Common use of Meetings and Procedures Clause in Contracts

Meetings and Procedures. 2.1 The chairman shall convene the meetings of the management committee. Meetings shall be held at least once every three (3) months, unless the Members unanimously otherwise decide. A Member may himself convene a meeting if the chairman does not comply with a request to do so. A notice of a meeting shall be received by the Members at least ten (10) working days in advance of the meeting. The notice shall at least state the time and place for the meeting and the agenda as well as draft decisions along with requisite background materials. A Member may, on at least five (5) working days' notice to the chairman and the other Members, demand that other matters be added to the agenda for the meeting. Matters not included in the agenda may only be acted upon at the meeting provided that all Members agree. 2.2 A Member of the management committee may be accompanied by the necessary expert personnel. Their number may be limited by the management committee. The management committee may also determine that members only shall be present when a proposal is to be voted on. 2.3 The chairman shall see to it that minutes of the meetings are made. Copies of the minutes of meetings shall be submitted to the Members within fourteen (14) working days. Each Member shall with no undue delay inform the chairman whether the minutes are approved and shall, as appropriate, specify such corrections or additions as he proposes. Information concerning corrections and additions shall at the same time be given to the other Members. If the chairman has not received any notification from a Member within fourteen (14) working days following his receipt of the minutes, that Member shall be assumed to have approved the minutes. The chairman shall ensure that approved minutes are signed by the Members, and that copies of the original are submitted to the Members within 14 working days after it was signed. The management committee may decide that a confirmation by the parties shall have the same effect as signature. In such a case, the chairman shall note on the minutes that such confirmation has been given. 2.4 If, as a result of an unexpected occurrence there is no time to convene a meeting, the chairman may by electronic communication, telefax or other notices in writing to the Members submit a motion for a decision in the management committee. The same procedure may also be applied if the chairman determines that it is not necessary to convene a meeting in order to adopt a decision. Such notice from the chairman shall contain draft decisions with sufficient background material, as well as specifying the time limit for voting. The voting results shall immediately be reported to the Members in writing.

Meetings and Procedures. 2.1 The chairman Joint Development Committee shall convene its first meeting within thirty (30) days after the Effective Date. During the Collaboration Term, Joint Development Committee meetings of the management committee. Meetings shall be held at least once every three (3) months[…***…], unless and may also meet more frequently as and to the Members unanimously otherwise decideextent agreed by the Parties or if reasonably required by MorphoSys. A Member may himself convene a meeting if After expiration of the chairman does not comply with a request to do so. A notice of a meeting Collaboration Term, meetings shall be received held at least every […***…] ([…***…])[…***…] and may also be held more frequently as and to the extent agreed by the Members Parties. Joint Development Committee meetings may be held in person or by videoconference or teleconference, as the Parties may agree, except that at least ten one (101) working days meeting per year shall be in advance person. In-person meetings shall alternate between the Parties’ respective facilities. In addition to its Joint Development Committee representatives a Party may have other personnel attend Joint Development Committee meetings but not to exceed eight (8) participants per Party. During the Collaboration Term, the Joint Development Committee shall be chaired by […***…] and […***…] of the meeting. The notice Joint Development Committee, […***…], and the chairperson and co-chairperson of the Joint Development Committee shall at least state the time and place be responsible for the providing an agenda for each meeting and for preparing written minutes of each meeting for approval by each Party’s Joint Development Committee representatives. MorphoSys and Xencor shall each bear all expenses, including travel expenses, of their respective JDC members related to their participation in the agenda as well as draft decisions along with requisite background materialsJDC. A Member may, on at least five In the event Xencor (5a) working days' notice to the chairman undergoes an M&A Event and the other Members, demand that other matters be added party to the agenda M&A Event, respectively, at that time (i) develops an enhanced B-cell cytotoxic anti-CD19-antibody or (ii) files or has filed an IND in any oncology indication for any Antibody of the meeting[…***…], or (b) itself or its Other Licensee files or has filed an IND in any oncology indication for any Antibody of the […***…], then the JDC shall be discontinued. Matters not included In the event MorphoSys enters into a Sublicense agreement after expiration of the Collaboration Term, the Joint Development Committee shall only continue to meet if the Sublicense provides for a committee between MorphoSys and its Sublicensee for discussion of development of Licensed Antibody(ies) and/or Licensed Products. The Joint Development Committee shall then meet with the same frequency as set out in the agenda Sublicense regarding the committee meetings between MorphoSys and Sublicensee. If allowed by the Sublicense, Xencor may only be acted upon at participate in such committee meetings according to the meeting provided that all Members agree. 2.2 A Member terms of the management Sublicense. If Xencor’s participation in such committee may be accompanied meetings is not allowed by the necessary expert personnel. Their number may be limited by the management committee. The management committee may also determine that members only shall be present when a proposal is to be voted on. 2.3 The chairman shall see to it that minutes of the meetings are made. Copies of the minutes of meetings shall be submitted to the Members within fourteen (14) working days. Each Member shall with no undue delay inform the chairman whether the minutes are approved and shall, as appropriate, specify such corrections or additions as he proposes. Information concerning corrections and additions shall at the same time be given to the other Members. If the chairman has not received any notification from a Member within fourteen (14) working days following his receipt of the minutes, that Member shall be assumed to have approved the minutes. The chairman shall ensure that approved minutes are signed by the Members, and that copies of the original are submitted to the Members within 14 working days after it was signed. The management committee may decide that a confirmation by the parties shall have the same effect as signature. In such a caseSublicense, the chairman Joint Development Committee shall note on the minutes that such confirmation has been givenmeet within […***…] following each respective committee meeting between MorphoSys and its Sublicensee. 2.4 If, as a result of an unexpected occurrence there is no time to convene a meeting, the chairman may by electronic communication, telefax or other notices in writing to the Members submit a motion for a decision in the management committee. The same procedure may also be applied if the chairman determines that it is not necessary to convene a meeting in order to adopt a decision. Such notice from the chairman shall contain draft decisions with sufficient background material, as well as specifying the time limit for voting. The voting results shall immediately be reported to the Members in writing.

