Common use of Meetings Clause in Contracts

Meetings. The JSC will meet at least once per [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC JCC will meet at least once per [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC JCC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JCC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties JCC to provide the members of the JSC JCC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC JCC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding In-person JCC meetings will be held at locations in the foregoing, United States alternately selected by Surface and by Novartis or at any other location mutually agreed by the members of the JCC. Meetings of the JCC will be effective only if at least one (1) meeting per [***] representative of each Party is present or participating in such meeting. Each Party will be in person unless report to the Parties mutually agree in writing JCC on all material issues relating to waive the Commercialization of Regional Licensed Products promptly after such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartisissues arise. Each Party will bear the expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JCC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JCC chairperson will send draft meeting minutes to each member of the JSC JCC for review and approval within [***] Business Days after each JSC JCC meeting. Such minutes Minutes will be deemed approved unless [***] members of the JSC objects JCC object to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC JCC at the next JSC JCC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will JRDC shall meet at least once per […***…] during the Term per Calendar Quarter, unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JRDC, the Alliance Managers will chairperson of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC JRDC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, provided, however, at least one (1) meeting per […***…] will shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC JRDC meetings will shall be held at locations alternately selected by Surface Dimension and by NovartisBayer. Each Party will shall bear the expense of its respective JSC JRDC members’ participation in JSC JRDC meetings. Meetings of the JSC will JRDC shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JSC JRDC meetings that reflect reflect, without limitation, all material decisions made and action items identified at such meetings. The Alliance Managers will JRDC chairperson shall send draft meeting minutes to each member of the JSC JRDC for review and approval within […***…] Business Days after each JSC JRDC meeting. Such minutes will shall be deemed approved unless [***] one or more members of the JSC JRDC objects to the accuracy of such minutes within […***…] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC JDC will meet at least once per [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC JDC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JDC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties Manager to provide the members of the JSC JDC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC JDC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations in the United States alternately selected by Surface and by NovartisNovartis or at any other location mutually agreed by the members of the JDC. Each Party will report to the JDC on all material issues CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. relating to the Development of Antibody Candidates and Licensed Products for and in the Territory promptly after such issues arise. Each Party will bear the expense of its respective JSC JDC members’ participation in JSC JDC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JDC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JDC chairperson will send draft meeting minutes to each member of the JSC JDC for review and approval within [***] Business Days after each JSC JDC meeting. Such minutes Minutes will be deemed approved unless [***] members of the JSC JDC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC JDC at the next JSC JDC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC Joint Research Committee shall hold its first meeting, in person, within thirty (30) days after the Effective Date. The JRC will meet at least once per on a [***] during the Term unless basis, or at such other frequency as the Parties mutually agree agree, in writing person or by telephone at mutually acceptable times and locations. Prior to a different frequency. No later than each [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JRC, the Alliance Managers each Party will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice deliver to the other Party if such Party reasonably believes that a significant matter must be addressed prior report of the status and results of its Research Program activities and, to the next scheduled meetingextent not covered by a confidentiality obligation owed to any Third Party, a report on any other activities related to protein antagonists of XXX and, in which event such Party the case of COBI, a report on COBI’s other activities related to the research and development of Licensed Products since the last report. Each report delivered under the preceding sentence will work with be in a format mutually agreed upon by the Parties. A representative of COBI shall serve as the chairperson of the JSC JRC. The chairperson will be responsible for leading meetings, but will otherwise have no greater authority on the JRC than any other member. A JRC member designated by AVEO will serve as secretary of the meetings of the JRC. The secretary will be responsible for promptly preparing and the Alliance Managers of both Parties distributing to provide the all members of the JSC no later than [***] Business Days prior to JRC draft minutes of meetings for review and comment, including a list of all actions and decisions approved by the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be consideredJRC. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding minutes of each meeting of the foregoing, at least one (1) meeting per [***] JRC will be in person unless formally approved by the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held JRC at locations alternately selected by Surface and by Novartisits next regularly scheduled meeting. Each Party will bear the expense of use reasonable efforts to cause its respective JSC members’ participation in JSC meetings. Meetings representatives to attend meetings of the JSC will be effective only if JRC. In addition, each Party may, at its discretion, invite a reasonable number of non-member employees, and, with the consent of the other Party, consultants and scientific advisors, to attend meetings of the JRC or the relevant portion thereof; provided, that any such consultants and scientific advisors are bound by written obligations of confidentiality and restrictions on use of Confidential Information at least [***] representative of as stringent as those set forth in Article VI. During the Research Term the working groups from each Party (will hold informal update meetings, in person or by videoconference or teleconference, on a monthly basis, which representative is not such Party’s Alliance Manager) is present or participating meetings shall be in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects addition to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersJRC meetings held under this Section 2.3(c).

Meetings. The JSC JRC will meet at least once per [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC JRC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JRC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties Manager to provide the members of the JSC JRC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC JRC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JRC meetings will be held at locations in the United States alternately selected by Surface and by NovartisNovartis or at any other location mutually agreed by the members of the JRC. Each Party will report to the JRC on all material issues relating to the Research of Antibody Candidates promptly after such issues arise. Each Party will bear the expense of its respective JSC JRC members’ participation in JSC JRC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JRC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JRC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JRC chairperson will send draft meeting minutes to each member of the JSC JRC for review and approval within [***] Business Days after each JSC JRC meeting. Such minutes Minutes will be deemed approved unless [***] members of the JSC JRC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC JRC at the next JSC JRC meeting, and will be signed by the Alliance Managers. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Meetings. The JSC will meet at least once per [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period after its formation and for as long as the Parties jointly Develop, Manufacture and/or Commercialize the Opt-In Product. The Joint Steering Committee may agree)conduct such meetings by telephone, videoconference, or in person as determined by the Alliance Managers will prepare and circulate an agenda for such meeting; chair, provided, however, that either Party may propose additional topics the Joint Steering shall to be included on such agenda, either prior to or the extent reasonably possible meet in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing person at least [*****] Business Days prior written every calendar year. Each Party’s Alliance Manager will ensure that its Joint Steering Committee members receive adequate notice to the other of such meetings. A Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson may call special meetings of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than Joint Steering Committee with at least [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be prior written notice, except in person unless exigent circumstances, to resolve particular matters requested by a Party and within the Parties mutually agree in writing to waive such requirement. Indecision-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear making responsibility of the expense of its respective JSC members’ participation in JSC meetingsJoint Steering Committee. Meetings of the JSC will be effective Joint Steering Committee fulfill the requirements of this Section 9.9.3 only if at least [*****] representative representatives of each Party (which representative is not such Party’s Alliance Manager) is present or participating participate in such meeting. The Alliance Managers will be Each Party may invite a reasonable number of participants, in addition to its representatives, to attend Joint Steering Committee meetings; provided that if either Party intends to have any Third Party (including any consultant) attend such a meeting, such Party shall provide prior written notice to the other Party. Such Party shall ensure that such Third Party is bound by confidentiality and non-use obligations consistent with the terms of this Agreement. Each Party is responsible for preparing reasonably detailed written minutes of its own expenses incurred in connection with participating in and attending all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member Manager of the JSC Party chairing the meeting shall record the minutes of the Joint Steering Committee meeting in writing. Such minutes shall be circulated to the other Party’s Alliance Manager no later than [*****] following the meeting for review review, comment and approval of the other Party. If no comments are received within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects receipt of the minutes by the other Party, unless otherwise agreed, they shall be deemed to be approved by the accuracy of such other Party. Furthermore, if the Parties are unable to reach agreement on the minutes within [*****] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC applicable meeting, and will the sections of the minutes that have been mutually agreed between the Parties by that date shall be signed by deemed approved and, in addition, each Party shall record in the Alliance Managerssame document its own version of those sections of the minutes on which the Parties were not able to agree.

Meetings. The JSC will meet at least once per [***] during the Term times per Calendar Year, unless the Parties mutually agree in writing to a different frequency. The JSC may meet in person, by videoconference, or by teleconference, provided that at least [**] of the JSC per Calendar Year will be in person unless the Parties otherwise agree. In-person JSC meetings will be held at locations in Massachusetts alternately selected by Sage and by Biogen, or at any other location agreed by the members of the JSC. The first JSC meeting will be held within [**] of the Effective Date. Meetings of the JSC will be effective only if a quorum is present, which quorum will require the presence of at least one (1) representative from each Party. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the JSC co-chairpersons will work with the Alliance Managers will to prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to may be included on such agenda, either agenda prior to the meeting, and the Party or in the course of such meetingCommittee proposing an item will provide materials to the JSC representatives no later than [**] prior to the JSC meeting to support discussion. Either Party A JSC co-chairperson may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party JSC co-chairperson reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party JSC co-chairperson will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC, promptly after the decision is made to hold such special JSC no later than [***] Business Days prior to the special meeting meeting, with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meetingdecision. The Alliance Managers working with the JSC co-chairpersons will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval meetings within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects , and endeavor to the accuracy of finalize such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next after each JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC JCC will meet at least once four times per [***] during the Term Calendar Year, unless the Parties mutually agree in writing to a different frequency. The JCC may meet in person, by videoconference or by teleconference. Meetings of the JCC will be effective only if at least one representative of each Party is present or participating in such meeting. Each Party will bear the expense of its respective JCC members’ participation in JCC meetings. No later than [***] five Business Days prior to any meeting of the JSC JCC (or such shorter time period as the Parties may agree), the Alliance Managers together will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JCC at any meeting as part of such agenda will prepare and provide detailed materials to the JCC representatives to support discussion. Either Party may also call a special meeting of the JSC JCC (by videoconference, teleconference or in person) by providing at least [***] 10 Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties JCC to provide the members of the JSC JCC no later than [***] three Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JCC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JCC chairperson will send draft meeting minutes to each member of the JSC JCC for review and approval within [***] 10 Business Days after each JSC JCC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC objects JCC object to the accuracy of such minutes within [***] five Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JCC will be promptly circulated by the JCC chairperson to each member of the JCC for review and approval within five Business Days of receipt, with such process repeating until the meeting minutes are approval by all JCC members. Minutes will be officially endorsed by the JSC JCC at the next JSC JCC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC JDC will meet at least once four times per [***] during the Term Calendar Year, unless the Parties mutually agree in writing to a different frequency. The JDC may meet in person, by videoconference or by teleconference. Meetings of the JDC will be effective only if at least one representative of each Party is present or participating in such meeting. Each Party will bear the expense of its respective JDC members’ participation in JDC meetings. No later than [***] five Business Days prior to any meeting of the JSC JDC (or such shorter time period as the Parties may agree), the Alliance Managers together will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JDC at any meeting as part of such agenda will prepare and provide detailed materials to the JDC representatives to support discussion. Either Party may also call a special meeting of the JSC JDC (by videoconference, teleconference or in person) by providing at least [***] 10 Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties Manager to provide the members of the JSC JDC no later than [***] three Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JDC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JDC chairperson will send draft meeting minutes to each member of the JSC JDC for review and approval within [***] 10 Business Days after each JSC JDC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JDC objects to the accuracy of such minutes within [***] five Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JDC will be promptly circulated by the JDC chairperson to each member of the JDC for review and approval within five Business Days of receipt, with such process repeating until the meeting minutes are approval by all JDC members. Minutes will be officially endorsed by the JSC JDC at the next JSC JDC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will Each Committee shall meet at least once one (1) time per [***] calendar quarter during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda frequency for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meetingmeetings. Either Party may also call a special meeting of the JSC a Committee (by videoconference, teleconference videoconference or in personteleconference) by providing at least [***] Business Days prior written notice (or [***] prior written notice solely with respect to the JSC) to the other Party if in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, in which event and such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to shall provide the members of the JSC Committee no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to decision. Meetings may be considered. The JSC may meet held in person, by videoconference or by audio or video teleconference. Notwithstanding the foregoing; provided that unless otherwise agreed by both Parties, at least one (1) meeting per [***] will year shall be held in person unless the Parties mutually agree in writing to waive such requirement. Inperson, and all in-person JSC Committee meetings will shall be held at locations alternately selected by Surface and by Novartisthe Parties. Each Party will bear the expense shall be responsible for all of its respective JSC members’ participation own expenses of participating in JSC JSC, JRC, JDC, JMC and JPC meetings. Meetings No action taken at any meeting of the JSC will a Committee shall be effective only if unless at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meetingparticipating. The Alliance Managers will chairperson of the applicable Committee shall be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, all material decisions made and action items identified at such meetings. The Alliance Managers will chairperson of the applicable Committee (or its designee) shall send draft meeting minutes to each member of the JSC applicable Committee for review and approval within [***] Business Days after each JSC meeting. Such minutes will shall be deemed approved unless [***] one or more members of the JSC applicable Committee objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersCONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH PORTIONS. ASTERISKS DENOTE OMISSIONS.

Meetings. The JSC CRC will meet at least once per [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)semi-annually, the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, via teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, otherwise (with at least one (1) meeting per calendar year being in person), or as otherwise agreed by the Parties. Additionally, either Party may request a meeting of the CRC to resolve any Critical Matters requiring resolution. The JSC will meet quarterly, via teleconference or videoconference or otherwise (with at least one (1) meeting per calendar year being in person and with at least one (1) meeting per calendar year being scheduled as appropriate to approve [***] ]), or as otherwise agreed by the Parties. Each JPT and each subcommittee and working team established hereunder will be in person unless establish a meeting frequency and meeting protocol necessary to coordinate and conduct the Parties mutually agree in writing to waive such requirementactivities for which it is responsible, as agreed by the Parties. InAny in-person meetings of the CRC or JSC meetings will be held at locations alternately selected on an alternating basis between Partner’s and Amgen’s headquarters, unless otherwise agreed by Surface and by Novartisthe Parties. Each Party will bear the expense of be responsible for its respective JSC members’ participation in JSC own expenses relating to such meetings. Meetings As appropriate, other employee representatives of the Parties may attend such meetings as non-voting participants, but no Third Party personnel may attend unless otherwise agreed by the Parties. Either Party may also call for special meetings of the CRC and JSC will be effective only if as reasonably required to resolve a Critical Matter escalated to the CRC or JSC pursuant to Section 2.4.2 (JPT Deadlocks) or 2.5.2 (JSC Deadlocks) below; provided, that the requesting Party provides at least [***] representative ten (10) business days’ prior written notice to the co-chair of each such committee appointed by the other Party (which representative is not and such Party’s Alliance Manager) is present or participating in notice includes a proposed agenda for such meeting. The Alliance Managers All committee and team meetings must have at least two (2) members appointed by each Party in attendance. All committee and team meetings will be responsible conducted in English, and all documents (including Development Plans, Development Budgets, clinical trial protocols for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made the Products, Operations Budgets, Brand Plans and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes Commercialization Budgets) will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managersin English.

