ncurred in the ordinary course of business, and bor rowings among solely the Company and its Subsidiaries ), ( 2 ) guarantee any indebtedness or obligations of any P erson ( other than the Company and its Subsidiaries ), ( 3 ) prepay, refinance, renew, modify or extend the term s of any indebtedness - 21 - ( other than trade payables incu rred in the ordinary course of business, and borrow ings among solely the Company and its Subsidiaries ) other than payments required by the terms of the documentatio n thereof previously approved by the Board, as applicable, pu rsuant to this Section 7.02, or ( 4 ) create or suffe r to exist any Pledge on any of its material assets ; ( h ) Enter int o or become obligated with respect to any agreement that ( 1 ) has, or the subject property or services has, a val ue or potential cost to the Company and its Subsidi aries, taken as a whole, in excess of $ 75,000 in any transaction or series of related transactions, ( 2 ) contains an y covenant that purports to restrict the business activity of the Company, any of its Subsidiaries or any Member or to restrict the right of the Company to make any distributions to its Members, ( 3 ) concerns the establishment or o peration of a partnership, joint venture or similar arrangem ent, or ( 4 ) provides for a grant by the Company or any of its Subsidiaries to any other Person of exclusive or rights ( any agreement described by the foregoing clauses ( 1 ), ( 2 ), ( 3 ) or ( 4 ), a ), including any material amendment of an y such Material Contract ; ( i ) Surrender, abandon or waive any material rights, assets or properties of the Co mpany or any of its Subsidiaries ; ( j ) Select, hire, terminat e or remove any Officer, which consent of the Board shall apply to such Officer ’s compensation and other terms and conditions of employment, including entering into, amending, renewing, extending or waiving any employ ment terms ; ( k ) Distribute any cash or other proper ty to the Members ( other than any distribution made pursu ant to Section 5.01(b ) or Section 10.03 ), or determ ine to make any such distribution ; ( l ) Without limiting th e rights of any Member to receive distributions in compliance with the other provisions of this Agreement, make o r accrue any loans or other advances of money to an y Person ; ( m ) Convey, sell, lease, license, transfer, assign or otherwise dispose of any material portio n of the assets of the Company or any of its Subsidiaries, in any t ransaction or series of related transactions ; merge or otherwise consolidate with or into any other Person ; acquire or make any investment in the business of another P erson ( or any portion thereof ) ( whether through the purchase of assets, securities or otherwise ) ; or acquire any other assets that would be material to the Company or any of its Subsidiaries ; ( n ) Grant indemnification rights pur suant to Section 7.06(h ) ; ( o ) Omitted ( p ) Lease or acquire a ny interest in real property ; ( q ) Initiate, confess any judgment with respect to, settle or compromise any material claim, dispute, litigation, arbitration, investigat ion or proceeding ; ( r ) Create or change the ownership of a ny Subsidiary ; - 22 - ( s ) Convert or reorganize the Company or any of its Subsidiaries into another entity form ( including a corporation ), including a change in t ax status without change in legal status ; ( t ) Consummate an i nitial public offering ; ( u ) Approve or effect, dire ctly or indirectly, the dissolution, winding up or liquidat ion of the Company or any of its Subsidiaries ; ( v ) Amend the Certificate or this Agreement ; ( w ) Institute any pr oceedings to be adjudicated bankrupt or insolvent ; consent to the institution of bankruptcy or insolvency proceed ings against it ; file a petition seeking, or consen t to, the reorganization or relief under any applicable law r elating to bankruptcy ; consent to the appointment o f a receiver, liquidator, assignee, trustee, sequestrat or ( or similar official ) of it or a substantial par t of its properties ; making any assignment for the benefit of creditors ; or take any action that would render it insolvent or unable to satisfy its debts and liabilities ; or ( x ) Agree or commit to do any of foregoing . 7.03 . Binding the Co mpany . The signature of any Officer on any agreement, contract, instrument or other document shall be sufficient to bind the Company in respect thereof and conclusively evidenc e the authority of the Officer and the Company with respect thereto, and no third party need look to any other evidence or require the joinder or consent of any o ther party ; provided that, the Board, with respect to any parti cular document or transaction, may expressly author ize one or more individuals to execute and deliver any agreeme nt, contract, instrument or other document on behal f of the Company, and any agreement, contract, instrument or other document executed by any such individual sha ll be sufficient to bind the Company in respect thereof . 7.04 . Board . ( a ) Number and Election . The Board sha ll initially consist of three ( 3 ) Managers, one of who m shall be a Founder Manager and two of whom shall be [COMPANY] Managers . The Founder shall serve as the init ial Founder Manager . Xxxxxx X. Xxxxxx, Ph.D. and Xx xxx X. Xxxxxxxxxx shall serve as the initial [COMPANY] Mana gers . The number of Founder Managers and the number of [COMPANY] Managers shall be subject to adjustment as co ntemplated by Section 11.10(b ) . ( b ) Term . Each Mana ger shall serve for a term ending on the earliest of hi s or her death, resignation or removal in accordanc e with the provisions of this Agreement . ( c ) Resignation . Any Manager may resign by delivering a resignation in w riting to the Company at its principal office ( to the attenti on of the Chairman of the Board or the Chief Execut i ve Officer ) and to each other Manager . Such resignation shall b e effective upon receipt unless it is specified to be effective at some later time or upon the happening of some la ter event . - 23 - The [COMPANY] Managers shall tender t heir resignations in accordance with this Section 7.04(c ) upon the closing of the transactions contemplated by the [COMPANY] 12 - Month Call Option, the [COMPANY] 18 - Month Call Option, the [COMPANY] 12 - Month Put Option or the H eska 18 - Month Call Option . The Founder Manager shall ten der his or her resignation in accordance with this Section 7.04(c ) upon the closing of the transactions contem plated by the [COMPANY] Performance Put Option, the H eska Performance Call Option, the [COMPANY] Control Put Op tion, or if at any time [COMPANY] owns 100 % of the outs tanding Units . ( d ) Removal . A Founder Manager may be remove d at any time by the Founder, and a [COMPANY] Manager may be removed at any time by [COMPANY] ( and only by He ska ), in each case with or without cause, by notice of such removal given to each other Manager and to the Comp any . ( e ) Termination . Upon the death, resignation o r removal of any Manager ( a ), ( i ) such Terminated Manager shall have no further aut hority under this Agreement, and ( ii ) such Terminated Mana ger shall have no further obligations or rights as a Manager under this Agreement ( except for liabilities and ri ghts accruing prior to the date of death, resignati on or removal of such Terminated Manager ’s term, including rights to exculpation and indemnification under Section 7 .06 that relate to actions or omissions occurring during suc h individual ’s service as a Manager ) . ( f ) Vacancies . Any vacancy on the Board by reason of death, resignatio n or removal of a Founder Manager shall be filled b y the Founder, and any vacancy occurring on the Board by reason of death, resignation or removal of a [COMPANY] Manager shall be filled by [COMPANY], in each case by n otice designating the new Founder Manager or [COMPANY] Manager ( as the case may be ) given to each other Ma nager and to the Company ; provided that neither the Founder nor [COMPANY] shall have any duty or obligation to cause any vacancy on the Board to be filled . Ea ch vacancy on the Board may be filled only by the Memb er that appointed the vacating Manager to the Board ; provided, that each Founder Manager appointee must be reasonably acceptable to [COMPANY] and each [COMPANY] Manager appointee must be reasonably acceptable to the Founder . The Founder hereby agrees that the fol lowing individuals would be reasonably acceptable [COMPANY] Ma nagers : Xxxxxx X. Xxxxxx, Ph.D., Xxxxx X