Exhibit 10.1

EXECUTION COPY

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.

LIMITED LIABILITY COMPANY AGREEMENT

OF

OPEN INVENTION NETWORK LLC

TABLE OF CONTENTS

i

ii

iii

EXHIBITS

SCHEDULES

iv

LIMITED LIABILITY COMPANY AGREEMENT

OF

OPEN INVENTION NETWORK LLC

This Limited Liability Company Agreement (this “Agreement”) of OPEN INVENTION NETWORK LLC (the “Company”), dated and effective as of November 8, 2005, is entered into among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation, NOVELL, INC., a Delaware corporation, RED HAT, INC., a Delaware corporation, SONY CORPORATION OF AMERICA, a New York corporation, and ROYAL PHILIPS ELECTRONICS NORTH AMERICA CORPORATION, a Delaware corporation.

WHEREAS the Initial Members desire to enter into this Agreement to set forth certain agreements relating to the ownership, management and operation of the Company;

WHEREAS the Initial Members have made, simultaneously with the execution and delivery of this Agreement, the Initial Capital Contributions;

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby form a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. §§18-101, et seq.), as amended from time to time (the “Delaware Act”), as provided herein, and hereby agree as follows:

ARTICLE I

Defined Terms

SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Article I shall, for the purposes of this Agreement, have the meanings herein specified.

“Additional Member” shall have the meaning set forth in Section 3.01(b).

“Additional Transferee Member” shall have the meaning set forth in Section 11.02(a).

“Additional Membership Interests” shall mean any Membership Interest that is acquired after the Initial Capital Contributions.

“Adoption Agreement” shall mean an agreement, substantially in the form of Exhibit A, confirming the agreement of a Person to be bound by the terms and provisions of this Agreement.

“Affiliate” shall mean, with respect to any Person, any other Person that directly or through one or more intermediaries, controls, is controlled by or is under common control with, the specified Person. As used in this definition, the term “control” (including with correlative meanings, “controls”, “controlled by” and “under common control with”) shall mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or partnership, membership or other ownership interests, by contract or otherwise. An Affiliate of a Person includes, but is not limited to, a Specified Affiliate of such Person.

“Agreement” shall have the meaning set forth in the preamble hereof.

“Budget” shall have the meaning set forth in Section 4.04.

“Business” shall mean (a) the acquisition and maintenance of Patent Rights useful in protecting the Linux System or of potential value to the Pro-Linux Platform, (b) the management and licensing of such Patent Rights in furtherance of the Pro-Linux Platform, (c) the enforcement of such Patent Rights against Persons who may be, or whose Affiliates may be, infringing the Patent Rights of the Company, and the taking of counter-measures in the event the Company or a Subsidiary of the Company is sued, and (d) taking any other action that is determined [**] to be useful in protecting the Linux System or of potential value to the Pro-Linux Platform.

“Business Day” shall mean any day other than (a) a Saturday or Sunday and (b) any day on which banks located in New York City are authorized or required by Law to be closed for the conduct of regular banking business.

“Business Plan” shall have the meaning set forth in Section 4.04.

“Capital Contribution” shall mean, with respect to any Member, any Initial Capital Contribution and Subsequent Capital Contribution.

“Category 1 Linux Related Component” shall mean any of the software packages identified in Exhibit B whose released source code shall be identified on the Company website [**].

“Category 2 Linux Related Component” shall mean any of the software packages identified in Exhibit C whose released source code shall be identified on the Company website, [**].

“Certificate” means a certificate evidencing a Membership Interest.

“Certificate of Formation” shall mean the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

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“Change in Control” shall mean, with respect to any Member or Member Parent, the consummation of a sale of capital stock, business combination, merger, consolidation, joint venture or other transaction, or series of related transactions, as a result of which (a) any Person (other than a Person that, before consummation of such transaction or series of related transactions, controlled such Member or Member Parent, respectively) shall have become the beneficial owner, directly or indirectly, of in excess of 50% of [**] of such Member or Member Parent, respectively, or (b) a majority of such Member’s or Member Parent’s board of directors or other equivalent managing body shall consist of Persons other than (i) Persons who were members of such board or body continuously for a period of one year prior to such transaction or series of related transactions or (ii) Persons who were elected or nominated for election as members of such board or body by at least a majority of the members described in clause (i) who were still in office at the time such election or nomination was approved by such board or body.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. A reference to a specific section (§) of the Code includes a reference to any corresponding provision of law enacted after the date of this Agreement.

