Committee Decisions Final. All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants.

Committee Decisions Final. All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants.

Committee Decisions Final. All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants.

The discretion of the Administrator under the Plan and the Sub-Plan, including their interpretation and any decisions taken thereunder, shall be exercised reasonably (nach billigem Ermessen) in accordance with German law.

Board, Administrator and Committee Discretion and Decisions. The discretion of the Board, Administrator and any committee under the Plan and the Sub-Plan, including their interpretation and any decisions taken thereunder, shall be exercised reasonably (nach billigem Ermessen) in accordance with German law.

Board/Committee Resignation. Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination, to the extent applicable, from the board of directors (and any committees thereof) of any of the Company’s affiliated entities and/or subsidiaries (and if Executive fails to tender such resignation within five (5)) business days following the Company’s request for such resignation, all amounts payable under this Section 8 other than the Accrued Rights shall be forfeited). For the avoidance of doubt. Executive will not serve as a Director of the Company.

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.

means the Board of Directors of the Company.

shall mean the Board of Directors of the Company, as constituted from time to time.

Decisions of the Commercialization Committee. Decisions of the Commercialization Committee for matters within its decision-making purview shall be made by unanimous consent and shall only be valid if at least one (1) Commercialization Committee member appointed by each Party is present at the relevant Development and Manufacturing meeting. If the Commercialization Committee cannot agree on any particular topic within its decision-making purview within ​ days after it has met and attempted to reach such decision, then either Party may, by written notice to the other, have such issue referred to resolution pursuant to Section 16.3.1 (except that the time-period for discussion by the senior executives of the Parties shall be ​ days instead of ​ days), and thereafter if such issue has still not been resolved, then ​.