Common use of PROCEEDINGS OF DIRECTORS Clause in Contracts

PROCEEDINGS OF DIRECTORS. 10.1 Any one director of the Company may call a meeting of the directors by sending a written notice to each other director. 10.2 The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable. 10.3 A director is deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other. 10.4 A director shall be given not less than 3 days’ notice of meetings of directors, but a meeting of directors held without 3 days’ notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting. 10.5 A director may by a written instrument appoint an alternate who need not be a director and the alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote in place of the director until the appointment lapses or is terminated. 10.6 A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of directors, unless there are only 2 directors in which case the quorum is 2. 10.7 If the Company has only one director the provisions herein contained for meetings of directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes. 10.8 At meetings of directors at which the Chairman of the Board is present, he shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the directors present shall choose one of their number to be chairman of the meeting. 10.9 An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of directors consented to in writing by all directors or by all members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last director has consented to the resolution by signed counterparts.

PROCEEDINGS OF DIRECTORS. 10.1 Any 5.1 The Board shall meet as necessary to discharge its duties, but in any case, no less frequently than one director time per quarter in Hong Kong (or by way of conference in accordance with subclause 5.8), unless decided otherwise by all the Company may call a meeting of the directors by sending a written notice to each other directorShareholders. 10.2 The directors 5.2 At least 72 hours’ notice of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable. 10.3 A director is deemed to be present at a each Board meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other. 10.4 A director shall be given not less than 3 days’ to each Director (wherever he may be) unless in any particular case all the Directors otherwise agree. The notice of meetings of directors, but a meeting of directors held without 3 days’ notice having been given to all directors shall be valid if accompanied by an agenda of all the directors entitled business to vote be transacted at the meeting. Any matter not on the agenda may not be raised at the meeting who do not attend waive notice of unless all the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that directorDirectors agree in writing. The inadvertent failure accidental omission to give notice of a meeting to a directorto, or the fact that non-receipt of notice of a director has not received the noticemeeting by, does any person entitled to receive notice shall not invalidate the proceedings at that meeting. 10.5 A director may 5.3 The quorum at meetings of the Board shall be two (2) Directors, of whom one (1) shall be Biz Cloud Director. 5.4 Each Director shall have one (1) vote on the Board and, subject to Clause 6 (Reserved Matters) or by any mandatory provision of the law, all resolutions for the time being shall be adopted by a written instrument appoint an alternate who need not be a director and the alternate shall be entitled to attend meetings in the absence majority of the director who appointed him and to vote in place Directors. The chairman of the director until Board for the appointment lapses time being shall not have a second or is terminatedcasting vote. 10.6 A 5.5 In the event that a Director or his alternate is not present at a meeting for which notice was given in accordance with subclause 5.2, within 60 minutes of directors is duly constituted the time appointed for the meeting, the meeting shall stand adjourned to a reasonable date and time agreed to by all purposes of the Directors who were present at the meeting but in any event within 72 hours of the original date and time scheduled for the meeting and if at the commencement of the adjourned meeting there are present in person a Director or by his alternate not less than one-half of the total number of directors, unless there are only 2 directors in which case the quorum is 2. 10.7 If the Company has only one director the provisions herein contained for meetings of directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes. 10.8 At meetings of directors at which the Chairman of the Board is present, he shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the directors Directors present shall choose one of their number to be chairman a quorum,provided that: (a) written notice of the adjournment was given to each Director at his usual address for service of notices of Board meetings not less than 24 hours before the date and time of the adjourned meeting; and (b) no agenda items may be considered at the adjourned meeting which were not specifically set out on the agenda for the meeting which was adjourned. 