Common use of Joint Research Committee Clause in Contracts

Joint Research Committee. (a) Within [***] days after the Effective Date, the Parties shall establish a joint research committee (the “Joint Research Committee” or “JRC”). The JRC shall consist of [***] representatives with voting rights from each of the Parties, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Parties with respect to the Research Plan and each Party’s Research Activities, with each Party having one (1) vote. From time to time, each Party may substitute one (1) or more of its representatives to the JRC on written notice to the other Party. The chair and the co-chair of the JRC shall be one of the Indivior and Addex voting representatives on the JRC, respectively. From time to time, Indivior or Addex may change the representative who will serve as chairperson or co-chair, respectively, upon written notice to the other Party. (b) The JRC shall provide strategic direction for, and monitor, manage, coordinate and oversee the conduct of, the Research Activities by the Parties under the Research Plan. In particular, the JRC shall: (i) serve as a forum for discussing the proposed Research Activities and periodically review the Research Plan, and review and approve amendments thereto; (ii) oversee the Parties’ performance of the Research Plan; (iii) obtain and review each Party’s written reports detailing the progress of its activities under the Research Plan; and (iv) perform such other functions as are set forth herein or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreement. (c) During the Research Term, the JRC shall meet [***], with the location of such meetings alternating between locations designated by Addex and locations designated by Indivior, provided that such meetings may be held via telephone conference upon mutual agreement of the Parties. The chairperson in collaboration with the co-chair of the JRC shall be responsible for calling meetings on no less than [***] days’ notice and the chairperson and co-chair shall collaborate to prepare an agenda for circulation in advance of each such meeting. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items at least [***] days in advance of the applicable meeting; provided, that under exigent circumstances requiring input by the JRC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting. The chairperson and co-chair of the JRC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JRC. (d) The JRC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JRC shall exist whenever there is present at a meeting at least one (1) voting representative appointed by each Party. Representatives of the Parties on the JRC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC may attend meetings of the JRC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JRC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 13. (e) If the JRC cannot, or does not, reach consensus on any matter relating to Research Activities or the Research Plan within [***] days after such dispute or lack of consensus was raised at a JRC meeting, then such dispute shall be escalated to the CEO of each Party, who shall amicably and in good faith attempt to resolve the dispute. The Parties acknowledge that, notwithstanding the creation of the JRC, each Party shall retain the rights, powers and discretion granted to it hereunder. The Parties further acknowledge that the JRC shall not have the power to amend this Agreement and that any amendments to this Agreement shall be subject to Section 14.10. (f) Each Party shall be responsible for all travel and related costs and expenses for its members and other representatives to attend meetings of, and otherwise participate on, the JRC.

Joint Research Committee. (ai) Within [***] days Promptly after the Effective Date, the Parties shall establish a joint research committee the JRC (the “Joint Research Committee” or “JRC”or, if multiple JRCs are to be established, promptly after each Program commences). The JRC shall consist be comprised of [***] three (3) named representatives with voting rights from each of BI and three (3) named representatives of MacroGenics (or such other number as the Parties may agree). As soon as practicable after the establishment of the Parties, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Parties with respect to the Research Plan and each Party’s Research Activities, with each Party having one (1) vote. From time to timeJRC, each Party may substitute one (1) or more of its representatives to the JRC on shall designate by written notice to the other Party. The chair and the co-chair of the JRC shall be one of the Indivior and Addex voting Party its initial representatives on the JRC. Each Party may replace one or more of its representatives, respectivelyin its sole discretion, effective upon notice to the other Party of such change. From These representatives shall have appropriate technical credentials, experience and knowledge, and ongoing familiarity with the relevant Program(s). Either party may, from time to time, Indivior invite additional representatives or Addex may change consultants to attend JRC meetings; provided that at least ten (10) Business Days prior written notice is given of a Party’s intention to invite such other representatives or consultants and providing full details about the representative who will serve name, employer and professional background of such other representatives or consultants, and subject to such representative’s and consultant’s written agreement to comply with confidentiality obligations substantially the same as chairperson or those set forth in ARTICLE VIII. Each Party shall bear its own expenses related to the attendance at JRC meetings by its representatives. The JRC shall be co-chair, respectively, chaired by a representative of each Party. The chairpersons shall set the agendas for the JRC meeting in advance. The JRC shall be disbanded upon written notice to expiration of the other PartyResearch Term. (b) The JRC shall provide strategic direction for, and monitor, manage, coordinate and oversee the conduct of, the Research Activities by the Parties under the Research Plan. In particular, the JRC shall: (i) serve as a forum for discussing the proposed Research Activities and periodically review the Research Plan, and review and approve amendments thereto; (ii) oversee the Parties’ performance of the Research Plan; (iii) obtain and review each Party’s written reports detailing the progress of its activities under the Research Plan; and (iv) perform such other functions as are set forth herein or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreement. (c) During the Research Term, the JRC JRC’s responsibilities shall meet [include: (A) prioritizing research on Collaboration Targets; (B) developing the Research Plan, RTP and any amendments thereto for approval by the JSC; (C) establishing the ***], with * Candidate Criteria for each Program; (D) reviewing and tracking the location exchange and use of such meetings alternating between locations designated by Addex Materials pursuant to Section 3.6; (E) considering and locations designated by Indivior, provided advising on technical issues and issues of priority that such meetings may be held via telephone conference upon mutual agreement arise in the conduct of the Parties. The chairperson relevant Program(s); and (F) considering and acting upon such other matters as specified in collaboration with the co-chair of the JRC shall be responsible for calling meetings on no less than [***] days’ notice and the chairperson and co-chair shall collaborate to prepare an agenda for circulation in advance of each such meeting. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items at least [***] days in advance of the applicable meeting; provided, that under exigent circumstances requiring input by the JRC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting. The chairperson and co-chair of the JRC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JRC. (d) The JRC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JRC shall exist whenever there is present at a meeting at least one (1) voting representative appointed by each Party. Representatives of the Parties on the JRC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC may attend meetings of the JRC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JRC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 13. (e) If the JRC cannot, or does not, reach consensus on any matter relating to Research Activities or the Research Plan within [***] days after such dispute or lack of consensus was raised at a JRC meeting, then such dispute shall be escalated to the CEO of each Party, who shall amicably and in good faith attempt to resolve the dispute. The Parties acknowledge that, notwithstanding the creation of the JRC, each Party shall retain the rights, powers and discretion granted to it hereunder. The Parties further acknowledge that the JRC shall not have the power to amend this Agreement and that any amendments to this Agreement shall be subject to Section 14.10. (f) Each Party shall be responsible for all travel and related costs and expenses for its members and other representatives to attend meetings of, and otherwise participate on, the JRC.