[**]”Company” shall have the meaning set forth in the preamble hereto.

“Company Board” shall have the meaning set forth in Section 4.01.

“Company CEO” shall have the meaning set forth in Section 4.03.

“Company Licensing Agreement” shall mean a license agreement between the Company and any Person, substantially in the form of the Form Company Licensing Agreement.

“Company Patent Rights” shall mean Patent Rights owned by the Company and Patent Rights under which the Company has the right to grant licenses.

“Continuing Member” shall have the meaning set forth in Section 3.06(h).

“Contributed Capital” shall have the meaning set forth in Section 6.03(a).

“Covered Person” shall mean any Director of the Company, any Member and its Affiliates, and, if and to the extent determined by the Company Board, any Officer or employee of the Company.

“Delaware Act” shall have the meaning set forth in the preamble hereof.

“Director” shall have the meaning set forth in Section 4.01.

“Distributions” shall mean distributions of cash or other property made by the Company with respect to the Membership Interests.

“Fair Value” shall have the meaning set forth in Section 3.06(g).

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“Fiscal Quarter” shall mean (a) with respect to the Fiscal Year ending on December 31, 2005, the period commencing on the date of this Agreement and ending on December 31, 2005 and (b) with respect to any other Fiscal Year, the four consecutive three-month periods ending on March 31, June 30, September 30 and December 31.

“Fiscal Year” shall mean (a) the period commencing upon the date of this Agreement and ending on December 31, 2005 or (b) any subsequent twelve-month period commencing on January 1 and ending on December 31.

“Form Company Licensing Agreement” shall mean the form of Company Licensing Agreement adopted by the Company Board in writing as of the date hereof and designated as such, as such form may be amended or modified from time to time in accordance with this Agreement.

“GAAP” shall mean generally accepted accounting principles in the United States.

“GAAS” shall mean generally accepted auditing standards in the United States.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“IFRS” shall mean international financial reporting standards.

“Initial Capital Contribution” shall have the meaning set forth in Section 6.01(a).

“Initial Members” shall mean International Business Machines Corporation, a New York corporation, Novell, Inc., a Delaware corporation, Red Hat, Inc., a Delaware corporation, Sony Corporation of America, a New York corporation, and Philips Electronics North America Corporation, a Delaware corporation.

“Licensee” shall mean any Person who is a licensee of the Company’s Patent Rights pursuant to a Company Licensing Agreement.

“Limitation Election” means an election by a Licensee to limit the licenses granted under any Company Licensing Agreement [**].[**]”Linux Kernel” shall mean the software package within the Category 1 Linux Related Components.

“Linux System” shall mean a Category 1 Linux Related Component or a Category 2 Linux Related Component, or any combination of such components, [**].

“[**] Action” shall have the meaning set forth in Section 4.02(c).

“[**] Action” shall have the meaning set forth in Section 3.08(c).

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“Member” shall mean any Initial Member and any Additional Member until such Initial Member or Additional Member, as applicable, ceases to be a Member of the Company in accordance with the terms of this Agreement.

“Member Parent” shall mean, (a) with respect to any Initial Member, any Person designated as such with respect to such Member on the signature page to this Agreement and (b) with respect to any Additional Member, such other Person, if any, designated as a Member Parent by such Additional Member and the Company in an addendum to this Agreement in connection with the admission of such Additional Member, which other Person owns or controls, directly or indirectly, with one or more Affiliates, more than 50% of [**] of such Additional Member. “Member Parent” also includes a successor Member Parent designated pursuant to Section 3.02(e).

“Membership Interest” shall mean a unit of limited liability company interest in the Company, which represents a right to receive allocations of the profits and losses of the Company, a right to participate in the management of the Company and a right to receive Distributions, in each case in accordance with this Agreement and the Delaware Act.

“Officers” shall mean those Persons appointed by the Company Board or the Company CEO to participate in the management of the affairs of the Company pursuant to Section 4.03.