10.9 An action that may be taken 5.6 All acts done by the directors or a committee of directors at a meeting may also be taken by a Resolution of Directors the Board, or a resolution of a committee of directors consented the Board, or by a person acting as a Director shall, notwithstanding being discovered afterwards that there was a defect in the appointment of any Director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to in writing vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote. (a) A resolution which is signed by all directors or by all members the Directors entitled to receive notice of a meeting of the committee, Board or of a committee of the Board shall be as valid and effectual as if it had been passed at a meeting of the Board or (as the case may be, without ) a committee of the need for any notice. Board duly called and constituted. (b) The consent resolution may be contained in the form of counterparts one document or in several documents in like form, each counterpart being signed by one or more directors. If of the consent Directors concerned; but a resolution signed by an alternate Director need not also be signed by his appointor and, if it is signed by a Director who has appointed an alternate Director, it need not be signed by the alternate Director in one that capacity. (c) For the purposes of this subclause 5.7, the signing of a Director or more counterpartsalternate Director may be given by letter, and fax or e-mail. 5.8 A meeting of the counterparts bear Directors may consist of a conference between Directors, some or all of whom are in different datesplaces, then provided that each Director who participates is able: (a) to hear each of the resolution shall other participating Directors addressing the meeting; and (b) if he so wishes, to address all of the other participating Directors simultaneously, whether directly, by conference telephone or by any other form of communications equipment (whether or not in use when this Agreement is executed) or by a combination of those methods. 5.9 A quorum of at least the number of Directors required to form a quorum as set out in subclause 5.3 is deemed to be present if the conditions of subclause 5.8 are satisfied. 5.10 A meeting held as described in subclause 5.8 is deemed to take effect on place at the date upon which place where the last director largest group of participating Directors is assembled or, if no such group is readily identifiable, at the place from where the chairman of the meeting participates. 5.11 Provided that he has consented disclosed to the Directors the nature and extent of any Interest of his, a Director or his alternate may vote as a Director on any resolution by signed counterpartsconcerning any matter in which he has, directly or indirectly, an Interest and, if he votes, his vote shall be counted and he shall be counted in the quorum at the meetings of the Board when that resolution or matter is under consideration. 5.12 Notwithstanding any other provision herein to the contrary, upon the earlier of (a) the closing of a QIPO and (b) a Liquidation Event, this Clause 5 shall cease to have any effect.

PROCEEDINGS OF DIRECTORS. 10.1 Any one director 28.1 The Directors may meet together for the despatch of business adjourn and otherwise regulate their meetings as they think fit. 28.2 A Director may at any time and the Company may call Secretary at the request of a Director shall summon a meeting of the directors Directors by sending a written notice giving to each other director. 10.2 The directors Director and alternate Director not less than twenty-four hours’ Notice of the Company or meeting provided that any committee thereof meeting may meet be convened at such times shorter Notice and in such manner as each Director or his/her alternate Director shall approve and places within or outside provided further that unless otherwise resolved by the British Virgin Islands as the directors may determine to Directors Notices of Directors’ meetings need not be necessary or desirablein Writing. 10.3 28.3 Questions arising at any meeting shall be determined by a majority of votes. 28.4 In the case of an equality of votes the chairperson shall have a second or casting vote. 28.5 A director is deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other. 10.4 A director Directors at which a quorum is present shall be given competent to exercise all powers and discretions for the time being exercisable by the Directors. Wherever two or more Directors hold office the quorum necessary for the transaction of the business of the Directors shall be two or such greater number as may be fixed by the Directors. Where the quorum is two or more Directors, an alternate Director shall be counted in a quorum but so that not less than 3 days’ notice of meetings of directorstwo individuals will constitute the quorum. Where only one Director is in office he/she may, but a subject to Articles 28.6 and 28.8, exercise alone all the powers and discretions for the time being exercisable by the Directors. 28.6 A Director notwithstanding his/her interest may be counted in the quorum present at any meeting of directors held without 3 days’ notice having been given to all directors shall be valid if all the directors entitled to vote Directors at which any contract or arrangement in which he/she is interested is considered and, provided he/she has made the meeting who do not attend waive notice of the meetingdisclosure required by Article 27.1, and for this purpose the presence of a director at a meeting shall constitute waiver by that director. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting. 10.5 A director he/she may by a written instrument appoint an alternate who need not be a director and the alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote in place respect of the director until the appointment lapses any such contract or is terminatedarrangement except those concerning his/her own terms of appointment. 10.6 A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of directors, unless there are only 2 directors in which case the quorum is 2. 10.7 If the Company has only one director the provisions herein contained for meetings of directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes. 10.8 At meetings of directors at which the Chairman of the Board is present, he shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the directors present shall choose one of their number to be chairman of the meeting. 10.9 An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of directors consented to in writing by all directors or by all members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last director has consented to the resolution by signed counterparts.

