Common use of Meetings Clause in Contracts

Meetings. The JRDC shall meet at least […***…] per Calendar Quarter, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting of the JRDC, the chairperson of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects to the accuracy of such minutes within […***…] of receipt.

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

Meetings. The JRDC shall JCC will meet at least once per […***…] per Calendar Quarter, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] prior to any meeting of the JRDCJCC (or such shorter time period as the Parties may agree), the chairperson of the JRDC shall Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JCC (by videoconference, teleconference or in person) by providing at least [***] prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JCC to provide the members of the JCC no later than [***] prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC JCC may meet in person, by videoconference videoconference, or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JCC meetings shall will be held at locations in the United States alternately selected by Dimension Surface and by Bayer. Each Party shall bear Novartis or at any other location mutually agreed by the expense members of its respective JRDC members’ participation in JRDC meetingsthe JCC. Meetings of the JRDC shall JCC will be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party will report to the JCC on all material issues relating to the Commercialization of Regional Licensed Products promptly after such issues arise. Each Party will bear the expense of its respective JCC members’ participation in JCC meetings. The JCC chairperson of the JRDC shall will be responsible for preparing reasonably detailed written minutes of all JRDC JCC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JCC chairperson shall will send draft meeting minutes to each member of the JRDC JCC for review and approval within […***…] after each JRDC JCC meeting. Such minutes shall Minutes will be deemed approved unless one or more [***] members of the JRDC objects JCC object to the accuracy of such minutes within […***…] of receipt. Minutes will be officially endorsed by the JCC at the next JCC meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC shall JDC will meet at least once per […***…] per Calendar Quarter, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] prior to any meeting of the JRDCJDC (or such shorter time period as the Parties may agree), the chairperson of the JRDC shall Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JDC (by videoconference, teleconference or in person) by providing at least [***] prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the Alliance Manager to provide the members of the JDC no later than [***] prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC JDC may meet in person, by videoconference videoconference, or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JDC meetings shall will be held at locations in the United States alternately selected by Dimension Surface and by BayerNovartis or at any other location mutually agreed by the members of the JDC. Each Party shall will report to the JDC on all material issues CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. relating to the Development of Antibody Candidates and Licensed Products for and in the Territory promptly after such issues arise. Each Party will bear the expense of its respective JRDC JDC members’ participation in JRDC JDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The JDC chairperson of the JRDC shall will be responsible for preparing reasonably detailed written minutes of all JRDC JDC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JDC chairperson shall will send draft meeting minutes to each member of the JRDC JDC for review and approval within […***…] after each JRDC JDC meeting. Such minutes shall Minutes will be deemed approved unless one or more [***] members of the JRDC JDC objects to the accuracy of such minutes within […***…] of receipt. Minutes will be officially endorsed by the JDC at the next JDC meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC shall JRC will meet at least once per […***…] per Calendar Quarter, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] prior to any meeting of the JRDCJRC (or such shorter time period as the Parties may agree), the chairperson of the JRDC shall Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JRC (by videoconference, teleconference or in person) by providing at least [***] prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the Alliance Manager to provide the members of the JRC no later than [***] prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC JRC may meet in person, by videoconference videoconference, or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JRC meetings shall will be held at locations in the United States alternately selected by Dimension Surface and by BayerNovartis or at any other location mutually agreed by the members of the JRC. Each Party shall will report to the JRC on all material issues relating to the Research of Antibody Candidates promptly after such issues arise. Each Party will bear the expense of its respective JRDC JRC members’ participation in JRDC JRC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The JRC chairperson of the JRDC shall will be responsible for preparing reasonably detailed written minutes of all JRDC JRC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JRC chairperson shall will send draft meeting minutes to each member of the JRDC JRC for review and approval within […***…] after each JRDC JRC meeting. Such minutes shall Minutes will be deemed approved unless one or more [***] members of the JRDC JRC objects to the accuracy of such minutes within […***…] of receipt. Minutes will be officially endorsed by the JRC at the next JRC meeting, and will be signed by the Alliance Managers. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Meetings. The JRDC Joint Research Committee shall hold its first meeting, in person, within thirty (30) days after the Effective Date. The JRC will meet at least on a […***…] per Calendar Quarterbasis, unless or at such other frequency as the Parties mutually agree agree, in writing person or by telephone at mutually acceptable times and locations. Prior to a different frequency for such meetings. Either Party may also call a special each [**] meeting of the JRDC (JRC, each Party will prepare and deliver to the other Party a report of the status and results of its Research Program activities and, to the extent not covered by a confidentiality obligation owed to any Third Party, a report on any other activities related to protein antagonists of XXX and, in the case of COBI, a report on COBI’s other activities related to the research and development of Licensed Products since the last report. Each report delivered under the preceding sentence will be in a format mutually agreed upon by the Parties. A representative of COBI shall serve as the chairperson of the JRC. The chairperson will be responsible for leading meetings, but will otherwise have no greater authority on the JRC than any other member. A JRC member designated by AVEO will serve as secretary of the meetings of the JRC. The secretary will be responsible for promptly preparing and distributing to all members of the JRC draft minutes of meetings for review and comment, including a list of all actions and decisions approved by the JRC. The minutes of each meeting of the JRC will be formally approved by the JRC at its next regularly scheduled meeting. Each Party will use reasonable efforts to cause its representatives to attend meetings of the JRC. In addition, each Party may, at its discretion, invite a reasonable number of non-member employees, and, with the consent of the other Party, consultants and scientific advisors, to attend meetings of the JRC or the relevant portion thereof; provided, that any such consultants and scientific advisors are bound by written obligations of confidentiality and restrictions on use of Confidential Information at least as stringent as those set forth in Article VI. During the Research Term the working groups from each Party will hold informal update meetings, in person or by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event , on a monthly basis, which such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting of the JRDC, the chairperson of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] meetings shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects addition to the accuracy of such minutes within […***…] of receiptJRC meetings held under this Section 2.3(c).

