TO SUPPORT THE JEC, THE JDC AND THE JCC (THE "JOINT
FINANCE COMMITTEE" OR "JFC").
GILEAD SUB SHALL APPOINT ONE (1) OF THE MEMBERS
DESIGNATED BY GILEAD SUB, TO SERVE AS CHAIRPERSON OF THE JFC THROUGH THE FIRST
ANNIVERSARY OF THE EFFECTIVE DATE. THEREAFTER A MEMBER DESIGNATED BY BMS SUB AND
THEN A MEMBER DESIGNATED BY GILEAD SUB SHALL SERVE ALTERNATELY AS CHAIRPERSON,
ON A ROTATING ANNUAL BASIS FROM EACH ANNIVERSARY OF THE EFFECTIVE DATE.
THE
INITIAL JFC MEMBERS AND THE CHAIRPERSON ARE IDENTIFIED IN ANNEX A HERETO.
(B)
SUBJECT TO THE OVERSIGHT OF THE JEC, THE JFC
SHALL HAVE THE FOLLOWING POWERS AND DUTIES:
(I)
TO WORK WITH THE JEC AND THE OTHER
OPERATING COMMITTEES TO ASSIST IN FINANCIAL, BUDGETING AND PLANNING MATTERS AS
REQUIRED, INCLUDING ASSISTING IN THE PREPARATION OF BUDGETS AND ANNUAL AND
LONG-TERM PLANS;
(II)
TO RECOMMEND, FOR APPROVAL BY THE JEC,
PROCEDURES, FORMATS AND TIMELINES CONSISTENT WITH THIS AGREEMENT FOR REPORTING
FINANCIAL DATA AS WELL AS ADDITIONAL OR ALTERNATIVE REPORTING PROCEDURES
CONCERNING FINANCIAL ASPECTS OF THE JV;
(III)
TO PREPARE SUCH REPORTS ON FINANCIAL MATTERS
AS ARE APPROVED BY THE JEC FOR THE IMPLEMENTATION OF THE FINANCIAL ASPECTS OF
THE JV;
(IV)
TO COORDINATE AUDITS OF FINANCIAL DATA WHERE
APPROPRIATE AND REQUIRED OR ALLOWED BY THIS AGREEMENT;
(V)
TO ADDRESS ISSUES OF IMPLEMENTATION RELATING
TO THE FINANCIAL MECHANICS AND CALCULATIONS UNDER THIS AGREEMENT AND THE
OPERATING AGREEMENT;
(VI)
TO RECOMMEND, FOR APPROVAL BY THE JEC, A MEANS
OF RECONCILING, ONE TO THE OTHER, THE INTERNAL REPORTING AND ACCOUNTING
STANDARDS OF EACH OF THE MEMBER PARTIES WHERE NECESSARY AND METHODS OF CHARGING
COSTS AND EXPENSES OF EACH OF THE MEMBER PARTIES;
(VII)
TO REVIEW THE APPROPRIATE ALLOCATION OF COSTS
AND EXPENSES WITH RESPECT TO AUTHORIZED EXPENSES;
(VIII)
TO CALCULATE OR CAUSE TO BE CALCULATED, AS THE
CASE MAY BE, THOSE MATTERS EXPRESSLY REQUIRED TO BE CALCULATED (OR CAUSED TO BE
CALCULATED) BY THE JFC PURSUANT TO THIS AGREEMENT, INCLUDING SECTIONS 7.1(C) AND
7.1(D), AND PURSUANT TO THE OPERATING AGREEMENT, AND TO ADDRESS ISSUES OF
IMPLEMENTATION RELATING TO THE CASH NETTING PROCEDURES SET FORTH IN
SECTION 4.1(C) OF THE OPERATING AGREEMENT;
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(IX)
TO DEVELOP AND RECOMMEND TO THE JEC FOR
APPROVAL THE INITIAL CAPITAL CONTRIBUTIONS (AS DEFINED IN THE OPERATING
AGREEMENT) OF THE MEMBERS AND EACH CAPITAL CONTRIBUTION PLANNING SCHEDULE, AND
TO RECOMMEND TO THE JEC CERTAIN REQUESTS FOR ADDITIONAL CAPITAL CONTRIBUTIONS,
IN EACH CASE PURSUANT TO SECTION 4.1 OF THE OPERATING AGREEMENT;
(X)
TO PROVIDE UPDATES ON THE JFC'S ACTIVITIES
AND ACHIEVEMENTS TO THE JEC EACH CALENDAR QUARTER; AND
(XI)
TO PERFORM SUCH OTHER FUNCTIONS AS THE
MEMBER PARTIES MAY MUTUALLY AGREE IN WRITING FROM TIME TO TIME.
2.6
PROCEDURAL RULES OF THE OPERATING
COMMITTEES.
(A)
EACH OF BMS SUB AND GILEAD SUB SHALL
DESIGNATE REPRESENTATIVES WITH APPROPRIATE EXPERTISE TO SERVE AS MEMBERS OF EACH
OPERATING COMMITTEE, AND EACH REPRESENTATIVE MAY SERVE ON MORE THAN ONE (1)
OPERATING COMMITTEE (AND/OR THE JEC) AS APPROPRIATE IN VIEW OF THE INDIVIDUAL'S
EXPERTISE.
THE MEMBERS SHALL ENDEAVOR