“Open Source License” shall mean a license that conforms to the Open Source Definition (Version 1.9) as published by the non-profit organization known as the Open Source Initiative (OSI) or any successor organization [**].

“Patent Acquisition and Operating Expenses” shall mean the costs and expenses that are incurred by the Company in the operation of the Company, including rent, salaries, the fees and expenses relating to legal, consulting and accounting expenses (including litigation expenses), expenses incurred in maintaining a registered office in the State of Delaware, taxes or other governmental charges payable by the Company, costs of reporting to the Members, costs of acquiring, maintaining and licensing Patent Rights, costs of promoting the understanding and use of the Linux System, and costs of winding up and liquidating the Company, except that “Patent Acquisition and Operating Expenses” shall not include Patent Litigation Expenses.

“Patent Litigation Expenses” shall mean the costs and expenses that are incurred in connection with the activities described in Section 5.04, including enforcement actions and counter-measures.

“Patent Rights” shall mean patents and patent applications in any jurisdiction, and inventions and discoveries patentable in any jurisdiction.

“Permitted Transferee” shall have the meaning set forth in Section 11.02.

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“Person” includes any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company or other legal entity or organization.

“Predecessor Release” shall mean, as to any Category 1 Linux Related Component or a Category 2 Linux Related Component, a previous release of such component [**].

“Pro-Linux Platform” shall mean the furtherance of the Linux System as a viable alternative to other operating systems and related software for consumers and other users, including by (a) enabling and encouraging the development of the Linux System and computers, computer systems and software around the Linux System; (b) helping to ensure that the Linux System is not unduly vulnerable to potential Patent Rights infringement claims that could harm the development of the Linux System or computers, computer systems and software around the Linux System; and (c) placing the Linux System on a similar footing as other operating systems and related software with respect to Patent Rights that could be used to further the resolution of claims made against the Linux System. “Pro-Linux Platform” also includes attracting Persons with and without Patent Rights to enter into Company Licensing Agreements.

“Pro Rata Portion” shall have the meaning set forth in Section 6.03(c).

“Specified Affiliate” shall mean, with respect to any Person, any other Person that (a) is a Subsidiary of such first Person, (b) owns or controls, directly or indirectly, more than 50% of [**] of such first Person, or (c) is a Subsidiary of another Person that owns or controls, directly or indirectly, more than 50% of [**] of such first Person. Such other Person shall be deemed to be a Specified Affiliate only so long as such ownership or control exists.

“Subsequent Capital Contribution” shall mean any capital contribution other than an Initial Capital Contribution.

“Subsidiary” shall mean, with respect to any Person, any other Person of which more than 50% of [**] is owned or controlled, directly or indirectly, by such first Person, but such other Person shall be deemed to be a Subsidiary only so long as such ownership or control exists.

“Successor Release” shall mean, as to any Category 1 Linux Related Component or Category 2 Linux Related Component, a later release of such component [**]

“[**] Action” shall have the meaning set forth in Section 4.02(c).

“[**] Vote” shall mean, subject to Sections 4.02(c) and 4.02(e), the votes of Directors designated by Members holding Membership Interests constituting at least [**]% of the [**], provided that if at any time the Company Board shall consist of less than five Directors, then “[**] Vote” shall mean the votes of at least a number of Directors [**].

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“[**] Action” shall have the meaning set forth in Section 3.09(a).

“[**] Vote” shall mean, subject to Sections 3.08(c) and 3.08(f), the votes of Members holding Membership Interests constituting at least [**]% of the [**], provided that if at any time the Company shall have less than five Members, the “[**] Vote” shall mean the votes of at least a number of Members [**].

“Suspended Director” shall mean a Director designated by a Suspended Member.

“Suspended Member” shall mean a Member with respect to which a Suspension Period is then in effect.