Meetings and Procedures. 2.1 (i) The chairman Development Committee shall convene the meetings of the management committee. Meetings shall be held meet at least once every three per calendar quarter, and more frequently at the reasonable request of either Party or as required to discuss and make efforts to resolve disputes, disagreements or deadlocks of the Development Committee, on such dates, and at such places and times, as the Parties shall agree; provided, however, that the Parties shall use their Commercially Reasonable Efforts to cause the first meeting of the Development Committee to occur within thirty (330) months, unless days after the Members unanimously otherwise decideEffective Date. A Member may himself convene The two Co-Chairs shall cooperate to send a notice and agenda for each meeting if of the chairman does not comply with a request Development Committee to do so. A notice all members of a meeting shall be received by the Members at least ten (10) working days Development Committee reasonably in advance of the meeting. The notice location of regularly-scheduled Development Committee meetings shall at least state alternate between the offices of the Parties, unless otherwise agreed. The members of the Development Committee also may convene or be polled or consulted from time to time by means of telephone conference, video conference, electronic mail or correspondence and place for the like, as deemed necessary or appropriate by the Co-Chairs. The Party hosting any Development Committee meeting shall appoint one person (who need not be a member of the Development Committee) to attend the meeting and record the agenda as well as draft decisions along with requisite background materials. A Member may, on at least five (5) working days' notice to the chairman and the other Members, demand that other matters be added to the agenda for the meeting. Matters not included in the agenda may only be acted upon at the meeting provided that all Members agree. 2.2 A Member of the management committee may be accompanied by the necessary expert personnel. Their number may be limited by the management committee. The management committee may also determine that members only shall be present when a proposal is to be voted on. 2.3 The chairman shall see to it that minutes of the meetings are mademeeting in writing. Copies Such minutes shall be circulated to the members of the minutes Development Committee promptly following the meeting for review and comment. (ii) Alfacell agrees to keep the Development Committee reasonably informed in respect of meetings its conduct of the Development Program pursuant to its authority and responsibility set forth in Section 3.1, and in particular Alfacell shall provide the Development Committee with information related to the overall progress of the Development Program. Upon the request of Par’s members, Alfacell shall provide copies and updates of its development plans to the Development Committee. Par’s members shall provide advice, suggestions and constructive feedback on the Development Program. Additionally, Alfacell shall promptly notify the Development Committee if, during the Term, it discovers any new, reproducible uses for Ranpirnase in the Field which have been confirmed by Alfacell and/or are the subject of an invention disclosure or draft patent application, and relevant information related thereto (as such information provided by Alfacell shall be submitted deemed Alfacell Information hereunder). (iii) The Development Committee has no decision-making authority except as expressly set forth herein. Subject to Section 3.7, the final protocol design for any Phase III Clinical Trials for any Future Indication, including any material modification thereof (the “Material Development Decision”), shall be determined by a vote of the Development Committee. All decisions of the Development Committee shall be made by unanimous vote or unanimous written consent of both Parties, with each Party having, collectively among its respective designees, one vote in all decisions. The members of the Development Committee shall use Commercially Reasonable Efforts to decide all matters assigned to the Members Development Committee under this Agreement or otherwise referred to it by mutual agreement of the Parties; provided, however, that if the members of the Development Committee are unable to make a decision by unanimous vote or unanimous written consent within fourteen ten (1410) working days. Each Member shall with no undue delay inform the chairman whether the minutes are approved and shalldays after commencing discussions regarding such decision, as appropriate, specify such corrections or additions as he proposes. Information concerning corrections and additions shall at the same time be given if Development Program timing constraints make submission of any matter to the other Members. If the chairman has not received any notification from a Member within fourteen (14) working days following his receipt of the minutesDevelopment Committee impracticable, that Member shall be assumed to have approved the minutes. The chairman shall ensure that approved minutes are signed by the Members, and that copies of the original are submitted to the Members within 14 working days after it was signed. The management committee may decide that a confirmation by the parties then Alfacell shall have the same effect as signature. In final decision-making authority with respect to such decision, except (A) in respect of the Material Development Decision, and/or (B) in respect of the Development Committee’s recommendation that Alfacell should not pursue a caserecombinant source of Ranpirnase, wherein any final decision not to pursue a recombinant source of Ranpirnase shall require the chairman shall note on the minutes that such confirmation has been givenwritten approval of both Parties. 2.4 If, as a result of an unexpected occurrence there is no time to convene a meeting, the chairman may by electronic communication, telefax or other notices in writing to the Members submit a motion for a decision in the management committee. The same procedure may also be applied if the chairman determines that it is not necessary to convene a meeting in order to adopt a decision. Such notice from the chairman shall contain draft decisions with sufficient background material, as well as specifying the time limit for voting. The voting results shall immediately be reported to the Members in writing.

Meetings and Procedures. 2.1 The chairman shall convene the meetings of the management committee. Meetings shall be held at least once every three (3) months, unless the Members unanimously otherwise decide. A Member may himself convene a meeting if the chairman does not comply with a request to do so. A notice of a meeting shall be received by the Members at least ten (10) working days in advance of the meeting. The notice shall at least state the time and place for the meeting and the agenda as well as draft decisions along with requisite background materials. A Member may, on at least five (5) working days' notice to the chairman and the other Members, demand that other matters be added to the agenda for the meeting. Matters not included in the agenda may only be acted upon at the meeting provided that all Members agree. 2.2 . A Member of the management committee may be accompanied by the necessary expert personnel. Their number may be limited by the management committee. The management committee may also determine that members only shall be present when a proposal is to be voted on. 2.3 . The chairman shall see to it that minutes of the meetings are made. Copies of the minutes of meetings shall be submitted to the Members within fourteen (14) working days. Each Member shall with no undue delay inform the chairman whether the minutes are approved and shall, as appropriate, specify such corrections or additions as he proposes. Information concerning corrections and additions shall at the same time be given to the other Members. If the chairman has not received any notification from a Member within fourteen (14) working days following his receipt of the minutes, that Member shall be assumed to have approved the minutes. The chairman shall ensure that approved minutes are signed by the Members, and that copies of the original are submitted to the Members within 14 working days after it was signed. The management committee may decide that a confirmation by the parties shall have the same effect as signature. In such a case, the chairman shall note on the minutes that such confirmation has been given. 2.4 . If, as a result of an unexpected occurrence there is no time to convene a meeting, the chairman may by electronic communication, telefax or other notices in writing to the Members submit a motion for a decision in the management committee. The same procedure may also be applied if the chairman determines that it is not necessary to convene a meeting in order to adopt a decision. Such notice from the chairman shall contain draft decisions with sufficient background material, as well as specifying the time limit for voting. The voting results shall immediately be reported to the Members in writing. THE OPERATOR The Operator shall carry out and administer the day to day management of the joint venture activities. The activities shall be carried out in accordance with the terms of this Agreement, the decisions of the management committee, the conditions specified in the Production Licence, applicable law and other resolutions made by the authorities. The Operator shall in its capacity as such neither have profit nor loss through the execution of its duties, unless otherwise provided in this Agreement. Unless otherwise specified, the Operator shall act on behalf of the Parties of the joint venture. This includes the rights and obligations to obtain all necessary consents, approvals and licences, to enter into requisite agreements in the name of and on behalf of the joint venture, and to make timely payments in accordance with the Agreement of all expenses incurred from the activities for the Parties of the joint venture. The Operator shall prepare the matters that are to be considered by the management committee. He shall keep the management committee informed of events and circumstances which may be of importance to the joint venture. The Operator's organization of the activities shall enable the management committee and the Parties to supervise and, moreover, have access in Norway to all information concerning the activities. Reports and other information concerning the activities shall be prepared and submitted to the management committee as soon as such information is available, or as often as the management committee or one of the Parties reasonably makes a request for it. Such information shall, inter alia, include: Copies of logs, copies of records on drilling operations, copies of reports on testing analysis etc, copies of the "final well report" with the "composite log", copies of all geological and geophysical reports, maps in connection with work carried out by the Operator or by contractors engaged by the Operator, with the exception of magnetic tapes. Such magnetic tapes shall be stored by the Operator in Norway and made available to all Parties upon request, field and well data, including reservoir studies and evaluations of reserves, cores and samples of stones and liquids from the drilling xxxxx. Samples and cores left after distribution to the Parties and Norwegian authorities shall be stored in Norway, copies of detailed final reports for each completed well and reports of subsequent alterations and reparations, including the result from completed functional tests and the "flow test", copies of daily and periodic reports on