Membership. Except as otherwise stated herein, each Committee shall be composed of ​ representatives (or such other equal number of representatives as the Parties may agree) from each of ITEOS and GSK. Either Party may replace its respective Committee representatives at any time with prior written notice to the other Party, provided that such replacement is of comparable authority and scope of functional responsibility within that Party’s organization as the person he or she is replacing. Each Party’s representatives to each Committee shall be individuals suitable in seniority, experience, and relevant decision-making authority to make decisions within the scope of the applicable Committee’s responsibilities; provided that it is understood that such representatives may need to seek appropriate authority from the relevant Party with respect to certain matters. For each Committee, each Party shall designate one of its representatives on such Committee to co-chair the meetings for such Committee (each, a “Co-Chair”). The Co-Chairs shall coordinate and prepare the agenda for, and ensure the orderly conduct of, the meetings of such Committee and solicit applicable items from Committee members and provide an agenda, along with appropriate information, reasonably in advance of any meeting. Such agenda shall include all items requested by either Co-Chair for inclusion therein. If the Co-Chairs or another Committee member from either Party is unable to attend or participate in a meeting of such Committee, then the Party whose Co-Chair or member is unable to attend may designate a substitute co-chair or other representative for the meeting, provided that such substitute is of comparable authority and scope of functional responsibility within that Party’s organization as the person he or she is substituting. The Alliance Managers shall assist the Co-Chairs of the JSC with respect to the foregoing activities, and attend all meetings of the JSC as non-voting members; provided that attendance by the Alliance Manager does not count towards either Party’s representation on the JSC.

Membership. The JSC shall consist of six (6) members total, with three (3) appointed by Eucure and three (3) appointed by Tracon, each of whom shall have appropriate technical credentials, experience, knowledge, and authority within such Party’s organization. Within ​ following the Effective Date, each Party shall designate its initial members to serve on the JSC. Each Party may replace its representatives on the JSC by written notice to the other Party. The Parties shall alternate, on a meeting by meeting basis, in appointing one (1) of their representatives on the JSC to act as the chairperson of the JSC for the meeting. The chairperson shall prepare and circulate agendas prior to each JSC meeting and subsequently, promptly provide to the Parties reasonably detailed drafts of the minutes of each such meeting. The Parties shall promptly discuss any comments on such minutes and finalize the minutes no later than ​ prior to the date of the next JSC meeting. The JSC members of each Party shall, where practical to do so, supply to the JSC members of the other Party copies of materials to be presented at a meeting at least ​ hours in advance of such meeting.

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.

Membership. The JSC shall be comprised of three (3) representatives (or such other number of representatives as the Parties may agree) from each of EISAI and [[EPIZYME:Organization]]. Each Party may replace any or all of its representatives on the JSC at any time upon written notice to the other Party. Each representative of a Party shall have sufficient seniority and expertise in the biotechnology and pharmaceutical industry to participate on the JSC. Any member of the JSC may designate a substitute to attend and perform the functions of that member at any meeting of the JSC, provided that such substitute meets the foregoing qualifications. Each Party may, subject to the other Party’s prior approval, invite non-member representatives of such Party to attend meetings of the JSC as non-voting participants, subject to the confidentiality obligations of Article 10. [[EPIZYME:Organization]] shall designate a chairperson (the “Chairperson”) to oversee the operation of the JSC.

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.

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.

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.

Membership. Each Joint Team will be comprised of ​ representatives (or such other number of representatives as the Parties may mutually agree; provided that such Joint Team will consist at all times of an equal number of representatives of each Party, unless otherwise agreed by the Parties in writing) from each of Licensee and Relay. Unless otherwise agreed by Licensee, Relay’s representatives will include its ​. Each representative of a Party will have sufficient seniority and expertise to participate on the applicable Joint Team as determined in such Party’s reasonable judgment. Licensee will designate a chairperson for each Joint Team, which chairperson will be responsible for developing, in consultation with the representatives of Relay, and circulating the agenda for the applicable Joint Team meeting reasonably in advance thereof. No chairperson will have additional powers or rights beyond those held by the other representative for the applicable Joint Team. Each Party may replace any or all of its representatives on a Joint Team at any time upon written notice to the other Party in accordance with Section 18.10.

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. 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.