“Suspension Period” shall mean, with respect to any Member, (a) the period beginning on the date of the occurrence of any event or taking of any action which will or is reasonably likely to result in a Triggering Event with respect to such Member, and ending on the earlier of (i) a determination by the Company (by resolution of the Company Board in accordance with Section 3.06(c)) as to whether to redeem the Membership Interests of such Member (provided that if the Company determines to redeem such Membership Interests in accordance herewith, such Suspension Period shall end on the date of such redemption) and (ii) the date that is six months after the date the Company first becomes aware of the occurrence of the Triggering Event, or (b) the period beginning on the date that such Member provides written notice of its proposed resignation to the Company Board and ending on the earlier of (i) the date that such Member’s Membership Interests are redeemed or (ii) the date on which such Member provides written notice that it is withdrawing its proposed resignation.

“Tax Matters Partner” shall have the meaning set forth in Section 7.02(a).

“[**]” shall mean [**], with each Member entitled to one vote.

“Transfer” shall mean any sale, assignment, transfer, exchange, gift, bequest, pledge, hypothecation or other disposition or encumbrance, direct or indirect, by operation of law or otherwise. The terms “Transferred”, “Transferring”, “Transferor” and “Transferee” shall have meanings correlative to the foregoing.

“Treasury Regulations” shall mean the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Triggering Event” shall mean, with respect to any Member, [**]1 of this Agreement [**] by a Member or its Specified Affiliates of any Company Licensing Agreement between such Member or its Specified Affiliates, on the one hand, and the Company, on the other hand, if such Member or its Specified Affiliates, as applicable, [**] pursuant to this Agreement [**] advising the Member [**] under this Agreement [**], the Member [**] of the Company [**] by a Member of the terms of this Agreement [**] by a Member or its Specified Affiliates of any Company Licensing Agreement between such Member or its Specified Affiliates, on the one hand, and the Company, on

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the other hand, [**] with respect to such Member if such Member or its Specified Affiliates, as applicable, [**] pursuant to this Agreement [**] the Member [**] under this Agreement [**], the Member [**] of the Company [**], (c) the making [**] by such Member [**] pursuant to any Company Licensing Agreement, or (d) [**] by a Member or its Specified Affiliates [**] of its Specified Affiliates, [**] as described in Section 11.02).

“[**] Action” shall have the meaning set forth in Section 4.02(c).

“[**] Action” shall have the meaning set forth in Section 3.09(b).

“Withdrawing Member” shall mean a Member that elects or is required to resign or is removed from the Company pursuant to Section 3.06 or who otherwise ceases to be a Member pursuant to Section 3.07.

SECTION 1.02. Terms and Usage Generally. All references herein to an “Article” or a “Section”, “Exhibit” or “Schedule” shall refer to an Article or a Section of, or an Exhibit or a Schedule to, this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein shall mean such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent in writing and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

ARTICLE II

General Matters

SECTION 2.01. Formation. (a) Pursuant to the provisions of the Delaware Act, the Company was formed on October 31, 2005 by filing in the Office of the Secretary of State of the State of Delaware of a Certificate of Formation, and the Initial Members hereby agree that the rights, duties and liabilities of the Members shall be as provided in the Delaware Act, except as otherwise provided herein.

(b) Each Officer of the Company is hereby designated as an “authorized person”, within the meaning of Section 18-201 of the Delaware Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates, notices or other

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instruments (and any amendments and/or restatements thereof) required or permitted by the Delaware Act to be filed in the office of the Secretary of State of the State of Delaware and any other certificates, notices or other instruments (and any amendments or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. The Company shall provide to each Member, upon request, copies of each such document as filed and recorded.

SECTION 2.02. Name. The name of the Company shall be “Open Invention Network LLC”. The Company Board may change the name of the Company or adopt such trade or fictitious names as it determines in its sole discretion. Neither the Company nor any Subsidiary of the Company shall have a corporate name, or do business using a name, that includes the name of any Member or any initials referring to such Member or any name or initials confusingly similar thereto or that contains any abbreviation or derivative thereof, including such names, abbreviations and derivatives identified on Schedule 2.02, provided that the Company may disclose in publicly available materials the identity of the Members.

SECTION 2.03. Term. The term of the Company commenced on October 31, 2005, with the filing of the Certificate of Formation in the office of the Secretary of State of the State of Delaware, and shall continue perpetually unless the Company is dissolved pursuant to Section 12.02, which dissolution shall be carried out pursuant to the Delaware Act and this Agreement.