Meetings. The JSC will meet Each Committee shall hold meetings at least once per [***] during the Term such times as it elects to do so, provided that unless the Parties mutually otherwise agree in writing to a different frequencyfrequency for such meetings, each Committee shall meet at least twice each calendar year, and provided further that the Parties shall, to the extent practicable, schedule meetings of different Committees on the same day and in the same location. Either Party may also call a special meeting of a Committee (by videoconference or teleconference) by at least ten (10) business days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the applicable Committee no later than ten (10) business days prior to the special meeting with materials reasonably adequate to enable an informed decision. No later than [***] Business Days ten (10) business days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)Committee meeting, the Alliance Managers will co-chairpersons of such Committee shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Each Committee may invite non-members (including consultants and advisors of a Party may also call a special meeting who are under an obligation of the JSC (by videoconferenceconfidentiality consistent with this Agreement) to participate in its meetings, teleconference or in person) by providing provided that such non-member participants shall have no voting authority at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be consideredmeetings. The JSC Each Committee may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, provided however, at least one (1) meeting of each Committee per [***] will calendar year shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC Committee meetings will shall be held at locations alternately selected by Surface in Berkeley, California, U.S. and by NovartisParis, France. Each Party will shall bear the expense of its respective JSC Committee members’ participation in JSC Committee meetings. Meetings of the JSC will Committee meetings shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will co-chairpersons of a Committee shall be responsible for preparing reasonably detailed written minutes of all JSC meetings of such Committee that reflect reflect, without limitation, all material decisions made and action items identified at such meetings. The Alliance Managers will co-chairpersons shall send draft meeting minutes to each member of the JSC such Committee for review and approval within [***] Business Days promptly after each JSC Committee meeting. Such minutes will shall be deemed approved unless [***] one or more members of the JSC such Committee objects to the accuracy of such minutes within [***] Business Days thirty (30) days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will shall meet at least once per [***] every six (6) months during the Term unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. No later than [***] Business Days prior to any The JSC shall hold its first meeting within sixty (60) days of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meetingEffective Date. Either Party may also call a special meeting of the JSC (by videoconference, teleconference videoconference or in personteleconference) by providing at least [***] ten (10) Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event and such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to shall provide the members of the JSC no later than [***] five (5) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on decision. No later than ten (10) Business Days prior to any meeting of the matters JSC, the chairperson of the JSC or a designate shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be consideredincluded on such agenda, prior to such meeting. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will Calendar Year shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC meetings will shall be held at locations alternately a mutually agreeable location or alternating each meeting between a location selected by Surface Visterra and by NovartisSIIL. Each Party will shall bear the expense of its respective JSC members’ participation in JSC meetings. Translators at any meetings related to this Agreement shall be the responsibility of the Party requiring translation. All documents shared by one Party with the other Party will be provided in the form and language in which the document is customarily maintained. Meetings of the JSC will shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will chairperson of the JSC or a designate shall be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, material decisions made and action items identified at such meetings. The Alliance Managers will JSC chairperson or a designate shall send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days twenty (20) days after each JSC meeting. Such minutes will shall be deemed approved unless [***] one or more members of the JSC objects object to the accuracy of such minutes within [***] Business Days twenty (20) days of receipt. Minutes will Any objections shall be officially endorsed resolved by the JSC at Parties within ten (10) days thereafter. If no resolution is reached in such ten (10) day period, then the next JSC meetingParties shall record, and will be signed by with the Alliance Managersassistance of their legal counsel, the details of the dispute.

Meetings. The JSC will meet at least once per [***] during the Term Calendar Year, unless the Parties mutually agree in writing to a different frequency. The JSC may meet in person, by videoconference or by teleconference. Meetings of the JSC will be effective only if at least one representative of each Party is present or participating in such meeting. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. No later than [***] five Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers together will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JSC at any meeting as part of such agenda will prepare and provide detailed materials to the JSC representatives to support discussion. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] 10 Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties Manager to provide the members of the JSC no later than [***] three Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JSC chairperson will send draft meeting minutes to each member of the JSC for review and approval within [***] 10 Business Days after each JSC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC objects to the accuracy of such minutes within [***] five Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JSC will be promptly circulated by the JSC chairperson to each member of the JSC for review and approval within five Business Days of receipt, with such process repeating until the meeting minutes are approval by all JSC members. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will shall meet at least once per [***] time per every [***] period during the Term unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. [***] may also call a special meeting of the JSC (by videoconference or teleconference) by at least [***] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agreeother than a special meeting), the Alliance Managers will chairperson of the JSC shall prepare and circulate an agenda for such meeting; provided, however, that either Party [***] may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, provided however, at least one (1) meeting per [***] will shall be in person unless the Parties mutually agree [***] in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC meetings will shall be held at locations alternately selected by Surface MTI and by NovartisLicensee. Each Party will shall bear the expense of its respective JSC members’ participation in JSC meetings. Meetings The chairperson of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will shall be responsible for preparing reasonably detailed written minutes of Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will MTI shall prepare and send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will shall be deemed approved unless [***] of the JSC objects provides amendments or edits to the accuracy of such minutes within [***] Business Days of receipt. Minutes Each Party may bring one or more additional participants to any meeting (e.g., individuals with expertise in relevant technical or regulatory issues), provided (A) such additional participant is bound by confidentiality obligations at least as restrictive as those contemplated under this Agreement and (B) such additional participants will be officially endorsed by not have a vote in any matters before the JSC at the next JSC meeting, and will be signed by the Alliance ManagersJSC.

Meetings. The JSC will JCC shall meet at least once per [***] during the Term ], spaced at regular intervals unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JCC, the Alliance Managers will chairperson of the JCC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JCC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC and the Alliance Managers of both Parties JCC to provide the members of the JSC JCC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC JCC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding In-person JCC meetings will be held at locations in the foregoing, U.S. alternately selected by Medivation and by Astellas or at any other location mutually agreed by the members of the JCC. Meetings of the JCC shall be effective only if at least one (1) meeting per [***] will be representative of each Party is present or participating in person unless such meeting. Each Party shall report to the Parties mutually agree in writing JCC on all material issues relating to waive the Commercialization of Products promptly after such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartisissues arise. Each Party will bear the expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will JCC chairperson shall send draft meeting minutes to each member of the JSC JCC for review and approval within [***] Business Days after each JSC JCC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JCC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC JCC at the next JSC JCC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will shall, after appointment of its initial members, meet at least once per [***] during every Calendar Quarter at times mutually agreed upon by the Term unless Parties, and at least two (2) of such meetings each year shall be held in person. The location of the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting meetings of the JSC (or such shorter time period as to be held in person shall be agreed upon by the Parties may agree(with the intent that it should alternate between the Parties’ respective headquarters locations or be held at the time and sites of major medical conferences attended by both Parties). Additionally, the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC upon written notice to the other (by videoconferenceand which meeting shall be scheduled promptly at mutually agreeable times) (a) to make any determination under this Agreement that cannot reasonably be postponed until the next scheduled JSC meeting, teleconference or in person(b) by providing at least for the purpose of [***] Business Days prior written notice Confidential treatment requested pursuant to a request for confidential treatment filed with the other Party if such Party Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. FINAL EXECUTION VERSION CONFIDENTIAL resolving disputes in connection with, or for the purpose of reviewing or making a decision pertaining to, any material matter within the purview of the JSC, the examination or resolution of which cannot reasonably believes that a significant matter must be addressed prior to postponed until the next scheduled meeting, in which event JSC meeting or (c) as reasonably necessary to review other matters occurring between JSC meetings. Each such Party will work with the chairperson special meeting of the JSC and shall be convened at such time as may be mutually agreed upon by the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet Parties, but in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will any event shall be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC delivery of the written notice described in the immediately preceding sentence. Each Party shall use reasonable efforts to cause its representatives to attend the meetings of the JSC. If a representative of a Party is unable to attend a meeting, such Party may designate an alternate to attend such meeting in place of the absent representative. Such minutes will be deemed approved unless [***] Each Party shall bear all the expenses of its representatives on the JSC. Either Party may invite personnel or consultants of the Parties (other than the members of the JSC) having applicable expertise to participate in discussions of the JSC objects from time to time as appropriate to assist in the activities of the JSC; provided, that neither Party’s legal counsel may attend a JSC meeting without prior notice to the accuracy other Party reasonably sufficient to allow the other Party’s legal counsel to attend or to expressly waive attendance, and any such non-member shall be (x) bound by confidentiality and non-use obligations equivalent in scope to those set forth in ARTICLE XII of this Agreement and (y) under a written obligation to assign to the Party inviting such non-member any inventions of such minutes within [***] Business Days non-member in the course of receipt. Minutes will be officially endorsed by the JSC at the next JSC or as a result of attending any such meeting, and will be signed by the Alliance Managers.

Meetings. The JSC JCC will meet at least once per [***] during the Term ], unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC JCC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JCC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties JCC to provide the members of the JSC JCC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC JCC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding In-person JCC meetings will be held at locations in the foregoing, United States alternately selected by Unum and by SGI or at any other location mutually agreed by the members of the JCC. Meetings of the JCC will be effective only if at least one (1) meeting per [***] representative of each Party is present or participating in such meeting. Each Party will be in person unless report to the Parties mutually agree in writing JCC on all material issues relating to waive the Commercialization of Products promptly after such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartisissues arise. Each Party will bear the expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JCC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JCC chairperson will send draft meeting minutes to each member of the JSC JCC for review and approval within [***] Business Days after each JSC JCC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JCC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC JCC at the next JSC JCC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC JMC will meet at least once per [***] during the Term per calendar quarter, unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC JMC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JMC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties Manager to provide the members of the JSC JMC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC JMC may meet in person, or at the request of either Party, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JMC meetings will be held at locations in the United States alternately selected by Surface Unum and by NovartisSGI or at any other location mutually agreed by the members of the JMC. Each Party will bear report to the expense JMC on all material issues relating to the Manufacture of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party ACTR T-cells or SGI Antibodies (which representative is not as applicable) promptly after such Party’s Alliance Manager) is present or participating in such meetingissues arise. The Alliance Managers JMC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JMC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JMC chairperson will send draft meeting minutes to each member of the JSC JMC for review and approval within [***] Business Days after each JSC JMC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JMC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC JMC at the next JSC JMC meeting, and will be signed by the Alliance Managers.. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

Meetings. The JSC Each JMC will meet at least once per [***] during the Term times per Calendar Year, unless the Parties mutually agree in writing to a different frequency, and otherwise as agreed by the Parties with respect to Manufacturing activities-specific matters. Each JMC may meet in person, by videoconference, or by teleconference, provided that at least [**] of each JMC per Calendar Year will be in person unless the Parties otherwise mutually agree. In-person JMC meetings will be held at locations in Massachusetts alternately selected by Sage and by Biogen, or at any other location agreed by the members of the respective applicable JMC. Meetings of each JMC will be effective only if a quorum is present, which quorum will require the presence of at least one (1) representative of each Party. Each Party will bear the expense of its respective JMC members’ participation in JMC meetings. No later than [**] prior to the first meeting of the respective applicable JMC in the 2020 stub-Calendar Year and in each Calendar Year thereafter while such JMC exists, the co-chairpersons for such JMC will prepare a communication plan setting forth a schedule of the dates of each meeting for such JMC for that Calendar Year (a “JMC Communication Plan”). No later than [**] Business Days prior to any meeting of the JSC respective applicable JMC (or such shorter time period as the Parties may agree), the co-chairpersons of such JMC will work with the Alliance Managers will to prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to may be included on such agenda, either prior to or in the course meeting, and the Party proposing an item will provide materials to the representatives of such meetingJMC no later than [**] prior to the JMC meeting to support discussion. Either Party A JMC co-chairperson may also call a special meeting of the JSC its JMC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party JMC co-chairperson reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party JMC co-chairperson will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of such JMC, promptly after the JSC no later than [***] Business Days prior decision is made to the hold such special meeting JMC meeting, with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. Inco-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense chairpersons of its their respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers applicable JMC will be responsible for preparing reasonably detailed written minutes of all JSC meetings of such JMC that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval meetings within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] such meeting of the JSC objects such JMC, and endeavor to the accuracy of finalize such minutes within [***] Business Days after each meeting of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managerssuch JMC.

Meetings. The JSC will JRC shall meet at least once per [***] ([***]) [***] per calendar quarter during the Research Term unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. Either Party may also call a special meeting of the JRC (by videoconference or teleconference) by at least [***] ([***]) [***] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRC no later than [***] ([***]) [***] prior to the special meeting with materials reasonably adequate to enable an informed decision. No later than [***] Business Days ([***]) [***] prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JRC, the Alliance Managers will chairperson of the JRC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC JRC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JRC meetings will shall be held at locations in the U.S. alternately selected by Surface ITI and by NovartisTakeda. Each Party will shall bear the expense of its respective JSC JRC members’ participation in JSC JRC meetings. Meetings of the JSC will JRC shall be effective only if at least [***] representative ([***]) [***] of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will chairperson of the JRC shall be responsible for preparing reasonably detailed written minutes of all JSC JRC meetings that reflect reflect, without limitation, all material decisions made and action items identified at such meetings. The Alliance Managers will JRC chairperson shall send draft meeting minutes to each member of the JSC JRC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless ([***]) [***] after each JRC meeting. Such minutes shall be deemed approved unless one or more members of the JSC JRC objects to the accuracy of such minutes within [***] Business Days ([***]) [***] of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will meet at least once per [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] three (3) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] meeting per calendar year will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface Unum and by NovartisSGI. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings[***]. Meetings of the JSC will be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will JDC shall meet at least once per [***] calendar quarter during the Term unless the Parties mutually agree in writing to a different frequency. No later than […***…] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JDC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JDC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) JDC by providing at least […***…] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC JDC and the Alliance Managers of both Parties each Party to provide the members of the JSC JDC no later than […***…] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JDC attention. The JDC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will calendar year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations alternately selected by Surface Galapagos and by NovartisGilead, with Gilead selecting the location of the first in-person JDC meeting, or at any other location mutually agreed by the members of the JDC. Each Party will shall bear the cost and expense of its respective JSC JDC members’ participation in JSC JDC meetings. Meetings of the JSC will JDC shall be effective only if at least [***] representative two (2) representatives of each Party (which representative is representatives are not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JDC for review and approval within […***…] Business Days after each JSC JDC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC JDC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JDC for review and approval within […***…] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JDC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.