Meetings. The JRDC will meet [*****] after its formation and for as long as the Parties jointly Develop, Manufacture and/or Commercialize the Opt-In Product. The Joint Steering Committee may conduct such meetings by telephone, videoconference, or in person as determined by the chair, provided, however, that the Joint Steering shall to the extent reasonably possible meet in person at least […***…**] per Calendar Quarter, unless the Parties mutually agree in writing to a different frequency for every calendar year. Each Party’s Alliance Manager will ensure that its Joint Steering Committee members receive adequate notice of such meetings. Either A Party may also call a special meeting meetings of the JRDC (by videoconference or teleconference) by Joint Steering Committee with at least […***…**] prior written notice, except in exigent circumstances, to resolve particular matters requested by a Party and within the decision-making responsibility of the Joint Steering Committee. Meetings of the Joint Steering Committee fulfill the requirements of this Section 9.9.3 only if at least [*****] representatives of each Party participate in such meeting. Each Party may invite a reasonable number of participants, in addition to its representatives, to attend Joint Steering Committee meetings; provided that if either Party intends to have any Third Party (including any consultant) attend such a meeting, such Party shall provide prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party. Such Party shall provide ensure that such Third Party is bound by confidentiality and non-use obligations consistent with the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting terms of the JRDC, the chairperson of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayerthis Agreement. Each Party shall bear the expense of is responsible for its respective JRDC members’ participation own expenses incurred in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or connection with participating in such meeting. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of and attending all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson shall send draft meeting minutes to each member Alliance Manager of the JRDC for review and approval within […***…] after each JRDC meetingParty chairing the meeting shall record the minutes of the Joint Steering Committee meeting in writing. Such minutes shall be deemed approved unless one or more members circulated to the other Party’s Alliance Manager no later than [*****] following the meeting for review, comment and approval of the JRDC objects other Party. If no comments are received within [*****] of the receipt of the minutes by the other Party, unless otherwise agreed, they shall be deemed to be approved by the accuracy of such other Party. Furthermore, if the Parties are unable to reach agreement on the minutes within […***…**] of receiptthe applicable meeting, the sections of the minutes that have been mutually agreed between the Parties by that date shall be deemed approved and, in addition, each Party shall record in the same document its own version of those sections of the minutes on which the Parties were not able to agree.