exploration, development, maintenance, production and other activities. The reports shall, inter alia, contain information on problems or accidents, with a statement of the cause and a description of repair work. The reports for the development phase shall, inter alia, provide a summary of the progress. The production reports shall, inter alia, contain information concerning the quantity and quality of the Petroleum produced, copies of contingency plans, safety manuals, safety and accident reports, a chart of the Operator's organization and of how the Operator, the contractors and the subcontractors at any time man their organization with regard to activities under this Agreement, copies of evaluations and reports on technical, economical as well as other issues in connection with the activities, copies of reports submitted to the Norwegian authorities by the Operator, and copies of minutes and correspondence between the Operator and the Norwegian authorities regarding the activities under this Agreement, and periodic development and status reports. Such reports shall give account for any substantial deviations from the approved budget and work program, The Operator may also be required to prepare amendments or supplements to the available information. If the joint venture or any of the Parties sustain losses arising from the Operator's performance of its functions as an operator, the Operator shall only be liable for such losses provided it is the result of wilful misconduct or gross negligence by the management or supervisory personnel of the Operator or any of its Affiliated companies. The Operator shall under no circumstances be liable for losses caused by delay in or stop of production. Nor is the Operator liable for any loss suffered by the Parties in connection with damages to third parties caused by a spill of Petroleum outside the safety zone in excess of the loss the Operator suffers as a Party. The same limitation of liability shall apply to a Party performing the Operator's functions in its place. CHANGE OF OPERATOR The Operator may resign as operator on six (6) months' written notice. The management committee may, subject to the Ministry's consent, direct the Operator to continue until another company is ready to take over the operatorship. The management committee may remove the Operator. The reason for the removal shall be stated and shall be subject to six (6) months' notice. Before a decision concerning such removal may be adopted, the Operator shall be given the opportunity to express its views in a management committee meeting. The Operator is not entitled to vote on the proposal to remove him. The adoption of any such proposal requires the unanimous vote of the Members of the management committee who are entitled to vote. Subject to the consent of the Ministry, a removal of the Operator may take place with immediate effect provided that: The Operator's management or supervisory personnel has caused an economic loss to the Parties as the result of willful misconduct or gross negligence, the Operator or any of his Affiliated companies is declared bankrupt, applies for a composition with its creditors or becomes insolvent, any of the Operator's Affiliated companies, as referred to in sub-section 14 litra a) of the definitions herein, is dissolved, or the Operator transfers his Participating interest or a substantial part thereof, to another entity. The Operator shall cooperate with the new operator with regard to the transfer of the operatorship. If a change of Operator has taken place, the management committee shall ensure that the joint accounts are audited and that all equipment, supplies etc. provided by the Operator for the joint activities shall be inventoried. Stored Petroleum shall also be recorded. The Operator shall, no later than at the time of change of operator and without compensation therefor, hand over to the new operator: All contracts/agreements, assets, core samples, log studies, records, data etc. which have been in the Operator's custody, all information and data necessary for accurate reporting during the period the change of operator is taking place, books of account, accounting records and accounts concerning the joint activities. The retiring Operator shall, however, keep verifications etc. for control purposes for as long as this Agreement remains in effect and, thereafter, for such a period of time as required by law or the management committee, and copies of documents which are retained by the Operator. The Operator shall be liable to the other Parties for the expenses connected to the change of operator if the Operator has been removed in accordance with Article 4.1 or Article 4.2 third paragraph litra a) through d). The management committee shall within sixty (60) days following a notice of change of operator submit a proposal for a new operator to the Ministry. Failing such notice, or if the Ministry does not approve the proposed operator, the Ministry may appoint a new operator. PARTNER FORUM The Operator shall establish a partner forum (Partner Forum) for joint ventures having the same operator. Each participant in the joint ventures shall appoint one member and one alternate member, and may at any time make new appointments. The Operator's member shall be the chairman of the Partner Forum. In his absence, his alternate member shall act as chairman. The chairman shall convene the meetings of the Partner Forum. A meeting shall be held at least once a Year, and in any case a meeting shall be held before the Operator submits his proposal for work program and budget according to Article 12, but in any case no later than 15 September. A notice of a meeting must be received by the participants at least ten (10) working days in advance of the meeting. The notice shall state the time and place for the meeting and the agenda as well as requisite background materials. A participant may, giving at least five (5) working days' notice to the chairman and the other participants, demand that other matters, cf. Article 5.5, be added to the agenda for the meeting. Matters not included in the agenda may only be acted upon in the meeting provided that all licensees are attending the Partner Forum and agree that the matter may be raised in the meeting. The individual joint venture may, following a decision by the management committee, demand that the chairman of the Partner Forum convene a meeting to deal with matters stated in Article 5.5. In matters relating to unsettled audit claims, the chairman shall convene a Partner Forum to handle claims according to provisions of Attachment B – Accounting Agreement. In the Partner Forum, matters shall be subject to common discussions. The Partner Forum has no authority to make decisions. The Partner Forum shall deal with matters that are common to all the joint ventures of the Operator concerning the Operator's charging of costs and other matters of common interest within the scope of the provisions of Attachment A – Joint Operation Agreement, Attachment B – Accounting Agreement and applicable legislation. Such matters comprise, among others: The Operator's allocation methods for the charging of costs, criteria for charging of the Operator's costs to the Joint Account and the Operator's own costs, the Operator's hourly rates, efficiency measures and stretch targets; benchmarking of the Operator's costs, reorganization or restructuring costs that the Operator proposes to charge to all joint ventures according to rules set forth in Attachment B – Accounting Agreement, and unsettled audit claims from a multi-venture audit of the Operator according to procedures set forth in Attachment B - Accounting Agreement. The Operator and the other licensees shall seek to find solutions to the matters raised in the Partner Forum and implement such solutions in the individual joint ventures. When matters are dealt with in the Partner Forum, the members may be assisted by expert personnel as needed. The number of such personnel may be limited by the Partner Forum. The chairman shall ensure that minutes of the meetings are kept. The minutes shall be sent to the members within fourteen (14) working days. The members shall notify the chairman without undue delay of whether the minutes are approved and shall, as appropriate, specify any corrections or additions required. Information concerning corrections and additions shall at the same time be given to the other Members If the chairman has not received any notification from a member within fourteen (14) working days of the member’s receipt of the minutes, the member shall be assumed to have approved the minutes. The chairman shall ensure that approved minutes are signed by the members and that copies of the signed original document are sent to them within fourteen (14) days of its signature. Any written or electronic confirmation by members shall have the same effect as a signature. In such case, the chairman shall duly note such confirmation on the minutes.

Meetings and Procedures. 2.1 The chairman shall convene the meetings of the management committee. Meetings shall be held at least once every three (3) months, unless the Members unanimously otherwise decide. A Member may himself convene a meeting if the chairman does not comply with a request to do so. A notice of a meeting shall be received by the Members at least ten (10) working days in advance of the meeting. The notice shall at least state the time and place for the meeting and the agenda as well as draft decisions along with requisite background materials. A Member may, on at least five (5) working days' notice to the chairman and the other Members, demand that other matters be added to the agenda for the meeting. The aforementioned notice periods may only be waived with the unanimous consent of the Members. Matters not included in the agenda may only be acted upon at the meeting provided that all Members agree. 2.2 A Member of the management committee may be accompanied by the necessary expert personnel. Their number may be limited by the management committee. The management committee may also determine that members only shall be present when a proposal is to be voted on. 2.3 The chairman shall see to it that minutes of the meetings are made. Copies of the minutes of meetings shall be submitted to the Members within fourteen (14) working days. Each Member shall with no undue delay inform the chairman whether the minutes are approved and shall, as appropriate, specify such corrections or additions as he proposes. Information concerning corrections and additions shall at the same time be given to the other Members. If the chairman has not received any notification from a Member within fourteen (14) working days following his receipt of the minutes, that Member shall be assumed to have approved the minutes. The chairman shall ensure that approved minutes are signed by the Members, and that copies of the original are submitted to the Members within 14 working days after it was signed. The management committee may decide that a confirmation by the parties shall have the same effect as signature. In such a case, the chairman shall note on the minutes that such confirmation has been given. 2.4 If, as a result of an unexpected occurrence there is no time to convene a meeting, the chairman may by electronic communication, telefax or other notices in writing to the Members submit a motion for a decision in the management committee. The same procedure may also be applied if the chairman determines that it is not necessary to convene a meeting in order to adopt a decision. Such notice from the chairman shall contain draft decisions with sufficient background material, as well as specifying the time limit for voting. The voting results shall immediately be reported to the Members in writing.