Meetings. The JSC will meet at least once per [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)semi-annually, the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, via teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, otherwise (with at least one (1) meeting per [***] will be calendar year being in person unless person), or as otherwise agreed by the Parties mutually agree in writing to waive such requirementParties. InAny in-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if held on an alternating basis between BeiGene’s offices located in Shanghai or Beijing, and Amgen’s headquarters, unless otherwise agreed by the Parties. Each Party will be responsible for its own expenses relating to such JSC and JAC meetings and relating to any subcommittees or working teams. Either Party may also call for special meetings of the JSC or JAC as reasonably required to resolve a Critical Matter escalated to the JSC pursuant to Section 2.3.2 or the JAC pursuant to Section 2.4.3 (JAC Deadlocks); provided that the requesting Party provides at least [***] representative ten (10) business days’ prior written notice to the co-chair of each the JSC or JAC appointed by the other Party (which representative is not and such Party’s Alliance Manager) is present or participating in notice includes a proposed agenda for such meeting. The Alliance Managers JAC and each subcommittee established hereunder will establish a meeting frequency and meeting protocol necessary to coordinate and conduct the activities for which it is responsible, as agreed by the Parties. As appropriate, other employee representatives of the Parties may attend such meetings as non‑voting participants, but no Third Party personnel may attend unless otherwise agreed by the Parties. All committee meetings must have at least two (2) members appointed by each Party in attendance. All documents (including Global Development Plans, Global Development Budgets, Commercialization Plans, Commercialization Budgets, Clinical Study protocols, regulatory filing plans, Global Brand Plans, and Access and Pricing Plans) for such committee and team meetings for the collaboration will be responsible for preparing reasonably detailed in English, unless otherwise agreed by the Parties. The co-chairs of each of the JAC and the JSC shall ensure the preparation and issuance of written minutes of all JSC meetings that reflect material each meeting within thirty (30) days thereafter accurately reflecting the discussions and decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC JDC will meet at least once per [***] during the Term ], unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC JDC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JDC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties Manager to provide the members of the JSC JDC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC JDC may meet in person, or at the request of either Party, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations in the United States alternately selected by Surface Unum and by NovartisSGI or at any other location mutually agreed by the members of the JDC. Each Party will report to the JDC on all material issues relating to the Research and Development of Research Candidates, Development Candidates and Products for and in the Territory promptly after such issues arise. Each Party will bear the expense of its respective JSC JDC members’ participation in JSC JDC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JDC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JDC chairperson will send draft meeting minutes to each member of the JSC JDC for review and approval within [***] Business Days after each JSC JDC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JDC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC JDC at the next JSC JDC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will shall hold its first meeting within thirty (30) days after the Effective Date. The JSC shall meet at least once one (1) time per [***] Calendar Quarter during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda frequency for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meetingmeetings. Either Party may also call a special meeting of the JSC (by videoconference, teleconference videoconference or in personteleconference) by providing at least [***] ten (10) Business Days prior written notice to the other Party if in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event and such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to shall provide the members of the JSC no later than [***] ten (10) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision decision; provided, however, that where a special meeting is called for on shorter notice with regard to a matter that does not admit delay, such notice and such materials shall be provided as early as possible in advance of such meeting. No later than ten (10) Business Days (or such shorter period as may be necessary in the matters event of a special meeting called for on shorter notice in accordance with the foregoing) prior to be consideredany meeting of the JSC, the secretariats of the JSC shall jointly prepare and circulate an agenda for such meeting. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one two (12) meeting meetings per [***] will Calendar Year shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC meetings will be held at locations alternately selected and hosted by Surface FibroGen and by NovartisAstraZeneca. Each The host Party shall be responsible for the costs and expenses of the JSC meeting hosted, provided that each Party will bear the expense of its respective JSC members’ and other attendees’ participation in JSC meetings, including travel costs. Meetings of the JSC will shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JSC secretariat of the host Party will be responsible for preparing keeping reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, material decisions made and action items identified at such meetings. The Alliance Managers will JSC secretariat of the host Party shall send draft meeting minutes to the other Party’s JSC secretariat, and each member secretariat shall seek and obtain review and approval of such minutes from its respective Party’s members of the JSC for review and approval within [***] ten (10) Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC objects to the accuracy of such minutes within [***] ten (10) Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC JRC will meet at least once per [***] during the Term per Calendar Quarter, unless the Parties mutually agree in writing to a different frequency. At least [***] meeting per Calendar Year of the JRC shall be conducted in person. The location for the in-person meetings of the JRC shall, respectively, alternate between Repare’s headquarters and Ono’s headquarters (or such other locations as are mutually agreed by the Parties). No later than [***] Business Days prior to any meeting of the JSC JRC (or such shorter time period as the Parties may agree), the Alliance Managers Liaisons will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JRC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must shall be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties Liaisons to provide the members of the JSC JRC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC JRC may meet in person, by videoconference videoconference, or by teleconference; provided that the final quarterly meeting of the JRC of each Calendar Year shall be conducted in person. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in In- person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JRC meetings will be held at locations alternately selected by Surface Repare and by NovartisOno or at any other location mutually agreed by the members of the JRC. All JRC meetings shall take place in English. Each Party will report to the JRC on all material issues relating to the research of Drug Candidates or Licensed Drug Candidates promptly after such issues arise. Each Party will bear the expense of its respective JSC JRC members’ participation in JSC JRC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JRC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JRC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will shall meet at least once per [***] calendar quarter during the Term unless the Parties mutually agree in writing to a different frequency. No later than […***…] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JSC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least […***…] Business Days (or, in the case of meetings to determine if a Clinical Trial constitutes a Triggering Clinical Trial or, if or when a Qualifying Data Package has been delivered, […***…] Business Days) prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC and the Alliance Managers of both Parties each Party to provide the members of the JSC no later than […***…] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JSC consideration. The JSC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will calendar year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface Galapagos and by NovartisGilead, with […***…] selecting the location of the first in-person JSC meeting, or at any other location mutually agreed by the members of the JSC. Each Party will shall bear the cost and expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall be effective only if at least [***] representative two (2) representatives of each Party (which representative is representatives are not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC for review and approval within […***…] Business Days after each JSC meeting. Such minutes will shall be deemed Option, License and Collaboration Agreement approved unless [***] one (1) or more members of the JSC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JSC for review and approval within […***…] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JSC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.

Meetings. The During the Term, the JSC will meet at least once two (2) times per [***] during the Term unless the Parties mutually agree in writing to a different frequencyCalendar Year. No later than [***] ten (10) Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will jointly prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] ten (10) Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson chairpersons of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] three (3) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] Calendar Year will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected mutually agreed upon by Surface ADT and by NovartisAnchiano. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of two (2) JSC members from each Party (which representative is members do not include such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] twenty (20) Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC objects to the accuracy of such minutes within [***] five (5) Business Days of receipt. Upon any such objection, the members shall work together in good faith to promptly revise such minutes until such minutes are approved by all members of the JSC. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will shall meet at least once per [*** * *] during the Term Phase 1 Development Period unless the Parties mutually agree in writing to a different frequencyfrequency and schedule for such meetings. Either Party may also call a special meeting of the JSC (by videoconference or teleconference) by at least [* * *] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JSC no later than [* * *] prior to the special meeting with materials reasonably adequate to enable an informed decision by both Parties as suggested by the JSC. No later than [*** * *] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairperson of the JSC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, provided however, at least one (1) meeting per [***] will calendar year shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC meetings will shall be held at locations alternately selected by Surface Catalyst and by NovartisISU. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings The chairperson of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will shall be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will JSC chairperson shall send draft meeting minutes to each member of the JSC for review and approval within [*** * *] Business Days after each JSC meeting. Such minutes will shall be deemed approved unless [***] one or more members of the JSC objects object to the accuracy of such minutes within [*** * *] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will shall meet at least once per [* * ***] during the Term ], unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. Either Party may also call a special meeting of the JSC (by videoconference or teleconference) by at least [* * *] Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JSC no later than [* * *] Business Days prior to the special meeting with materials reasonably adequate to enable an informed decision. No later than [*** * *] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairperson of the JSC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, provided however, at least one (1) meeting per [*** * *] will shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC meetings will shall be held at locations alternately selected by Surface Virobay and by NovartisXXX. Each Party will shall bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall be effective only if at least [*** * *] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will chairperson of the JSC shall be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, all material decisions made and action items identified at such meetings. The Alliance Managers will JSC chairperson shall send draft meeting minutes to each member of the JSC for review and approval within [*** * *] Business Days after each JSC meeting. Such minutes will shall be deemed approved unless [***] one or more members of the JSC objects to the accuracy of such minutes within [*** * *] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will shall meet at least once per [**] per calendar [*] during the Term unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairperson of the JSC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days Days’ prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will meetings per calendar year shall be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface Medivation and by NovartisAstellas. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, material decisions made and action items identified at such meetings. The Alliance Managers will shall send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will shall meet at least once per [***] calendar quarter during the Term unless the Parties mutually agree in writing to a different frequency. No later than […***…] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairperson of the JSC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference teleconference, or in person) person by providing at least […***…] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than […***…] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JSC consideration. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will calendar year shall be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface Galapagos and by NovartisGilead. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Gilead Alliance Managers Manager will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Gilead Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC for review and approval within […***…] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case the Gilead Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JSC for review and approval within […***…] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will JCC shall meet at least once [*] per [***] during the Term ], spaced at regular intervals unless the Parties mutually agree in writing to a different frequency. Either Party may also call a special meeting of the JCC (by videoconference or teleconference) by at least [*] Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, and such Party shall provide the JCC no later than [*] Business Days prior to the special meeting with materials reasonably adequate to enable an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JCC with less than then [*] Business Days notice if the Parties agree that an issue warrants an expedited meeting. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JCC, the Alliance Managers will chairperson of the JCC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC JCC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding In-person JCC meetings will be held at locations in the foregoing, U.S. alternately selected by Medivation and by Partner. Meetings of the JCC shall be effective only if at least one (1) meeting per [***] will be representative of each Party is present or participating in person unless such meeting. Each Party shall report to the Parties mutually agree in writing JCC on all material issues relating to waive the Commercialization of Products promptly after such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartisissues arise. Each Party will bear the expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will JCC chairperson shall send draft meeting minutes to each member of the JSC JCC for review and approval within [***] Business Days after each JSC JCC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JCC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The Parties shall endeavor to have their first meeting of the JSC within [*] days after the Effective Date. The JSC will shall meet at least once [*] per [***] during the Term spaced at regular intervals unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. Either Party may also call a special meeting of the JSC (by videoconference or teleconference) by at least [*] Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, and such Party shall provide the JSC no later than [*] Business Days prior to the special meeting with materials reasonably adequate to enable an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JSC with less than [*] Business Days notice if the Parties agree that an issue warrants an expedited meeting. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairperson of the JSC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) [*] meeting per [***] will shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC meetings will be held at locations in the U.S. alternately selected by Surface Medivation and by NovartisPartner. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson of the JSC will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, material decisions made and action items identified at such meetings. The Alliance Managers will JSC chairperson shall send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and will be signed by the Alliance ManagersMARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Meetings. The JSC During the Term, the JDC will meet at least once per on a [***] during basis, unless otherwise agreed to by the Term unless the Parties mutually agree in writing to a different frequencyJDC. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JDC, the Alliance Managers will jointly prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to so long as the other Party if consents to such Party reasonably believes that a significant matter must later addition of such agenda items (which consent shall not be addressed prior to the next scheduled meetingunreasonably conditioned, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be consideredwithheld or delayed). The JSC JDC may meet in person, by videoconference or by teleconference. Notwithstanding ; provided that, unless otherwise agreed by the foregoingParties, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings meeting per Calendar Year will be held at locations alternately in person. The location of the in-person JDC meetings will alternate between a location selected by Surface Licensee and a location selected by NovartisAgenus, with Licensee selecting the location of the first in-person JDC meeting. Each Party will bear the expense of its respective JSC JDC members’ participation in JSC JDC meetings. Meetings of the JSC JDC will be effective only if at least [***] representative of JDC members from each Party (which representative is members do not include [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Exhibit 10.1 such Party’s Alliance Manager) is are present or participating (including by videoconference or teleconference) in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC JDC for review and approval within [***] Business Days after each JSC JDC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC JDC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The Parties shall endeavor to have their first meeting of the JSC within [***]. The JSC will shall meet at least once per [***] per Calendar Quarter during the Term spaced at regular intervals unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. Either Party may also call a special meeting of the JSC (by videoconference or teleconference) by providing at least [***] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, and such Party shall provide the JSC no later than [***] prior to the special meeting with materials reasonably adequate to enable an informed decision. No later than [***] Business Days prior to any regularly scheduled meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairpersons of the JSC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will meetings per Calendar Year shall be in person unless the Parties mutually agree in writing to waive such requirementperson. In-person JSC meetings will be held at locations in the U.S. alternately selected by Surface MC2 and by NovartisEPI Health. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall be effective only if at least [***] one (1) JSC representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material reflect, without limitation, decisions made and action items identified at such meetings. The Alliance Managers will shall send draft meeting minutes minutes, including a description of all discussions and decisions, to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] one (1) or more members of the JSC objects object to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. Until the later of the third (3rd) anniversary of the Effective Date and the date of Schering’s first Marketing Approval in the Territory for the first Licensed Product, the JSC shall meet quarterly, and thereafter semi-annually, or at other times agreed to by the Parties, to review and discuss Schering’s manufacturing, development, marketing and other commercialization activities in connection with Licensed Products in the Field (including, without limitation, the planning and performance of clinical trials and planning and preparation of Regulatory Filings), as well as to coordinate manufacturing, development and marketing plans for Licensed Products and Prescription Products bearing the Santarus Marks. The JSC will shall meet in person, or in such other manner (e.g., by telephone or videoconference) and at least once per [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period times as the Parties may mutually agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, provided that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to half the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet meetings per calendar year take place in person, by videoconference or by teleconferenceand such in-person meetings shall alternate between the facilities of the Parties unless the JSC agrees otherwise. Notwithstanding Each Party shall inform the foregoingother of its proposed agenda items, to the extent reasonably practicable, at least one (1) week in advance of each meeting per [***] will be in person unless of the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by NovartisJSC. Each Party will shall bear the expense of its respective JSC members’ participation in own personnel, travel, and lodging expenses relating to JSC meetings. Meetings Members of the JSC will may be effective only if represented at any meeting by a designated substitute; provided at least [***] one (1) representative of each Party at each meeting shall be at the Vice President level or above. Either Party may permit additional employees and consultants to attend and participate (which representative is not such Party’s Alliance Manageron a non-voting basis) is in JSC meetings, subject to the confidentiality provisions of Article 8. Any approval, determination or other action agreed to by all of the members of the JSC present at the relevant JSC meeting shall be the approval, determination or participating in other action of the JSC, provided that at least two representatives of each Party are present at such meeting. The Alliance Managers will be responsible Schering and Santarus shall each name a representative on the JSC as its “Co-Chair,” and such persons shall serve as the primary contact for preparing reasonably detailed written minutes of all such Party with respect to JSC meetings that reflect material decisions made and action items identified at such meetingsmatters. The Alliance Managers will send draft meeting minutes to each member meetings of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will shall be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed chaired by the JSC at the next JSC meetingSchering and Santarus Co-Chairs in an alternating manner, and will be signed by the Alliance Managersbeginning with Santarus.

