“Organization Documents” means, # with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdictions); # with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdictions); and # with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

notice of the formation of any Subsidiary; and

Committee Composition. The Plan shall be administered by the Committee. The Committee shall consist exclusively of three or more directors of the Company, who meet the independence requirements of NASDAQ and the Securities and Exchange Commission and shall be appointed by the Board. In addition, the composition of the Committee shall satisfy:

any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan Party;

any time, waiver or consent granted to, or composition with, any Obligor or other person;

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

“Product” means any pharmaceutical composition or preparation containing, as an active pharmaceutical ingredient, a Compound.

a composition, compromise, assignment or arrangement with any creditor of any member of the Group;

“IPO Listco” means any IPO Entity or any wholly owned subsidiary of Holdings formed in contemplation of an IPO to become the IPO Entity. Holdings shall, promptly following its formation, notify the Administrative Agent of the formation of any IPO Listco.

Section # Administration…………………………………………………………25 Section 11.2 Allocation of Fiduciary Responsibilities; Composition and Powers of Committee……………………………………………………….25 Section 11.3 Indemnification ………………………………………………………. 27 Section 11.4 Claims Procedures……………………………………………………. 28