Meetings and Procedures. 2.1 3.1.2.1 The chairman Executive Committee shall convene the meetings of the management committee. Meetings shall be held meet at least once every three per calendar quarter, and more frequently at the request of either Party or as required to resolve disputes, disagreements or deadlocks, on such dates, and at such places and times, as the Parties shall agree; provided that the Parties shall use their Commercially Reasonable Efforts to cause the first meeting of the Executive Committee to occur within thirty (330) months, unless days after the Members unanimously otherwise decideEffective Date. A Member may himself convene The two Co-Chairs shall cooperate to send a notice and agenda for each meeting if of the chairman does not comply with a request Executive Committee to do so. A notice all members of a meeting shall be received by the Members at least ten (10) working days Executive Committee reasonably in advance of the meeting. The notice location of regularly-scheduled Executive Committee meetings shall at least state alternate between the offices of the Parties, unless otherwise agreed. The members of the Executive Committee also may convene or be polled or consulted from time to time by means of telephone conference, video conference, electronic mail or correspondence and place for the like, as deemed necessary or appropriate by the Co-Chairs. The Party hosting any Executive Committee meeting shall appoint one person (who need not be a member of the Executive Committee) to attend the meeting and record the agenda as well as draft decisions along with requisite background materials. A Member may, on at least five (5) working days' notice to the chairman and the other Members, demand that other matters be added to the agenda for the meeting. Matters not included in the agenda may only be acted upon at the meeting provided that all Members agree. 2.2 A Member of the management committee may be accompanied by the necessary expert personnel. Their number may be limited by the management committee. The management committee may also determine that members only shall be present when a proposal is to be voted on. 2.3 The chairman shall see to it that minutes of the meetings are mademeeting [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. Copies ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 10 -------------------------------------------------------------------------------- in writing. Such minutes shall be circulated to the members of the minutes Executive Committee promptly following the meeting for review and comment. 3.1.2.2 All decisions of meetings the Executive Committee shall be submitted made by unanimous vote or unanimous written consent of both Parties, with each Party having, collectively, among its respective designees, one vote in all decisions. The members of the Executive Committee shall use Commercially Reasonable Efforts to decide all matters assigned to the Members within fourteen (14) working days. Each Member shall with no undue delay inform the chairman whether the minutes are approved and shall, as appropriate, specify such corrections Executive Committee under this Agreement or additions as he proposes. Information concerning corrections and additions shall at the same time be given otherwise referred to the other Members. If the chairman has not received any notification from a Member within fourteen (14) working days following his receipt it by mutual agreement of the minutes, Parties. Any matter that Member is not decided shall be assumed subject to have approved the minutes. The chairman shall ensure that approved minutes are signed resolution by the Members, and that copies chief executive officers of the original are submitted Parties pursuant to the Members within 14 working days after it was signed. The management committee may decide that a confirmation Section 17.1 and, thereafter, by the parties shall have the same effect as signature. In such a case, the chairman shall note on the minutes that such confirmation has been givenarbitration in accordance with Section 17.2.2. 2.4 If, as a result of an unexpected occurrence there is no time to convene a meeting, the chairman may by electronic communication, telefax or other notices in writing to the Members submit a motion for a decision in the management committee. The same procedure may also be applied if the chairman determines that it is not necessary to convene a meeting in order to adopt a decision. Such notice from the chairman shall contain draft decisions with sufficient background material, as well as specifying the time limit for voting. The voting results shall immediately be reported to the Members in writing.

Meetings and Procedures. 2.1 The chairman Joint Development Committee shall convene its first meeting within thirty (30) days after the Effective Date. During the Collaboration Term, Joint Development Committee meetings of the management committee. Meetings shall be held at least once every three (3) months[…***…], unless and may also meet more frequently as and to the Members unanimously otherwise decideextent agreed by the Parties or if reasonably required by MorphoSys. A Member may himself convene a meeting if After expiration of the chairman does not comply with a request to do so. A notice of a meeting Collaboration Term, meetings shall be received held at least every […***…] and may also be held more frequently as and to the extent agreed by the Members Parties. Joint Development Committee meetings may be held in person or by videoconference or teleconference, as the Parties may agree, except that at least ten one (101) working days meeting per year shall be in advance person. In-person meetings shall alternate between the Parties’ respective facilities. In addition to its Joint Development Committee representatives a Party may have other personnel attend Joint Development Committee meetings but not to exceed eight (8) participants per Party. During the Collaboration Term, the Joint Development Committee shall be chaired by […***…] and […***…] of the meeting. The notice Joint Development Committee, […***…], and the chairperson and co-chairperson of the Joint Development Committee shall at least state the time and place be responsible for the providing an agenda for each meeting and for preparing written minutes of each meeting for approval by each Party’s Joint Development Committee representatives. MorphoSys and Xencor shall each bear all expenses, including travel expenses, of their respective JDC members related to their participation in the agenda as well as draft decisions along with requisite background materialsJDC. A Member may, on at least five In the event Xencor (5a) working days' notice to the chairman undergoes an M&A Event and the other Members, demand that other matters be added party to the agenda M&A Event, respectively, at that time (i) develops an enhanced B-cell cytotoxic anti-CD19-antibody or (ii) files or has filed an IND in any oncology indication for any Antibody of the meetingXmAb5871 Program, or (b) itself or its Other Licensee files or has filed an IND in any oncology indication for any Antibody of the XmAb5871 Program, then the JDC shall be discontinued. Matters not included In the event MorphoSys enters into a Sublicense agreement after expiration of the Collaboration Term, the Joint Development Committee shall only continue to meet if the Sublicense provides for a committee between MorphoSys and its Sublicensee for discussion of development of Licensed Antibody(ies) and/or Licensed Products. The Joint Development Committee shall then meet with the same frequency as set out in the agenda Sublicense regarding the committee meetings between MorphoSys and Sublicensee. If allowed by the Sublicense, Xencor may only be acted upon at participate in such committee meetings according to the meeting provided that all Members agree. 2.2 A Member terms of the management Sublicense. If Xencor’s participation in such committee may be accompanied meetings is not allowed by the necessary expert personnel. Their number may be limited by the management committee. The management committee may also determine that members only shall be present when a proposal is to be voted on. 2.3 The chairman shall see to it that minutes of the meetings are made. Copies of the minutes of meetings shall be submitted to the Members within fourteen (14) working days. Each Member shall with no undue delay inform the chairman whether the minutes are approved and shall, as appropriate, specify such corrections or additions as he proposes. Information concerning corrections and additions shall at the same time be given to the other Members. If the chairman has not received any notification from a Member within fourteen (14) working days following his receipt of the minutes, that Member shall be assumed to have approved the minutes. The chairman shall ensure that approved minutes are signed by the Members, and that copies of the original are submitted to the Members within 14 working days after it was signed. The management committee may decide that a confirmation by the parties shall have the same effect as signature. In such a caseSublicense, the chairman Joint Development Committee shall note on the minutes that such confirmation has been givenmeet within […***…] following each respective committee meeting between MorphoSys and its Sublicensee. 2.4 If, as a result of an unexpected occurrence there is no time to convene a meeting, the chairman may by electronic communication, telefax or other notices in writing to the Members submit a motion for a decision in the management committee. The same procedure may also be applied if the chairman determines that it is not necessary to convene a meeting in order to adopt a decision. Such notice from the chairman shall contain draft decisions with sufficient background material, as well as specifying the time limit for voting. The voting results shall immediately be reported to the Members in writing.