Meetings. The JSC OSC will hold an in-person organizational meeting at Amylin’s offices in San Diego, California to establish the OSC’s operating procedures. After such initial meeting, the OSC will meet at least once per [***] during the Term unless the Parties mutually agree in writing such other times as are agreeable to a different frequency. No later than [***] Business Days prior to any meeting majority of the JSC (or such shorter time period as the Parties OSC members, but no less than once each calendar quarter. Such meetings may agree)be in-person, the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by via videoconference, teleconference or in person) by providing via teleconference. Meetings may only be held if at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than ([***] Business Days prior to ]) OSC members from each Party are present and participating. After the special initial meeting with an agenda for above, the meeting location of in-person OSC meetings will alternate between San Diego, California and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in personChicago, by videoconference or by teleconference. Notwithstanding the foregoingIllinois, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartisotherwise agree. Each Party will bear the expense of its respective JSC OSC members’ participation in JSC OSC meetings. Meetings With the prior consent of the JSC will other Party’s members, (such consent not to be effective only if unreasonably withheld or delayed), each Party may invite non-members to participate in the discussions and meetings provided that such participants shall have no voting rights or powers and shall be subject to the confidentiality provisions in Article 10. Additional meetings of the OSC may also be held to resolve any dispute referred to the OSC. Meetings to resolve disputes shall be held within [***] following referral to the OSC or as soon as reasonably practical. All agenda items proposed by a Party for discussion or decision at a meeting must be provided to the Alliance Manager responsible for the agenda for the next meeting, together with appropriate information related thereto, at least [***] representative in advance of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such the meeting. The Alliance Managers Material decisions reached at a meeting will be responsible for preparing reasonably documented by both Parties before the meeting ends. Reasonably detailed written minutes will be kept of all JSC OSC meetings that and will reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft Manager of the same Party as the acting chairman of the OSC shall be responsible for (i) preparing and circulating an agenda for each upcoming OSC meeting, and (ii) preparing and issuing the meeting minutes to each member of the JSC OSC for review and approval within [***] Business Days after each JSC such meeting. Such minutes Minutes will be deemed approved unless [***] a member of the JSC OSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will meet at least once twice per [***] during the Term Calendar Year, unless the Parties mutually agree in writing to a different frequency. The JSC may meet in person, by videoconference, or by teleconference, provided that at least one (1) meeting of the JSC per Calendar Year will be in person. In-person JSC meetings will be held at locations in the United States and in Japan alternately selected by Xxxxx and by Shionogi, or at any other location mutually agreed by the members of the JSC. The first JSC meeting shall be held within [***] ([***]) days of the Effective Date. Meetings of the JSC will be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. No later than [***] ([***]) Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the JSC co-chairpersons will work with the Alliance Managers will to prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to may be included on such agenda, either agenda prior to the meeting, and the Party or in the course of such meetingCommittee proposing an item shall provide materials to the JSC representatives no later than [***] ([***]) Business Days prior to the JSC meeting to support discussion. Either Party A JSC co-chairperson may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party JSC co-chairperson reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party JSC co-chairperson will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC, promptly after the decision is made to hold such special JSC no later than [***] Business Days prior to the special meeting meeting, with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. Inco-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairpersons will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval meetings within [***] ([***]) Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects , and endeavor to the accuracy of finalize such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next ([***]) days after each JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will shall, after appointment of its initial members, meet at least once per [***] during every Calendar Quarter at times mutually agreed upon by the Term unless Parties, and at least two (2) of such meetings each year shall be held in person. The location of the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting meetings of the JSC (or such shorter time period as to be held in person shall be agreed upon by the Parties may agree(with the intent that it should alternate between the Parties’ respective headquarters locations or be held at the time and sites of major medical conferences attended by both Parties). Additionally, the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC upon written notice to the other (and which meeting shall be scheduled promptly at mutually agreeable times) (a) to make any determination under this Agreement that cannot reasonably be postponed until the next scheduled JSC meeting, (b) for the purpose of resolving disputes in connection with, or for the purpose of reviewing or making a decision pertaining to, any material matter within the purview of the JSC, the examination or resolution of which cannot reasonably be postponed until the next scheduled JSC meeting or (c) as reasonably necessary to review other matters occurring between JSC meetings. Each such special meeting of the JSC shall be convened at such time as may be mutually agreed upon by videoconferencethe Parties, teleconference but in any event shall be held within fifteen (15) days after delivery of the written notice described in the immediately preceding sentence. Each Party shall use reasonable efforts to cause its representatives to attend the meetings of the JSC. If a representative of a Party is unable to attend a meeting, such Party may designate an alternate to attend such meeting in place of the absent representative. Each Party shall bear all the expenses of its representatives on the JSC. Either Party may invite personnel or consultants of the Parties (other than the members of the JSC) having applicable expertise to participate in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson = CONFIDENTIAL TREATMENT REQUESTED discussions of the JSC and from time to time as appropriate to assist in the Alliance Managers of both Parties to provide the members activities of the JSC no later than [***] Business Days with the prior consent of the other Party, which shall not be unreasonably withheld;, and any such non-member shall be (x) bound by confidentiality and non-use obligations equivalent in scope to those set forth in ARTICLE XII of this Agreement and (y) under a written obligation to assign to the special meeting with an agenda for Party inviting such non-member any inventions of such non-member in the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference course of or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense as a result of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in attending any such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will JRDC shall meet at least once per [***] during the Term per Calendar Quarter, unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least [***] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than [***] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JRDC, the Alliance Managers will chairperson of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC JRDC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, provided, however, at least one (1) meeting per [***] will shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC JRDC meetings will shall be held at locations alternately selected by Surface Dimension and by NovartisBayer. Each Party will shall bear the expense of its respective JSC JRDC members’ participation in JSC JRDC meetings. Meetings of the JSC will JRDC shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JSC JRDC meetings that reflect reflect, without limitation, all material decisions made and action items identified at such meetings. The Alliance Managers will JRDC chairperson shall send draft meeting minutes to each member of the JSC JRDC for review and approval within [***] Business Days after each JSC JRDC meeting. Such minutes will shall be deemed approved unless [***] one or more members of the JSC JRDC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The first meeting of the JSC will be held [**] after the Effective Date (or such longer period of time as mutually agreed by the Parties) (the “Initial JSC Meeting”). At the Initial JSC Meeting, among other activities, if any, as may be decided by the JSC, the JSC will review, revise as necessary to approve, and determine whether to approve the Initial Research Plan Amendment (as defined below) provided by the JRC (as defined below). The JSC will meet at least once per in person (alternating between a site designated by each of LogicBio and CANbridge) or by videoconference or teleconference (a) to discuss matters related to the Research Plan until the conclusion of activities under such Research Plan, [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than and (b) thereafter at least [***] Business Days prior to any meeting of the JSC (], or with such shorter time period other frequency as the Parties may agree), . Specific meeting dates will be determined by agreement of the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agendaParties. Without limiting the foregoing, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference videoconference or in personteleconference) by providing upon at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to before the next regularly scheduled meetingmeeting of the JSC, in which event case such Party will work with the chairperson of provide the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on discussion by its members no later than [**] before the matters to be consideredspecial meeting. The LogicBio will organize the Initial JSC may meet in person, Meeting by videoconference or by teleconference. Notwithstanding the foregoing, teleconference at least one (1) meeting per a mutually agreeable time no later than [***] will be in person unless after the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by NovartisEffective Date. Each Party will bear the expense of be responsible for its respective JSC members’ own expenses relating to its attendance at or participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting jointly prepare and disseminate agendas and presentations no later than [**] in advance of each JSC meeting, unless otherwise agreed to by the Parties in writing. The Alliance Managers will jointly prepare and disseminate proposed minutes to each member of for the JSC for review and approval meeting within [**] after each such meeting and will seek to obtain review and approval of such minutes by their respective companies within [**] Business Days after each JSC meetingthereafter. Such minutes will not be finalized until each representative on the JSC reviews and approves such minutes in writing; provided that any minutes will be deemed approved unless [***] of a representative on the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by after the JSC at the next JSC meeting, and will be signed by the Alliance Managerscirculation thereof.

Meetings. The JSC will shall meet at least once per [***] quarterly during the Term unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. No later than [***] Business Days ten (10) business days prior to any regularly scheduled meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairperson of the JSC shall prepare and circulate an agenda for such meeting and, as soon as practicable, materials for PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. the meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson of the JSC will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, material decisions made and action items identified at such meetings. The Alliance Managers will JSC chairperson shall send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days ten (10) business days after each JSC meeting. Such The JSC shall formally approve the minutes of each meeting at the immediately subsequent meeting, and the minutes for the last JSC meeting will be deemed approved unless [***] one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days ten (10) business days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will JDC shall meet at least once per [***] Calendar Quarter during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JDC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JDC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) JDC by providing at least [***] Business Days Days’ prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC JDC and the Alliance Managers of both Parties each Party to provide the members of the JSC JDC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JDC attention. The JDC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will Calendar Year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations alternately selected by Surface Arcus and by NovartisGilead, with [***] selecting the location of the first in-person JDC meeting, or at any other location mutually agreed by the members of the JDC. Each Party will shall bear the cost and expense of its respective JSC JDC members’ participation in JSC JDC meetings. Meetings of the JSC will JDC shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JDC for review and approval within [***] Business Days after each JSC JDC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC JDC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within [***] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JDC for review and approval within [***] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JDC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.

Meetings. The JSC will JDC shall meet at least once per [***] during the Term ], unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JDC, the Alliance Managers will chairpersons of the JDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JDC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson chairpersons of the JSC and the Alliance Managers of both Parties JDC to provide the members of the JSC JDC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC JDC may meet in person, or at the request of either Party, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will shall be held at locations alternately selected by Surface Arvinas and by Novartis. Each Party will bear Pfizer or at any other location mutually agreed by the expense members of its respective JSC members’ participation in JSC meetingsthe JDC. Meetings of the JSC will JDC shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is are present or participating in such meeting. Each Party shall report to the JDC on all material issues relating to the Development of Licensed Products for and in the Territory promptly after such issues arise. Each Party shall bear the expense of its respective JDC members’ participation in JDC meetings. The Alliance Managers will chairpersons shall be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will JDC chairpersons shall send draft meeting minutes to each member of the JSC JDC for review and approval within [***] Business Days after each JSC JDC meeting. Such Approved minutes will shall be deemed approved unless [***] of the JSC objects distributed to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed JDC by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersJDC chairpersons.

Meetings. The JSC JDC will meet at least once four (4) times per [***] during the Term Calendar Year, unless the Parties mutually agree in writing to a different frequency. The JDC may meet in person, by videoconference, or by teleconference, provided that at least two (2) meeting of the JDC per Calendar Year will be in person. In-person JDC meetings will be held at locations in the United States and in Japan alternately selected by Cxxxxx and by Licensee, or at any other location mutually agreed by the members of the JDC. Meetings of the JDC will be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party will bear the expense of its respective JDC members’ participation in JDC meetings. No later than [***] fifteen (15) days prior to the first meeting of the JDC and in each Calendar Year thereafter while the JDC exists, the Alliance Managers will prepare a communication plan setting forth a schedule of the dates of each JDC meeting for that Calendar Year and a proposed agenda for each such meetings (“JDC Communication Plan”). No later than five (5) Business Days prior to any meeting of the JSC JDC (or such shorter time period as the Parties may agree), the Alliance Managers together will prepare and circulate an agenda for such meetingmeeting based on the agenda previously included for such meeting in the JDC Communication Plan; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JDC at any meeting as part of such agenda will prepare and provide detailed materials to the JDC representatives to support discussion. Either Party may also call a special meeting of the JSC JDC (by videoconference, teleconference or in person) by providing at least [***] ten (10) Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties Manager to provide the members of the JSC JDC no later than [***] three (3) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JDC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JDC chairperson will send draft meeting minutes to each member of the JSC JDC for review and approval within [***] ten (10) Business Days after each JSC JDC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JDC objects to the accuracy of such minutes within [***] ten (10) Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JDC will be promptly circulated by the JDC chairperson to each member of the JDC for review and approval within ten (10) Business Days of receipt, with such process repeating until the meeting minutes are approved by all JDC members. Minutes will be officially endorsed by the JSC JDC at the next JSC JDC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will JDC shall meet at least once per [****] per Calendar Quarter during the Term (spaced at regular intervals) unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda frequency for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meetingmeetings. Either Party may also call a special meeting of the JSC JDC (by videoconference, teleconference videoconference or in personteleconference) by providing at least [****] Business Days Days’ prior written notice to the other Party if in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meetingmeeting of the JDC, in which event and such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to shall provide the members of the JSC JDC no later than [****] Business Days prior to the special meeting with materials that such Party reasonably believes in good faith are sufficient to enable the JDC members to make an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JDC on less than [****] Business Days’ prior written notice if the Parties, as confirmed in writing by the Alliance Managers, agree that an issue warrants an expedited meeting. No later than [****] Business Days prior to any meeting of the JDC, the Alliance Managers (or their respective designees) shall prepare and circulate an agenda for the such meeting and materials reasonably adequate each Party shall be permitted to enable an informed decision on the matters propose additional topics to be consideredincluded on such agenda. The JSC JDC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations alternately selected by Surface Alnylam and by NovartisRoche. Each Party will bear the expense of its respective JSC JDC members’ participation in JSC JDC meetings. Meetings of the JSC will JDC shall be effective only if at least [***] representative one (1) member of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers (or their respective designees) will be responsible for preparing reasonably detailed the preparation of written minutes of all JSC JDC meetings that reflect material decisions and actions made and action items identified at such meetings. The Alliance Managers (or their respective designees) will send deliver draft meeting minutes to each member of the JSC JDC for their review and approval within [****] Business Days after each JSC JDC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC JDC objects in writing to the accuracy of such minutes within [****] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managersafter receipt thereof.

Meetings. The JSC will Following its inception, the JDC shall meet at least once one (1) time per [***] during the Term Calendar Quarter (or more frequently when necessary), spaced at regular intervals, unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JDC (by videoconference, teleconference videoconference or in personteleconference) by providing at least [***] ten (10) Business Days prior written notice to the other Party if in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event and such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to shall provide the members of the JSC JDC no later than [***] ten (10) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision decision; provided, however, that where a special meeting is called for on shorter notice with regard to a matter that does not admit delay, such notice and such materials shall be provided as early as possible in advance of such meeting. No later than ten (10) Business Days (or such shorter period as may be necessary in the matters event of a special meeting called for on shorter notice in accordance with the foregoing) prior to any meeting of the JDC, the secretariats shall jointly prepare and circulate an agenda for such meeting; provided, however, that either Party shall be free to propose additional topics to be consideredincluded on such agenda, either prior to or, subject to the consent of the other Party, in the course of such meeting. The JSC JDC may meet in person, or at the request of either Party, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations alternately selected and hosted by Surface FibroGen and by NovartisAstraZeneca. Each Party shall report to the JDC on all material issues relating to the Development of Products for and in the Territory at the JDC meeting occurring after such issues arise. The host Party shall be responsible for the costs and expenses of the JDC meeting hosted, provided that each Party will bear the expense of its respective JSC JDC members’ and other attendees’ participation in JSC JDC meetings, including travel costs. Meetings of the JSC will JDC shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will secretariat of the host Party shall be responsible for preparing keeping reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will secretariat of the host Party shall send draft meeting minutes to the other Party’s secretariat, and each member of the JSC for secretariat shall seek and obtain review and approval of such minutes from its respective Party’s members of the JDC within [***] ten (10) Business Days after each JSC JDC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JDC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.ten

Meetings. The JSC will JCC shall meet at least once per [***] during the Term calendar quarter, unless the Parties mutually agree in writing to a different frequency. No later than […***…] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JCC, the Alliance Managers will chairperson of the JCC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JCC (by videoconference, teleconference teleconference, or in person) by providing at least […***…] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC and the Alliance Managers of both Parties JCC to provide the members of the JSC JCC no later than […***…] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC JCC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JCC meetings will be held at locations alternately selected by Surface Galapagos and by NovartisGilead or at any other location mutually agreed by the members of the JCC. Meetings of the JCC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party shall report to the JCC on all material issues relating to the Commercialization of Licensed Products and Gilead Combination Products, as applicable, promptly after such issues arise. Each Party will bear the expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material all decisions made and action items identified at such meetings. The JCC chairperson shall send meeting minutes to each member of the JCC for review and approval and the Alliance Managers for informational purposes within […***…] Business Days after each JCC meeting. Minutes will be deemed approved unless one or more members of the JCC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case the Gilead Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JSC JCC for review and approval within […***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***…] Business Days of receiptreceipt of the objection(s). The same review procedures and timelines set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. Minutes will be officially endorsed by the JSC JCC at the next JSC JCC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will shall meet at least once per [***] Calendar Quarter during the Term unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. The JSC shall hold its first meeting within sixty (60) days of the Effective Date. Either Party may also call a special meeting of the JSC (by videoconference or teleconference) by at least ten (10) Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, and such Party shall provide the JSC no later than five (5) Business Days prior to the special meeting with materials reasonably adequate to enable an informed decision. No later than [***] ten (10) Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairperson of the JSC or a designate shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will Calendar Year shall be in person unless the Parties mutually agree in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC meetings will shall be held THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED at locations alternately a mutually agreeable location or alternating each meeting between a location selected by Surface MD Xxxxxxxx and by NovartisImmatics US. Each Party will shall bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will chairperson of the JSC or a designate shall be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, material decisions made and action items identified at such meetings. The Alliance Managers will JSC chairperson or a designate shall send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days twenty (20) days after each JSC meeting. Such minutes will shall be deemed approved unless [***] one or more members of the JSC objects object to the accuracy of such minutes within [***] Business Days twenty (20) days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will JCC shall meet at least once per [****] per Calendar Quarter during the Term (spaced at regular intervals) unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda frequency for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meetingmeetings. Either Party may also call a special meeting of the JSC JCC (by videoconference, teleconference videoconference or in personteleconference) by providing at least [****] Business Days Days’ prior written notice to the other Party if in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meetingmeeting of the JCC, in which event and such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to shall provide the members of the JSC JCC no later than [****] Business Days prior to the special meeting with materials that such Party reasonably believes in good faith are sufficient to enable the JCC members to make an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JCC on less than [****] Business Days’ prior written notice if the Parties, as confirmed in writing by the Alliance Managers, agree that an issue warrants an expedited meeting. No later than [****] Business Days prior to any meeting of the JCC, the Alliance Managers (or their respective designees) shall prepare and circulate an agenda for the such meeting and materials reasonably adequate each Party shall be permitted to enable an informed decision on the matters propose additional topics to be consideredincluded on such agenda. The JSC JCC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JCC meetings will be held at locations alternately selected by Surface Alnylam and by NovartisRoche. Each Party will bear the expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will JCC shall be effective only if at least [***] representative one (1) member of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers (or their respective designees) will be responsible for preparing reasonably detailed the preparation of written minutes of all JSC JCC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers (or their respective designees) will send deliver draft meeting minutes to each member of the JSC JCC for their review and approval within [****] Business Days after each JSC JCC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC JCC objects in writing to the accuracy of such minutes within [****] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managersafter receipt thereof.