SECTION 2.04. Registered Agent and Registered Office. The Company’s registered agent for service of process shall be The Corporation Trust Company, and the address of the registered agent and the address of the registered office of the Company in the State of Delaware shall be Corporate Trust Center, 1209 Orange Street, County of New Castle, Wilmington, Delaware 19801. Such registered agent and such registered office may be changed from time to time by the Company Board.

SECTION 2.05. Principal Place of Business. The principal place of business of the Company shall be in the New York metropolitan area or such other location as the Company Board may designate from time to time and embody in a writing to be filed in the records of the Company.

SECTION 2.06. Purposes and Powers. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any act or activity for which limited liability companies may be formed under the Delaware Act, including engaging in the Business, on the terms and subject to the conditions set forth in this Agreement, so long as and to the extent such act or activity is permitted under applicable law. The Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in this Section 2.06.

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ARTICLE III

Members

SECTION 3.01. Members. (a) Upon the execution of this Agreement, the sole Members of the Company shall be the Initial Members. Following the execution of this Agreement, no Person shall be admitted as a Member and no Additional Membership Interests shall be issued by the Company except as expressly provided in this Agreement.

(b) After the date of this Agreement, a Person shall be admitted as a Member (such Person, an “Additional Member”) (i) if such Person is a Permitted Transferee of a Membership Interest in accordance with the terms of Article XI or (ii) in the event such Person is not a Permitted Transferee, if (A) the admission of such Person shall have been approved [**], and (B) such Person shall have executed and delivered an Adoption Agreement and such other instruments as the Company Board requests such Person to deliver to effectuate the admission of such Person as a Member. No Person, whether or not such Person holds any Membership Interests, shall be deemed a Member of the Company hereunder or under the Delaware Act unless admitted as such pursuant to the provisions of this Section 3.01(b).

(c) The name and mailing address of each Member, its Capital Contributions (including [**] Capital Contributions in the form of assets other than cash) and its Contributed Capital shall be listed on Schedule 3.01. The designated Officer shall update Schedule 3.01 from time to time as necessary to accurately reflect changes in the address, Capital Contributions and Contributed Capital of any Member, the admission of Additional Members pursuant to Section 3.01(b), the resignation or removal of Members pursuant to Section 3.06 or the making of Subsequent Capital Contributions pursuant to Section 6.01. Any amendment or revision to Schedule 3.01 made to reflect an action taken in accordance with this Agreement shall not be deemed an amendment to this Agreement. Any reference in this Agreement to Schedule 3.01 shall be deemed to be a reference to Schedule 3.01 as amended and in effect from time to time.

SECTION 3.02. Representations, Warranties and Covenants of Members. (a) Representations and Warranties. Each Member hereby represents and warrants to the Company and to the other Members that as of the date hereof (or, in the case of an Additional Member, as of the date of the applicable Adoption Agreement) (i)(A) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (B) it has full right, power and authority to execute and deliver this Agreement and to perform its obligations, including the funding obligations under Section 6.01, hereunder, and (C) this Agreement has been duly authorized, executed and delivered by such Member and is enforceable against such Member in accordance with its terms; (ii) the Member is acquiring its Membership Interests for the Member’s own account as an investment and without an intent as of the date of such acquisition to distribute such Membership Interests; (iii) except as set forth on Schedule 3.02(a), neither it nor any of its Specified Affiliates is a party to any agreement, commitment, understanding or arrangement, whether written or oral, that (A) would purport to grant

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any counterparty to such agreement, commitment, understanding or arrangement any license to or interest in [**] Patent Rights or (B) could reasonably be expected to adversely affect the ability of any Director appointed or to be appointed by such Member to act in furtherance of the Pro-Linux Platform; (iv) neither the Member nor any of its Specified Affiliates has accepted any money or other value from a third party with the purpose or design of affecting the actions, resolutions or decisions to be taken by such Member or by the Director designated by such Member with respect to the Company; and (v) the Member (or, in the case of a Member with a Member Parent, such Member Parent) has entered (or, in the case of an Initial Member, shall within three days after the date hereof enter) into a Company Licensing Agreement.

(b) License. [**] Company Licensing Agreement [**] Patent Rights as and to the extent set forth therein.