Meetings and Procedures. 2.1 The chairman Joint Development Committee shall convene its first meeting within thirty (30) days after the Effective Date. During the Collaboration Term, Joint Development Committee meetings of the management committee. Meetings shall be held at least once every three (3) months[…***…], unless and may also meet more frequently as and to the Members unanimously otherwise decideextent agreed by the Parties or if reasonably required by MorphoSys. A Member may himself convene a meeting if After expiration of the chairman does not comply with a request to do so. A notice of a meeting Collaboration Term, meetings shall be received held at least every […***…] ([…***…])[…***…] and may also be held more frequently as and to the extent agreed by the Members Parties. Joint Development Committee meetings may be held in person or by videoconference or teleconference, as the Parties may agree, except that at least ten one (101) working days meeting per year shall be in advance person. In-person meetings shall alternate between the Parties’ respective facilities. In addition to its Joint Development Committee representatives a Party may have other personnel attend Joint Development Committee meetings but not to exceed eight (8) participants per Party. During the Collaboration Term, the Joint Development Committee shall be chaired by […***…] and […***…] of the meeting. The notice Joint Development Committee, […***…], and the chairperson and co-chairperson of the Joint Development Committee shall at least state the time and place be responsible for the providing an agenda for each meeting and for preparing written minutes of each meeting for approval by each Party’s Joint Development Committee representatives. MorphoSys and Xencor shall each bear all expenses, including travel expenses, of their respective JDC members related to their participation in the agenda as well as draft decisions along with requisite background materialsJDC. A Member may, on at least five In the event Xencor (5a) working days' notice to the chairman undergoes an M&A Event and the other Members, demand that other matters be added party to the agenda M&A Event, respectively, at that time (i) develops an enhanced B-cell cytotoxic anti-CD19-antibody or (ii) files or has filed an IND in any oncology indication for any Antibody of the meetingXmAb5871 Program, or (b) itself or its Other Licensee files or has filed an IND in any oncology indication for any Antibody of the XmAb5871 Program, then the JDC shall be discontinued. Matters not included In the event MorphoSys enters into a Sublicense agreement after expiration of the Collaboration Term, the Joint Development Committee shall only continue to meet if the Sublicense provides for a committee between MorphoSys and its Sublicensee for discussion of development of Licensed Antibody(ies) and/or Licensed Products. The Joint Development Committee shall then meet with the same frequency as set out in the agenda Sublicense regarding the committee meetings between MorphoSys and Sublicensee. If allowed by the Sublicense, Xencor may only be acted upon at participate in such committee meetings according to the meeting provided that all Members agree. 2.2 A Member terms of the management Sublicense. If Xencor’s participation in such committee may be accompanied meetings is not allowed by the necessary expert personnel. Their number may be limited by the management committee. The management committee may also determine that members only shall be present when a proposal is to be voted on. 2.3 The chairman shall see to it that minutes of the meetings are made. Copies of the minutes of meetings shall be submitted to the Members within fourteen (14) working days. Each Member shall with no undue delay inform the chairman whether the minutes are approved and shall, as appropriate, specify such corrections or additions as he proposes. Information concerning corrections and additions shall at the same time be given to the other Members. If the chairman has not received any notification from a Member within fourteen (14) working days following his receipt of the minutes, that Member shall be assumed to have approved the minutes. The chairman shall ensure that approved minutes are signed by the Members, and that copies of the original are submitted to the Members within 14 working days after it was signed. The management committee may decide that a confirmation by the parties shall have the same effect as signature. In such a caseSublicense, the chairman Joint Development Committee shall note on the minutes that such confirmation has been givenmeet within […***…] following each respective committee meeting between MorphoSys and its Sublicensee. 2.4 If, as a result of an unexpected occurrence there is no time to convene a meeting, the chairman may by electronic communication, telefax or other notices in writing to the Members submit a motion for a decision in the management committee. The same procedure may also be applied if the chairman determines that it is not necessary to convene a meeting in order to adopt a decision. Such notice from the chairman shall contain draft decisions with sufficient background material, as well as specifying the time limit for voting. The voting results shall immediately be reported to the Members in writing.

Meetings and Procedures. 2.1 6.1 The chairman shall convene the meetings of the management committeeManagement Committee. Meetings shall be held at least once every three (3) months, unless the Members unanimously otherwise decide. A Member may himself convene a meeting if the chairman does not comply with a request to do so. A notice of a meeting shall be received by the Members at least ten (10) working days in advance of the meeting. The notice shall at least state the time and place for the meeting and the agenda as well as draft decisions along with requisite background materials. A Member may, on at least five (5) working days' notice to the chairman and the other Members, demand that other matters be added to the agenda for the meeting. Matters not included in the agenda may only be acted upon at the meeting provided that all Members agree. 2.2 6.2 A Member of the management committee Management Committee may be accompanied by the necessary expert personnel. Their number may be limited by the management committeeManagement Committee. The management committee Management Committee may also determine that members Members only shall be present when a proposal is to be voted on. 2.3 6.3 The chairman shall see to it that minutes of the meetings are made. Copies of the minutes of meetings shall be submitted to the Members within fourteen (14) working days. Each Member shall with no undue delay inform the chairman whether the minutes are approved and shall, as appropriate, specify such corrections or additions as he proposes. Information concerning corrections and additions shall at the same time be given to the other Members. If the chairman has not received any notification from a Member within fourteen (14) working days following his receipt of the minutes, that Member shall be assumed to have approved the minutes. The chairman shall ensure that approved minutes are signed by the Members, and that copies of the original are submitted to the Members within 14 working days after it was signed. The management committee Management Committee may decide that a confirmation by the parties shall have the same effect as signature. In such a case, the chairman shall note on the minutes that such confirmation has been given. 2.4 6.4 If, as a result of an unexpected occurrence there is no time to convene a meeting, the chairman may by electronic communication, telefax or other notices in writing to the Members submit a motion for a decision in the management committeeManagement Committee. The same procedure may also be applied if the chairman determines that it is not necessary to convene a meeting in order to adopt a decision. Such notice from the chairman shall contain draft decisions with sufficient background material, as well as specifying the time limit for voting. The voting results shall immediately be reported to the Members in writing.

Meetings and Procedures. 2.1 The chairman shall convene the meetings of the management committeeManagement Committee. Meetings shall be held at least once every three (3) months, unless the Members unanimously otherwise decide. A Member may himself convene a meeting if the chairman does not comply with a request to do so. A notice of a meeting shall be received by the Members at least ten (10) working days in advance of the meeting. The notice shall at least state the time and place for the meeting and the agenda as well as draft decisions along with requisite background materials. A Member may, on at least five (5) working days' notice to the chairman and the other Members, demand that other matters be added to the agenda for the meeting. Matters not included in the agenda may only be acted upon at the meeting provided that all Members agree. 2.2 . A Member of the management committee Management Committee may be accompanied by the necessary expert personnel. Their number may be limited by the management committeeManagement Committee. The management committee Management Committee may also determine that members Members only shall be present when a proposal is to be voted on. 2.3 . The chairman shall see to it that minutes of the meetings are made. Copies of the minutes of meetings shall be submitted to the Members within fourteen (14) working days. Each Member shall with no undue delay inform the chairman whether the minutes are approved and shall, as appropriate, specify such corrections or additions as he proposes. Information concerning corrections and additions shall at the same time be given to the other Members. If the chairman has not received any notification from a Member within fourteen (14) working days following his receipt of the minutes, that Member shall be assumed to have approved the minutes. The chairman shall ensure that approved minutes are signed by the Members, and that copies of the original are submitted to the Members within 14 working days after it was signed. The management committee Management Committee may decide that a confirmation by the parties shall have the same effect as signature. In such a case, the chairman shall note on the minutes that such confirmation has been given. 