Meetings. The During the Term, the JSC will meet at least once per on a [***] during basis, unless otherwise agreed to by the Term unless the Parties mutually agree in writing to a different frequencyJSC. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will jointly prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to so long as the other Party if consents to such Party reasonably believes that a significant matter must later addition of such agenda items (which consent shall not be addressed prior to the next scheduled meetingunreasonably conditioned, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be consideredwithheld or delayed). The JSC may meet in person, by videoconference or by teleconference. Notwithstanding teleconference as agreed by the foregoingJSC; provided that, unless otherwise agreed by the Parties, at least one (1) meeting per [***] will be held in person unless person. The location of the Parties mutually agree in writing to waive such requirement. Inin-person JSC meetings will be held at locations alternately alternate between a location selected by Surface BMS and a location selected by NovartisImmatics, with BMS selecting the location of the first in-person JSC meeting. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of JSC members from each Party (which representative is members do not include such Party’s Alliance Manager) is are present or participating (including by videoconference or teleconference) in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] one (1) or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed Certain confidential information contained in this document, marked by [**], has been omitted because Immatics N.V. has determined that the JSC at information (i) is not material and (ii) is the next JSC meeting, type that Immatics N.V. customarily and will be signed by the Alliance Managersactually treats as private or confidential.

Meetings. The JSC will meet at least once twice per [***] during the Term Calendar Year, unless the Parties mutually agree in writing to a different frequency. The JSC may meet in person, by videoconference, or by teleconference, provided that at least one (1) meeting of the JSC per Calendar Year will be in person. In-person JSC meetings will be held at locations in the United States and in Japan alternately selected by aTyr and by Kyorin, or at any other location mutually agreed by the members of the JSC. Meetings of the JSC will be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. No later than [***] five (5) Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers together will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JSC at any meeting as part of such agenda will prepare and provide detailed materials to the JSC representatives to support discussion. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] ten (10) Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] three (3) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JSC chairperson will send draft meeting minutes to each member of the JSC for review and approval within [***] twenty (20) Business Days after each JSC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC objects object to the accuracy of such minutes within [***] ten (10) Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JSC will be promptly circulated by the JSC chairperson to each member of the JSC for review and approval within ten (10) Business Days of receipt, with such process repeating until the meeting minutes are approval by all JSC members. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will TSC shall meet at least once per promptly (and in all cases within […***…] during Business Days) to address any disputes referred by the Term unless JTT pursuant to Section 4.3(e). Either Party may also call a special meeting of the Parties mutually agree TSC (by videoconference, teleconference, or in writing person) by providing at least […***…] Business Days prior written notice to a different frequencythe other Party. No To the extent practicable, no later than […***…] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)TSC, the Alliance Managers will chairperson of the TSC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party The Parties may also call a special meeting of mutually agree to additional meetings on shorter or longer notice in the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes event that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be consideredarise requiring TSC consideration. The JSC TSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC TSC members’ participation in JSC TSC meetings. Meetings of the JSC will TSC shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will Manager of […***…] shall be responsible for preparing reasonably detailed written minutes of all JSC TSC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC TSC for review and approval within […***…] Business Days after each JSC TSC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC TSC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the TSC for review and approval within […***…] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. Minutes will be officially endorsed by the JSC TSC at the next JSC TSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will shall meet at least once twice per [***] Calendar Year during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JSC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days Days’ prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC and the Alliance Managers of both Parties each Party to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JSC consideration. The JSC may meet in in-person, by videoconference or by teleconference. Notwithstanding Meetings of the foregoing, JSC shall be effective only if at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within [***] Business Days of receipt, in which case, such Alliance Manager shall amend the draft meeting minutes accordingly and send the Option, License and Collaboration Agreement revised draft meeting minutes to each member of the JSC for review and approval within [***] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JSC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.

Meetings. The JSC JCC will meet at least once twice per [***] during the Term Calendar Year, unless the Parties mutually agree in writing to a different frequency. The JCC may meet in person, by videoconference, or by teleconference, provided that at least one (1) meeting of the JCC per Calendar Year will be in person. In-person JCC meetings will be held at locations in the United States and in Japan alternately selected by Cxxxxx and by Licensee, or at any other location mutually agreed by the members of the JCC. Meetings of the JCC will be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party will bear the expense of its respective JCC members’ participation in JCC meetings. No later than [***] fifteen (15) days prior to the first meeting of the JCC in the stub-Calendar Year in which it is formed and in each Calendar Year thereafter while the JCC exists, the Alliance Managers will prepare a communication plan setting forth a schedule of the dates of each JCC meeting for that Calendar Year and a proposed agenda for each such meetings (“JCC Communication Plan”). No later than five (5) Business Days prior to any meeting of the JSC JCC (or such shorter time period as the Parties may agree), the Alliance Managers together will prepare and circulate an agenda for such meetingmeeting based on the agenda previously included for such meeting in the JCC Communication Plan; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JCC at any meeting as part of such agenda will prepare and provide detailed materials to the JCC representatives to support discussion. Either Party may also call a special meeting of the JSC JCC (by videoconference, teleconference or in person) by providing at least [***] ten (10) Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC JCC no later than [***] three (3) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JCC chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JCC chairperson will send draft meeting minutes to each member of the JSC JCC for review and approval within [***] ten (10) Business Days after each JSC JCC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC objects JCC object to the accuracy of such minutes within [***] ten (10) Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JCC will be promptly circulated by the JCC chairperson to each member of the JCC for review and approval within ten (10) Business Days of receipt, with such process repeating until the meeting minutes are approved by all JCC members. Minutes will be officially endorsed by the JSC JCC at the next JSC JCC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC JCC will meet at least once per [...***] during the Term ...], unless the Parties mutually agree in writing to a different frequency. No later than [...***...] Business Days prior to any meeting of the JSC JCC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, provided however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JCC (by videoconference, teleconference or in person) by providing at least [...***...] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties JCC to provide the members of the JSC JCC no later than [...***...] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC JCC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JCC meetings will be held at locations in the United States alternately selected by Surface Xencor and by NovartisNovartis or at any other location mutually agreed by the members of the JCC. Meetings of the JCC will be effective only if at least one representative of each Party is present or participating in such meeting. Each Party will report to the JCC on all material issues relating to the Commercialization of Regional Licensed Products and Optioned Licensed Products promptly after such issues arise. Each Party will bear the expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers JCC co-chairs will be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers JCC co-chairs will send draft meeting minutes to each member of the JSC JCC for review and approval within [...***...] Business Days -38- ***Confidential Treatment Requested after each JSC JCC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC objects JCC object to the accuracy of such minutes within [...***...] Business Days of receipt. Minutes will be officially endorsed by the JSC JCC at the next JSC JCC meeting, including reflecting any differences noted by the Parties, and will be signed by the Alliance Managers.

Meetings. The JSC will shall meet at least once per [***] Calendar Quarter during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JSC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days Days’ prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC and the Alliance Managers of both Parties each Party to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JSC consideration. The JSC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will Calendar Year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface Arcus and by NovartisGilead, with [***] selecting the location of the first in-person JSC meeting, or at any other location mutually agreed by the members of the JSC. Each Party will shall bear the cost and expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within [***] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JSC for review and approval within [***] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JSC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.

Meetings. The JSC will JCC shall meet at least once per [***] during the Term calendar quarter, unless the Parties mutually agree in writing to a different frequency. No later than […***…] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JCC, the Alliance Managers will chairperson of the JCC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JCC (by videoconference, teleconference teleconference, or in person) person by providing at least […***…] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC and the Alliance Managers of both Parties JCC to provide the members of the JSC JCC no later than […***…] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC JCC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JCC meetings will be held at locations alternately selected by Surface Galapagos and by NovartisGilead or at any other location mutually agreed by the members of the JCC. Meetings of the JCC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party shall report to the JCC on all material issues relating to the Commercialization of Licensed Products and Gilead Combination Products, as applicable, promptly after such issues arise. Each Party will bear the expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material all decisions made and action items identified at such meetings. The JCC chairperson shall send meeting minutes to each member of the JCC for review and approval and the Alliance Managers for informational purposes within […***…] Business Days after each JCC meeting. Minutes will be deemed approved unless one or more members of the JCC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case the Gilead Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JSC JCC for review and approval within […***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***…] Business Days of receiptreceipt of the objection(s). The same review procedures and timelines set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. Minutes will be officially endorsed by the JSC JCC at the next JSC JCC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will JCC shall meet at least once per [***] calendar quarter during the Term unless the Parties mutually agree in writing to a different frequency. No later than […***…] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JCC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JCC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) JCC by providing at least […***…] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC JCC and the Alliance Managers of both Parties each Party to provide the members of the JSC JCC no later than […***…] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JCC consideration. The JCC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will calendar year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JCC meetings will be held at locations alternately selected by Surface Galapagos and by NovartisGilead, with […***…] selecting the location of the first in-person JCC meeting, or at any other location mutually agreed by the members of the JCC. Each Party will shall bear the cost and expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will JCC shall be effective only if at least [***] representative two (2) representatives of each Party (which representative is representatives are not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JCC for review and approval within […***…] Business Days after each JSC JCC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC JCC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JCC for review and approval within […***…] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JCC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.

Meetings. The JSC will meet at least once per shall hold meetings on a [***] basis during the Term term of this Agreement for so long as the JSC exists, unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. No later than [***] Business Days prior to any Either Party may also call a special meeting of the JSC (or in the event such shorter time period as Party reasonably believes that a significant matter must be addressed prior to the Parties may agree)next regularly scheduled meeting and, reasonably in advance of such special meeting, such Party shall provide the JSC with materials adequate to enable an informed discussion. Reasonably in advance of each JSC meeting, the Alliance Managers will (or their designees), on an alternating basis, shall prepare and circulate an agenda for such meeting; provided, however, provided that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, No action taken at a JSC meeting shall be effective unless at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will (or their designees), on an alternating basis, shall be responsible for preparing reasonably detailed written minutes of all each JSC meetings that reflect material decisions made meeting and action items identified at such meetings. The Alliance Managers will shall send draft meeting minutes to each member representative of the JSC for review and approval within review. The Parties shall agree on meeting minutes promptly, but in any event no later than [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] following receipt thereof; provided that, if the Parties cannot agree as to the content of the JSC objects to the accuracy of meeting minutes by such timeframe, such minutes within [***] Business Days shall be finalized to reflect any areas of receiptdisagreement. Minutes will Each Party may invite, in addition to its JSC representatives, any number of employees (including employees of Affiliates) and, with the prior written consent of the other Party, not to be officially endorsed unreasonably withheld, any number of Third Parties, to attend JSC meetings as non-voting participants, provided that, prior to attending such meetings, such Third Party participants shall be bound by the JSC at the next JSC meeting, written obligations of confidentiality and will be signed by the Alliance Managersnon-use consistent with those contained in this Agreement.

Meetings. The JSC will JMC shall meet at least once per [***] Calendar Quarter during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JMC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JMC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) JMC by providing at least [***] Business Days Days’ prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC JMC and the Alliance Managers of both Parties each Party to provide the members of the JSC JMC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JMC consideration. The JMC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will Calendar Year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JMC meetings will be held at locations alternately selected by Surface Arcus and by NovartisGilead, with [***] selecting the location of the first in-person JMC meeting, or at any other location mutually agreed by the members of the JMC. Each Party will shall bear the cost and expense of its respective JSC JMC members’ participation in JSC JMC meetings. Meetings of the JSC will JMC shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC JMC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JMC for review and approval within [***] Business Days after each JSC JMC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC JMC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within [***] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JMC for review and approval within [***] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JMC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.

Meetings. The JSC will JCC shall meet at least once per [***] calendar quarter during the Term unless the Parties mutually agree in writing to a different frequency. No later than […***…] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JCC, the Alliance Managers will Manager of the Party whose representative is the Option, License and Collaboration Agreement chairperson, in collaboration with the chairperson of the JCC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) JCC by providing at least […***…] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC JCC and the Alliance Managers of both Parties each Party to provide the members of the JSC JCC no later than […***…] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JCC consideration. The JCC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will calendar year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JCC meetings will be held at locations alternately selected by Surface Galapagos and by NovartisGilead, with […***…] selecting the location of the first in-person JCC meeting, or at any other location mutually agreed by the members of the JCC. Each Party will shall bear the cost and expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will JCC shall be effective only if at least [***] representative two (2) representatives of each Party (which representative is representatives are not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JCC for review and approval within […***…] Business Days after each JSC JCC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC JCC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JCC for review and approval within […***…] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JCC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.

Meetings. The JSC will meet at least once per [...***...] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [...***...] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, provided however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [...***...] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work ***Confidential Treatment Requested with the chairperson co-chairs of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [...***...] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] Calendar Year will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations in the United States alternately selected by Surface Xencor and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] one representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [...***...] Business Days after each JSC meeting. Such minutes will be deemed approved unless [...***...] members of the JSC objects to the accuracy of such minutes within [...***...] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, including reflecting any differences noted by the Parties, and will be signed by the Alliance Managers.

Meetings. The Parties shall endeavor to have their first meeting of the JSC will meet at least once per within [****] during days after the Term unless establishment of the Parties mutually agree in writing to a different frequency. No JSC; provided that such meeting shall be no later than [****] Business Days prior to any meeting of days after the Effective Date. The JSC shall meet at least [****] per Calendar Quarter during the Term (spaced at regular intervals) unless the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda mutually agrees in writing to a different frequency for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meetingmeetings. Either Party may also call a special meeting of the JSC (by videoconference, teleconference videoconference or in personteleconference) by providing at least [****] Business Days Days’ prior written notice to the other Party if in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meetingmeeting of the JSC, in which event and such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to shall provide the members of the JSC no later than [****] Business Days prior to the special meeting with materials that such Party reasonably believes in good faith are sufficient to enable the JSC members to make an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JSC on less than [****] Business Days’ prior written notice if the Parties, as confirmed in writing by the Alliance Managers, agree that an issue warrants an expedited meeting. No later than [****] Business Days prior to any meeting of the JSC, the Alliance Managers (or their respective designees) shall prepare and circulate an agenda for the such meeting and materials reasonably adequate each Party shall be permitted to enable an informed decision on the matters propose additional topics to be consideredincluded on such agenda. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface Alnylam and by NovartisRoche. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall be effective only if at least [***] representative one (1) member of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers (or their respective designees) will be responsible for preparing reasonably detailed the preparation of written minutes of all JSC meetings that reflect material decisions and actions made and action items identified at such meetings. The Alliance Managers will send (or their respective designees) shall deliver draft meeting minutes to each member of the JSC for their review and approval within [****] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC objects in writing to the accuracy of such minutes within [****] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managersafter receipt thereof.

Meetings. The JSC will shall meet at least once per [***] time per every [***] period during the Term unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. [***] may also call a special meeting of the JSC (by videoconference or teleconference) by at least [***] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agreeother than a special meeting), the Alliance Managers will chairperson of the JSC shall prepare and circulate an agenda for such meeting; provided, however, that either Party [***] may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, provided however, at least one (1) meeting per [***] will shall be in person unless the Parties mutually agree [***] in writing to waive such requirementrequirement in lieu of a videoconference or teleconference. In-person JSC meetings will shall be held at locations alternately selected by Surface MTI and by NovartisLicensee. Each Party will shall bear the expense of its respective JSC members’ participation in JSC meetings. Meetings The chairperson of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will shall be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will MTI shall prepare and send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will shall be deemed Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. approved unless [***] of the JSC objects provides amendments or edits to the accuracy of such minutes within [***] Business Days of receipt. Minutes Each Party may bring one or more additional participants to any meeting (e.g., individuals with expertise in relevant technical or regulatory issues), provided (A) such additional participant is bound by confidentiality obligations at least as restrictive as those contemplated under this Agreement and (B) such additional participants will be officially endorsed by not have a vote in any matters before the JSC at the next JSC meeting, and will be signed by the Alliance ManagersJSC.