(c) Payments by Third Parties. Each Member agrees not to, and to cause its Specified Affiliates not to, accept any money or other value from a third party with the purpose or design of affecting the actions, resolutions or decisions to be taken by such Member or by the Director designated by such Member with respect to the Company.

(d) No Inconsistent Agreements. Each Member agrees not to, and to cause its Specified Affiliates not to, enter into any agreement, commitment, understanding or other arrangement, whether written or oral, that (i) adversely affects or could reasonably be expected to adversely affect the ability of any Director appointed or to be appointed by such Member to act in furtherance of the Pro-Linux Platform or (ii) purports to grant any counterparty to such agreement, commitment, understanding or other arrangement any license to or interest in [**] Patent Rights (except as expressly set forth in the Company Licensing Agreement).

(e) Control of Member. Each Member Parent of a Member (if the Member has a Member Parent) shall at all times control, directly or indirectly, more than 50% of such Member’s [**]; provided that upon the consummation of a Change in Control of a Member Parent, the majority of the other then-existing Members may designate a new Member Parent with respect to such Member (which Member Parent shall control, directly or indirectly, more than 50% of such Member’s [**]).

SECTION 3.03. Powers of Members. The Members shall have the power to exercise any and all rights or powers granted to the Members pursuant to the express terms of this Agreement. Members shall not have the authority to transact any business in the Company’s name or bind the Company by virtue of their status as Members. For purposes of the Delaware Act, the Members shall constitute one class or group of members of the Company.

SECTION 3.04. Member’s Membership Interests; No Right to Partition. The Membership Interests shall for all purposes be personal property. No holder of a Membership Interest or Member shall have any interest in specific Company assets, including any assets contributed to the Company by such Member as part of any Capital Contribution. Each Member waives any and all rights that it may have to maintain an action for partition of the Company’s property.

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SECTION 3.05. Membership Interests. (a) Each Membership Interest shall have the same rights and privileges and shall rank equally and be identical in all respects as to all matters. Membership Interests cannot be divided into parts and shall constitute one class. Subject to the authority of the Company Board as set forth in this Agreement, each Membership Interest shall represent a right to receive allocations of profits and losses of the Company, a right to participate in the management of the Company and a right to Distributions, in each case in accordance with this Agreement and the Delaware Act.

(b) At each meeting of the Members of the Company, each Member shall be entitled to one vote, provided that during any Suspension Period with respect to any Member, such Member shall not be entitled to any votes.

(c) Each Member shall own only one Membership Interest, provided that if two or more Members become Specified Affiliates of each other, the Withdrawing Member(s) who shall have resigned or been removed from the Company in compliance with Section 3.06(h) shall Transfer its Membership Interests to the Continuing Member, and such Continuing Member, upon owning all Membership Interests owned previously by such Continuing Member and such Withdrawing Member(s), shall be entitled to the Contributed Capital with respect to all such Membership Interests (it being understood that such Continuing Member shall continue to have only one vote in total and be entitled to designate one Director in respect of such Membership Interests in accordance with Section 3.05(b)).

SECTION 3.06. Resignation and Removal of Members. (a) Except as otherwise provided in this Section 3.06, and except upon dissolution of the Company pursuant to Section 12.02, [**]. Upon any such resignation of a Member [**], the Company shall redeem all but not less than all the Membership Interests of the Withdrawing Member upon the terms and subject to the conditions [**] and otherwise in accordance with Section 3.06(i).

(b) After the [**]anniversary of the date of this Agreement, any Member may resign from the Company prior to its dissolution by giving prior written notice of such proposed resignation to the Company Board. In addition, on or before the [**]anniversary of the date of this Agreement, any Member may resign from the Company prior to its dissolution by giving prior written notice of such proposed resignation to the Company Board in anticipation of a Change in Control that the board of directors or other equivalent managing body of such Member determines in its sole discretion (i) is in the best interests of the shareholders or equivalent stakeholders of such Member and (ii) is unlikely to occur if such Member remains a Member after the Change in Control, provided that the resignation shall be conditioned on the occurrence of the Change in Control. Upon notice of any such voluntary resignation, the Company shall promptly provide the redemption notice referred to in Section 3.06(i) and redeem all but not less than all the Membership Interests of such Withdrawing Member [**] in

