Mr. Hans Peter Hasler , Küssnacht SZ, Switzerland
Biogen Idec International B.V. , Lijnden, The Netherlands
1. The Principal owns the only share of Eidetica Biopharma LLC, Landis & Gyr Strasse 3, 6300 Zug,
Switzerland (the “Company”).
2. Upon request of the Principal, the Director agrees to continue to act as managing director of the Company
(or as chairman of the managing directors after the election of additional managing directors) in accordance
with the instructions and orders of the Principal. Guidelines as to a Director’s role and fiduciary and legal
duties are set out in the Schedule to this Agreement.
3. Unless otherwise agreed by the Parties, the Principal will give its instructions to the Director through Michael
4. All acts of the Company and all instructions and orders given to the Director and the management of the
Company shall respect the statutes of the Company, Swiss Law and sound commercial principles.
Should the Director refuse to take the responsibility for the execution of an instruction although the Principal
is insisting, the Director may resign as a director without any liability for untimely resignation. In this case the
Principal shall release the Director immediately from his duties and shall give him full discharge.
5. The Director may act on his own without instructions and orders if urgent measures have to be taken in the
interest of the Company or the Principal and no prior consultation with the Principal is possible.
6. Provided that the Director complies with his obligations hereunder and at law, the Principal assumes full
responsibility for the activity of the Director as a managing director or chairman of the managing directors
and his management of the Company. The Principal shall reimburse the Director for all costs and expenses
and shall indemnify him for all damages whatsoever in connection with this Agreement. The Principal s