Meetings. The JSC will shall meet at least once one (1) time per [***] during the Term Calendar Quarter, unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings or no further development is contemplated. Either Party may also call a special meeting of the JSC (by videoconference or teleconference) by at least [***] Business Days’ (or fewer, if the Parties agree) prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JSC, no later than [***] Business Days prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairperson of the JSC shall prepare and circulate an agenda for such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless as the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartisagree. Each Party will shall bear the expense of its respective JSC members’ participation in JSC meetings. A reasonable number of additional representatives of a Party may attend meetings of the JSC in a non-voting capacity, provided that such additional members are bound in writing by obligations of confidentiality at least as restrictive as those contained in this Agreement. Meetings of the JSC will be are effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will be chairperson of the JSC is responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, all material decisions made and action items identified at such meetings. The Alliance Managers will JSC chairperson shall send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC objects object to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will shall meet at least once per [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to or as otherwise agreed by the other Party if Parties, and such Party reasonably believes meetings may be conducted by telephone, videoconference or in person as determined by the co-chairs; provided, however, that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson upon mutual agreement of the Parties, JSC discussion and decisions can be communicated electronically provided that such discussion and decisions are summarized by the Alliance Managers and treated for all purposes as minutes of both Parties to provide the members a meeting of the JSC JSC. The first meeting shall be no later than [***] Business Days prior to after the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be consideredEffective Date. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will co-chairs shall be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC responsible for calling meetings will be held at locations alternately selected by Surface and by Novartison reasonable prior notice. Each Party will bear shall use Commercially Reasonable Efforts to make all proposals for agenda items and to provide all appropriate information with respect to such proposed items reasonably in advance of the expense of its respective applicable meeting. The Alliance Managers may suggest topics for the agenda for JSC members’ participation in meetings by forwarding such topics and relevant information to the JSC meetingschairpersons. Meetings Each Party may also call for special meetings of the JSC will be effective only if with reasonable prior written notice (it being agreed that at least [***] representative shall constitute reasonable notice) to resolve particular matters requested by such Party and within the decision-making responsibility of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meetingthe JSC. The Alliance Managers will be responsible for preparing reasonably detailed written minutes Each co-chair shall ensure that its JSC members receive adequate notice of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting responsibility for preparing the minutes to each member of meetings of the JSC will alternate between the Alliance Managers (or their designees) on a meeting-by-meeting basis. The Alliance Manager responsible for review and approval the minutes for a particular meeting will circulate, within [***] Business Days after each following the applicable meeting, to the other Alliance Manager and the members of the JSC meetingdraft minutes for review and approval by the JSC, which minutes will set forth, among other things, a description, in appropriate detail, of any actions, decisions or determinations approved by the JSC. Such minutes will be deemed approved unless effective upon approval by the JSC, with each Party’s representatives on the JSC collectively having [***] vote. If the minutes of any meeting of the JSC objects to are not approved by the accuracy of such minutes JSC within [***] Business Days of receipt. Minutes will be officially endorsed by following the JSC at the next JSC applicable meeting, the Party objecting to approval of such minutes will append to the proposed minutes a notice of objection with details regarding such Party’s objections, and such proposed minutes will become final. Each Party shall be signed by the Alliance Managers.responsible for all of its own expenses incurred in connection with participating in all such meetings. Amgen Contract No. [***]

Meetings. The JSC will JCRC shall meet at least once per [***] calendar quarter during the Term unless the Parties mutually agree in writing to a different frequency. No later than […***…] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JCRC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JCRC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) JCRC by providing at least […***…] Business Days prior written notice to the other Party if such Party reasonably believes that a Publication, press release, or other communication or significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC JCRC and the Alliance Managers of both Parties each Party to provide the members of the JSC JCRC no later than […***…] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JCRC consideration. The JCRC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will calendar year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JCRC meetings will be held at locations alternately selected by Surface Galapagos and by NovartisGilead, with […***…] selecting the location of the first in-person JCRC meeting, or at any other location mutually agreed by the members of the JCRC. Each Party will shall bear the cost and expense of its respective JSC JCRC members’ participation in JSC JCRC meetings. Meetings of the JSC will JCRC shall be effective only if at least [***] representative two (2) representatives of each Party (which representative is representatives are not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC JCRC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JCRC for review and approval within […***…] Business Days after each JSC JCRC meeting. Such Option, License and Collaboration Agreement minutes will shall be deemed approved unless [***] one (1) or more members of the JSC JCRC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JCRC for review and approval within […***…] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JCRC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers. The JCRC may establish ad hoc procedures for approval of Publications outside of the JCRC meetings.

Meetings. The JSC will During the period prior to [*], the JDC shall meet at least once [*] per [***] during the Term ], spaced at regular intervals unless the Parties mutually agree in writing to a different frequency. Thereafter, the JDC shall meet at least [*] per [*], spaced at regular intervals unless the Parties mutually agree in writing to a different frequency. Following the Initial Approval Date, either Party may also call a special meeting of the JDC (by videoconference or teleconference) by at least [*] Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. scheduled meeting, and such Party shall provide the JDC no later than [*] Business Days prior to the special meeting with materials reasonably adequate to enable an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JDC with less than then [*] Business Days notice if the Parties agree that an issue warrants an expedited meeting. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JDC, the Alliance Managers will chairperson of the JDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC JDC may meet in person, or at the request of either Party, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations in the U.S. alternately selected by Surface Medivation and by NovartisPartner. Each Party shall report to the JDC on all material issues relating to the Development of Products for and in the Territory at the JDC meeting occurring after such issues arise. Each Party will bear the expense of its respective JSC JDC members’ participation in JSC JDC meetings. Meetings of the JSC will JDC shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will chairperson of the JDC shall be responsible for preparing keeping reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will JDC chairperson shall send draft meeting minutes to each member of the JSC JDC for review and approval within [***] Business Days after each JSC JDC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JDC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. From time to time, the JSC may establish working groups or subcommittees of the JSC (“Subcommittees”) as it deems necessary to oversee particular activities or otherwise achieve the objectives and intent of this Agreement in addition to the Subcommittees of the JSC that are the JDC, JPC and JRC (which have been set out in this Agreement), and such Subcommittees will be constituted and have such responsibility, and be subject to such procedures, as the JSC approves. The JSC JDC, JPC and JRC will meet as necessary to carry out their respective duties, but at least once per [***] Calendar Quarter during the Term their respective tenure, unless the Parties mutually agree otherwise agreed by its members. The meetings may occur in writing to a different frequencyperson or via teleconference or videoconference. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)For in person meetings, the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course location ‑26‑ of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC Subcommittee meetings will be held at locations alternately selected alternate between a location designated by Surface GSK and a location designated by NovartisWave. Each Party will bear the expense of be responsible for its respective JSC members’ participation own expenses in JSC attending such meetings. Meetings of the JSC each such Subcommittee will be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. As appropriate, the Parties may invite, on written confirmation by email to the other Party, a reasonable number of its employees that are needed for the specific discussion, and external consultants and scientific advisors only upon notice and written approval of the other Party, to attend its meetings as non-voting observers; provided that such invitees are bound by appropriate confidentiality and non-use obligations substantially similar to the ones set forth in this Agreement. The Alliance Managers will be responsible for preparing agendas and, after each meeting of each such Subcommittee, preparing reasonably detailed written minutes of all JSC meetings (in English) that reflect material decisions recommendations made and action items identified at all such meetings. The Alliance Managers Minutes will send draft meeting minutes to each member of the JSC be circulated via e-mail for review and approval of each such Subcommittee within [***] Business Days after each JSC meeting. Such Approval of Subcommittee meeting minutes will be deemed approved unless [***] documented in the minutes of the JSC objects to the accuracy next meeting of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersSubcommittee.

Meetings. The JSC JDC shall meet as deemed necessary by the members of the JDC. The JDC may meet in person or by means of telecommunication (telephone, video, or web conferences). The location of in-person JDC meetings will meet at least once per be mutually agreed by the Parties in good faith. Each party shall be responsible for all of its own expenses of participating in JDC meetings. Portions herein identified by [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior have been omitted pursuant to any meeting a request for confidential treatment under Rule 24b-2 of the JSC Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Confidential (d)Minutes. Ziopharm shall be responsible for preparing definitive minutes of each JDC meeting. The chairperson shall circulate a draft of the minutes of each meeting to all members of the JDC for comments within 30 days after such meeting. Such minutes shall provide a description, in reasonable detail, of the discussions at the meeting and shall document all actions and determinations approved by the JDC at such meeting. Without limiting the generality of the foregoing, any amendment or such shorter time period as update to the Parties may agreeGorilla Development Plan that is approved at a JDC meeting (including the Gorilla Development Budget therein and, if applicable the Gorilla Agreed Budget), and any pre-clinical or clinical study protocol or any amendment thereto that is approved at a JDC meeting shall be attached to the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course minutes of such meeting. Either Party may also call a special meeting of The Parties shall promptly discuss any comments on such minutes and finalize the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC minutes no later than [***] Business Days prior the date of the next JDC meeting. (e)Decision-Making. Subject to Section 5.2(c) and Section 5.3(f) the special meeting decisions of the JDC shall be made by unanimous vote, with an agenda for the meeting and materials reasonably adequate to enable an informed decision each party’s representatives on the matters to JDC collectively having one vote. No vote of the JDC may be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, taken unless at least one (1) meeting per [***] will be in person unless of each party’s representatives is present for the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartisvote. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will party shall be responsible for preparing ensuring that, at all times, its representatives on the JDC act reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetingsin good faith in carrying out their respective responsibilities hereunder. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.(f)

Meetings. The During the Term, the JSC will meet at least once per [***] during unless otherwise agreed to by the Term unless the Parties mutually agree in writing to a different frequencyJSC. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will jointly prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, in which event such Party will work with the chairperson Chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person [***] unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected mutually agreed upon by Surface Licensor and by NovartisEQRx. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersChairperson.

Meetings. The JSC Business meetings of the PPG will meet be arranged to take place at least once per [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare quarterly and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings usually will be held at locations alternately selected by Surface the Practice’s premises. At the meeting when this (or a modified) form of ‘Constitution and by NovartisTerms of Reference’ is first adopted, the meeting will also approve the appointments of the Chairperson and Secretary of MVPPG. Each Party Both appointments will bear be for whatever period is agreed, but appointees will be eligible for re-appointment. A senior member of the expense Practice will attend each meeting. A meeting will be quorate when at least 5 members, excluding Practice-staff attendees, are present. If the Chairperson is absent from any meeting, the members present will elect a temporary chairperson to assume the position for that meeting only. If the Secretary is prevented from attending a meeting, the members present will seek a replacement from those present, who will act as secretary for that meeting only. Members should make every effort to attend meetings on a regular basis. A member (but not a new member who has not attended previously) who cannot attend a meeting should submit their apology to the Secretary, in advance of its respective JSC members’ participation in JSC the meeting. All Practice staff will be entitled to attend meetings. Meetings All efforts will be made to ensure that the agenda of each meeting will be issued via the Practice Manager, 7 days before the meeting, by email, post, or whatever other means might be agreed with the individuals concerned – its contents having been pre-agreed by the Chairperson of the JSC will PPG and the Practice Manager. Items for inclusion in the agenda of a meeting should be effective only if submitted to the Practice Manager at least [***] representative 10 days before the meeting, in order that they can be included in the agenda of the meeting and enable its timely issue. At the end of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting, the Chairperson will summarise any action points that have been agreed, and will remind the member/s responsible for taking those actions. The Alliance Managers Secretary will be responsible for preparing reasonably detailed written taking minutes of all JSC meetings that reflect material decisions made and action items identified for arranging issue of them, via the Practice Manager, by email, post, or whatever other means might be agreed with individuals - and for dealing with any correspondence, unless otherwise agreed. The Secretary will aim to produce minutes and arrange for them to be issued within 10 days following a meeting. All attendees should conduct themselves in a courteous and professional manner at such meetings. The Alliance Managers Any member who is disruptive, or is not co-operative, may be asked to leave by the Chairperson, after consultation with the members present. A member should seek to address a meeting via the ‘Chair’, to ensure that meetings are disciplined and that any less confident members are not inhibited from speaking. Members will send draft meeting minutes treat items discussed as confidential, where appropriate. Terms of Reference To receive all relevant information from the Practice and to each member contribute to the Practice’s decision making process in regard to the provision and development of services offered by the Practice. To be represented by nominated members, at meetings with nominated Practice staff/Partners, as appropriate, to discuss specific projects/issues that arise from PPG meetings. To receive from/via the Practice, details of actions and policies proposed by the local Clinical Commissioning Group, and to make representations to that group, with a view to influencing its decisions. To discuss relevant problems/ issues which arise in the Practice and in the local community. To conduct and/or assist the Practice in conducting surveys of patients - thereby enabling patients to comment on the Practice’s performance and to suggest changes – and to review patients’ responses. To assist the Practice in producing action plans arising from patient surveys. To communicate information received, concerning patients’ needs, concerns and interests, to the Practice and to any other relevant bodies. To provide input to publications proposed by the Practice, to ensure clear, plain language presentation for the benefit of patients, as may be deemed necessary. To provide links with appropriate support groups, for the benefit of patients with particular needs. To provide a forum enabling the exchange of information on medical and health issues, to promote health education and, where appropriate, to influence local health-care issues. To influence the provision of local secondary health and social care, and act as patient representatives when appropriate. To liaise with other PPGs, to share best practice and ideas, for the benefit of patients and staff of the JSC Practice. To nominate representatives to attend relevant external meetings, such as meetings of other PPGs, the National Association for review Patient Participation Annual Conference etc. To co-operate with the Practice in seeking to ensure that membership of MVPPG represents, as far as is achievable, a cross-section of the Practice’s patients, as to age, gender, social and approval within [***] Business Days after each JSC meetingethnic background and ability. To appoint sub-committees as necessary and as appropriate to consider particular matters that may require attention. Such minutes sub-committees will be deemed approved unless [***] generally report their proposals to a meeting of the JSC objects to PPG for discussion and approval. However, where prompt action is required, the accuracy Chairperson may authorise consultation with the membership of such minutes within [***] Business Days the PPG via e-mail or post. To review this form of receipt. Minutes will be officially endorsed by the JSC ‘Constitution and Terms of Reference’, at the next JSC meeting, and will be signed by the Alliance Managersleast annually.