Joint Research Committee. (a) Within [***] days after the Effective Date, the Parties Roche and Anadys shall establish a joint research committee ("JRC") to oversee, review, manage and direct the “Joint Research Committee” or “JRC”)activity under the Plan. The responsibilities of the JRC shall include: (i) monitoring and reporting the progress of the activity of the Project, (ii) revising the Plan as necessary, and (iii) resolving any conflicts between the parties. The JRC shall consist include three (3) representatives of [each party that are selected by that party. Roche representatives can include representatives that are employees of an Affiliate. "Affiliate" means (i) a business entity which owns a controlling interest in Roche, (ii) a business ***] representatives with voting rights from each CONFIDENTIAL TREATMENT REQUESTED entity which is owned by Roche, or (iii) a business entity, the majority ownership of the Parties, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Parties with respect which is common to the Research Plan and each Party’s Research Activities, with each Party having one (1) votemajority ownership of Roche. From time to time, each Party Each party may substitute one (1) or more of replace its representatives to the JRC on written notice to the other Party. The chair and the co-chair of the JRC shall be one of the Indivior and Addex voting representatives on the JRC, respectively. From time to at any time, Indivior or Addex may change the representative who will serve as chairperson or co-chair, respectively, upon written notice to the other Party. party. During the Collaboration Term (b) The JRC shall provide strategic direction foras defined below), and monitor, manage, coordinate and oversee the conduct of, the Research Activities unless otherwise agreed to by the Parties under the Research Plan. In particular, the JRC shall: (i) serve as a forum for discussing the proposed Research Activities and periodically review the Research Plan, and review and approve amendments thereto; (ii) oversee the Parties’ performance of the Research Plan; (iii) obtain and review each Party’s written reports detailing the progress of its activities under the Research Plan; and (iv) perform such other functions as are set forth herein or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreement. (c) During the Research Term, the JRC shall meet [***]at least quarterly, at such locations or by such teleconferencing means as the parties may decide. Each party shall be responsible for all of its expenses associated with attending the location JRC meetings. Anadys shall prepare written minutes of such meetings alternating between locations designated each JRC meeting and shall prepare a written record of all JRC voting and decisions, whether made at a JRC meeting or otherwise. Anadys shall submit the written minutes of each JRC meeting and the written record of all JRC voting and decisions to Roche for review within one (1) week after the JRC meeting, and upon signature by Addex Roche, the minutes and locations designated by Indivior, provided that such meetings may be held via telephone conference upon mutual agreement of the Partieswritten voting and decision record shall become final. The chairperson in collaboration with the co-chair Decisions of the JRC shall be responsible for calling meetings on no less than [***] days’ notice and the chairperson and co-chair shall collaborate to prepare an agenda for circulation in advance of each such meeting. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items at least [***] days in advance of the applicable meeting; provided, that under exigent circumstances requiring input made by the JRC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting. The chairperson and co-chair of the JRC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JRC. (d) The JRC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JRC shall exist whenever there is present at a meeting at least one (1) voting representative appointed by each Party. Representatives of the Parties on the JRC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC shall take action by consensus of the representatives present at a meeting at which a quorum existsunanimous vote, with each Party having a single vote irrespective of vote. If there is a dispute between the number of representatives of such Party in attendance, or parties with respect to a specific matter that cannot be resolved by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC may attend meetings of the JRC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JRC, and (ii) are bound by obligations such matter shall be referred for resolution to an officer of confidentiality and non-disclosure equivalent to those set forth in Article 13. (e) If the JRC cannot, or does not, reach consensus on any matter relating to Research Activities or the Research Plan within [***] days after such dispute or lack of consensus was raised at a JRC meetingeach party, then such dispute if still unresolved, Roche shall be escalated to make the CEO of each Party, who shall amicably and in good faith attempt to resolve the dispute. The Parties acknowledge that, notwithstanding the creation of the JRC, each Party shall retain the rights, powers and discretion granted to it hereunder. The Parties further acknowledge that the JRC shall not have the power to amend this Agreement and that any amendments to this Agreement shall be subject to Section 14.10final decision. (f) Each Party shall be responsible for all travel and related costs and expenses for its members and other representatives to attend meetings of, and otherwise participate on, the JRC.

Joint Research Committee. (a) Within [***] days after As soon as practicable following the Effective Date, the Parties shall parties will establish a joint research committee Joint Research Committee comprised of an equal number of representatives of Monsanto Canada and the Company (the “Joint Research Committee” or “JRC”). The JRC shall consist Each of [***] representatives with voting rights from each of the Parties, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Parties with respect to the Research Plan and each Party’s Research Activities, with each Party having one (1) vote. From time to time, each Party may substitute one (1) or more of its representatives to the JRC on written notice to the other Party. The chair Monsanto Canada and the co-chair of Company (each, a “JRC Party” and collectively, the “JRC shall be one of the Indivior and Addex voting Parties”), may replace its representatives on the JRC, respectively. From JRC at any time to time, Indivior or Addex may change the representative who will serve as chairperson or co-chair, respectively, upon written notice to the other Party. party. The representatives of each JRC Party shall collectively have one (b1) The JRC shall provide strategic direction forvote on all matters to be decided by the JRC, and monitor, manage, coordinate and oversee the conduct of, the Research Activities by the Parties under the Research Plan. In particular, the JRC shall: (i) serve as a forum for discussing the proposed Research Activities and periodically review the Research Plan, and review and approve amendments thereto; (ii) oversee the Parties’ performance of the Research Plan; (iii) obtain and review each Party’s written reports detailing the progress of its activities under the Research Plan; and (iv) perform such other functions as are set forth herein or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreement. (c) During the Research Term, the JRC shall meet [***], with the location of such meetings alternating between locations designated take all actions by Addex and locations designated by Indivior, provided that such meetings may be held via telephone conference upon mutual agreement of the Partiesunanimous vote. The chairperson in collaboration with the co-chair JRC will meet no less frequently than once each calendar quarter. Meetings of the JRC shall will be effective only if at least one (1) representative of each JRC Party is present or participating. Each JRC Party will be responsible for calling all of its own expenses of participating in the JRC meetings. The JRC Parties will endeavor to schedule meetings on no less than [***] days’ notice and of the chairperson and co-chair shall collaborate to prepare an agenda for circulation in advance of each such meeting. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items JRC at least [***] days six (6) months in advance of the applicable meetingadvance; provided, that under exigent circumstances requiring input by each JRC Party shall be permitted to call additional special meetings of the JRCJRC on not less than ten (10) business days’ notice. The JRC Parties will alternate in preparing the meeting agenda, a and the JRC Party may provide its that was responsible for preparing the meeting agenda items to the other Party within a shorter period of time in advance will act as facilitator or chair of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting. The chairperson and co-chair of the JRC shall well as prepare and circulate for review and approval of by the Parties other JRC Party written minutes of each such meeting within [***] thirty (30) days after the such meeting. The JRC Parties shall will agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JRC. . The JRC, subject to and in accordance with the provisions of this Section 12(k) and Schedule 12(k), will (di) The JRC shall oversee the activities under the Research Plan, including but not limited to overseeing completion of Phase A, Phase B and Phase C and the Milestones and the Upfront Option Trigger; (ii) have the right authority to adopt such standing rules as shall be necessary for its work, make modifications to the extent that Research Plan; (iii) consult and/or make decisions (as provided in Schedule 12(k)) regarding filing of Patent protection in the Territory for Protiva Project Inventions and decisions regarding the prosecution, maintenance and/or abandonment of Protiva Project Patents in the Territory; (iv) make decisions regarding filing of Patent protection in the Territory for Joint Project Inventions and decisions regarding the prosecution, maintenance and/or abandonment of Joint Project Patents in the Territory; (v) resolve disputes among the parties to the PadCo-Protiva License and Services Agreement or the Protiva-Monsanto Services Agreement regarding the appropriate course of action with respect to any JRC Joint IP Infringement Matter or JRC Protiva Project Infringement Matter; (vi) resolve disputes regarding whether the Technology Transfer has been completed (if Monsanto Canada exercises the Call Option); (vii) determine, within thirty (30) days following Protiva’s delivery of the Data Package, whether the Company has met all requirements of Option Insect Phase C Completion Criteria and Option Plant Phase C Completion Criteria; and (viii) attend to such rules are not inconsistent with this other matters as may be directed to the JRC by the Parties or under the terms of any Transaction Agreement. A quorum Each of the Parties shall provide the JRC with copies of all substantive communications (including a copy of the patent application as filed, and copies of all communications from the relevant patent office, and responses thereto) in connection with each patent application that is a Joint Project Patent and shall provide the JRC with periodic updates in respect of the status of any pending application for a Joint Project Patent; the members of the JRC shall exist whenever review and comment on all drafts of Joint Project Patents. In the event there is present at a meeting at least one (1) voting representative appointed by each Party. Representatives dispute among the members of the Parties on JRC regarding any matter to be handled by the JRC, e.g., in the event the members of the JRC are unable to reach a unanimous decision regarding such matter within a reasonable time (wherein such reasonable time may attend a meeting either in person or be determined by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least any one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC may attend meetings member of the JRC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JRC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 13. (e) If the JRC cannot, or does not, reach consensus on any matter relating to Research Activities or the Research Plan within [***] days after such dispute or lack of consensus was raised at a JRC meeting), then such member or members may initiate the appropriate dispute shall be escalated resolution process (as described below) by written notice to the CEO other members of each Party, the JRC and such other persons who shall amicably and will be involved in good faith attempt to resolve the disputesuch dispute resolution process (as described below). The Parties acknowledge that, notwithstanding the creation of the JRC, each Party shall retain the rights, powers and discretion granted to it hereunder. The Parties further acknowledge that the JRC shall not have the power to amend this Agreement and that any amendments to this Agreement shall be subject to Section 14.10. (f) Each Party shall be responsible processes for all travel and related costs and expenses for its members and other representatives to attend meetings of, and otherwise participate on, the JRC.resolving such disputes are as follows:

Joint Research Committee. (a) Within [***] days after the Effective Date, the The Parties shall establish a joint research committee (the “Joint Research Committee” or “JRC”). The JRC shall consist , composed of [***] representatives with voting rights from of each Party that have knowledge and expertise in the discovery research and early development of antibody-drug conjugates. The JRC shall (i) oversee the Research Collaboration conducted by the Parties hereunder, (ii) discuss, prepare and approve amendments to the Research Plan, (iii) coordinate the Parties’ activities under the Research Plan; (iv) review and discuss the status, progress, and results of the Parties, each with the requisite experience and seniority to enable such person to Research Collaboration; (v) make go/no-go decisions on behalf of the Parties with respect to any particular ADC at various decision points throughout the Research Collaboration based on then-available data and results, as further set forth in the Research Plan; (vi) select ADC(s) discovered under the Research Plan for further Development pursuant to Section 2.7 below; (vii) approve the quarterly budget for the Research Plan; and each (viii) perform such other functions as appropriate to further the Research Collaboration, as expressly set forth in this Agreement or allocated to it by the Parties in writing. The JRC is empowered to direct activities under the Research Plan, including deviations from the Research Plan, so long as such activities and deviations do not cause either Party to exceed its quarterly budget in aggregate by [***], unless such costs are approved in writing by such affected Party’s Research Activities, with each Chief Executive Officer. (b) Each Party having one (1) voteshall designate its initial JRC representatives within [***] after the Effective Date. From time to time, each Each Party may substitute one (1) or more of replace its representatives to on the JRC on written notice to the other Party. The chair and the co-chair of the JRC shall be one of the Indivior and Addex voting representatives on the JRChold meetings at such times as it elects to do so, respectively. From time to time, Indivior or Addex may change the representative who will serve as chairperson or co-chair, respectively, upon written notice to the other Party. (b) The JRC but in no event shall provide strategic direction for, and monitor, manage, coordinate and oversee the conduct of, the Research Activities by the Parties under the Research Plan. In particular, the JRC shall: (i) serve as a forum for discussing the proposed Research Activities and periodically review the Research Plan, and review and approve amendments thereto; (ii) oversee the Parties’ performance of the Research Plan; (iii) obtain and review each Party’s written reports detailing the progress of its activities under the Research Plan; and (iv) perform such other functions as are set forth herein or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreement. (c) During the Research Term, the JRC shall meet [***], with the location of such meetings alternating between locations designated by Addex and locations designated by Indivior, provided that such meetings may be held via telephone conference upon mutual agreement of the Parties. The chairperson in collaboration with the co-chair of the JRC shall be responsible for calling meetings on no less frequently than [***] days’ notice and through the chairperson and co-chair shall collaborate to prepare an agenda for circulation in advance of each such meeting. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items at least first [***] days in advance of the applicable meetingResearch Collaboration, and [***] thereafter. Meetings of the JRC may be held in person, by audio or video teleconference. In person JRC meetings shall be held at locations in the United States selected alternatively by the Parties. Each Party shall be responsible for all of its own expenses of participating in the JRC. No action taken at any meeting of the JRC shall be effective unless an equal number of representatives of each Party are participating; provided, that under exigent circumstances requiring input by the JRC, a Party may provide its agenda items to the other Party within a shorter period of time in advance for any action of the meeting, JRC pursuant to Section 2.7 or may propose to approve deviations from the Research Plan that there not be a specific agenda for a particular meeting, so long as cause either Party to exceed its quarterly budget shall require the other Party consents to such later addition participation of such agenda items or the absence all representatives of a specific agenda for such meeting. The chairperson and co-chair each Party. (c) All decisions of the JRC shall prepare be made by unanimous vote, with each Party’s representatives collectively having one (1) vote. If after reasonable discussion and circulate for review and approval good faith consideration of each Party’s view on a particular matter before the JRC that is within its authority, the representatives of the Parties minutes of each meeting cannot reach unanimous agreement as to such matter within [***] days after such matter was brought to the JRC for resolution, such disagreement shall be referred to the Chief Executive Officer of PHP and Chief Executive Officer of Immunome (the “Executive Officers”) for resolution. If the Executive Officers cannot resolve such matter within [***] after the meeting. The Parties shall agree on the minutes of each meeting promptlymatter is referred to them, but in no event later than the next meeting of the JRCthen [***]. (d) The JRC shall only have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JRC shall exist whenever there is present at a meeting at least one (1) voting representative appointed by each Party. Representatives of the Parties on the JRC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC may attend meetings of the JRC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JRC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 13. (e) If the JRC cannot, or does not, reach consensus on any matter relating to Research Activities or the Research Plan within [***] days after such dispute or lack of consensus was raised at a JRC meeting, then such dispute shall be escalated to the CEO of each Party, who shall amicably and in good faith attempt to resolve the dispute. The Parties acknowledge that, notwithstanding the creation of the JRC, each Party shall retain the rights, powers and discretion granted expressly assigned to it hereunder. The Parties further acknowledge that the JRC in this Section 2.4 and elsewhere in this Agreement and shall not have the power to authority to: (i) modify or amend the terms and conditions of this Agreement Agreement; (ii) waive or determine either Party’s compliance with the terms and conditions of under this Agreement; or (iii) decide any such issue in a manner that any amendments to would conflict with the express terms and conditions of this Agreement shall be subject to Section 14.10Agreement. (f) Each Party shall be responsible for all travel and related costs and expenses for its members and other representatives to attend meetings of, and otherwise participate on, the JRC.

Joint Research Committee. (a) Within [***] days a. Promptly after the Effective Date, the Parties SELECT and AVANT shall establish a joint research committee (the “Joint Research Committee” or “JRC”)) to (i) oversee the Research Program, (ii) establish, plan and coordinate the activities under the Research Plan, and (iii) facilitate the exchange of information regarding the Research Program. The JRC will set specific research goals of the Research Program, evaluate the results of the Research Program, discuss information relating to the Research Program and will ensure that there is appropriate scientific direction for the Research Program. b. Within thirty (30) days following the Effective Date, the JRC will evaluate the Research Plan and modify it if necessary. The JRC shall consist thereafter periodically modify the Research Plan as it deems necessary. c. The JRC shall be comprised of [***] two (2) representatives with voting rights from each Party. The chairperson of the PartiesJRC shall be designated by AVANT. d. If the JRC fails to reach unanimous agreement on any matter before it for consideration, representatives of AVANT shall have sole authority to decide the matter. e. Meetings of the JRC shall be held at such times as agreed to by the Parties (but no less than once each calendar quarter). Such meetings may be in-person, via videoconference, or via teleconference, provided that at least one meeting per calendar year shall be held in person. The location of in-person JRC meetings will alternate between Needham, Massachusetts, and Melbourne, Australia, or in such other manner or location as the Parties mutually agree. SELECT and AVANT shall each bear all expenses of their respective JRC representatives related to their participation on the JRC and attendance at JRC meetings. SELECT will provide AVANT with a proposed agenda for each JRC meeting at least five (5) Business Days prior to the requisite experience scheduled meeting date. AVANT shall record all decisions made, and seniority otherwise take minutes as appropriate. JRC meeting minutes will be sent to enable each member of the JRC for review within five (5) Business Days after a meeting; such person to make decisions on behalf minutes shall be deemed approved by both of the Parties with respect unless a Party objects to the Research Plan and each Party’s Research Activities, with each Party having one (1) vote. From time to time, each Party may substitute one (1) or more accuracy of its representatives to the JRC on such minutes by providing written notice to the other Party. The chair and the co-chair Party within ten (10) Business Days of the JRC shall be one receipt of the Indivior and Addex voting representatives on the JRC, respectively. From time to time, Indivior or Addex may change the representative who will serve as chairperson or co-chair, respectively, upon written notice to the other Party. (b) The JRC shall provide strategic direction for, and monitor, manage, coordinate and oversee the conduct of, the Research Activities such minutes by the Parties under the Research Plan. In particular, the JRC shall: (i) serve as a forum for discussing the proposed Research Activities and periodically review the Research Plan, and review and approve amendments thereto; (ii) oversee the Parties’ performance of the Research Plan; (iii) obtain and review each such Party’s written reports detailing the progress of its activities under the Research Plan; and (iv) perform such other functions as are set forth herein or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreement. (c) During the Research Term, the primary JRC shall meet [***]contact. A Party may, with the location prior consent of such meetings alternating between locations designated by Addex and locations designated by Indivior, provided that such meetings may be held via telephone conference upon mutual agreement of the Parties. The chairperson in collaboration with the co-chair of the JRC shall be responsible for calling meetings on no less than [***] days’ notice and the chairperson and co-chair shall collaborate to prepare an agenda for circulation in advance of each such meeting. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items at least [***] days in advance of the applicable meeting; provided, that under exigent circumstances requiring input by the JRC, a Party may provide its agenda items to the other Party within (such consent not to be unreasonably withheld or delayed), invite a shorter period reasonable number of time in advance of the meetingEmployees, consultants or may propose that there not be scientific advisors to attend a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting. The chairperson and co-chair of the JRC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JRC. (d) The JRC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JRC shall exist whenever there is present at a meeting at least one (1) voting representative appointed by each Party. Representatives of the Parties on the JRC may attend a meeting either in person or by telephoneprovided, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC may attend meetings of the JRC; providedhowever, that such attendees (i) shall participate only as observers and advisors and shall not vote or otherwise participate in the have a decision-making process of the JRC, and (ii) are role. Those invitees must be bound by obligations of appropriate confidentiality and non-disclosure equivalent to those set forth in Article 13obligations. (e) If the JRC cannot, or does not, reach consensus on any matter relating to Research Activities or the Research Plan within [***] days after such dispute or lack of consensus was raised at a JRC meeting, then such dispute shall be escalated to the CEO of each Party, who shall amicably and in good faith attempt to resolve the dispute. The Parties acknowledge that, notwithstanding the creation of the JRC, each Party shall retain the rights, powers and discretion granted to it hereunder. The Parties further acknowledge that the JRC shall not have the power to amend this Agreement and that any amendments to this Agreement shall be subject to Section 14.10. (f) Each Party shall be responsible for all travel and related costs and expenses for its members and other representatives to attend meetings of, and otherwise participate on, the JRC.