PROCEEDINGS OF DIRECTORS. 10.1 18.1 Any one director of the Company Director may call a meeting of the directors Directors by sending a written notice to each the other directorDirectors or the Secretary. 10.2 18.2 The directors of the Company Board or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors Board may determine to be necessary or desirable. 10.3 18.3 A director Director is deemed to be present at a meeting of directors Directors if he that Director participates by telephone or other electronic means and all directors Directors participating in the meeting are able to hear each other. 10.4 18.4 A director Director shall be given not less than 3 days’ one (1) day’s notice of meetings of directorsBoard meetings, but a Board meeting of directors held without 3 days’ one (1) day’s notice having been given to all directors Directors shall be valid if all at least 50% of the directors Directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director Director at a meeting shall constitute waiver by that directorDirector. The inadvertent failure to give notice of a meeting to a directorDirector, or the fact that a director Director has not received the notice, does not invalidate the meeting. 10.5 18.5 A director may by a written instrument appoint an alternate who need not be a director and the alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote in place of the director until the appointment lapses or is terminated. 10.6 A Board meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of directors, unless there are only 2 directors in which case the quorum is two (2) Directors. 10.7 18.6 If the Company has only one director (1) Director the provisions herein contained for meetings of directors Directors do not apply and such sole director Director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the these Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole director Director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes. 10.8 18.7 At Board meetings of directors at which the Chairman Chairperson of the Board is present, he the Chairperson of the Board shall preside as chairman Chairperson of the meeting. If there is no Chairman Chairperson of the Board or if the Chairman Chairperson of the Board is not present, the directors Directors present shall choose one of their number to be chairman Chairperson of the meeting. 10.9 18.8 An action that may be taken by the directors Directors or a committee of directors Directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of directors Directors consented to in writing or by telex, telegram, cable or other written electronic communication by all directors the Directors or by all the members of the committee, as the case may be, without the need for any notice. The consent A written resolution consented to in such manner may be consist of several documents, including written electronic communication, in the like form of counterparts each counterpart being signed or assented to by one or more directorsDirectors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last director Director has consented to the resolution by signed counterparts. 18.9 All acts done by any Board meeting or of a meeting of the committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.

PROCEEDINGS OF DIRECTORS. 10.1 10.1. Any one director (including, without limitation, any one director appointed by the holders of Preferred Shares) of the Company may call a meeting of the directors by sending a written notice to each other director. 10.2 10.2. The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable. 10.3 10.3. A director is deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other. 10.4 10.4. A director shall be given not less than 3 days’ seven (7) days notice of meetings of directors, but a meeting of directors held without 3 days’ seven (7) days notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, notice does not invalidate the meeting. 10.5 10.5. A director may by a written instrument appoint an alternate who need not be a director and the alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote in place of the director until the appointment lapses or is terminated. 10.6 10.6. A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of three (3) directors, unless at least one (1) of which shall be a director appointed by Sequoia Capital China I, L.P., and at least one (1) of which shall be a director appointed by holders of Series B Shares If within two (2) hours from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the sixth (6th) business day at the same time and place, and if at the adjourned meeting there are only 2 directors present within one hour from the time appointed for the meeting in which case person or by proxy not less than three (3) directors, those present shall constitute a quorum but otherwise the quorum is 2meeting shall be dissolved. 10.7 10.7. If the Company has only one director the provisions herein contained for meetings of directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes. 10.8 10.8. At meetings of directors at which the Chairman of the Board is present, he shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the directors present shall choose one of their number to be chairman of the meeting. 10.9 10.9. An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of directors consented to in writing by all directors or by all members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more more, directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which which: the last director has consented to the resolution by signed counterparts.