Meetings. The JSC will meet at least once per [***] during the Term unless the Parties mutually agree in writing shall endeavor to a different frequency. No later than [***] Business Days prior to any have their first meeting of the JSC within thirty (or such shorter time period as 30) days after the Parties may agree)formation thereof. Thereafter, the Alliance Managers will prepare and circulate an agenda JSC shall meet in accordance with a schedule established by the JSC, but no less frequently than [ * ] times per Calendar Year, unless the JSC determines a different frequency, with the location for such meeting; provided, however, that either Party may propose additional topics meetings to be included on such agendadetermined by the JSC. The JSC may meet in person, either prior to or in alternatively, the course JSC may meet by means of such meetingteleconference, videoconference or other similar communications equipment. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] ten (10) Business Days Days’ prior written notice to the other Party if in the event such requesting Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event and such requesting Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to shall provide the members of the JSC no later than [***] five (5) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The relevant matter; provided that for time sensitive matters, a Party may call a special meeting of the JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***and provide relevant materials with less than [ * ] will be in person unless Business Days’ notice if the Parties mutually agree in writing that an issue warrants an expedited meeting. No later than [ * ] Business Days prior to waive any meeting of the JSC (other than a special meeting as described above), the designated co-chairperson of the JSC shall prepare and circulate an agenda for such requirement. In-person JSC meetings will meeting to all members of the JSC; provided, however, that either Party shall be held free to include additional topics on such agenda, either prior to or, if representatives of each Party are present at locations alternately selected by Surface and by Novartisa meeting, during the course of such meeting. Each Party will shall bear its own costs and expenses related to the expense attendance of such meetings by its respective JSC members’ participation in JSC meetingsrepresentatives. Meetings The designated co-chairperson of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect reflect, without limitation, material decisions made and action items identified at such meetings. The Alliance Managers will designated JSC co-chairperson shall send draft meeting minutes to each member of the JSC for review and approval within [***[ * ] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC objects to the accuracy of such minutes within [***[ * ] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.3.3

Meetings. The Until the third anniversary of the First Commercial Sale of the first Product in the MTPC Territory, the JSC (or any sub-committee, excluding the JDC) will meet at least once hold meetings no less frequently than twice per [***] Calendar Year during the Term unless otherwise agreed by the Parties mutually agree Parties. Until the third anniversary of the First Commercial Sale of the first Product in writing to a different frequencythe MTPC Territory, the JDC will hold meetings no less frequently than four times per Calendar Year during the Term unless otherwise agreed by the Parties. No later Thereafter, the JSC (or any sub-committee, including the JDC) will hold meetings no less frequently than [***] Business Days prior to any meeting once per Calendar Year. Meetings of the JSC (or any sub-committee, including the JDC) shall be effective only if at least one (1) representative of each Party is present or participating. The JSC (or any sub-committee, including the JDC) may meet either (a) in person at either Party’s facilities or at such shorter time period locations as the Parties may otherwise agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in personb) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes audio or video teleconference, provided that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will Calendar Year shall be held in person unless with the Parties mutually agree in writing location to waive alternate between ADCT’s and MTPC’s offices, with the first such requirement. In-person JSC meetings will meeting to be held at locations alternately selected by Surface ADCT’s offices. With the prior consent of the other Party’s representatives (such consent not to be unreasonably withheld or delayed), each Party may invite non-members to participate in the discussions and by Novartismeetings of the JSC, provided that such participants shall have no vote and shall be subject to the confidentiality provisions set forth in ARTICLE 10. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings Additional meetings of the JSC (or any sub-committee, including the JDC) may also be held with mutual agreement of the Parties, or as required under this Agreement, and neither Party will be effective only if at least [***] representative of each Party (which representative is not unreasonably withhold, delay or condition its consent to hold such Party’s Alliance Manager) is present or participating in such an additional meeting. The Alliance Managers Liaisons for the JSC (or Chairpersons or their designees in case of sub-committees) will be responsible for preparing jointly prepare reasonably detailed written draft minutes of that reflect, without limitation, all JSC meetings that reflect material discussions, proposals, responses and decisions made and action items identified at such meetings. The Alliance Managers will send draft Chairperson of each committee meeting or his or her delegate shall (i) circulate meeting minutes to each member of the JSC for review and approval within [***] ten (10) Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects committee meeting to the accuracy each committee member for review and (ii) facilitate review of such meeting minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managerscommittee members for approval in a timely manner.

Meetings. The During the Term, the JSC will meet at least once per [***] during unless otherwise agreed to by the Term unless the Parties mutually agree in writing to a different frequencyJSC. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will jointly prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson chairpersons of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected mutually agreed upon by Surface Hansoh and by NovartisEQRx. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if each Party’s Alliance Manager and at least [***] representative of JSC members from each Party (of which representative is not [***] such member may be such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member the respective co-chairpersons of the JSC for each Party for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managersboth chairpersons.

Meetings. The JSC will JTT shall meet (by videoconference, teleconference, or in person) with such meeting frequency as agreed by the JTT. Either Party’s representatives on the JTT may also call a meeting of the JTT (by videoconference, teleconference, or in person) by providing at least once per […***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***…] Business Days prior written notice to the other Party’s representatives. Prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JTT, the Alliance Managers will chairperson of the JTT shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party The Parties may also call a special meeting of mutually agree to additional meetings on shorter or longer notice in the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes event that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be consideredarise requiring JTT consideration. The JSC JTT may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC JTT members’ participation in JSC JTT meetings. Meetings of the JSC will JTT shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will Manager of […***…] shall be responsible for preparing reasonably detailed written minutes of all JSC JTT meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JTT for review and approval within […***…] Business Days after each JSC JTT meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC JTT objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JTT for review and approval within […***…] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. Minutes will be officially endorsed by the JSC JTT at the next JSC JTT meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will JCC shall meet at least once per [***] Calendar Quarter during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JCC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JCC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) JCC by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC JCC and the Alliance Managers of both Parties each Party to provide the members of the JSC JCC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JCC consideration. The JCC may meet in in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will Calendar Year shall be in in-person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JCC meetings will be held at locations alternately selected by Surface Arcus and by NovartisGilead, with [***] selecting the location of the first in-person JCC meeting, or at any other location mutually agreed by the members of the JCC. Each Party will shall bear the cost and expense of its respective JSC JCC members’ participation in JSC JCC meetings. Meetings of the JSC will JCC shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC JCC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JCC for review and approval within [***] Business Days after each JSC JCC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC JCC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within [***] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JCC for review and approval within [***] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JCC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.

Meetings. The JSC will JRC shall meet at least once twice per [***] Calendar Year during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JRC, the Alliance Managers will Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JRC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) JRC by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC JRC and the Alliance Managers of both Parties each Party to provide the members of the JSC JRC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JRC consideration. The JRC may meet in in-person, by videoconference or by teleconference. Notwithstanding Meetings of the foregoing, JRC shall be effective only if at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is are present or participating in such meeting. The Alliance Managers will Manager of the Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC JRC meetings that reflect material decisions made and action items identified at such meetings. The Such Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC JRC for review and approval within [***] Business Days after each JSC JRC meeting. Such minutes will shall be deemed approved unless [***] one (1) or more members of the JSC JRC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within [***] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JRC for review and approval within [***] Business Days of receipt of the objection(s). Minutes will be officially endorsed The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC at JRC, the next JSC meeting, and will minutes shall be promptly signed by the Alliance Managers.

Meetings. The JSC will JDC shall meet at least once per [***] during the Term per calendar quarter, spaced at regular intervals unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JDC, the Alliance Managers will chairperson of the JDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Following the Initial Approval Date, either Party may also call a special meeting of the JSC JDC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC and the Alliance Managers of both Parties JDC to provide the members of the JSC JDC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC JDC may meet in person, or at the request of either Party, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations in the U.S. alternately selected by Surface Medivation and by NovartisAstellas or at any other location mutually agreed by the members of the JDC. Each Party will bear shall report to the expense JDC on all material issues relating to the Development of its respective JSC members’ participation Products for and in JSC meetingsthe Territory promptly after such issues arise. Meetings of the JSC will be effective only if at least [***] representative of after each Party (which representative is not such Party’s Alliance Manager) is present or participating in such JDC meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JDC objects to the accuracy of such minutes within ten [**], the Parties shall establish a committee to oversee Manufacturing of clinical and commercial supplies of Products (the “JMC”). Each Party shall initially appoint [*] Business Days representatives to the JMC, with each representative having knowledge and expertise in the manufacturing of receiptproducts similar to the Products and having sufficient seniority within the applicable Party to make decisions arising with the scope of the JMC’s responsibilities. Minutes will The JMC may change its size from time to time by mutual consent of its members, provided that the JMC shall consist at all times of an equal number of representatives of each of Medivation and Astellas. Each Party may replace its JMC representatives at any time upon written notice to the other Party. The JMC may invite non-members to participate in the discussions and meetings of the JMC, provided that such participants shall have no voting authority at the JMC. The JMC shall have a chairperson, who shall be officially endorsed selected by Astellas. The role of the chairperson shall be to convene and preside at meetings of the JMC and to ensure the preparation of minutes, but the chairperson shall have no additional powers or rights beyond those held by the JSC at the next JSC meeting, and will be signed by the Alliance Managersother JMC representatives.

Meetings. The JSC will JDC shall meet at least once per [***] during the Term ], unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JDC, the Alliance Managers will chairperson of the JDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JDC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC and the Alliance Managers of both Parties JDC to provide the members of the JSC JDC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC JDC may meet in person, or at the request of either Party, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will shall be held at locations alternately selected by Surface BPM and by NovartisRoche or at any other location mutually agreed by the members of the JDC. Each Party will shall report to the JDC on all material issues relating to the Development of Licensed Products for and in the Territory promptly after such issues arise. Each Party shall bear the expense of its respective JSC JDC members’ participation in JSC JDC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will chairperson shall be responsible for preparing reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will JDC chairperson shall send draft meeting minutes to each member of the JSC JDC for review and approval within [***] Business Days after each JSC JDC meeting. Such Approved minutes will shall be deemed approved unless [***] of the JSC objects distributed to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed JDC by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersJDC chairperson.

Meetings. The JSC will meet and each JSC subcommittee shall hold meetings at least such times as it elects to do so, but in no event shall such meetings be held less frequently than once per every [***] during for the Term unless the Parties mutually agree in writing to a different frequency. No later JSC and not less frequently than every [***] Business Days prior to any meeting of for the JSC subcommittees (or at such shorter time period other frequency as the Parties may agreeJSC or relevant JSC subcommittee shall determine). In order to bring all issues up-to-date, the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special every other JSC subcommittee meeting of the JSC (by videoconference, teleconference or in person) by providing shall thereby take place at least [***] Business Days prior written notice before the next JSC meeting and the relevant subcommittee shall inform the JSC about any recommendations as well as refer unresolved matters to the JSC meeting. The JSC and the JSC subcommittees shall meet alternately at BASILEA’s facilities in Switzerland, and ASTELLAS’ facilities or at such other locations as the Parties may agree. Other employees of each Party if involved in the Development, Manufacturing, Commercialization or Regulatory Approval of the Product may attend meetings of the JSC or the JSC subcommittees (as non-voting participants, unless they are members of the relevant group), as needed, and consultants, representatives, or advisors involved in the Development, Manufacture, Commercialization or Regulatory Approval of the Product may attend meetings of each of the JSC and JSC subcommittees as non-voting observers; provided that such Third Party reasonably believes that a significant matter must be addressed prior representatives are under obligations of confidentiality and non use applicable to the next scheduled meetingConfidential Information of each Party and subject to consent of the other Party, which shall not be unreasonably withheld. Each Party shall be responsible for all of its own expenses of participating in which event such Party will work with the chairperson JSC or the JSC subcommittees. Meetings of the JSC and the Alliance Managers JSC subcommittees may be held by audio or video teleconference with the consent of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, each Party; provided that at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects and each JSC subcommittee shall be held in person. Each Party has the right to request meetings if deemed necessary according to the accuracy requesting Party. No action taken at any meeting of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will shall be signed by the Alliance Managerseffective unless a representative of each Party is present or participating.

Meetings. The JSC will JMC shall meet at least once [*] per [***] during the Term ], spaced at regular intervals unless the Parties mutually agree in writing to a different frequency. Either Party may also call a special meeting of the JMC (by videoconference or teleconference) by at least [*] Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, and such Party shall provide the JMC no later than [*] Business Days prior to the special meeting with materials reasonably adequate to enable an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JMC with less than then [*] Business Days notice if the Parties agree that an issue warrants an expedited meeting. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JMC, the Alliance Managers will chairperson of the JMC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC JMC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding In-person JMC meetings will be held at locations in the foregoing, U.S. alternately selected by Medivation and by Partner. Meetings of the JMC shall be effective only if at least one (1) meeting per [***] will be representative of each Party is present or participating in person unless such meeting. Each Party shall report to the Parties mutually agree in writing JMC on all material issues relating to waive the manufacturing of Products promptly after such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartisissues arise. Each Party will bear the expense of its respective JSC JMC members’ participation in JSC JMC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JMC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will JMC chairperson shall send draft meeting minutes to each member of the JSC JMC for review and approval within [***] Business Days after each JSC JMC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JMC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and will be signed by the Alliance ManagersMARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Meetings. The Unless otherwise agreed between the Parties, the JSC will shall meet in person or via teleconference or video link at least once per quarterly until all payments under Section 6.2 have been paid and thereafter at least annually, on such dates and at such times and places as agreed to by the JSC representatives. The first JSC meeting shall be held within [***] during days of the Term Effective Date. The JSC shall be disbanded, on Licensee’s election, upon a Change of Control of Licensor, provided that, if Licensor is performing Licensor Development Activities at such time, the JSC will be disbanded after the completion of such activities unless Licensee instructs Licensor to terminate such activities early, in which case, Licensor, at Licensee’s cost, shall promptly handover responsibility for, sponsorship of (to the Parties mutually agree extent relevant) and the conduct of the same to Licensee (or its nominated Affiliate or Third Party) in writing a smooth, efficient and timely manner. Each Party’s advisors may be permitted to a different frequencyattend meetings of the JSC as the JSC determines as non-voting representatives of such Party, subject to such advisors agreeing to keep confidential the subject matter of, and any Confidential Information disclosed by the other Party at, such meeting. No later than Each Party shall be responsible for its own expenses for participating in the JSC. Meetings of the JSC shall be effective only if at least [***] Business Days prior to any meeting of the each Party is present or participating. The JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party chairperson may also call a special meeting of the JSC (by videoconference, in person or via teleconference or in personvideo link) by providing at least [***] Business Days prior written notice to if the other Party if such Party JSC chairperson reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson meeting of the JSC. The JSC chairperson shall be responsible for (a) preparing and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with circulating an agenda for the each meeting, and (b) appointing a secretary for such meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least from one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative attendees of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will meeting who shall be responsible for preparing reasonably detailed written the preparation and circulation of minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft the meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects , and endeavoring to the accuracy of finalize such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next days after each JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC Each JCC will meet at least once per [***] during times per Calendar Year, together with the Term applicable Joint Medical Affairs Subcommittee, unless the Parties mutually agree in writing to a different frequency. Each JCC may meet in person, by videoconference, or by teleconference, provided that at least [**] of each JCC per Calendar Year will be in person unless the Parties otherwise mutually agree. In-person JCC meetings will be held at locations in Massachusetts alternately selected by Sage and by Biogen, or at any other location agreed by the members of the respective applicable JCC. Meetings of each JCC will be effective only if a quorum is present, which quorum will require the presence of at least one (1) representative of each Party. Each Party will bear the expense of its respective JCC members’ participation in JCC meetings. No later than [**] prior to the first meeting of the respective applicable JCC in the 2020 stub-Calendar Year and in each Calendar Year thereafter while such JCC exists, the co-chairpersons for such JCC will prepare a communication plan setting forth a schedule of the dates of each meeting for such JCC for that Calendar Year (a “JCC Communication Plan”). No later than [**] Business Days prior to any meeting of the JSC respective applicable JCC (or such shorter time period as the Parties may agree), the co-chairpersons of such JCC will work with the Alliance Managers will to prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to may be included on such agenda, either prior to or in the course meeting, and the Party proposing an item will provide materials to the representatives of such meetingJCC no later than [**] prior to the JCC meeting to support discussion. Either Party A JCC co-chairperson may also call a special meeting of the JSC its JCC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party JCC co-chairperson reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party JCC co-chairperson will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of such JCC, promptly after the JSC no later than [***] Business Days prior decision is made to the hold such special meeting JCC meeting, with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. Inco-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense chairpersons of its their respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers applicable JCC will be responsible for preparing reasonably detailed written minutes of all JSC meetings of such JCC that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval meetings within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] such meeting of the JSC objects such JCC, and endeavor to the accuracy of finalize such minutes within [***] Business Days after each meeting of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managerssuch JCC.