Joint Research Committee. (a) Within [***] days Promptly after the Effective Date, the Parties shall establish parties will form a joint research committee (the “Joint Research Committee” or “Committee ("JRC”). The JRC shall consist ") comprised of [***] ]representatives with voting rights from of each of the Parties, each with the requisite experience Syrrx and seniority to enable such person to make Cubist. All decisions on behalf of the Parties with respect to the Research Plan and each Party’s Research Activities, with each Party having one (1) vote. From time to time, each Party may substitute one (1) or more of its representatives to the JRC on written notice to the other Party. The chair and the co-chair of the JRC shall be one of the Indivior and Addex voting representatives on the JRC, respectively. From time to time, Indivior or Addex may change the representative who will serve as chairperson or co-chair, respectively, upon written notice to the other Party. (b) The JRC shall provide strategic direction for, and monitor, manage, coordinate and oversee the conduct of, the Research Activities by the Parties under the Research Plan. In particular, the JRC shall: (i) serve as a forum for discussing the proposed Research Activities and periodically review the Research Plan, and review and approve amendments thereto; (ii) oversee the Parties’ performance of the Research Plan; (iii) obtain and review each Party’s written reports detailing the progress of its activities under the Research Plan; and (iv) perform such other functions as are set forth herein or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreement. (c) During the Research Term, the JRC shall meet [**] PROVIDED, HOWEVER, that, on a compound by compound basis for the Shared Programs, effective after the date [*], with the location of such meetings alternating between locations designated by Addex and locations designated by Indivior, provided that such meetings may be held via telephone conference upon mutual agreement of the Parties. The chairperson in collaboration with the co-chair of the JRC shall be responsible for calling meetings on no less than [***] days’ notice and the chairperson and co-chair shall collaborate to prepare an agenda for circulation in advance of each such meeting. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items at least [***] days in advance of the applicable meeting; provided, that under exigent circumstances requiring input by the JRC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting. The chairperson and co-chair of the JRC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JRC. (d) The JRC shall have the right to adopt [*] of the JRC, in its reasonable discretion, on any matter related to development and commercialization of a [*] including a compound in a [*] with [*] against such standing rules as shall be necessary [*], except for its work, those matters requiring [*] to the extent that such rules are not inconsistent with this AgreementIND Candidate. A quorum For purposes of clarification, during [*] of any Shared Program, [*] shall have the right [*] of the JRC regarding such Pre-Clinical Development, except that [*] shall exist whenever there is present at a meeting not have such right to [*] when such [*] result in additional [*] work by [*]. The representatives of each party collectively shall have [*], and shall act in good faith and in the best interests of the Collaboration. Attendance by at least one (1) voting representative appointed by [*]representatives from each Party. Representatives Party shall constitute a quorum for purposes of the Parties on the conducting a JRC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowedmeeting. The JRC shall take action meet at least [*]times per year during the Research Term, or at such greater frequency as the JRC elects. Such meetings shall alternate between the principal offices of each party, or at such other site as mutually agreed to by consensus the Parties, and the chairperson of the representatives present at meeting shall be nominated by the party hosting the meeting. The parties shall agree upon the time of meetings. Within [*] after each meeting, the JRC chairperson for the meeting will provide the parties with a meeting at which a quorum exists[*], with each Party having a single vote irrespective in reasonable detail, the status of the number [*], and the [*]. Within [*] days after each meeting, the JRC chairperson for the meeting shall provide the parties with a list of action items to be addressed prior to the next meeting. A [*] of additional representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC party may attend meetings of the JRC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JRC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 13. (e) If either party may replace any representative on the JRC cannot, or does not, reach consensus on any matter relating by providing written notice to Research Activities or the other party. The JRC shall remain in effect during the Research Plan within [***] days after such dispute or lack Term and for a period of consensus was raised at a JRC meeting, then such dispute shall be escalated to the CEO of each Party, who shall amicably and time thereafter during which any Shared Product is in good faith attempt to resolve the dispute. The Parties acknowledge that, notwithstanding the creation of the JRC, each Party shall retain the rights, powers and discretion granted to it hereunder. The Parties further acknowledge that the JRC shall not have the power to amend this Agreement and that any amendments to this Agreement shall be subject to Section 14.10Pre-Clinical Development. (f) Each Party shall be responsible for all travel and related costs and expenses for its members and other representatives to attend meetings of, and otherwise participate on, the JRC.

Joint Research Committee. (a) Within [***] days after the Effective Date, the Parties The Research Program established by this Agreement shall establish be overseen by a joint research committee composed of two (2) representatives from each Party (the “Joint Research Committee” or “JRC”). An alternate member designated by a Party may serve temporarily in the absence of a permanent member of the JRC for such Party. Each Party shall designate one of its representatives as a co-chair of the JRC. The co-chairs of the JRC shall consist of [***] representatives with voting rights from be jointly responsible for setting the agenda for each of the Partiesmeeting, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Parties with respect to the Research Plan and each Party’s Research Activities, with each Party having one (1) voteco-chair will be responsible for chairing alternating JRC meetings. From time to time, each Party may substitute one (1) or more of its representatives to the JRC on written notice may establish subcommittees or subordinate committees (that may or may not include members of the JRC itself) to oversee particular projects or activities, and such subcommittees or subordinate committees shall be constituted and shall operate as the other PartyJRC agrees. After the end of the Research Term, the JRC shall be disbanded. * Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. The chair members of the JRC initially shall be: PFIZER Appointees: [...]* PSIVIDA Appointees: [...]* (b) All decisions of the JRC made pursuant to this Agreement shall be made by consensus; provided, however, that in the event of a disagreement between PFIZER and PSIVIDA, subject to Sections 2.1(c) and (d) below and except with respect to Section 2.4(g), the PFIZER co-chair of the JRC shall be one of have the Indivior and Addex voting representatives on the JRC, respectively. From time to time, Indivior or Addex may change the representative who will serve as chairperson or cofinal decision-chair, respectively, upon written notice to the other Party. (b) The JRC shall provide strategic direction for, and monitor, manage, coordinate and oversee the conduct of, the Research Activities by the Parties under the Research Plan. In particular, the JRC shall: (i) serve as a forum for discussing the proposed Research Activities and periodically review the Research Plan, and review and approve amendments thereto; (ii) oversee the Parties’ performance of the Research Plan; (iii) obtain and review each Party’s written reports detailing the progress of its activities under the Research Plan; and (iv) perform such other functions as are set forth herein or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreementmaking authority. (c) During Any changes to the Research TermPlan that materially expand PSIVIDA’s obligations, require PSIVIDA to materially increase its efforts, materially alter the JRC shall meet [***], with the location of such meetings alternating between locations designated by Addex and locations designated by Indivior, provided that such meetings may be held via telephone conference upon mutual agreement nature of the Parties. The chairperson in collaboration with services provided by PSIVIDA shall require the co-chair of the JRC shall be responsible for calling meetings on no less than [***] days’ notice and the chairperson and co-chair shall collaborate to prepare an agenda for circulation in advance of each such meeting. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items at least [***] days in advance of the applicable meeting; provided, that under exigent circumstances requiring input by the JRC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting. The chairperson and co-chair of the JRC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting unanimous consent of the JRC. If the JRC fails to reach unanimous consent regarding any such change to the Research Plan, then the obligations of PSIVIDA shall not be increased and the nature of the services provided by PSIVIDA shall not be altered. (d) The JRC shall have the right to adopt such standing rules as shall be necessary for its work, If any aspect of a supplement to the extent that such rules are not inconsistent with this Agreement. A quorum of the JRC shall exist whenever there is present at a meeting at least one (1) voting representative appointed Research Plan approved by each Party. Representatives of the Parties on the JRC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC may attend meetings of the JRC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JRC, if performed, would violate Section 2 of the BMP Agreement, Sections 4.1, 5.1, 5.4 and (ii) are bound by obligations 5.8 of confidentiality the Alimera Agreement or Sections 2.1, 2.3, 2.4 and non-disclosure equivalent to those set forth in Article 132.5 of the B&L Agreement, such aspect shall not become a part of the Research Plan regardless of whether the JRC has approved such designation. (e) If The approval of the JRC cannot, or does not, reach consensus on any matter relating to Research Activities or budget for the Research Plan within [***] days after such dispute or lack of consensus was raised at a JRC meeting, then such dispute Costs shall be escalated to require the CEO of each Party, who shall amicably and in good faith attempt to resolve the dispute. The Parties acknowledge that, notwithstanding the creation unanimous consent of the JRC, each Party shall retain the rights, powers and discretion granted to it hereunder. The Parties further acknowledge that the JRC shall not have the power to amend this Agreement and that any amendments to this Agreement shall be subject to Section 14.10. (f) Each Party shall be responsible for all travel and related costs and expenses for its members and other representatives to attend meetings of, and otherwise participate on, the JRC.

