“Committee” means the Joint Steering Committee, Joint Development Committee, Joint Commercialization Committee or Joint Manufacturing Committee, or any other subcommittee established under Article 4, as applicable.

“Joint Steering Committee” or “JSC” has the meaning set forth in Section 2.1.1.

Prior to the First Commercial Sale of a Licensed Product, the Steering Committee shall meet ​ per Calendar Year, or as otherwise mutually agreed by the Parties. The Steering Committee shall review Allena’s and its Affiliates’ activities and progress related to the Development of Licensed Products in the Field in the Territory during the preceding ​ and serve as a forum for the exchange of information between the Parties regarding the same. Following the First Commercial Sale of a Licensed Product, the Steering Committee shall cease to meet and automatically disband.

Within […​…] days after the Commencement Date, the parties shall establish the Joint Steering Committee (“JSC”).

Membership. The Parties shall, as soon as practicable and, in any event, no later than ​ days after the Effective Date, form a joint steering committee (the “Joint Steering Committee” or “JSC”). The Joint Steering Committee shall consist of # ​ to be selected by mutual agreement of Caribou and ​, # ​ representatives of Caribou and # ​ representatives of ​; provided that the Parties may agree in writing to a different ​ number of representatives. Unless the Parties agree differently in writing, the JSC shall be chaired by ​ (the “Committee Chair”). At least ​ representative from each Party shall have the authority to make decisions on behalf of and bind such Party within the scope of the authority of the JSC. Subject to the foregoing, each Party may replace its representatives to the Joint Steering Committee at any time upon written notice to the other Party and the Committee Chair may be replaced only upon the mutual written agreement of both Parties.

Following the close of each fiscal year, the Compensation Committee (with respect to incentives based on total Company performance) and the PIP Steering Committee (with respect to incentives based on segment, business unit, region and/or country performance) will determine the final achievement level of the financial and strategic performance targets and will apply the formula established by the Compensation Committee or PIP Steering Committee, as applicable, to determine the final business modifiers for the applicable fiscal year.

The PIP Steering Committee will be responsible for administering this Plan, except that the Compensation and Human Capital Committee of the Board of Directors (the "Compensation Committee") will be responsible for administering this Plan with respect to the Chief Executive Officer of the Company and other members of the Executive Leadership Team (the "ExLT") and for selection and approval of total Company metrics, targets, and payouts, as specified herein. The PIP Steering Committee will consist of no less than three persons, including the Chief Executive Officer, Chief Financial Officer, and Chief People Officer and such other senior executives as are designated from time to time by the Chief Executive Officer. The Chief People Officer shall have authority to act on behalf of the PIP Steering Committee with respect to all matters under this Plan.

JSC Decisions. The Joint Steering Committee shall work in good faith ​ on any action, decision or other matter for which it has authority under this Agreement, with each Party having one vote. ​. In the event that the Joint Steering Committee does not agree on any such action, decision or other matter within the scope of its responsibility, ​ shall have the final decision-making authority with respect to such action, decision or other matter.

Funding levels relating to ExLT incentive payments shall be determined by the Compensation Committee based on total Company performance as measured against the corporate financial and strategic performance targets in accordance with the formula established by the Compensation Committee. Funding levels tied to incentive payments below total Company shall be determined by the PIP Steering Committee based on the satisfaction of the performance targets in accordance with the formula established by the PIP Steering Committee at the beginning of the Fiscal Year. These funding levels are adjusted both upwards (for performance above target) and downwards (for performance below target). With respect to total Company, the Compensation Committee has the discretion to make adjustments to the Company’s operating results for unbudgeted items that are not considered part of BD’s ordinary operations and other events that significantly impacted BD’s performance. Similarly, the PIP Steering Committee has this same discretion for results below total Company.

within the jurisdiction of the JSC. From time to time, each Party may substitute one (1) or more of its representatives to the JSC on written notice to the other Party. The JSC shall be chaired on an annual rotating basis by a representative of either [[Organization A:Organization]] or ​, as applicable, on the Joint Steering Committee, with […​…] providing the first such chairperson. The chairperson shall appoint a secretary of the Joint Steering Committee, who shall be a representative of the other Party and who shall serve for the same annual term as such chairperson.