Academic/Nonprofit Member Policy

1. Academic/Nonprofit Members. Academic/Nonprofit Members must meet the criteria set by the Board of Directors prior to applying for membership. All applications for Academic/Nonprofit Members must be approved by the Board of Directors.

2. Term of Academic/Nonprofit Members.

a) After approval of the membership of the Academic/Nonprofit Member by the Board of Directors, the effective date for the membership of an Academic/Nonprofit Member shall be the date on which the Academic/Nonprofit Member has executed the Academic/Nonprofit Member Agreement and the admission has been approved by the Board of Directors. The term of the membership of an Academic/Nonprofit Member shall terminate as provided in the Academic/Nonprofit Member Agreement.

(b) The effective date of the end of the term of an Academic/Nonprofit Member shall be as follows: (i) the date of receipt of the resignation by the Secretary, (ii) the date of termination notice as provided in Section 3(b), or (iii) the termination date in the Academic/Nonprofit Member Agreement.

3. Resignation or Termination of Academic/Nonprofit Members.

a) An Academic/Nonprofit Member may resign its membership by written notice to the Secretary.

b) Any Director may make a motion to terminate an Academic/Nonprofit Member for breach of the Academic/Nonprofit Member Agreement and provide reasonable detail on the nature of the breach. If the breach is not cured within the period provided in the Academic/Nonprofit Member Agreement, the Board of Directors shall vote on termination of the Academic/Nonprofit Member by a majority of the members of the Board of Directors. If the Board of Directors approves the termination of the Academic/Nonprofit Member, the Secretary shall give written notice to the Academic/Nonprofit Member.

c) If an Academic/Nonprofit Member becomes Affiliated with another Member, such Academic/Nonprofit Member (“Controlled Academic/Nonprofit Member”) shall cease to be an Academic/Nonprofit Member on the closing date of the transaction which results in the Academic/Nonprofit Member becoming a Controlled Academic/Nonprofit Member.

4. Appointment of New Academic/Nonprofit Members. Any entity may nominate itself to be a new Academic/Nonprofit Member using the following procedure. Any proposed new Academic/Nonprofit Member may not be Affiliated with one of the Platinum Members or Silver Members on the date of its application. The nomination must be in writing to the Secretary with the information determined by the Board of Directors. The Secretary shall promptly provide a copy of such nomination to all of the members of the Board of Directors. The Board of Directors shall consider the application of the nominee at its next meeting. If the Board of Directors approves the admission, the entity shall become an Academic/Nonprofit Member as provided in Section 2.

5. List of Academic/Nonprofit Members. The Secretary shall publish the list of the names of the Academic/Nonprofit Members but without their contact information. Upon a written request by a Platinum Member, Silver Member, or Academic/Nonprofit Member for the purposes permitted by Delaware Corporate Law, the Secretary shall make available the contact information of all Academic/Nonprofit Members solely for the purposes permitted under Delaware Corporate Law and such information shall be treated as confidential.