Joint Research Committee. (a) Within [***] days after the Effective Date, the Parties The Research Program established by this Agreement shall establish be overseen by a joint research committee composed of three (3) representatives from each Party (the “Joint Research Committee” or “JRC”). The Parties shall designate their JRC representatives within ten (10) Business Days after the Effective Date. An alternate member designated by a Party may serve temporarily in the absence of a permanent member of the JRC for such Party. Each Party shall designate one of its representatives as a co-chair of the JRC. The co-chairs of the JRC shall consist of [***] representatives with voting rights from be jointly responsible for setting the agenda for each of the Partiesmeeting, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Parties with respect to the Research Plan and each Party’s Research Activities, with each Party having one (1) voteco-chair will be responsible for chairing alternating JRC meetings. From time to time, each Party may substitute one (1) or more of its representatives to the JRC on written notice may establish subcommittees or subordinate committees (that may or may not include members of the JRC itself) to oversee particular projects or activities, and such subcommittees or subordinate committees shall be constituted and shall operate as the other PartyJRC agrees. The chair After the end of the Research Term, the JRC shall only meet if necessary to fulfill its duties under Sections 2.4(f) and 2.4(g). (b) All decisions of the JRC made pursuant to this Agreement shall be made by consensus; provided, however, that in the event of a disagreement between Pfizer and Incyte, subject to Sections 2.1(c) and 2.1(d) below, the Pfizer co-chair of the JRC shall be one of have the Indivior and Addex voting representatives on the JRC, respectively. From time to time, Indivior or Addex may change the representative who will serve as chairperson or cofinal decision-chair, respectively, upon written notice to the other Party. (b) The JRC shall provide strategic direction for, and monitor, manage, coordinate and oversee the conduct of, the Research Activities by the Parties under the Research Plan. In particular, the JRC shall: (i) serve as a forum for discussing the proposed Research Activities and periodically review the Research Plan, and review and approve amendments thereto; (ii) oversee the Parties’ performance of the Research Plan; (iii) obtain and review each Party’s written reports detailing the progress of its activities under the Research Plan; and (iv) perform such other functions as are set forth herein or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreementmaking authority. (c) During Any changes to the Research Term, Plan that materially expand Incyte’s obligations or require Incyte to materially increase its efforts or materially alter the JRC shall meet [***], with the location of such meetings alternating between locations designated by Addex and locations designated by Indivior, provided that such meetings may be held via telephone conference upon mutual agreement nature of the Parties. The chairperson in collaboration with services provided by Incyte shall require the co-chair of the JRC shall be responsible for calling meetings on no less than [***] days’ notice and the chairperson and co-chair shall collaborate to prepare an agenda for circulation in advance of each such meeting. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items at least [***] days in advance of the applicable meeting; provided, that under exigent circumstances requiring input by the JRC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting. The chairperson and co-chair of the JRC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting unanimous consent of the JRC. If the JRC fails to reach unanimous consent regarding any such change to the Research Plan, then the obligations of Incyte shall not be increased and the nature of the services provided by Incyte shall not be altered. (d) The JRC shall have the right to adopt such standing rules as shall be necessary for its work, Any changes to the extent that such rules are not inconsistent with this Agreement. A quorum of the JRC shall exist whenever there is present at a meeting at least one (1) voting representative appointed by each Party. Representatives of the Parties on the JRC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party assays used to define CCR2 Antagonists that are not representatives of described in Schedules 1.7(a)-(c) shall require the Parties on the JRC may attend meetings unanimous consent of the JRC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JRC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 13. (e) . If the JRC cannot, or does not, fails to reach consensus on unanimous consent regarding any matter relating such change to Research Activities or the Research Plan within [***] days after such dispute or lack of consensus was raised at a JRC meetingassays, then such dispute shall be escalated to the CEO of each Party, who shall amicably and in good faith attempt to resolve the dispute. The Parties acknowledge that, notwithstanding the creation of the JRC, each Party shall retain the rights, powers and discretion granted to it hereunder. The Parties further acknowledge that the JRC assays shall not have the power to amend this Agreement and that any amendments to this Agreement shall be subject to Section 14.10changed. (f) Each Party shall be responsible for all travel and related costs and expenses for its members and other representatives to attend meetings of, and otherwise participate on, the JRC.

Joint Research Committee. As soon as practicable following the Effective Date, the parties will replace the representatives of the Company on the Joint Research Committee (a) Within [***] days the “JRC”), established pursuant to the Original Option Agreement, with representatives of Protiva such that, from and after the Effective Date, the Parties shall establish JRC will be comprised of an equal number of representatives of Monsanto Canada and Protiva and will perform the matters expressly contemplated by this Section 12(k) to be performed by the JRC following exercise of the Call Option, Monsanto Canada and Protiva). Each of Monsanto Canada and Protiva, as applicable (each, a joint research committee (“JRC Party” and collectively, the “Joint Research Committee” or “JRCJRC Parties”). The JRC shall consist of [***] representatives with voting rights from each of the Parties, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Parties with respect to the Research Plan and each Party’s Research Activities, with each Party having one (1) vote. From time to time, each Party may substitute one (1) or more of replace its representatives to the JRC on written notice to the other Party. The chair and the co-chair of the JRC shall be one of the Indivior and Addex voting representatives on the JRC, respectively. From JRC at any time to time, Indivior or Addex may change the representative who will serve as chairperson or co-chair, respectively, upon written notice to the other Party. party. The representatives of each JRC Party shall 6503474.12 collectively have one (b1) The JRC shall provide strategic direction forvote on all matters to be decided by the JRC, and monitor, manage, coordinate and oversee the conduct of, the Research Activities by the Parties under the Research Plan. In particular, the JRC shall: (i) serve as a forum for discussing the proposed Research Activities and periodically review the Research Plan, and review and approve amendments thereto; (ii) oversee the Parties’ performance of the Research Plan; (iii) obtain and review each Party’s written reports detailing the progress of its activities under the Research Plan; and (iv) perform such other functions as are set forth herein or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreement. (c) During the Research Term, the JRC shall take all actions by unanimous vote. The JRC will meet [***], with at such times as are deemed reasonably necessary by the location of such meetings alternating between locations designated by Addex and locations designated by Indivior, provided that such meetings may be held via telephone conference upon mutual agreement of the JRC Parties. The chairperson in collaboration with the co-chair Meetings of the JRC shall will be effective only if at least one (1) representative of each JRC Party is present or participating. Each JRC Party will be responsible for calling all of its own expenses of participating in the JRC meetings. The JRC Parties will endeavor to schedule meetings on no less than [***] days’ notice and of the chairperson and co-chair shall collaborate to prepare an agenda for circulation in advance of each such meeting. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items JRC at least [***] days six (6) months in advance of the applicable meetingadvance; provided, that under exigent circumstances requiring input by each JRC Party shall be permitted to call additional special meetings of the JRCJRC on not less than ten (10) business days’ notice. The JRC Parties will alternate in preparing the meeting agenda, a and the JRC Party may provide its that was responsible for preparing the meeting agenda items to the other Party within a shorter period of time in advance will act as facilitator or chair of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting. The chairperson and co-chair of the JRC shall well as prepare and circulate for review and approval of by the Parties other JRC Party written minutes of each such meeting within [***] thirty (30) days after the such meeting. The JRC Parties shall will agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JRC. . The JRC, subject to and in accordance with the provisions of this Section 12(k) and Schedule 12(k), will (di) The JRC shall have consult and/or make decisions (as provided in Schedule 12(k)) regarding filing of Patent protection in the right to adopt such standing rules as shall be necessary Territory for its workProtiva Project Inventions and decisions regarding the prosecution, maintenance and/or abandonment of Protiva Project Patents in the Territory; (ii) make decisions regarding filing of Patent protection in the Territory for Joint Project Inventions and decisions regarding the prosecution, maintenance and/or abandonment of Joint Project Patents in the Territory; (iii) resolve disputes among the parties to the extent that PadCo-Protiva License and Services Agreement or the Protiva-Monsanto Services Agreement regarding the appropriate course of action with respect to any JRC Joint IP Infringement Matter or JRC Protiva Project Infringement Matter; (iv) resolve disputes regarding whether the Post-Closing Milestones have been achieved or the Technology Transfer has been completed (if Monsanto Canada exercises the Call Option); (v) determine, within thirty (30) days following Protiva’s delivery of the Data Package, whether the Company has met all requirements of Option Insect Phase C Completion Criteria and Option Plant Phase C Completion Criteria; and (vi) attend to such rules are not inconsistent with this other matters as may be directed to the JRC by the Parties or under the terms of any Transaction Agreement. A quorum Each of the Parties shall provide the JRC with copies of all substantive communications (including a copy of the patent application as filed, and copies of all communications from the relevant patent office, and responses thereto) in connection with each patent application that is a Joint Project Patent and shall provide the JRC with periodic updates in respect of the status of any pending application for a Joint Project Patent; the members of the JRC shall exist whenever review and comment on all drafts of Joint Project Patents. In the event there is present at a meeting at least one (1) voting representative appointed by each Party. Representatives dispute among the members of the Parties on JRC regarding any matter to be handled by the JRC, e.g., in the event the members of the JRC are unable to reach a unanimous decision regarding such matter within a reasonable time (wherein such reasonable time may attend a meeting either in person or be determined by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least any one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC may attend meetings member of the JRC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JRC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 13. (e) If the JRC cannot, or does not, reach consensus on any matter relating to Research Activities or the Research Plan within [***] days after such dispute or lack of consensus was raised at a JRC meeting), then such member or members may initiate the appropriate dispute shall be escalated resolution process (as described below) by written notice to the CEO other members of each Party, the JRC and such other persons who shall amicably and will be involved in good faith attempt to resolve the disputesuch dispute resolution process (as described below). The Parties acknowledge that, notwithstanding the creation of the JRC, each Party shall retain the rights, powers and discretion granted to it hereunder. The Parties further acknowledge that the JRC shall not have the power to amend this Agreement and that any amendments to this Agreement shall be subject to Section 14.10. (f) Each Party shall be responsible processes for all travel and related costs and expenses for its members and other representatives to attend meetings of, and otherwise participate on, the JRC.resolving such disputes are as follows:

Joint Research Committee. (a) The Parties will establish a Joint Research Committee, composed of three (3) representatives from Intellikine and three (3) representatives from Infinity. The JRC members shall be appropriately qualified and experienced in order to make a meaningful contribution to committee meetings. (b) Within [***] thirty (30) days after following the Effective Date, the Parties shall establish a joint research committee (the “Joint Research Committee” or “JRC”). The JRC shall consist of [***] representatives with voting rights from each of the Parties, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Parties with respect to the Research Plan and each Party’s Research Activities, with each Party having one (1) votewill designate its initial members to serve on the JRC. From time to time, each Each Party may substitute one (1) or more of replace its representatives to on the JRC on written notice to the other Party. (c) The JRC will (i) oversee the activities of the Parties under the Research Program, including monitoring progress, reviewing and approving amendments to the Research Plan and coordinating activities; (ii) as necessary or appropriate, establish additional joint subcommittees and delegate responsibilities to such joint subcommittees; and (iii) consider and act upon such other matters as specified in this Agreement. Each Party may from time to time invite a reasonable number of participants, in addition to its representatives on the JRC, to attend JRC meetings in a non-voting capacity, provided that such participants are subject to the confidentiality provisions set forth in Article 12. The chair and JRC will be chaired by a representative from Infinity. The chairperson shall set agendas for JRC meetings in advance, provided that the co-chair agendas will include any matter requested by either Party. The chairperson shall be responsible for recording, preparing and, within a reasonable time, issuing draft minutes of each JRC meeting. (d) The JRC will also be responsible for resolving disputes that may arise between the Parties with regard to matters pertaining to the Research Program. Decisions of the JRC shall be one of the Indivior and Addex voting made by unanimous vote, with Infinity’s representatives on the JRC, respectively. From time to time, Indivior or Addex may change the representative who will serve as chairperson or co-chair, respectively, upon written notice to the other PartyJRC collectively having one (1) vote and Intellikine’s representatives to the JRC collectively having one (1) vote. If the JRC fails to reach unanimous agreement on a matter before it for decision for a period in excess of thirty (30) days, such matter shall be resolved in accordance with Section 4.7. (be) The JRC shall provide strategic direction for, meet at least quarterly and monitor, manage, coordinate and oversee the conduct of, the Research Activities at such other times as requested by the Parties under the Research Plan. In particular, the JRC shall: (i) serve as a forum for discussing the proposed Research Activities and periodically review the Research Plan, and review and approve amendments thereto; (ii) oversee the Parties’ performance of the Research Plan; (iii) obtain and review each Party’s written reports detailing the progress of its activities under the Research Plan; and (iv) perform such other functions as are set forth herein chairperson or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreement. (c) During the Research Term, the JRC shall meet [***], with the location of such meetings alternating between locations designated by Addex and locations designated by Indivior, provided that such meetings may be held via telephone conference upon mutual agreement of the Partiesotherwise agree. The chairperson in collaboration with the co-chair first meeting of the JRC shall be responsible for calling meetings on no less than [***] days’ notice and the chairperson and co-chair shall collaborate to prepare an agenda for circulation in advance of each such meeting. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items at least [***] days in advance of the applicable meeting; provided, that under exigent circumstances requiring input by the JRC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long held as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting. The chairperson and co-chair of the JRC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] days after the meeting. The Parties shall agree on the minutes of each meeting promptlysoon as reasonably practicable, but in no event later than thirty (30) days after the next meeting of the JRC. (d) The JRC shall have the right to adopt such standing rules as Effective Date. Meetings shall be necessary for its work, to the extent that held at such rules place or places as are not inconsistent with this Agreement. A quorum of the JRC shall exist whenever there is present at a meeting at least one (1) voting representative appointed by each Party. Representatives of the Parties on the JRC may attend a meeting either in person mutually agreed or by telephone, video conference teleconference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC may attend meetings of the JRCvideoconference; provided, however, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JRC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 13. (e) If the JRC cannot, or does not, reach consensus on any matter relating to Research Activities or the Research Plan within [***] days after such dispute or lack of consensus was raised at a JRC meeting, then such dispute there shall be escalated to the CEO of each Party, who shall amicably and in good faith attempt to resolve the dispute. The Parties acknowledge that, notwithstanding the creation of the JRC, each Party shall retain the rights, powers and discretion granted to it hereunder. The Parties further acknowledge that the JRC shall not have the power to amend this Agreement and that any amendments to this Agreement shall be subject to Section 14.10at least two (2) face-to-face meetings per calendar year. (f) Each Party shall be responsible for all travel and related costs and expenses for its members and other representatives to attend meetings of, and otherwise participate onIf not earlier disbanded, the JRCJRC shall disband at the end of the Research Term unless otherwise requested by Infinity.