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accordance with Section 3.06(i). Other than as provided in the preceding sentence, such Withdrawing Member shall not be entitled to any Distribution of cash or property in connection with such resignation and redemption, and the obligations of such Withdrawing Member under this Agreement to make any Capital Contributions (including any obligation to make any Subsequent Capital Contributions) arising prior to the date on which the Withdrawing Member provided notice of its proposed resignation shall survive the cessation of such Member’s status as a Member. The Company shall have no further rights or remedies against the Withdrawing Member as a result of its resignation from the Company in accordance with this Section 3.06(b), provided that nothing in this sentence shall affect the Withdrawing Member’s rights and obligations that specifically survive the cessation of membership pursuant to Sections 3.02(b), 11.04 and 14.13 or affect the Withdrawing Member’s rights and obligations under the Company Licensing Agreement.

(c) If there occurs a Triggering Event with respect to any Member, the Company shall have the right to redeem all but not less than all the Membership Interests of such Member [**] in accordance with Section 3.06(i), provided that the Company provides written notice of the proposed redemption within six months after the Company first becomes aware of the Triggering Event. Upon the consummation of such redemption, such Member shall be removed. The rights of the Company under this Section 3.06(c) shall not be exclusive and shall be in addition to any and all rights and remedies to which the Company or the other Members may be entitled with respect to such Triggering Event if such Triggering Event is a breach of this Agreement or the Company Licensing Agreement.

(d) If (i) there occurs a Change in Control with respect to a Member (unless the Person ultimately in control of such Member as a result of the Change in Control is an Initial Member) or (ii) an Additional Transferee Member becomes a Member, the Company shall have the right to redeem all but not less than all the Membership Interests of such Member [**] in accordance with Sections 3.06(g) and (i), provided that the Company provides written notice of the proposed redemption within six months after the Company first becomes aware of the Change in Control or Additional Transferee becoming a Member. Upon the consummation of such redemption, such Member shall be removed.

(e) Any exercise by the Company of its right to redeem a Member’s Membership Interests in accordance with Section 3.06(c) or (d) shall require the approval [**], provided that (i) such Member shall not be entitled to any votes on (and shall abstain from voting with respect to) any action, resolution or decision regarding the redemption of such Member’s own Membership Interests, and (ii) in accordance with Section 3.08(c), and notwithstanding any other provision of this Agreement, such Member shall be disregarded and deemed not to be a Member solely for purposes of determining whether the requisite vote with respect to such action, resolution or decision of the Members has been obtained.

(f) A Member may be removed at any time, with or without cause, [**], and in such case the Company shall redeem all but not less than all the Membership Interests of such Member [**] in accordance with Sections 3.06(g) and (i) and, upon the consummation of such redemption, such Member shall be removed.

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(g) For purposes of this Section 3.06, [**] shall mean [**] the Membership Interests to be redeemed, taking into account the rights and obligations in respect of such Membership Interests pursuant to this Agreement. The Company Board shall determine [**] in good faith and provide written notice thereof to the Member whose Membership Interests are being redeemed pursuant to Section 3.06(d) or (f) within ten (10) Business Days of the Company Board’s determination. If the Member whose Membership Interests are being redeemed pursuant to Section 3.06(d) or (f) does not agree with the Company Board’s determination [**], such Member shall have thirty (30) Business Days following the receipt of notice of the Company Board’s determination [**] to express such disagreement in writing to the Company Board, which notice of disagreement shall set forth [**]. In the event such Member fails to express disagreement and provide such [**] within such thirty (30) Business Day period, the determination of the Company Board shall be final and binding on such Member. In the event such Member timely expresses such disagreement and provides such [**], the Company Board and such Member shall endeavor in good faith to resolve such disagreement and determine [**] by mutual agreement. In the event that the Company Board and such Member are unable to resolve such disagreement within thirty (30) Business Days following the date of the notice of disagreement, then [**] shall be determined as expeditiously as practicable by binding arbitration conducted in New York City in accordance with the rules of the American Arbitration Association. In making the determination [**], the arbitrator shall select [**] he or she has received from the parties (which [**] the parties have previously presented to each other in accordance with this Section 3.06(g)), and shall have no discretion to [**] (and no right or power to award any other remedy, including [**]), and such selection shall be made on the basis of the definition of [**] set forth in the first sentence of this Section 3.06(g). Any award rendered by the arbitrator shall be final, binding and unappealable except as provided in the Federal Arbitration Act, 9 U.S.C. §1 et seq., and judgment may be entered on any such award by any state or federal court having competent jurisdiction. In its award the arbitrator shall allocate, in his or her discretion, among the parties to the arbitration all costs of the arbitration, including the fees and expenses of the arbitrator and any reasonable attorney’s fees, costs and expert witness expenses of the parties.