PROCEEDINGS OF DIRECTORS. 10.1 8.1 Any one director Director may, and the secretary of the Company may at the request of any Director or Shareholder shall, call a meeting Board meeting. Board meetings shall be held four times a year, although any Director may request that additional meetings be held in any given year. The following provisions shall apply in respect of the directors location of Board meetings: (A) subject to clause 8.1(B), all Board meetings shall be held in the United Kingdom; and (B) one Board meeting in any Accounting Period may, if so determined by sending the Board, be held in any other country (other than the United Kingdom), provided that in the event that such other country is not the United States of America, Pfizer and GSK shall jointly select such country with due regard to the risk of establishing tax residence or any other taxable presence in that country; and (C) any Director not physically present at a written Board meeting shall be entitled to participate in such meeting by telephone, provided that a majority of the Directors attending such meeting are physically present at that Board meeting or are physically present in the United Kingdom or the United States of America at the time of that Board meeting. 8.2 Unless otherwise agreed in writing by the Shareholders, or where shorter notice is reasonably determined to be necessary by the Chair or the CEO to deal with any emergency or urgent issue, at least 10 Business Days’ notice of each Board meeting shall be given to each other directorDirector and the notice shall be accompanied by an agenda, setting out in such detail as is reasonable and practicable in the circumstances, the subject matter of the meeting. The Company shall procure that any papers to be circulated to the Directors in respect of such meeting, if not circulated with the notice and the agenda, shall be circulated as soon as reasonably practicable thereafter and in any event not less than 48 hours prior to such meeting. Breach of this clause 8.2 shall not affect the validity of any Board meeting which has otherwise been validly convened and which is quorate. 10.2 8.3 Subject to clause 8.5, the following provisions shall apply in respect of quorum: (A) a Board meeting (including any reconvened Board meeting held pursuant to clause 8.3(C)) shall be quorate if at least two Directors, including at least one A Director and at least one B Director, are present or represented by an alternate, save that, where no A Director has attended or been represented by an alternate at the previous two Board meetings that were properly called and noticed or where no B Director has attended or been represented by an alternate at the previous two Board meetings that were properly called and noticed, such a meeting shall be quorate if at least two Directors (whether or not an A Director and a B Director are amongst their number) are present or represented by an alternate; (B) a Director present or represented by an alternate shall be counted in the quorum and be entitled to vote at a Board meeting on any resolution to be put to the Directors at such meeting; and (C) if a quorum is not present at a Board meeting at the time when any business is considered, such meeting shall be reconvened. At least five Business Days’ notice of any reconvened meeting shall be given to the Directors unless otherwise agreed in writing by the Shareholders. 8.4 Resolutions of the Directors shall be decided by a majority of the votes cast and each Director present or represented by an alternate shall have one vote, save that, in the event that, at any meeting, not all the A Directors or B Directors (as the case may be) are present, the A Directors or the B Directors (as the case may be) that are present shall possess in that meeting the combined voting power of all of the A Directors or the B Directors (as the case may be) at such meeting. In the case of an equality of votes, the Chair of the meeting shall not have a casting vote. 8.5 The directors following provisions shall apply in the event of a Stand-Aside Matter: (A) a Director or an alternate for such Director shall not be: (i) entitled to attend or vote at the part of any Board meeting at which any Stand-Aside Matter is considered in respect of any GSK Shareholder or any other member of its Group (if he or she is an A Director or an alternate for such Director) or any Pfizer Shareholder or any other member of its Group (if he or she is a B Director or an alternate for such Director) (each a “Stand-Aside Party” in relation to such Director); or (ii) counted in the quorum (nor shall his or her presence be required in order to constitute a quorum if it would otherwise be required under this agreement) for any part of a Board meeting referred to in clause 8.5(A)(i) and, in such circumstances: (a) where the Stand-Aside Party is a member of GSK’s Group, a quorum shall exist if at least two B Directors are present or represented by an alternate; and (b) where the Stand-Aside Party is a member of Pfizer’s Group, a quorum shall exist if at least two A Directors are present or represented by an alternate, save that, in respect of the matters referred to in sub-paragraphs (iii) and (iv) of the definition of Stand-Aside Matter, the provisions of clauses 8.5(A)(i) and 8.5(A)(ii) shall not apply to the CEO, who shall therefore be entitled to attend, vote and be counted in the quorum at any part of any Board meeting, regardless of whether any Stand-Aside Matter is being considered in respect of any GSK Shareholder (or such other member of its Group) during such part of such Board meeting; (B) any decisions, actions or negotiations to be taken or conducted by any member of the Company’s Group in relation to a Stand-Aside Matter shall be delegated to those Directors (including, where relevant, the CEO) that are entitled, in accordance with clause 8.5(A)(ii), to count in the quorum for the relevant part of the relevant Board meeting referred to in clause 8.5(A)(i), and that delegation shall be on terms which give those Directors (including, where relevant, the CEO), acting on a majority basis, full authority on behalf of the relevant member of the Company’s Group to take such decisions and actions and conduct such negotiations as they shall (acting in good faith in the best interests of the relevant member of the Company’s Group, having regard to their fiduciary duties and subject always to clause 23.1 but otherwise acting in their absolute discretion) think fit; and (C) any claim or right of action which the Company or another member of its Group may have in respect of a breach of this agreement or any Transaction Document or other applicable agreement within the definition of Stand-Aside Matter or any other obligation owed to the Company or any other member of its Group where a Shareholder or another member of its Group is alleged to be responsible for the breach or responsible for performance of the obligation shall be prosecuted, as follows: (i) where the person alleged to be responsible is a member of GSK’s Group, by the B Directors; and (ii) where the person alleged to be responsible is a member of Pfizer’s Group, by the A Directors, and those Directors, acting on a majority basis, shall have full authority on behalf of the Company or the relevant member of its Group to notify, commence proceedings in respect of, negotiate, litigate and settle any claim arising out of the breach (or alleged breach) or exercise any right (including any right of termination) arising out of the breach (or alleged breach) (acting in good faith in the best interests of the relevant member of the Company’s Group, having regard to their fiduciary duties and subject always to clause 23.1 but otherwise acting in their absolute discretion) and the Shareholders shall take all steps within their power to give effect to the provisions of this clause 8.5(C). 