Board Membership. You will serve as a member of the Board of Directors of the Company. All directors are subject to election and removal by the shareholders of the Company in accordance with its bylaws and Delaware law. Upon the Company’s written request, you agree to promptly resign as a member of the Board following any termination of your employment with the Company.

Board Membership. Executive shall be appointed as a member of the Board as a Class I director with a term expiring on the date of the 2022 annual meeting of stockholders. At the end of each Board term during the Term of Employment (as defined below), the Company shall nominate Executive for reelection as a member of the Board.

Board Membership. Executive shall continue to serve as a member of the Board, subject to any required stockholder approvals, and shall be nominated for re-election to the Board throughout the Employment Term as Executive Chairman.

Board Membership. This Agreement shall not affect the Employee's status as a member of the Board; provided that during the Term the Employee shall not receive any additional compensation for services as a member of the Board. Notwithstanding the foregoing, the Employee hereby resigns from the Audit Committee of the Board, effective immediately prior to his appointment as President and CEO. Subject to any delay that may be required by applicable New York Stock Exchange and Securities and Exchange Commission rules, the Employee shall be restored to such position once his tenure as President and CEO ends.

Board Committee Membership. The Company represents that, as of the date hereof, the only Board committees are the Audit Committee, the Compensation Committee and the Corporate Governance/Nominating Committee. The Board shall not form an Executive Committee, strategy, transaction or other similar committee or committee with a mandate concerning strategy, strategic alternatives, financing (other than pricing) or transactions (of the Board or any other committee) unless the Monarch Designee is offered the opportunity to be a member thereof. Subject to the foregoing sentence, all formal Board consideration of strategic alternatives for the Company (including, without limitation, any Extraordinary Transactions) will take place only at the full Board level or by a committee thereof formed for such purpose after the date hereof, of which, for the avoidance of doubt, the Monarch Designee is offered the opportunity to be, and becomes, a member.

Membership on the Board. A non-employee director’s membership on the Board is considered “terminated” in the event of his or her # Removal; # not being re-nominated for membership on the Board for the next succeeding period; # being nominated for membership on the Board for the next succeeding period but not being reelected for membership on the Board for such period by the Company’s shareholders; or # resignation from the Board, in any such case, prior to the actual vesting or lapse of any other forfeiture restrictions, as may be determined by the Committee, in its sole discretion. “Removal” for purposes of this provision shall mean the removal of a non-employee director from the Board, with or without cause, in accordance with the Company’s Articles of Incorporation, bylaws, or the Nevada Revised Statutes.

Membership. The Committee shall be comprised of three (3) representatives (or such other number of representatives as the Parties may agree) from each of Evoke and Eversana. Each Party shall provide the other with a list of its initial members of the Committee no later than fifteen (15) days prior to the first scheduled meeting of the Committee, which shall be no later than thirty (30) days after the Effective Date. Each Party may replace any or all of its representatives on the Committee at any time upon written notice to the other Party in accordance with Section 15. Each representative of a Party shall have relevant expertise in pharmaceutical drug product Commercialization, and be suitable in seniority and experience and have been delegated the authority to make decisions on behalf of the applicable Party with respect to matters within the scope of the Committee’s responsibilities. Any member of the Committee may designate a substitute to attend and perform the functions of that member at any meeting of the Committee. Each Party may, in its reasonable discretion, invite non-member representatives of such Party to attend meetings of the Committee as non-voting participants, subject to the confidentiality obligations of Section 11. Evoke shall designate a chairperson to oversee the operation of the Committee. Such chairperson shall confer with the Alliance Managers of both Parties prior to each Committee meeting to identify issues for review and discussion at each Committee meeting, and circulate a meeting agenda at least one (1) week before the meeting.

Membership. Each of Enanta and Abbott shall designate an equal (not less than two (2)) number of representatives to the JSC who shall be members of senior management with decision-making authority. Unless otherwise agreed by the Parties, one (1) representative of each Party shall be designated as Co-Chairs of the JSC. Each Party shall have the right at any time to substitute individuals, on a permanent or temporary basis, for any of its previously designated representatives to the JSC by giving written notice to the other Party; provided such substitute has similar decision-making authority within that Party’s organization as the individual being replaced.

Membership. Each of Enanta and Abbott shall designate an equal (not less than two (2)) number of representatives to the JDCC. Unless otherwise agreed by the Parties, Abbott shall designate one (1) of its designees as the Chairman. Each Party shall have the right at any time to substitute individuals, on a permanent or temporary basis, for any of its previously designated representatives to the JDCC by giving written notice to the other Party.

Membership. The JDC shall be comprised of an equal number of representatives from each of [[Durect:Organization]] and Gilead, and unless otherwise agreed such number shall be ​, with each Party’s Alliance Manager attending each JDC meetings as a non-voting attendee. Either Party may replace its respective JDC representatives at any time with prior notice to the other Party in accordance with [Section 12.5], provided that such replacement is of comparable authority and scope of functional responsibility within that Party’s organization as the individual he or she is replacing. Unless otherwise agreed by the Parties, the JDC shall have at least one (1) representative with relevant decision-making authority from each Party such that the JDC is able to effectuate all of its decisions within the scope of its responsibilities. ​as the chairperson for the JDC ​ (the “Chairperson”), and Gilead shall appoint the ​ Chairperson upon written notice to [[Durect:Organization]]. The Chairperson of the JDC shall be responsible for calling meetings, preparing and circulating an agenda in advance of each meeting (any such agenda will include every matter requested by either Party), and circulating minutes of each meeting within ​ thereafter, which minutes shall reflect decisions of the JDC made in accordance with Section 2.2 and ​.