2.4 . If, as a result of an unexpected occurrence there is no time to convene a meeting, the chairman may by electronic communication, telefax or other notices in writing to the Members submit a motion for a decision in the management committeeManagement Committee. The same procedure may also be applied if the chairman determines that it is not necessary to convene a meeting in order to adopt a decision. Such notice from the chairman shall contain draft decisions with sufficient background material, as well as specifying the time limit for voting. The voting results shall immediately be reported to the Members in writing. THE OPERATOR [name of the operator] has, subject to the approval of the Ministry been appointed as Operator with the rights and duties which follow from this Agreement. The Operator shall carry out and administer the day-to-day management of the Unit Operations. The Unit Operations shall be carried out in accordance with the terms of this Agreement, the decisions of the Management Committee, the conditions specified in the Production Licences, applicable law and other resolutions made by the authorities. The Operator shall in its capacity as such neither have profit nor loss through the execution of its duties, unless otherwise provided in this Agreement. Unless otherwise specified, the Operator shall act on behalf of the Parties of the Unit. This includes the rights and obligations to obtain all necessary consents, approvals and licences, to enter into requisite agreements in the name of and on behalf of the Unit, and to make timely payments in accordance with this Agreement of all expenses incurred from the Unit Operations. The Operator shall prepare the matters that are to be considered by the Management Committee. He shall keep the Management Committee informed of events and circumstances which may be of importance to the Unit. The Operator's organization of the Unit Operations shall enable the Management Committee and the Parties to supervise and, moreover, have access in Norway to all information concerning the Unit Operations. Reports and other information concerning the Unit Operations shall be prepared and submitted to the Management Committee as soon as such information is available, or as often as the Management Committee or one of the Parties reasonably makes a request for it. Such information shall, inter alia, include: Copies of logs; Copies of records on drilling operations; Copies of reports on testing analysis etc.; Copies of the "final well report" with the "composite log"; Copies of all geological and geophysical reports, maps in connection with work carried out by the Operator or by contractors engaged by the Operator, with the exception of magnetic tapes. Such magnetic tapes shall be stored by the Operator in Norway and made available to all Parties upon request; Field and well data, including reservoir studies and evaluations of reserves; Cores and samples of stones and liquids from the drilling xxxxx. Samples and cores left after distribution to the Parties and Norwegian authorities shall be stored in Norway; Copies of detailed final reports for each completed well and reports of subsequent alterations and reparations, including the result from completed functional tests and the "flow test"; Copies of daily and periodic reports on exploration, development, maintenance, production and other activities. The reports shall, inter alia, contain information on problems or accidents, with a statement of the cause and a description of repair work. The reports for the development phase shall, inter alia, provide a summary of the progress. The production reports shall, inter alia, contain information concerning the quantity and quality of the Petroleum produced; Copies of contingency plans, safety manuals, safety and accident reports; A chart of the Operator's organization and of how the Operator, the contractors and the subcontractors at any time man their organization with regard to Unit Operations; Copies of evaluations and reports on technical, economical as well as other issues in connection with the Unit Operations; Copies of reports submitted to the Norwegian authorities by the Operator, and copies of minutes and correspondence between the Operator and the Norwegian authorities regarding the Unit Operations; Periodic development reports and status reports. The reports shall give account for any substantial deviations from the approved budget and work program. The Operator may also be required to prepare amendments or supplements to the available information. If the Unit or any of the Parties sustain losses arising from the Operator's performance of its functions as an operator, the Operator shall only be liable for such losses provided it is the result of wilful misconduct or gross negligence by the management or supervisory personnel of the Operator or any of its Affiliated companies. The Operator shall under no circumstances be liable for losses caused by delay in or stop of production. Nor is the Operator liable for any loss suffered by the Parties in connection with damages to third parties caused by a spill of Petroleum outside the safety zone in excess of the loss the Operator suffers as a Party. The same limitation of liability shall apply to a Party performing the Operator's functions in its place. CHANGE OF OPERATOR The Operator may resign as operator on six (6) months' written notice. The Management Committee may, subject to the Ministry's consent, direct the Operator to continue until another company is ready to take over the operatorship. The Management Committee may remove the Operator. The reason for the removal shall be stated and shall be subject to six (6) months' notice. Before a decision concerning such removal may be adopted, the Operator shall be given the opportunity to express its views in a Management Committee meeting. The Operator is not entitled to vote on the proposal to remove him. The adoption of any such proposal requires the unanimous vote of the Members of the Management Committee who are entitled to vote. Subject to the consent of the Ministry, a removal of the Operator may take place with immediate effect provided that: The Operator's management or supervisory personnel has caused an economic loss to the Parties as the result of willful misconduct or gross negligence; The Operator or any of his Affiliated companies is declared bankrupt, applies for a composition with its creditors or becomes insolvent; any of the Operator's Affiliated companies, as referred to in sub-section 2 litra a) of the definitions herein, is dissolved; The Operator transfers his Licence Interest and corresponding Unit Interest or a substantial part thereof, to another entity. The Operator shall cooperate with the new operator with regard to the transfer of the operatorship. If a change of Operator has taken place, the Management Committee shall ensure that the Joint Account are audited and that all equipment, supplies etc. provided by the Operator for the Unit Operations shall be inventoried. Stored Petroleum shall also be recorded. The Operator shall, no later than at the time of change of operator and without compensation therefor, hand over to the new operator: All contracts/agreements, assets, core samples, log studies, records, data etc. which have been in the Operator's custody; All information and data necessary for accurate reporting during the period the change of operator is taking place; Books of account, accounting records and accounts concerning the Unit Operations. The retiring Operator shall, however, keep verifications etc. for control purposes for as long as this Agreement remains in effect and, thereafter, for such a period of time as required by law or the Management Committee; Copies of documents which are retained by the Operator. The Operator shall be liable to the other Parties for the expenses connected to the change of operator if the Operator has been removed in accordance with Article 8.1 or Article 8.2 third paragraph litra a) through d). The Management Committee shall within sixty (60) days following a notice of change of operator submit a proposal for a new operator to the Ministry. Failing such notice, or if the Ministry does not approve the proposed operator, the Ministry may appoint a new operator. PARTNER FORUM The Operator shall establish a partner forum (Partner Forum) for joint ventures having the same operator. Each participant in the joint ventures shall appoint one member and one alternate member, and may at any time make new appointments. The Operator's member shall be the chairman of the Partner Forum. In his absence, his alternate member shall act as chairman. The chairman shall convene the meetings of the Partner Forum. A meeting shall be held at least once a Year, and in any case a meeting shall be held before the Operator submits his proposal for work program and budget according to Article 17, but in any case no later than 15 September. A notice of a meeting must be received by the participants at least 10 working days in advance of the meeting. The notice shall state the time and place for the meeting and the agenda as well as requisite background materials. A participant may, giving at least 5 working days' notice to the chairman and the other participants, demand that other matters, cf. Article 9.5, be added to the agenda for the meeting. Matters not included in the agenda may only be acted upon in the meeting provided that all licencees are attending the Partner Forum and agree that the matter may be raised in the meeting. The individual joint venture may, following a decision by the Management Committee, demand that the chairman of the Partner Forum convene a meeting to deal with matters stated in Article 9.5. In matters relating to unsettled audit claims, the chairman shall convene a Partner Forum to handle claims according to Appendix D. In the Partner Forum, matters shall be subject to common discussions. The Partner Forum has no authority to make decisions. The Partner Forum shall deal with matters that are common to all the joint ventures of the Operator concerning the Operator's charging of costs and other matters of common interest within the scope of the provisions of joint operating agreements, accounting agreements and applicable legislation. Such matters comprise, among others: The Operator's allocation methods for the charging of costs; Criteria for charging of the Operator's costs to the joint accounts and the Operator's own costs; The Operator's hourly rates, efficiency measures and stretch targets; Benchmarking of the Operator's costs; Reorganization or restructuring costs that the Operator proposes to charge to all joint ventures according to rules set forth in Appendix D – Accounting Agreement; and Unsettled audit claims from a multi-venture audit of the Operator according to procedures set forth in Appendix D. The Operator and the other licencees shall seek to find solutions to the matters raised in the Partner Forum and implement such solutions in the individual joint ventures. When matters are dealt with in the Partner Forum, the members may be assisted by expert personnel as needed. The number of such personnel may be limited by the Partner Forum. The chairman shall ensure that minutes of the meetings are kept. The minutes shall be sent to the members within 14 working days. The members shall notify the chairman without undue delay of whether the minutes are approved and shall, as appropriate, specify any corrections or additions required. Information concerning corrections and additions shall at the same time be given to the other Members. If the chairman has not received any notification from a member within fourteen (14) working days of the member’s receipt of the minutes, the member shall be assumed to have approved the minutes. The chairman shall ensure that approved minutes are signed by the members and that copies of the signed original document are sent to them within fourteen (14) days of its signature. Any written or electronic confirmation by members shall have the same effect as a signature. In such case, the chairman shall duly note such confirmation on the minutes.

