Board of Managers. Except as reserved to the Members in this Agreement or delegated to an Officer, the business and affairs of the Company shall be managed under the direction of the Board of Managers (“Board of Managers”), and the Board of Managers shall have power and authority to manage and direct the business and affairs of the Company Approval by or actions taken by the Board of Managers in accordance with this Agreement shall constitute approval or action by the Company.

Action by Board of Managers. Any action required or permitted to be taken by the Board of Managers shall be taken by written consent of the Board of Managers in accordance with this Section 6.1(e), without a meeting of the Board of Managers. Any action taken by the Board of Managers shall be evidenced by one or more written consents describing the action to be taken by the Board of Managers that are signed by the Managers entitled to vote on such matter. Unless otherwise provided by this Agreement, action taken under this Section 6.1(e) is effective when a majority of the Managers have signed the consent, unless the consent specifies a different effective date. Notwithstanding the foregoing, any action proposed to be taken by written consent shall be delivered to each Manager at least 72 hours prior [[Organization B:Organization]] execution and effectiveness of such action by written consent. An electronic mail or similar transmission by a Manager, or other electronic reproduction of a writing signed by a Manager, shall be regarded as signed by the Manager for purposes of this Section 6.1(e). For purposes of this Agreement, each Manager shall have one vote on each matter submitted to a vote of the Board of Managers and a “majority of the Managers” or similar means the Managers holding a majority of the votes of all of the Managers entitled to be cast hereunder.

Managers. Each of the Members acknowledges and agrees that # each Manager that is not an employee of the Company or any Company Subsidiary is the designee of the Member(s) that appointed such Manager, is acting, in his or her capacity as a Manager, as a proxy for such Member(s) with respect [[Organization B:Organization]] management of the Company and does not have, in his or her capacity as a Manager, any duties (including fiduciary duties) [[Organization B:Organization]], any Company Subsidiary or any other Member, nor shall any Member have any such duty, and # each Manager that is not an employee of the Company or any Company subsidiary, in determining whether or not to vote in support of or against any particular decision for which the Board of Managers’ consent is required, may act in and consider the best interest of the Member who designated such Manager and shall not be required to act in or consider the best interests of the Company or the other Members or parties hereto, except [[Organization B:Organization]] extent expressly set forth in this Agreement. Each of the Members agree that any duties [[Organization B:Organization]] or to any other Member, whether express or implied (including fiduciary duties), of a Manager that is not an

Designation of Managers. The Board of Managers shall at all times consist of six (6) Managers. Three Managers shall be appointed by [[Cargill:Organization]] and three Managers shall be appointed by [[CHS:Organization]] and each Member may appoint such alternate Managers as such Member deems advisable. Each of the Members may appoint or replace any or all of its Managers or alternate Managers of the Board of Managers by written notice to the Company and the other Member. Each of the Members shall at all times maintain in effect the appointment of at least one (1) Manager. Each Manager shall serve for indefinite terms at the pleasure of the appointing Member. The Managers of the Company, as appointed by each Member, are set forth on [Exhibit 5.2].

Liability of Managers. Except in the case where the Managers are guilty of fraud, gross negligence, misconduct, reckless disregard of duty or a criminal act which is a felony, no Manager shall be liable to the Company or any Member for any loss, damage, liability or expense suffered by the Company or any Member on account of any action taken or omitted to be taken by him as a Manager.

​ have each effectively resigned from their position as manager of the Company. There is no claim (whether under common law, contract, equity, statute or otherwise and whether present, future, actual, contingent or otherwise) against the Company, or its managers, officers, employees or members on behalf of either ​ in respect of loss of office as a manager of the Company or to any claim for compensation for arrears of pay. There is no outstanding agreement under which the Company has or could have any debt, liability or other obligation to either ​.

Alliance Managers. Promptly after the Effective Date, each Party shall appoint an individual to act as the alliance manager for such Party (each, an “Alliance Manager”). The Alliance Managers shall not be members of any Committee, but shall be permitted to attend meetings of any Committee as a nonvoting observer. The Alliance Managers shall be the primary point of contact for the Parties regarding their collaboration under this Agreement and shall facilitate communication regarding all activities under this Agreement, including relating to decisions made by the Committees. Each Party may change its designated Alliance Manager from time to time upon notice to the other Party. The name and contact information for each Alliance Manager and any replacement shall be promptly provided to the other Party.

Alliance Managers. Promptly after the Effective Date, each Party shall appoint a person who shall oversee communications between the Parties for all matters between meetings of the JRC and shall have such other responsibilities as the Parties may agree in writing after the Effective Date (each, an “Alliance Manager”). The Alliance Managers shall attend JRC meetings as non-voting participants. Each Party may replace its Alliance Manager at any time by providing prior written notice (which may be by email) to the other Party. Each Party shall bear the costs of its Alliance Manager.

Alliance Managers. Each Party shall designate a single person (each, an “Alliance Manager”) to oversee contact between the Parties for all matters related to Commercialization of the Product. Except as otherwise specified herein, the Alliance Managers shall: # function as a single point of contact in all substantive communications with the other Party relative to the performance of by Eversana of its Commercialization obligations; and # perform any other functions agreed by the Parties. Each Party may replace its Alliance Manager at any time by written notice to the other Party. The initial Alliance Managers are set forth on [Exhibit E].

Alliance Managers. Each Party shall appoint a person who shall oversee interactions between the Parties for all matters related to this Agreement, and any related agreements between the Parties (each an “Alliance Manager”). The Alliance Managers shall endeavor to ensure clear and responsive communication between the Parties and the effective exchange of information, and shall serve as a single point of contact for all matters arising under this Agreement. The Alliance Managers shall have the right to attend all JPC meetings, and may bring to the attention of the JPC any matters and issues either of them reasonably believes should be discussed, and shall have such other responsibilities related to this agreement as the Parties may mutually agree in writing. Each Party may designate different Alliance Managers by notice in writing to the other Party. Alliance Managers shall have no authority to amend or modify any provisions of this Agreement and no authority to waive or definitively interpret the provisions of this Agreement.