8.6 Subject to clause 4, the Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to any committee thereof consisting of such persons (whether or not Directors) as it sees fit, provided that the Pfizer Shareholder shall have the right to appoint such number of its representatives to any such committee as results in those representatives comprising the same proportion (or as nearly the same proportion as may meet at such times and in such manner and places within or outside the British Virgin Islands be reasonably practicable) of that committee as the directors may determine proportion that the B Directors represent to be necessary or desirable. 10.3 A director is deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other. 10.4 A director shall be given not less than 3 days’ notice of meetings of directors, but a meeting of directors held without 3 days’ notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting. 10.5 A director may by a written instrument appoint an alternate who need not be a director and the alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote in place of the director until the appointment lapses or is terminated. 10.6 A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of directorsDirectors on the Board (and in any event no less than one such representative on each committee) (and, for the avoidance of doubt, clause 8.4 shall apply mutatis mutandis in relation to the voting rights of such representatives on the committee). Any committee so formed shall, in the exercise of its powers, authorities and discretions so delegated, conform to any requirements or restrictions which may be imposed on it by the Board. The meetings and proceedings of any such committee shall be governed by the provisions contained in this clause 8, unless there are only 2 directors in which case the quorum is 2parties otherwise agree. 10.7 If 8.7 In the Company has only one director event that: (A) any Shareholder or member of its Group does any of the provisions herein contained for meetings things specified in clause 25.2(B) or (C) or enters into any agreement, arrangement or understanding to do any of directors do not apply and such sole director has full power things; or (B) a GSK Strategic Transaction or a Pfizer Strategic Transaction occurs, and, as a result thereof or following which, such Shareholder or a member of its Group owns or is committed to represent and act for acquire a Competing Business which [***] (a “Material Competing Business”), then the Company in relevant Shareholder shall: (i) take all matters actions as are not necessary or desirable to ensure that no confidential information that is provided to such Shareholder or any member of its Group (including any of its nominee Directors) in relation to the Company’s Group pursuant to this agreement shall be disclosed to or shall be in any way accessible by any person who has any material involvement with the Actoperations, the Memorandum strategy or the Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes. 10.8 At meetings of directors at which the Chairman business affairs of the Board is presentMaterial Competing Business (other than the CEO, he shall preside as chairman CFO or other senior management-level executive of the meeting. If there is no Chairman of the Board GSK (or if the Chairman of the Board is not present, the directors present shall choose one of their number to be chairman of the meeting. 10.9 An action that may be taken by the directors its ultimate parent company) or a committee of directors at a meeting may also be taken by a Resolution of Directors Pfizer (or a resolution of a committee of directors consented to in writing by all directors or by all members of the committeeits ultimate parent company), as the case may be, without the need for any notice. The consent may be as long as that person has no day-to-day involvement in the form running of counterparts each counterpart being signed the Material Competing Business or direct or supervisory responsibility for competitive sales, pricing, marketing or product or service innovation with respect to products or services of the Material Competing Business that compete with products or services offered by one the Business (a “Permitted Executive”)); (ii) if and to the extent necessary in order to ensure that paragraph (A) is satisfied, remove (pursuant to clause 6.1 or more directors. If 6.2 (as applicable)) any of its nominee Directors who may following such event be reasonably expected to have any material involvement with the consent operations, strategy or business affairs of the Material Competing Business (provided that it shall not be required to remove any person who is in one an A Director or more counterparts, a B Director who is also a Permitted Executive); and (iii) take all such other reasonable actions as are necessary or desirable to ensure that the provision of information pursuant to this agreement and the counterparts bear different datesperformance of any other obligations pursuant to this agreement will not breach any applicable Law, then in each case unless and until that Material Competing Business (a) has been disposed of in its entirety by the resolution relevant member(s) of the relevant Shareholder’s Group to the Company (or another member of the Company’s Group) or to a person outside the relevant Shareholder’s Group or (b) has otherwise ceased to be a Material Competing Business. Nothing in this clause 8.7 shall prevent the provision of information to any member of a Shareholder’s Group pursuant to clause 9 where such information is required in relation to the financial reporting and Tax-related obligations of such Shareholder’s Group, always provided that each Shareholder shall take effect on reasonable steps to ensure that any underlying information made available pursuant to clause 9 which is not at that time publicly reported shall not be accessible by any person who has any material involvement with the date upon which operations, strategy or business affairs of the last director has consented to the resolution Material Competing Business except as permitted by signed counterpartsclause 8.7.