Joint Research Committee. (a) Within [***] days after the Effective Date, the Parties The Research Program established by this Agreement shall establish be overseen by a joint research committee composed of four (4) representatives from each Party (the “Joint Research Committee” or “JRC”). The Parties shall designate their JRC representatives within ten (10) days after the Effective Date. An alternate member designated by a Party may serve temporarily in the absence of a permanent member of the JRC for such Party. Each Party shall designate one of its representatives as a co-chair of the JRC. The co-chairs of the JRC shall consist of [***] representatives with voting rights from be jointly responsible for setting the agenda for each of the Partiesmeeting, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Parties with respect to the Research Plan and each Party’s Research Activities, with each Party having one (1) voteco-chair will be responsible for chairing alternating JRC meetings. From time to time, each Party may substitute one (1) or more of its representatives to the JRC on written notice to the other Party. The chair and the co-chair may establish subcommittees or subordinate committees (that may or may not include members of the JRC itself) to oversee particular projects or activities, and such subcommittees or subordinate committees shall be one of constituted and shall operate as the Indivior and Addex voting representatives on the JRC, respectivelyJRC agrees. From time to time, Indivior or Addex may change the representative who will serve as chairperson or co-chair, respectively, upon written notice to the other Party. (b) The JRC shall provide strategic direction for, and monitor, manage, coordinate and oversee disband automatically at the conduct of, the Research Activities by the Parties under the Research Plan. In particular, the JRC shall: (i) serve as a forum for discussing the proposed Research Activities and periodically review the Research Plan, and review and approve amendments thereto; (ii) oversee the Parties’ performance end of the Research Plan; (iii) obtain and review each Party’s written reports detailing the progress Term, provided, however, that after termination of its activities under the Research Plan; and (iv) perform such other functions as are set forth herein or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreement. (c) During the Research Term, the JRC shall may continue to meet [***], with at its own discretion for purposes related to the location of such meetings alternating between locations designated by Addex and locations designated by Indivior, provided Collaboration should the JRC unanimously decide that such continued meetings may be held via telephone conference upon mutual agreement are in the best interest of the Parties. The chairperson in collaboration with the co-chair Collaboration. (b) All decisions of the JRC shall be responsible for calling meetings on no less than [***] days’ notice and the chairperson and co-chair shall collaborate to prepare an agenda for circulation in advance of each such meeting. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items at least [***] days in advance of the applicable meeting; provided, that under exigent circumstances requiring input by the JRC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting. The chairperson and co-chair of the JRC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JRC. (d) The JRC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JRC shall exist whenever there is present at a meeting at least one (1) voting representative appointed by each Party. Representatives of the Parties on the JRC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC may attend meetings of the JRC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JRC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 13. (e) If the JRC cannot, or does not, reach consensus on any matter relating to Research Activities or the Research Plan within [***] days after such dispute or lack of consensus was raised at a JRC meeting, then such dispute shall be escalated to the CEO of each Party, who shall amicably and in good faith attempt to resolve the dispute. The Parties acknowledge that, notwithstanding the creation of the JRC, each Party shall retain the rights, powers and discretion granted to it hereunder. The Parties further acknowledge that the JRC shall not have the power to amend this Agreement and that any amendments made pursuant to this Agreement shall be subject made by unanimous consent of its members. If for any reason the JRC cannot reach unanimity within ten (10) Business Days of the JRC meeting at which such matter was first discussed, then, except as set forth in Section 2.1(c), the matter shall be referred to Section 14.10a vice president of Pfizer and a senior executive of Rigel for resolution. Neither of such Pfizer vice president or Rigel senior executive shall at the time of determination be a member of the JRC or of any subcommittee of the JRC. If such Pfizer vice president and Rigel senior executive cannot resolve the matter in good faith within ten (10) Business Days after attempting to find a mutually satisfactory resolution to the issue, then the matter shall be decided in good faith by such Pfizer vice president. (fc) Each Party Any changes to the Research Plan expanding Rigel’s obligations or requiring Rigel to exert additional efforts shall be responsible for all travel and related costs and expenses for its members and other representatives to attend meetings of, and otherwise participate on, require the unanimous consent of the JRC. If the JRC fails to reach unanimous consent regarding any such change to the Research Plan, then the obligations of Rigel shall not be increased.

Joint Research Committee. As soon as practicable following the Effective Date, the parties will replace the representatives of the Company on the Joint Research Committee (a) Within [***] days the “JRC”), established pursuant to the Original Option Agreement, with representatives of Protiva such that, from and after the Effective Date, the Parties shall establish JRC will be comprised of an equal number of representatives of Monsanto Canada and Protiva and will perform the matters expressly contemplated by this Section 12(k) to be performed by the JRC following exercise of the Call Option, Monsanto Canada and Protiva). Each of Monsanto Canada and Protiva, as applicable (each, a joint research committee (“JRC Party” and collectively, the “Joint Research Committee” or “JRCJRC Parties”). The JRC shall consist of [***] representatives with voting rights from each of the Parties, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Parties with respect to the Research Plan and each Party’s Research Activities, with each Party having one (1) vote. From time to time, each Party may substitute one (1) or more of replace its representatives to the JRC on written notice to the other Party. The chair and the co-chair of the JRC shall be one of the Indivior and Addex voting representatives on the JRC, respectively. From JRC at any time to time, Indivior or Addex may change the representative who will serve as chairperson or co-chair, respectively, upon written notice to the other Party. party. The representatives of each JRC Party shall 34 6503474.12 collectively have one (b1) The JRC shall provide strategic direction forvote on all matters to be decided by the JRC, and monitor, manage, coordinate and oversee the conduct of, the Research Activities by the Parties under the Research Plan. In particular, the JRC shall: (i) serve as a forum for discussing the proposed Research Activities and periodically review the Research Plan, and review and approve amendments thereto; (ii) oversee the Parties’ performance of the Research Plan; (iii) obtain and review each Party’s written reports detailing the progress of its activities under the Research Plan; and (iv) perform such other functions as are set forth herein or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreement. (c) During the Research Term, the JRC shall take all actions by unanimous vote. The JRC will meet [***], with at such times as are deemed reasonably necessary by the location of such meetings alternating between locations designated by Addex and locations designated by Indivior, provided that such meetings may be held via telephone conference upon mutual agreement of the JRC Parties. The chairperson in collaboration with the co-chair Meetings of the JRC shall will be effective only if at least one (1) representative of each JRC Party is present or participating. Each JRC Party will be responsible for calling all of its own expenses of participating in the JRC meetings. The JRC Parties will endeavor to schedule meetings on no less than [***] days’ notice and of the chairperson and co-chair shall collaborate to prepare an agenda for circulation in advance of each such meeting. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items JRC at least [***] days six (6) months in advance of the applicable meetingadvance; provided, that under exigent circumstances requiring input by each JRC Party shall be permitted to call additional special meetings of the JRCJRC on not less than ten (10) business days’ notice. The JRC Parties will alternate in preparing the meeting agenda, a and the JRC Party may provide its that was responsible for preparing the meeting agenda items to the other Party within a shorter period of time in advance will act as facilitator or chair of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting. The chairperson and co-chair of the JRC shall well as prepare and circulate for review and approval of by the Parties other JRC Party written minutes of each such meeting within [***] thirty (30) days after the such meeting. The JRC Parties shall will agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JRC. . The JRC, subject to and in accordance with the provisions of this Section 12(k) and Schedule 12(k), will (di) The JRC shall have consult and/or make decisions (as provided in Schedule 12(k)) regarding filing of Patent protection in the right to adopt such standing rules as shall be necessary Territory for its workProtiva Project Inventions and decisions regarding the prosecution, maintenance and/or abandonment of Protiva Project Patents in the Territory; (ii) make decisions regarding filing of Patent protection in the Territory for Joint Project Inventions and decisions regarding the prosecution, maintenance and/or abandonment of Joint Project Patents in the Territory; (iii) resolve disputes among the parties to the extent that PadCo-Protiva License and Services Agreement or the Protiva-Monsanto Services Agreement regarding the appropriate course of action with respect to any JRC Joint IP Infringement Matter or JRC Protiva Project Infringement Matter; (iv) resolve disputes regarding whether the Post-Closing Milestones have been achieved or the Technology Transfer has been completed (if Monsanto Canada exercises the Call Option); (v) determine, within thirty (30) days following Protiva’s delivery of the Data Package, whether the Company has met all requirements of Option Insect Phase C Completion Criteria and Option Plant Phase C Completion Criteria; and (vi) attend to such rules are not inconsistent with this other matters as may be directed to the JRC by the Parties or under the terms of any Transaction Agreement. A quorum Each of the Parties shall provide the JRC with copies of all substantive communications (including a copy of the patent application as filed, and copies of all communications from the relevant patent office, and responses thereto) in connection with each patent application that is a Joint Project Patent and shall provide the JRC with periodic updates in respect of the status of any pending application for a Joint Project Patent; the members of the JRC shall exist whenever review and comment on all drafts of Joint Project Patents. In the event there is present at a meeting at least one (1) voting representative appointed by each Party. Representatives dispute among the members of the Parties on JRC regarding any matter to be handled by the JRC, e.g., in the event the members of the JRC are unable to reach a unanimous decision regarding such matter within a reasonable time (wherein such reasonable time may attend a meeting either in person or be determined by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least any one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC may attend meetings member of the JRC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JRC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 13. (e) If the JRC cannot, or does not, reach consensus on any matter relating to Research Activities or the Research Plan within [***] days after such dispute or lack of consensus was raised at a JRC meeting), then such member or members may initiate the appropriate dispute shall be escalated resolution process (as described below) by written notice to the CEO other members of each Party, the JRC and such other persons who shall amicably and will be involved in good faith attempt to resolve the disputesuch dispute resolution process (as described below). The Parties acknowledge that, notwithstanding the creation of the JRC, each Party shall retain the rights, powers and discretion granted to it hereunder. The Parties further acknowledge that the JRC shall not have the power to amend this Agreement and that any amendments to this Agreement shall be subject to Section 14.10. (f) Each Party shall be responsible processes for all travel and related costs and expenses for its members and other representatives to attend meetings of, and otherwise participate on, the JRC.resolving such disputes are as follows:

