Approval by Shareholders’ Meeting and Mandatory Law. Any compensation (including bonus, equity awards and fringe benefits) to be paid under this Agreement, is, to the extent required by Swiss laws and the Parent’s Article of Association, subject to approval by the general meeting of shareholders’ of Parent. In the event of a conflict between this Agreement and applicable mandatory Swiss law, the Company shall have the right to unilaterally modify the Agreement to the extent necessary to comply with mandatory law with immediate effect.

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.

#​, 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.

Effective Date and Approval of Shareholders. The Plan shall take effect on the date the Plan is approved by the stockholders of the Company as required by Section 423 of the Code, which approval must occur within twelve months of the adoption of the Plan by the Board.

“Annual Meeting Date” shall mean, with respect to each calendar year, the date on which the annual shareholders meeting at which directors are to be elected is held, and which shall be the dates on which the Mandatory DSUs will be credited to the Stock Unit Accounts.

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”).

Shareholder Approval of Exchange. ​ shall hold a special meeting of the shareholders of ​ within 60 days of the date hereof, or at such other date that Broadridge Financial Solutions, Inc. recommends for timely processing of materials for the special meeting, at which ​ shall present to its shareholders a proposal for approval of the Exchange. In the event the Exchange is not approved at such shareholder meeting, ​ shall hold an additional shareholder meeting, within 90 days of the first such shareholder meeting, at which ​ shall present to shareholders a proposal for approval of the Exchange. Until such time as the Exchange is approved by shareholders of ​, ​ shall continue to hold shareholder meetings, each held within 90 days of the prior shareholder meeting. In the event that the Exchange has not been approved by shareholders of ​ within 60 days of the date hereof as a result of gross negligence by ​ (the “Shareholder Approval Deadline”), then, in addition to any other rights ​ may have hereunder or under applicable law, ​ shall pay to ​ on each 45-day anniversary of the Shareholder Approval Deadline (if such shareholder approval has not been obtained) until such shareholder approval has been obtained as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Stated Value (as defined in the Certificate of Designations) of the Series L Preferred Shares for each month past the Shareholder Approval Deadline that the shareholder approval has not been obtained (pro-rated for any partial month in which such shareholder approval has not been obtained), provided, however, ​ shall not pay to ​ more than 12.0% of the aggregate Stated Value (as defined in the Certificates of Designations) of the Series L Preferred Shares pursuant to this Agreement.

Shareholder resolutions shall be approved by the majority of shareholders attending a meeting that is attended by the majority of shareholders. However, the dismissal of managing shareholder shall be subject to the approval of all other shareholders. Any change to the name, representative, capital amount, operated business or business place of the Target Company or cancellation registration is subject to unanimous approval by all shareholders.

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 ​ 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”).

Exceptional Meeting Fees. A fee of ​ 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).