PROCEEDINGS OF DIRECTORS. 10.1 Any one director 24.1 Except as otherwise provided by these Articles, the Board of Directors shall meet together for the dispatch of business, convening, adjourning and otherwise regulating its meetings as it thinks fit. Questions arising at any meeting shall be decided by a majority of the Company Directors present at a meeting at which there is a quorum. 24.2 Regularly scheduled meetings of the Board of Directors may call be held at such time and at such place as shall from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the Chief Executive Officer, the President or a majority of the Directors. 24.3 No notice need be given of any regular meeting of the directors by sending Board of Directors or of any adjourned meeting of the Board of Directors. No notice need be given to any Director who signs a written waiver thereof or who attends the meeting without protesting the lack of notice. Notices need not state the purpose of the meeting. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except when a Director attends and makes it known that he is attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully convened, and such purpose is duly recorded in the minutes of such meeting. 24.4 Notice of each special meeting of the Board of Directors shall be given to each Director either by first class United States mail at least three days before the meeting, by "overnight" or other express delivery service at least two days before the meeting, or by electronic mail, telegram, telex, cable, telecopy, facsimile, personal written delivery or telephone at least one day before the meeting. Any notice given by telephone shall be immediately confirmed by telegram, telex, cable, telecopy or facsimile. Notices are deemed to have been given: by mail, when deposited in the United States mail with postage prepaid; by "overnight" or other express delivery service, the day after sending; by electronic mail, telegram, telex, or cable, at the time of sending; by telecopy or facsimile, upon receipt of a transmittal confirmation; and by personal delivery or telephone, at the time of delivery. Written notices shall be sent to a director at the address designated by such Director for that purpose or, if none has been so designated, at such director's last known residence or business address. Without limiting the generality of any provisions hereof, written notice shall include notice provided by electronic mail. 10.2 24.5 The directors quorum necessary for the transaction of the Company business of the Board of Directors shall be a majority of the whole Board of Directors. 24.6 All acts done at any meeting of the Board of Directors or of a committee of the Board of Directors shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director be as valid as if every such person had been duly appointed and qualified to be a Director. 24.7 Any one or more members of the Board of Directors or any committee thereof may meet participate in a meeting of such Board of Directors or committee by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirablemeeting. 10.3 24.8 A director is deemed to resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of Directors shall be present as valid and effectual as if it had been passed at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other. 10.4 A director shall be given not less than 3 days’ notice of meetings of directors, but a meeting of directors held without 3 days’ notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting. 10.5 A director may by a written instrument appoint an alternate who need not be a director and the alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote in place of the director until the appointment lapses or is terminated. 10.6 A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of directors, unless there are only 2 directors in which case the quorum is 2. 10.7 If the Company has only one director the provisions herein contained for meetings of directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes. 10.8 At meetings of directors at which the Chairman of the Board is present, he shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the directors present shall choose one of their number to be chairman of the meeting. 10.9 An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of directors consented to in writing by all directors or by all members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more directors. If the consent is in one or more counterparts, duly convened and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last director has consented to the resolution by signed counterpartsheld.