Joint Research Committee. (a) Within [***] thirty (30) days after following the Effective Date, the Parties shall establish a joint research committee Joint Research Committee (the “Joint Research Committee” or “JRC”). ) which shall have responsibility to oversee the Research Program, and to plan and coordinate the activities under the Research Plan, including: (i) Reviewing and updating the Research Plan; (ii) Circulating a copy of each revised or updated Research Plan to each of the Alliance Managers; (iii) Monitoring progress of the Research Plan including monitoring the Parties’ compliance with their respective obligations under same, including the accomplishment of key activities, the devotion of the required number of FTEs; (iv) Establishing criteria for the selection of prospective Development Candidate(s) to be recommended for submissions by Genentech for LSR-Go decision; (v) Recommending Compounds to be submitted by Genentech to its management for an LSR-Go decision; (vi) Recommending Compounds to be submitted by Genentech to its management for an ED-Go decision; and (vii) Such other activities as set forth in the Research Plan or this Agreement, or as otherwise agreed by the Parties from time to time. (b) The JRC shall consist be comprised of [***] an equal number of representatives of each Party with voting rights from each expertise appropriate for the function and purpose of the Partiescommittee, each with but in no event will the requisite experience and seniority to enable such person to make decisions on behalf membership of the Parties with respect to the Research Plan and JRC exceed three (3) representatives of each Party’s Research Activities, with each . Each Party having will designate one (1) vote. From time to time, each Party may substitute one (1) or more of its representatives to the JRC on written notice to the other Party. The chair as its Project Leader, and the co-chair of the JRC shall be one of the Indivior and Addex voting may replace its representatives on the JRC, respectively. From JRC from time to time, Indivior or Addex may change the representative who will serve as chairperson or co-chair, respectively, upon time in its discretion with prior written notice to the other Party. (bc) The Chair of the JRC shall provide strategic direction for[†]. The Chair will be responsible for providing notice of all meetings to the members of the JRC, assembling and monitordistributing meeting agendas and minutes, manageleading the meetings and, coordinate and oversee the conduct ofas needed, the Research Activities by the Parties under the Research Plan. In particular, appointing a representative of the JRC shall: (i) serve to act as a forum for discussing the proposed Research Activities and periodically review the Research Plan, and review and approve amendments thereto; (ii) oversee the Parties’ performance secretary of the Research Plan; (iii) obtain and review each Party’s written reports detailing the progress of its activities under the Research Plan; and (iv) perform such other functions as are set forth herein or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreement.meeting. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (cd) During Upon completion of all activities for which the Research TermJRC was established, the JRC shall meet [***], with the location of such meetings alternating between locations designated by Addex and locations designated by Indivior, provided that such meetings may be held via telephone conference upon mutual agreement of the Parties. The chairperson in collaboration with the co-chair of the JRC shall be responsible for calling meetings on have no less than [***] days’ notice and the chairperson and co-chair shall collaborate to prepare an agenda for circulation in advance of each such meeting. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items at least [***] days in advance of the applicable meeting; provided, that further responsibilities or authority under exigent circumstances requiring input by the JRC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting. The chairperson and co-chair of the JRC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JRC. (d) The JRC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JRC shall exist whenever there is present at a meeting at least one (1) voting representative appointed by each Party. Representatives of the Parties on the JRC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JRC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC may attend meetings of the JRC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JRC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 13. (e) If the JRC cannot, or does not, reach consensus on any matter relating to Research Activities or the Research Plan within [***] days after such dispute or lack of consensus was raised at a JRC meeting, then such dispute shall be escalated to the CEO of each Party, who shall amicably and in good faith attempt to resolve the dispute. The Parties acknowledge that, notwithstanding the creation of the JRC, each Party shall retain the rights, powers and discretion granted to it hereunder. The Parties further acknowledge that the JRC shall not have the power to amend this Agreement and that any amendments to this Agreement shall will be subject to Section 14.10considered dissolved by the Parties. (f) Each Party shall be responsible for all travel and related costs and expenses for its members and other representatives to attend meetings of, and otherwise participate on, the JRC.

Joint Research Committee. (a) Within [***] days after following the Effective Date, the Parties shall will establish and have the first meeting of a joint research committee Joint Research Committee (the “Joint Research Committee” or “JRC”). The JRC shall consist , which will have responsibility to manage and oversee the activities set out in the Nonclinical Workplan, and the following: (i) provide a forum to facilitate communication between the Parties; (ii) make development decisions contemplated in the Nonclinical Workplan, including amendments to the Nonclinical Workplan and Budget (including an update of quarterly Research Funding forecast in the next [***] representatives with voting rights from each of ]; and (iii) carry out such other duties as are specifically assigned to the PartiesJRC under this Agreement, each with the requisite experience and seniority to enable such person to make decisions on behalf of or as agreed by the Parties with respect in writing from time to the Research Plan and time. (b) The JRC will be comprised of an equal number of representatives of each Party’s Research Activities, with each Party having three (3) representatives on the JRC at all times. Each representative (or any alternate to such representative) will be a director, officer, employee or consultant of the applicable Party or one (1) voteof its Affiliates having expertise appropriate for the function and purpose of the JRC and to address all strategic questions which the JRC is reasonably expected to address in accordance with this Agreement. From The initial representatives of Xxxxxxxx and Xxx on the JRC are listed in Schedule D attached hereto. Each Party may replace its representatives on the JRC from time to time, each Party may substitute one (1) or more of time in its representatives to the JRC on discretion with prior written notice to the other Party. The chair and the co-chair All members of the JRC shall will be one of the Indivior and Addex voting representatives on the JRC, respectively. From time subject to time, Indivior or Addex may change the representative who will serve as chairperson or co-chair, respectively, upon written notice confidentiality obligations commensurate in scope to the other Party. (b) The JRC shall provide strategic direction for, and monitor, manage, coordinate and oversee provisions of Article 9. Non-voting observers who are subject to written confidentiality obligations commensurate in scope to the conduct of, the Research Activities by the Parties under the Research Plan. In particular, provisions of Article 9 may be invited to the JRC shall: (i) serve meetings, as a forum for discussing the proposed Research Activities and periodically review the Research Plan, and review and approve amendments thereto; (ii) oversee mutually agreed by the Parties’ performance of the Research Plan; (iii) obtain and review each Party’s written reports detailing the progress of its activities under the Research Plan; and (iv) perform such other functions as are set forth herein or as the Parties may mutually agree in writing, except where in conflict with any provision of this AgreementJRC representatives. (c) During the Research Term, the JRC shall meet [***], with the location of such meetings alternating between locations designated by Addex and locations designated by Indivior, provided that such meetings may be held via telephone conference upon mutual agreement of the Parties. The chairperson in collaboration with the co-chair of the JRC shall (the “JRC Chair”) will change each meeting and be alternately appointed by Xxxxxxxx and Xxx, beginning with a Xxxxxxxx appointee for the first meeting of the JRC. The JRC Chair will be responsible for calling coordinating meetings on no less than [***] days’ notice of the JRC and the chairperson and co-chair shall collaborate to prepare preparing an agenda for circulation in advance of each such meeting. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items at least [***] days in advance of the applicable meeting; provided, that under exigent circumstances requiring input by the JRC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting. The chairperson and co-chair of JRC Chair will have no greater authority on the JRC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JRCany other representative. (d) The JRC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum will oversee execution of the JRC shall exist whenever there is present at a meeting at least one (1) voting representative appointed by each Party. Representatives of the Parties on the JRC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowedNonclinical Workplan. The JRC shall take action by consensus will be dissolved upon expiration of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JRC may attend meetings of the JRC; provided, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JRC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 13Research Term. (e) If From time to time, the JRC cannotmay establish and delegate duties to other committees, sub-committees or does notdirected teams (each, reach consensus a “Working Group”) on any matter relating an “as-needed” basis to Research Activities oversee particular projects or activities (e.g., an Intellectual Property Working Group, CMC Working Group, etc.). A Working Group may be established on an ad hoc basis for the Research Plan within [***] days after such dispute or lack purpose of consensus was raised at overseeing a JRC meeting, then such dispute shall specific project. Each Working Group and its activities will be escalated subject to the CEO oversight, review and approval of, and will report to, the JRC. In no event will the authority of each Party, who shall amicably and in good faith attempt to resolve the dispute. The Parties acknowledge that, notwithstanding the creation a Working Group exceed that of the JRC, each Party shall retain the rights, powers and discretion granted to it hereunder. The Parties further acknowledge that the JRC shall not have the power to amend this Agreement and that any amendments to this Agreement shall be subject to Section 14.10. (f) Each Party shall be responsible for all travel and related costs and expenses for its members and other representatives to attend meetings of, and otherwise participate on, the JRC.