Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board may be taken by written consent without a meeting. Any such action taken by the Board without a meeting shall be effective only if the written consent or consents are in writing, setting forth the action so taken, and signed by all Managers.

Shareholders meetings of the Target Company may be convened before the end of each month to review the financial and business status of the Target Company. In case of emergency and pursuant to the request of the majority of shareholders, extraordinary meetings may be convened by either shareholder at any time.

Meeting Requirements. At the written request of either ​ or ​ (a “MM Request”), each party shall arrange to meet and confer with the other (at a mutually reasonable and convenient time and location), as to the status of the maintenance, repair and other work required to be performed under this Lease and to # if requested by either party, conduct a full inspection of the condition of the Building and Premises including the Building Structure and Building Systems, # if requested by either party, review and discuss the Service Agreements, and # if requested by either party, review and discuss ​’s and ​’s obligations as set forth under this Lease (each, a “Maintenance Meeting”); provided, however, in no event shall ​ or ​ be required to participate in more than one such Maintenance Meeting in any calendar year, unless such a Maintenance Meeting is required in connection with an emergency situation or event. In connection with, and in advance of, any such Maintenance Meeting, to the extent ​’s MM Request included a request for maintenance and repair reports, documents and back-up materials, ​ shall promptly deliver any maintenance and repair reports, documents and back-up materials related to the maintenance, repair and other work required to be performed by ​ under the Lease, to the extent the same are regularly and customarily generated and maintained by, and in the possession of, its Facilities Team (collectively, the “M&R Reports”).

Exceptional Meeting Fees. A fee of $1,200 shall be paid to a Non-Employee Director for each Board or committee meeting attended by such Non-Employee Director in excess of five (5) special Board or committee meetings during the applicable calendar year and applies only to any non-regularly scheduled meeting in excess of a two-hour duration. Such exceptional meeting fees shall be paid by the Company in arrears not later than the third business day following the end of the calendar quarter in which any such exceptional meeting occurs (if not deferred by the Non-Employee Director in accordance with subsection # hereof).

DC Selection Meeting. The Parties shall hold a meeting at the date and time agreed upon by the Parties, but no later than the earlier of # the date of submission of the first IND in the United States or in [[Address B:Address]] or # ​, in order to discuss the selection of one potential Licensed Drug Candidate among the Drug Candidates to move toward further Development and Commercialization by the Parties (the “DC Selection Meeting”).

#​, acting through the ​ Board, shall take all actions in accordance with applicable Law, its Certificate of Incorporation and By-laws necessary to promptly and duly call, give proper notice of, convene and hold as promptly as practicable the ​ Meeting for the purpose of considering and voting upon the ​ Voting Proposal. As soon as practicable after execution of this Agreement, ​ shall prepare a proxy statement to solicit from the Stockholders proxies in favor of the ​ Voting Proposal (the “Proxy Statement”). Subject to Section 6.1, the ​ Board shall recommend approval of the ​ Voting Proposal by the Stockholders and include such recommendation in the materials delivered to the Stockholders , and shall use reasonable best efforts to # solicit from the Stockholders proxies in favor of the ​ Voting Proposal and # take all other actions necessary or advisable to secure the vote or consent of the Stockholders required by applicable Law to obtain such approval. ​ shall not submit any other proposals for approval at the ​ Meeting other than a Superior Proposal without the prior written consent of the Companies. ​ shall keep the Companies updated with respect to proxy solicitation results as requested by the Companies. Notwithstanding anything to the contrary contained in this Agreement, ​ may not adjourn or postpone the ​ Meeting once the ​ Meeting has been called and noticed without the prior written consent of the Companies other than to the extent necessary to ensure that any required supplement or amendment to the materials delivered to the Stockholders (including the Proxy Statement) is provided to the Stockholders or, if as of the time for which the ​ Meeting is originally scheduled # there are insufficient shares of ​ Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the ​ Meeting or # there are insufficient votes in favor of the ​ Voting Proposal and ​ believes in good faith that it can procure sufficient votes in favor of the ​ Voting Proposal by adjourning the meeting to a date not more than thirty (30) calendar days from the scheduled date of the ​ Meeting; provided, however, that ​ shall provide prompt written notice to Patriot and Bank of any such adjournment or postponement. If the ​ Board recommends a Super Proposal, it will not alter the obligation of ​ to submit the adoption of this Agreement and the approval of the Merger to the Stockholders at the ​ Meeting to consider and vote upon, unless this Agreement shall have been terminated in accordance with its terms prior to the ​ Meeting.

Annual Meeting of Stockholders. Each director is encouraged to attend the Annual Meeting of Stockholders.

Committee Meetings. The Committee will hold meetings at least annually. A majority of the members then in office will constitute a quorum. All actions of the Committee may be taken with or without a meeting. Each action of the Committee taken at a meeting shall be taken on a majority vote of all members of the Committee then in office. Any action taken without a meeting shall be in writing and signed by a majority of the members of the Committee then in office. The Committee may establish such other rules and procedures for taking action with or without a meeting as it shall deem appropriate.

Without Cause. The Employer may Terminate Employee’s employment during the Employment Period without Cause (“Termination Without Cause”).

Without Cause. The Employee’s Term of employment may be terminated by the Company for any reason or no reason, to be effective upon thirty (30) days prior written notice given by the Company to Employee.