[***], THE PARTIES WILL REVIEW AND CONSIDER, TOGETHER WITH THE COLLABORATION
WORKING GROUP, WHETHER TO REVISE THE INITIAL OPERATING PLAN.
(B)
NO LATER THAN SEPTEMBER 30, [***], AND NO LATER THAN SEPTEMBER 30
IN EACH FISCAL YEAR THEREAFTER, THE COLLABORATION WORKING GROUP WILL SUBMIT TO
THE MANAGING BOARD A PROPOSAL FOR REVISING THE APPROVED OPERATING PLAN THEN IN
EFFECT ("PROPOSED OPERATING PLAN"), WHICH WILL INCLUDE A PROPOSED DEVELOPMENT
PLAN ("PROPOSED DEVELOPMENT PLAN"), PROPOSED OPERATING BUDGET ("PROPOSED
OPERATING BUDGET") AND PROPOSED CAPITAL CONTRIBUTION SCHEDULE ("PROPOSED CAPITAL
CONTRIBUTION SCHEDULE").
(C)
EACH PROPOSED OPERATING PLAN WILL BE CONSIDERED AT THE FIRST
MEETING OF THE MANAGING BOARD FOLLOWING ITS SUBMISSION AND WILL BE SUBJECT TO
THE APPROVAL OF THE MANAGING BOARD AND THE MEMBERS IN ACCORDANCE WITH SECTION
4.3. THE CHAIRPERSON WILL CALL A SPECIAL MEETING OF THE MANAGING BOARD FOR THIS
PURPOSE AT THE REQUEST OF ANY DIRECTOR IF THE NEXT SCHEDULED REGULAR MEETING IS
LATER THAN DECEMBER 31 OF THE YEAR IN WHICH SUBMISSION IS MADE. ANY SUCH
PROPOSED OPERATING PLAN (OR ANY AMENDMENT THERETO) THAT IS APPROVED BY THE
MANAGING BOARD WILL BE CONSIDERED THE "APPROVED OPERATING PLAN" FOR ALL PURPOSES
OF THIS AGREEMENT UNTIL AMENDED OR REPLACED.
- 14 -
(D)
IN THE EVENT THAT, DURING THE INITIAL COMMITMENT PERIOD, FUNDING
IN ADDITION TO THAT SET FORTH IN THE INITIAL CAPITAL CONTRIBUTION SCHEDULE IS
REQUIRED TO CONTINUE TO CARRY OUT THE DEVELOPMENT PLAN, THE MEMBERS AGREE TO USE
THEIR BEST EFFORTS TO NEGOTIATE AND APPROVE A PROPOSED OPERATING PLAN FOR THE
REMAINDER OF THE INITIAL COMMITMENT PERIOD.
(E)
IF, AFTER THE INITIAL COMMITMENT PERIOD, THE MANAGING BOARD AND
THE MEMBERS IN ACCORDANCE WITH SECTION 4.3 ARE UNABLE TO [***] (A "STALEMATE"),
EITHER MEMBER MAY INITIATE A BUY-OUT; PROVIDED, HOWEVER, THAT IN THE EVENT
SUFFICIENT FUNDING IS AVAILABLE TO THE COMPANY TO CONTINUE TO CARRY OUT THE
DEVELOPMENT PLAN AFTER THE INITIAL COMMITMENT PERIOD, A STALEMATE WILL NOT BE
DEEMED TO HAVE OCCURRED, AND NEITHER MEMBER MAY INITIATE A BUY-OUT, UNTIL A DATE
[***] DAYS PRIOR TO THE DATE ON WHICH ALL OF THE COMPANY'S FUNDS ARE EXPECTED TO
BE DEPLETED AS DETERMINED BASED ON THE APPROVED OPERATING PLAN THEN IN EFFECT.
5.3
Scientific Advisory Board.
(A)
THE COMPANY WILL ESTABLISH A SCIENTIFIC ADVISORY BOARD ("SAB")
CONSISTING OF AT LEAST THREE (3) MEMBERS. THE INITIAL MEMBERS AND CHAIRPERSON OF
THE SAB WILL BE AS SET FORTH ON SCHEDULE 5.3. ANY CHANGES TO THE COMPOSITION OF
THE SCIENTIFIC ADVISORY BOARD, INCLUDING THE REMOVAL OR APPOINTMENT OF THE
CHAIRPERSON, WILL BE MADE IN ACCORDANCE WITH SECTION 4.3.
(B)
EACH MEMBER OF THE SAB WILL ALSO ENTER INTO A CONSULTING AGREEMENT
WITH THE COMPANY (A "SAB CONSULTING AGREEMENT") PURSUANT TO WHICH SUCH MEMBER OF
THE SAB WILL PROVIDE ADVISORY, EDUCATIONAL AND OTHER SERVICES TO THE COMPANY,
AND PURSUANT TO WHICH SUCH SAB MEMBER WILL PROVIDE ADVISORY AND EDUCATIONAL
SERVICES TO EACH MEMBER. EACH SUCH SAB CONSULTING AGREEMENT WILL BE IN
SUBSTANTIALLY THE FORM ATTACHED HERETO AS SCHEDULE 4.5 AND WILL PROVIDE FOR,
AMONG