Meetings and Procedures. 2.1 The chairman Joint Development Committee shall convene its first meeting within thirty (30) days after the Effective Date. During the Collaboration Term, Joint Development Committee meetings of the management committee. Meetings shall be held at least once every three (3) months[…***…], unless and may also meet more frequently as and to the Members unanimously otherwise decideextent agreed by the Parties or if reasonably required by MorphoSys. A Member may himself convene a meeting if After expiration of the chairman does not comply with a request to do so. A notice of a meeting Collaboration Term, meetings shall be received held at least every […***…] and may also be held more frequently as and to the extent agreed by the Members Parties. Joint Development Committee meetings may be held in person or by videoconference or teleconference, as the Parties may agree, except that at least ten one (101) working days meeting per year shall be in advance person. In-person meetings shall alternate between the Parties’ respective facilities. In addition to its Joint Development Committee representatives a Party may have other personnel attend Joint Development Committee meetings but not to exceed eight (8) participants per Party. During the Collaboration Term, the Joint Development Committee shall be chaired by […***…] and […***…] of the meeting. The notice Joint Development Committee, […***…], and the chairperson and co-chairperson of the Joint Development Committee shall at least state the time and place be responsible for the providing an agenda for each meeting and for preparing written minutes of each meeting for approval by each Party’s Joint Development Committee representatives. MorphoSys and Xencor shall each bear all expenses, including travel expenses, of their respective JDC members related to their participation in the agenda as well as draft decisions along with requisite background materialsJDC. A Member may, on at least five In the event Xencor (5a) working days' notice to the chairman undergoes an M&A Event and the other Members, demand that other matters be added party to the agenda M&A Event, respectively, at that time (i) develops an enhanced B-cell cytotoxic anti-CD19-antibody or (ii) files or has filed an IND in any oncology indication for any Antibody of the meeting[…***…], or (b) itself or its Other Licensee files or has filed an IND in any oncology indication for any Antibody of the […***…], then the JDC shall be discontinued. Matters not included In the event MorphoSys enters into a Sublicense agreement after expiration of the Collaboration Term, the Joint Development Committee shall only continue to meet if the Sublicense provides for a committee between MorphoSys and its Sublicensee for discussion of development of Licensed Antibody(ies) and/or Licensed Products. The Joint Development Committee shall then meet with the same frequency as set out in the agenda Sublicense regarding the committee meetings between MorphoSys and Sublicensee. If allowed by the Sublicense, Xencor may only be acted upon at participate in such committee meetings according to the meeting provided that all Members agree. 2.2 A Member terms of the management Sublicense. If Xencor’s participation in such committee may be accompanied meetings is not allowed by the necessary expert personnel. Their number may be limited by the management committee. The management committee may also determine that members only shall be present when a proposal is to be voted on. 2.3 The chairman shall see to it that minutes of the meetings are made. Copies of the minutes of meetings shall be submitted to the Members within fourteen (14) working days. Each Member shall with no undue delay inform the chairman whether the minutes are approved and shall, as appropriate, specify such corrections or additions as he proposes. Information concerning corrections and additions shall at the same time be given to the other Members. If the chairman has not received any notification from a Member within fourteen (14) working days following his receipt of the minutes, that Member shall be assumed to have approved the minutes. The chairman shall ensure that approved minutes are signed by the Members, and that copies of the original are submitted to the Members within 14 working days after it was signed. The management committee may decide that a confirmation by the parties shall have the same effect as signature. In such a caseSublicense, the chairman Joint Development Committee shall note on the minutes that such confirmation has been givenmeet within […***…] following each respective committee meeting between MorphoSys and its Sublicensee. 2.4 If, as a result of an unexpected occurrence there is no time to convene a meeting, the chairman may by electronic communication, telefax or other notices in writing to the Members submit a motion for a decision in the management committee. The same procedure may also be applied if the chairman determines that it is not necessary to convene a meeting in order to adopt a decision. Such notice from the chairman shall contain draft decisions with sufficient background material, as well as specifying the time limit for voting. The voting results shall immediately be reported to the Members in writing.

Meetings and Procedures. 2.1 (i) The chairman Development Committee shall convene the meetings of the management committee. Meetings shall be held meet at least once every three per calendar quarter, and more frequently at the request of either Party or as required to resolve disputes or disagreements with respect to matters assigned to the Development Committee under Section 2.1, on such dates, and at such places and times, as the Parties shall agree; provided, however, that the Parties shall use their reasonable efforts to cause the first meeting of the Development Committee to occur within thirty (330) monthsdays after the HSR Date. The two Co-Chairs shall cooperate to send a notice and agenda for each meeting of the Development Committee to all members of the Development Committee reasonably, but no less than one (1) week (unless the Members unanimously otherwise decide. A Member may himself convene a meeting if the chairman does not comply with a request agreed to do so. A notice of a meeting shall be received by the Members at least ten (10) working days Parties), in advance of the meeting. The notice location of regularly-scheduled Development Committee meetings shall at least state alternate between the offices of the Parties, unless otherwise agreed. The members of the Development Committee also may convene or be polled or consulted from time to time by means of telephone conference, video conference, electronic mail or correspondence and place for the like, as deemed necessary or appropriate by the Co-Chairs. The Party hosting any Development Committee meeting shall appoint one person (who need not be a member of the Development Committee) to attend the meeting and record the agenda as well as draft decisions along with requisite background materials. A Member may, on at least five (5) working days' notice to the chairman and the other Members, demand that other matters be added to the agenda for the meeting. Matters not included in the agenda may only be acted upon at the meeting provided that all Members agree. 2.2 A Member of the management committee may be accompanied by the necessary expert personnel. Their number may be limited by the management committee. The management committee may also determine that members only shall be present when a proposal is to be voted on. 2.3 The chairman shall see to it that minutes of the meetings are mademeeting in writing. Copies Such minutes shall be circulated to the members of the minutes Development Committee within two (2) weeks following the meeting for review and comment. (ii) All decisions of meetings the Development Committee shall be submitted made by unanimous vote or unanimous written consent of both Parties, with each Party having, collectively among its respective designees, one vote in all decisions, subject to the Members within fourteen (14) working daysdeadlock process provided below. Each Member The members of the Development Committee shall with no undue delay inform the chairman whether the minutes are approved and shall, as appropriate, specify such corrections or additions as he proposes. Information concerning corrections and additions shall at the same time be given use Commercially Reasonable Efforts to decide all matters assigned to the other Members. If the chairman has not received any notification from a Member within fourteen (14) working days following his receipt Development Committee under this Agreement or otherwise referred to it by mutual agreement of the minutesParties; provided however that, that Member shall be assumed to have approved in the minutes. The chairman shall ensure that approved minutes are signed by the Members, and that copies event of a deadlock of the original are submitted Development Committee, except as otherwise expressly provided herein and subject to the Members within 14 working days after it was signed. The management committee may decide that a confirmation by express rights of the parties shall have the same effect Parties as signature. In such a caseset forth herein, the chairman shall note on the minutes that such confirmation has been given. 2.4 If, as a result of an unexpected occurrence there is no time to convene a meeting, the chairman may by electronic communication, telefax or other notices in writing ultimate decision with respect to the Members submit a motion for a decision in the management committee. The same procedure may also be applied if the chairman determines that it is not necessary to convene a meeting in order to adopt a decision. Such notice from the chairman deadlocked matter shall contain draft decisions rest with sufficient background material, as well as specifying the time limit for voting. The voting results shall immediately be reported to the Members in writing***.