Meetings. The JSC will Following its inception, the JCC shall meet at least once one (1) time per [***] during the Term Calendar Quarter, spaced at regular intervals unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JCC (by videoconference, teleconference videoconference or in personteleconference) by providing at least [***] ten (10) Business Days prior written notice to the other Party if in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event and such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to shall provide the members of the JSC JCC no later than [***] ten (10) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision decision; provided, however, that where a special meeting is called for on shorter notice with regard to a matter that does not admit delay, such notice and such materials shall be provided as early as possible in advance of such meeting. No later than ten (10) Business Days (or such shorter period as may be necessary in the matters event of a special meeting called for on shorter notice in accordance with the foregoing) prior to any meeting of the JCC, the secretariats shall jointly prepare and circulate an agenda for such meeting; provided, however, that either Party shall be free to propose additional topics to be consideredincluded on such agenda, either prior to or, subject to the consent of the other Party, in the course of such meeting. The JSC JCC may meet in person, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JCC meetings will be held at locations alternately selected and hosted by Surface FibroGen and by NovartisAstraZeneca. Meetings of the JCC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party shall report to the JCC on all material issues relating to the Commercialization of Products promptly after such issues arise. The host Party shall be responsible for the costs and expenses of the JCC meeting hosted, provided that each Party will bear the expense of its respective JSC JCC members’ and other attendees’ participation in JSC JCC meetings, including travel costs. Meetings The secretariat of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.host

Meetings. The JSC will meet shall hold meetings at least once per [***] (3) three times each calendar year during the Term for so long as the JSC exists, unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. No later than [***] Business Days The Subcommittees shall meet at such times as are agreed by the Parties. Either Party may also call a special meeting of any Committee in the event such Party reasonably believes that a significant matter must be addressed prior to any the next regularly scheduled meeting and, reasonably in advance of such special meeting, such Party shall provide the JSC (or such shorter time period as the Parties may agree)applicable Committee with materials adequate to enable an informed discussion. Reasonably in advance of each Committee meeting, the Alliance Managers will (or their designees), on an alternating basis, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC Each Committee may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, No action taken at a Committee meeting shall be effective unless at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will (or their designees), on an alternating basis, shall be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made each Committee meeting and action items identified at such meetings. The Alliance Managers will shall send draft meeting minutes to each member representative of the JSC applicable Committee for review and approval within [***] Business Days after each JSC meetingreview. Such The Parties shall agree on meeting minutes will be deemed approved unless [***] promptly, but in any event no later than twenty (20) days following receipt thereof; provided that, if the Parties cannot agree as to the content of the JSC objects to the accuracy of meeting minutes by such timeframe, such minutes within [***] Business Days shall be finalized to reflect any areas of receiptdisagreement. Minutes will Each Party may invite, in addition to its Committee representatives, any number of employees (including employees of Affiliates) and, with the prior written consent of the other Party, not to be officially endorsed unreasonably withheld, any number of Third Parties, to attend Committee meetings as non-voting participants, provided that, prior to attending such meetings, such Third Party participants shall be bound by the JSC at the next JSC meeting, written obligations of confidentiality and will be signed by the Alliance Managersnon-use consistent with those contained in this Agreement.

Meetings. The JSC will Following its inception, the JDC shall meet at least once one (1) time per [***] during the Term Calendar Quarter (or more frequently when necessary), spaced at regular intervals, unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JDC (by videoconference, teleconference videoconference or in personteleconference) by providing at least [***] ten (10) Business Days prior written notice to the other Party if in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event and such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to shall provide the members of the JSC JDC no later than [***] ten (10) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision decision; provided, however, that where a special meeting is called for on shorter notice with regard to a matter that does not admit delay, such notice and such materials shall be provided as early as possible in advance of such meeting. No later than ten (10) Business Days (or such shorter period as may be necessary in the matters event of a special meeting called for on shorter notice in accordance with the foregoing) prior to any meeting of the JDC, the secretariats shall jointly prepare and circulate an agenda for such meeting; provided, however, that either Party shall be free to propose additional topics to be consideredincluded on such agenda, either prior to or, subject to the consent of the other Party, in the course of such meeting. The JSC JDC may meet in person, or at the request of either Party, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JDC meetings will be held at locations alternately selected and hosted by Surface XxxxxXxx and by NovartisAstraZeneca. Each Party shall report to the JDC on all material issues relating to the Development of Products for and in the Territory at the JDC meeting occurring after such issues arise. The host Party shall be responsible for the costs and expenses of the JDC meeting hosted, provided that each Party will bear the expense of its respective JSC JDC members’ and other attendees’ participation in JSC JDC meetings, including travel costs. Meetings of the JSC will JDC shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will secretariat of the host Party shall be responsible for preparing keeping reasonably detailed written minutes of all JSC JDC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will secretariat of the host Party shall send draft meeting minutes to the other Party’s secretariat, and each member of the JSC for secretariat shall seek and obtain review and approval of such minutes from its respective Party’s members of the JDC within [***] ten (10) Business Days after each JSC JDC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC JDC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.ten

Meetings. The JSC will shall meet at least once per [***] calendar quarter during the Term unless the Parties mutually agree in writing to a different frequency. No later than […***…] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JSC, the Alliance Managers will chairperson of the JSC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference teleconference, or in person) by providing at least […***…] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than […***…] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JSC consideration. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will calendar year shall be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface Galapagos and by NovartisGilead. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will shall be effective only if at least [***] one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Gilead Alliance Managers Manager will be responsible for preparing reasonably detailed written minutes of all JSC meetings Amended and Restated License and Collaboration Agreement that reflect material decisions made and action items identified at such meetings. The Gilead Alliance Managers will Manager shall send draft meeting minutes to each member of the JSC for review and approval within […***…] Business Days after each JSC meeting. Such minutes will be deemed approved unless [***] one or more members of the JSC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case the Gilead Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JSC for review and approval within […***…] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JSC will Shared Territory JCC shall meet (i) in person for at least one hour once per [***] during the Term unless month or as otherwise agreed by the Parties mutually agree and (ii) by videoconference or by teleconference for at least one hour every second week, or, in writing to a different frequencyeach case, at such other frequency as is agreed by the Parties. No later than […***…] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)Shared Territory JCC, the Alliance Managers will chairperson shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting Meetings of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party Shared Territory JCC shall be effective only if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be representative of each Party is present or participating in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartismeeting. Each Party will bear the expense of its respective JSC Shared Territory JCC members’ participation in JSC Shared Territory JCC meetings. Meetings The chairperson of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers Shared Territory JCC will be responsible for preparing reasonably detailed written minutes of all JSC such meetings that reflect material decisions made summarize the discussions had and action items identified at such meetings. The Alliance Managers will Shared Territory JCC chairperson shall send draft meeting minutes to each member of the JSC Shared Territory JCC for review and approval within […***…] Business Days after each JSC Shared Territory JCC meeting. Such minutes Minutes will be deemed approved unless [***] one or more members of the JSC Shared Territory JCC objects to the accuracy of such minutes within […***…] Business Days of receipt, in which case the Shared Territory JCC chairperson shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the Shared Territory JCC for review and approval within […***…] Business Days of receipt of the objection(s). Minutes will be officially endorsed by The same review procedures and timelines set out in the JSC at the next JSC meeting, and will be signed by the Alliance Managersimmediately preceding sentence shall apply to such revised draft meeting minutes.

Meetings. The JSC will JMAC shall meet at least once per [***] during the Term ], unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JMAC, the Alliance Managers will chairperson of the JMAC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JMAC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC and the Alliance Managers of both Parties JMAC to provide the members of the JSC JMAC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC JMAC may meet in person, or at the request of either Party, by videoconference videoconference, or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC JMAC meetings will be held at locations in the U.S. alternately selected by Surface BMP and by NovartisRoche or at any other location mutually agreed by the members of the JMAC. Each Party shall report to the JMAC on all material issues relating to Medical Affairs Activities with respect to Licensed Products promptly after such issues arise. Each Party will bear the expense of its respective JSC JMAC members’ participation in JSC JMAC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairperson will be responsible for preparing reasonably detailed written minutes of all JSC JMAC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will JMAC chairperson shall send draft meeting minutes to each member of the JSC JMAC for review and approval within [***] Business Days after each JSC JMAC meeting. Such Approved minutes will shall be deemed approved unless [***] of the JSC objects distributed to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed JMAC by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersJMAC chairperson.

Meetings. The JSC will meet at least once per [***] during the Term unless the Parties mutually agree Research Term. The JSC may conduct such meetings by telephone, videoconference, or in writing to a different frequencyperson. No later than [***] Business Days prior to any meeting Each Alliance Manager may call special meetings of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing with at least [***] Business Days prior written notice notice, or a shorter time period in exigent circumstances, to the other Party if resolve particular matters requested by such Party that are within the purview of the JSC, the resolution of which cannot be reasonably believes that a significant matter must be addressed prior to postponed until the next regularly scheduled JSC meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be in person unless the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC will be are effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating participates in such meeting, not including the Alliance Manager. The Each Alliance Managers will Manager shall be permitted to attend meetings of the JSC, and any Working Group, as a non-voting observer. Each Alliance Manager may invite a reasonable number of other participants, in addition to its representatives, to attend JSC meetings in a non‑voting capacity; provided that if either Alliance Manager intends to have any Third Party (including any consultant) attend such a meeting, such Alliance Manager shall provide prior written notice to the other Alliance Manager. Such Alliance Manager shall ensure that each such Third Party is bound by confidentiality and non-use obligations consistent with the terms of this Agreement. Each Party is responsible for preparing reasonably detailed written minutes of its own expenses incurred in connection with participating in and attending all JSC meetings that reflect material decisions made and action items identified at such meetings. The [*] Alliance Managers will Manager or his/her designee shall keep minutes of each JSC meeting that records in writing all decisions made, action items assigned or completed and other appropriate matters. The [*] Alliance Manager shall send draft meeting minutes to each member all members of the JSC promptly after a meeting for review and approval within review. Each JSC member shall have [**] from receipt in which to comment on and to approve the minutes (such approval not to be unreasonably withheld, [*] Business Days after each Certain information in this document has been omitted as the information is not material and would be competitively harmful if publicly disclosed. conditioned or delayed). If a JSC meeting. Such member, within such time period, does not notify the [*] Alliance Manager that s/he does not approve of the minutes, the minutes will shall be deemed to have been approved unless by such member. The Parties acknowledge and agree that, notwithstanding the requirements of this Section 2.6 for the JSC to meet [***] ], the Parties shall communicate and meet (as appropriate, including via the Project Managers) on a more informal basis as needed to discuss the progress of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersResearch Programs.

Meetings. The JSC will JMAC shall meet at least once per [***] during the Term ], unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JMAC, the Alliance Managers will chairpersons of the JMAC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JMAC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson of the JSC and the Alliance Managers of both Parties JMAC to provide the members of the JSC JMAC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considereddecision. The JSC JMAC may meet in person, or at the request of either Party, by videoconference videoconference, or by teleconference. Notwithstanding In-person JMAC meetings will be held at locations in the foregoing, U.S. alternately selected by Arvinas and by Pfizer or at any other location mutually agreed by the members of the JMAC. Meetings of the JMAC shall be effective only if at least one (1) meeting per [***] will be representative of each Party are present or participating in person unless such meeting. Each Party shall report to the Parties mutually agree in writing JMAC on all material issues relating to waive Medical Affairs Activities with respect to Licensed Products promptly after such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartisissues arise. Each Party will bear the expense of its respective JSC JMAC members’ participation in JSC JMAC meetings. Meetings of the JSC will be effective only if at least [***] representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers chairpersons will be responsible for preparing reasonably detailed written minutes of all JSC JMAC meetings that reflect material all decisions made and action items identified at such meetings. The Alliance Managers will JMAC chairpersons shall send draft meeting minutes to each member of the JSC JMAC for review and approval within [***] Business Days after each JSC JMAC meeting. Such Approved minutes will shall be deemed approved unless [***] of the JSC objects distributed to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed JMAC by the JSC at the next JSC meeting, and will be signed by the Alliance ManagersJMAC chairperson.

Meetings. The JSC will meet at least once per [***] during the Term unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to per Calendar Quarter, or at a frequency otherwise agreed by the other Party if Parties. The JSC may conduct such Party reasonably believes meetings by telephone, videoconference, or in person (at a mutually agreed location) as determined by the co-chairpersons; provided, that a significant matter must be addressed prior to the next scheduled meeting, Parties will endeavor meet in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than person for at least [***] Business Days prior to JSC meetings per year until the First Commercial Sale of the Licensed Bispecific, alternating between Amgen’s and Molecular Partners’ respective offices (or at such other location as mutually agreed). Each co-chairperson will ensure that its JSC members receive adequate notice of such meetings. Each Party may call special meeting meetings of the JSC with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be prior written notice, or a shorter time-period in person unless exigent circumstances, to resolve particular matters requested by such Party that are within the Parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Surface and by Novartis. Each Party will bear purview of the expense of its respective JSC members’ participation in JSC meetingsJSC. Meetings of the JSC will be are effective only if at least [***] representative of each Party (which representative is participates in such meeting. As appropriate, and provided that not such less than [***] prior written notice has been given to the other Party, other employees of the Parties may attend JSC meetings as observers. A Party shall not bring a Third Party to a meeting without the other Party’s Alliance Manager) is present prior consent, such consent not to be unreasonably withheld, conditioned, or participating delayed, and any such Third Party that attends a JSC meeting shall be bound by confidentiality and non-use obligations consistent with the terms of this Agreement. Each Party shall use reasonable efforts to make all proposals for agenda items and to provide all appropriate information with respect to such proposed items reasonably in such advance of the applicable meeting. The Alliance Managers will be responsible may suggest topics for preparing reasonably detailed written minutes of all the agenda for JSC meetings that reflect material decisions made by forwarding such topics and action items identified at such meetingsrelevant information to the JSC chairpersons. The Alliance Managers will send draft meeting minutes to each member chairpersons of the JSC shall promptly prepare and circulate for review and approval within [***] Business Days after of the Parties minutes of each JSC meeting. Such The Parties shall agree on the minutes will of each meeting as promptly as practicable following such meeting. Each Party is responsible for its own expenses incurred in connection with participating in and attending all such meetings. Each Party’s representatives and employee observers shall be deemed approved unless [***] of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed bound by the JSC at the next JSC meeting, and will be signed by the Alliance Managersobligations of confidentiality set forth in Article 13.

Meetings. The JSC will JRDT shall meet at least once per [***] monthly during the period of time during which there is a Collaboration Term in effect unless the Parties mutually agree in writing to a different frequencyfrequency for such meetings. No later than [********] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree)JRDT, the Alliance Managers will co -chairpersons of the JRDT shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC JRDT (by videoconference, teleconference or in person) by providing at least [********] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will shall work with the chairperson co-chairpersons of the JSC JRDT and the Alliance Managers Directors of both Parties to provide the members of the JSC JRDT no later than [********] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may It is expected that the JRDT shall meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per [***] will be but may also meet in person unless the Parties mutually agree in writing to waive such requirementperson. In-person JSC JRDT meetings will be held at locations alternately selected by Surface and by NovartisSQZ or Roche, on an alternating basis. Each Party will bear the expense of its respective JSC JRDT members’ and non -JRDT members’ participation in JSC JRDT meetings. Meetings of the JSC will JRDT shall be effective only if at least [********] representative JRDT Member of each Party (which representative is not such Party’s excluding the Alliance ManagerDirector) is present or participating in such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within [***] Business Days after each JSC meetingCertain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such minutes will be deemed approved unless [***] of the JSC objects excluded information is not material and would likely cause competitive harm to the accuracy of such minutes within [***] Business Days of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managersregistrant if publicly disclosed.