(h) Five Business Days prior to the consummation of a transaction or other event that will cause two or more Members to become Specified Affiliates of each other, such Members shall determine which one (and only one) Member shall continue as a Member of the Company (such Member, a “Continuing Member”) and which Member(s) shall resign from the Company, and the Members shall promptly notify the Company in writing of the resignation of the Withdrawing Member(s). If the Company does not receive such notice prior to the end of such five Business Day period, the Company Board may determine, in its sole discretion, which Person shall be the Continuing Member, and remove such other Members that are its Specified Affiliates.

(i) At any time the Company is required to or elects to redeem a Member’s Membership Interests in accordance with Section 3.06(a), (b), (c), (d) or (f),

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the Company shall provide written notice of the redemption to such Withdrawing Member, which notice shall state that all the Membership Interests of such Withdrawing Member shall be redeemed, the closing date of such redemption and, in the case of a redemption pursuant to Section 3.06(d) or (f), the Company’s determination [**] as required by Section 3.06(g). The closing date for such redemption shall be no later than thirty (30) Business Days after the date of such notice (or, in the case of a redemption pursuant to Section 3.06(d) or (f), such later date as [**] may be determined in accordance with Section 3.06(g)). At the closing for the redemption, which closing shall take place at the principal place of business of the Company, the Company shall deliver to the Withdrawing Member [**] as provided by the terms of this Section 3.06, and the Withdrawing Member shall deliver to the Company the Certificates evidencing all its Membership Interests, duly endorsed, or accompanied by written instruments of Transfer in form satisfactory to the Company Board, duly executed by such Withdrawing Member, free and clear of any liens, and a written notice to the Company notifying the Company of the Member’s resignation from the Company. The resignation of such Withdrawing Member shall become effective, and such Withdrawing Member shall cease to be a Member, as set forth in and in accordance with Section 3.07.

SECTION 3.07. Cessation of Membership. A Person shall cease to be a Member (a) upon the bankruptcy or dissolution of such Person (in which case such Person shall be deemed to have resigned pursuant to Section 3.06(b), regardless of whether such Person would have had the right to resign under such Section 3.06(b)) or (b) at the time such Person ceases to own any Membership Interests, and upon the cessation of its Member status, all rights of a Member under this Agreement shall terminate, provided that (i) if a Member has Transferred its Membership Interests to a Permitted Transferee, such Member shall not cease to be a Member until the Permitted Transferee is admitted to the Company as a Member pursuant to Section 3.01(b), and (ii) no such cessation of any Member’s status as a Member shall affect such Member’s rights or obligations that specifically survive such cessation pursuant to Sections 3.02(b), 11.04 and 14.13 or affect such Member’s rights and obligations under the Company Licensing Agreement.

SECTION 3.08. Member Meetings. (a) Regular and Special Meetings. A meeting of Members for the designation of Directors, and for such other business as may be stated in the notice of such meeting, shall be held at least annually at such date, time and place as is determined by the Company Board. At each annual meeting of the Members, the Members shall designate Directors in accordance with Section 4.01(b) and may transact such other business as shall be stated in the notice of the meeting. Special meetings of the Members for any purpose may be called only by a resolution of the Company Board.

(b) Quorum. Except as otherwise required by applicable law, at any meeting of the Members, the presence, in person or by proxy, of Members [**] shall constitute a quorum, without regard to whether or not any Member present at such meetings, in person or by proxy, abstains from voting at such meetings. If at any meeting of the Members there shall be less than a quorum present, Members [**] held by Members represented thereat, in person or by proxy, may adjourn the meeting from time

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