Meetings and Procedures. 2.1 The chairman 4.4.1. Each Committee shall convene the meetings of the management committee. Meetings shall be held meet at least once every three (3) monthsduring each Calendar Quarter, unless or as otherwise agreed to by the Members unanimously otherwise decideParties, at a location designated by the chairperson of such Committee. A Member may himself convene a meeting if the chairman does not comply with a request to do so. A notice The chairperson of a meeting each Committee shall be received by the Members at least ten (10) working days responsible for calling meetings and preparing and circulating an agenda in advance of the meetingeach meeting of each Committee. 4.4.2. The notice chairperson of each Committee shall at least state be responsible for preparing and issuing minutes of each meeting within thirty (30) days thereafter. Minutes shall be deemed approved unless any member of the time and place for the meeting and the agenda as well as draft decisions along with requisite background materials. A Member may, on at least five (5) working days' notice Committee objects in writing to the chairman and the other Members, demand that other matters be added to the agenda for the meeting. Matters not included in the agenda may only be acted upon at the meeting provided that all Members agree. 2.2 A Member accuracy of the management committee may be accompanied by the necessary expert personnel. Their number may be limited by the management committee. The management committee may also determine that members only shall be present when a proposal is to be voted on. 2.3 The chairman shall see to it that such minutes within seven (7) days of the meetings are made. Copies of the minutes of meetings shall be submitted to the Members within fourteen (14) working days. Each Member shall with no undue delay inform the chairman whether the minutes are approved and shall, as appropriate, specify such corrections or additions as he proposes. Information concerning corrections and additions shall at the same time be given to the other Members. If the chairman has not received any notification from a Member within fourteen (14) working days following his receipt of the minutes. In the event that any such objection is not resolved by mutual agreement of the Parties, such minutes shall be amended to reflect such unresolved dispute. 4.4.3. Each Committee 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. 4.4.4. A quorum of a Committee shall exist whenever there is present at or participating in a meeting at least one (1) representative appointed by each Party. 4.4.5. Members of a Committee may, at each such member’s option, 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 and the chairperson of the Committee shall make appropriate arrangements accordingly. Representation by proxy shall be allowed. Employees or consultants of either Party that are not members of a Committee may attend any meeting of such Committee; provided, however, that Member such attendees (a) shall be assumed not vote or otherwise participate in the decision-making process of such Committee and (b) are bound by obligations of confidentiality and non-disclosure equivalent to have approved those set forth in Article 10. 4.4.6. A Committee shall take action by consensus of the minutes. The chairman shall ensure that approved minutes are members 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 the Memberschairperson of such Committee and one (1) representative of Lupin on such Committee. 4.4.7. If a Committee other than the JSC cannot, or does not, reach consensus on an issue within its jurisdiction, then the dispute shall be referred to the JSC for resolution and that copies a special meeting of the original are submitted JSC may be called for such purpose. 4.4.8. If the JSC cannot, or does not, reach consensus on an issue within its jurisdiction, including any dispute arising in another Committee and referred to the Members within 14 working days after it was signed. The management committee may decide that a confirmation by the parties shall have the same effect as signature. In such a caseJSC pursuant to Section 4.4.7, the chairman shall note on the minutes that such confirmation has been given[*]. 2.4 If4.4.9. Notwithstanding the provisions of Section 4.4.8, as a result neither any Committee nor [*] may, without Lupin’s written consent in accordance with the provisions of an unexpected occurrence there is no time Section 14.9, act to convene a meetingimpose on Lupin any new obligation to perform research, the chairman may by electronic communicationDevelopment, telefax Manufacture or other notices in writing to the Members submit a motion for a decision in the management committee. The same procedure may also be applied if the chairman determines that it is not necessary to convene a meeting in order to adopt a decision. Such notice from the chairman shall contain draft decisions with sufficient background material, as well as specifying the time limit for voting. The voting results shall immediately be reported to the Members in writingactivities.

Meetings and Procedures. 2.1 The chairman 4.4.1. Each Committee shall convene the meetings of the management committee. Meetings shall be held meet at least once every three (3) monthsduring each Calendar Quarter, unless or as otherwise agreed to by the Members unanimously otherwise decideParties, at a location designated by the chairperson of such Committee. A Member may himself convene a meeting if the chairman does not comply with a request to do so. A notice The chairperson of a meeting each Committee shall be received by the Members at least ten (10) working days responsible for calling meetings and preparing and circulating an agenda in advance of the meetingeach meeting of each Committee. 4.4.2. The notice chairperson of each Committee shall at least state be responsible for preparing and issuing minutes of each meeting within thirty (30) days thereafter. Minutes shall be deemed approved unless any member of the time and place for the meeting and the agenda as well as draft decisions along with requisite background materials. A Member may, on at least five (5) working days' notice Committee objects in writing to the chairman and the other Members, demand that other matters be added to the agenda for the meeting. Matters not included in the agenda may only be acted upon at the meeting provided that all Members agree. 2.2 A Member accuracy of the management committee may be accompanied by the necessary expert personnel. Their number may be limited by the management committee. The management committee may also determine that members only shall be present when a proposal is to be voted on. 2.3 The chairman shall see to it that such minutes within seven (7) days of the meetings are made. Copies of the minutes of meetings shall be submitted to the Members within fourteen (14) working days. Each Member shall with no undue delay inform the chairman whether the minutes are approved and shall, as appropriate, specify such corrections or additions as he proposes. Information concerning corrections and additions shall at the same time be given to the other Members. If the chairman has not received any notification from a Member within fourteen (14) working days following his receipt of the minutes. In the event that any such objection is not resolved by mutual agreement of the Parties, such minutes shall be amended to reflect such unresolved dispute. 4.4.3. Each Committee 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. 4.4.4. A quorum of a Committee shall exist whenever there is present at or participating in a meeting at least one (1) representative appointed by each Party. 4.4.5. Members of a Committee may, at each such member’s option, 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 and the chairperson of the Committee shall make appropriate arrangements accordingly. Representation by proxy shall be allowed. Employees or consultants of either Party that are not members of a Committee may attend any meeting of such Committee; provided, however, that Member such attendees (a) shall be assumed not vote or otherwise participate in the decision-making process of such Committee and (b) are bound by obligations of confidentiality and non-disclosure equivalent to have approved those set forth in Article 10. 4.4.6. A Committee shall take action by consensus of the minutes. The chairman shall ensure that approved minutes are members 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 the Memberschairperson of such Committee and one (1) representative of Lupin on such Committee. 4.4.7. If a Committee other than the JSC cannot, or does not, reach consensus on an issue within its jurisdiction, then the dispute shall be referred to the JSC for resolution and that copies a special meeting of the original are submitted JSC may be called for such purpose. 4.4.8. If the JSC cannot, or does not, reach consensus on an issue within its jurisdiction, including any dispute arising in another Committee and referred to the Members within 14 working days after it was signed. The management committee may decide that a confirmation by the parties shall have the same effect as signature. In such a caseJSC pursuant to Section 4.4.7, the chairman shall note on the minutes that such confirmation has been given[*]. 2.4 If4.4.9. Notwithstanding the provisions of Section 4.4.8, as a result neither any Committee nor [*] may, without Lupin’s written consent in accordance with the provisions of an unexpected occurrence there is no time Section 14.9, act to convene a meetingimpose on Lupin any new obligation to perform research, the chairman may by electronic communicationDevelopment, telefax Manufacture or other notices activities as to which Salix has not agreed in writing to the Members submit a motion reimburse Lupin for a decision all costs that may be incurred by Lupin in the management committee. The same procedure may also be applied if the chairman determines performing such new activities or that it is not necessary to convene a meeting in order to adopt a decision. Such notice from the chairman shall contain draft decisions with sufficient background materialwould increase Lupin’s time commitments or responsibilities under this Agreement, as well as specifying the time limit for voting. The voting results shall immediately be reported to the Members in writingor reduce or abridge Salix’s obligations hereunder.