Meetings. The JRDC shall Each JMC will meet at least […***…] times per Calendar QuarterYear, unless the Parties mutually agree in writing to a different frequency for such meetingsfrequency, and otherwise as agreed by the Parties with respect to Manufacturing activities-specific matters. Either Party Each JMC may also call a special meeting of the JRDC (meet in person, by videoconference videoconference, or by teleconference) by , provided that at least […***…] prior written notice to of each JMC per Calendar Year will be in person unless the Parties otherwise mutually agree. In-person JMC meetings will be held at locations in Massachusetts alternately selected by Sage and by Biogen, or at any other location agreed by the members of the respective applicable JMC. Meetings of each JMC will be effective only if a quorum is present, which quorum will require the presence of at least one (1) representative of each Party. Each Party will bear the expense of its respective JMC members’ participation in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionJMC meetings. No later than […**] prior to the first meeting of the respective applicable JMC in the 2020 stub-Calendar Year and in each Calendar Year thereafter while such JMC exists, the co-chairpersons for such JMC will prepare a communication plan setting forth a schedule of the dates of each meeting for such JMC for that Calendar Year (a “JMC Communication Plan”). No later than [*…*] prior to any meeting of the JRDCrespective applicable JMC (or such shorter time period as the Parties may agree), the chairperson co-chairpersons of such JMC will work with the JRDC shall Alliance Managers to prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to may be included on such agenda, either prior to the meeting, and the Party proposing an item will provide materials to the representatives of such JMC no later than [**] prior to the JMC meeting to support discussion. A JMC co-chairperson may also call a special meeting of its JMC (by videoconference, teleconference or in person) if such JMC co-chairperson reasonably believes that a significant matter must be addressed prior to the course next scheduled meeting, in which event such JMC co-chairperson will work with the Alliance Managers to provide the members of such JMC, promptly after the decision is made to hold such special JMC meeting, with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu co-chairpersons of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its their respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall applicable JMC will be responsible for preparing reasonably detailed written minutes of meetings of such JMC that reflect all JRDC meetings that reflect, without limitation, all material decisions made and action items identified at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval meetings within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members such meeting of the JRDC objects such JMC, and endeavor to the accuracy of finalize such minutes within […***…] after each meeting of receiptsuch JMC.

Meetings. The JRDC shall During the Term, the JSC will meet at least […***…] two (2) times per Calendar Quarter, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionYear. No later than […***…] ten (10) Business Days prior to any meeting of the JRDCJSC, the chairperson of the JRDC shall Alliance Managers will jointly prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least ten (10) Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairpersons of the JSC to provide the members of the JSC no later than three (3) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JRDC JSC may meet in person, by videoconference or by teleconference, provided, however. Notwithstanding the foregoing, at least […***…] shall one (1) meeting per Calendar Year will be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconferencerequirement. In-person JRDC JSC meetings shall will be held at locations alternately selected mutually agreed upon by Dimension ADT and by BayerAnchiano. Each Party shall will bear the expense of its respective JRDC JSC members’ participation in JRDC JSC meetings. Meetings of the JRDC shall JSC will be effective only if at least one two (12) representative of JSC members from each Party is (which members do not include such Party’s Alliance Manager) are present or participating in such meeting. The chairperson of the JRDC shall Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, all reflect material decisions made and action items identified at such meetings. The JRDC chairperson shall Alliance Managers will send draft meeting minutes to each member of the JRDC JSC for review and approval within […***…] twenty (20) Business Days after each JRDC JSC meeting. Such minutes shall will be deemed approved unless one or more members of the JRDC JSC objects to the accuracy of such minutes within […***…] five (5) Business Days of receipt. Upon any such objection, the members shall work together in good faith to promptly revise such minutes until such minutes are approved by all members of the JSC. Minutes will be officially endorsed by the JSC at the next JSC meeting.

Meetings. The JRDC shall JCC will meet at least […***…] per Calendar Quarter], unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] Business Days prior to any meeting of the JRDCJCC (or such shorter time period as the Parties may agree), the chairperson of the JRDC shall Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JCC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JCC to provide the members of the JCC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC JCC may meet in person, by videoconference videoconference, or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JCC meetings shall will be held at locations in the United States alternately selected by Dimension Unum and by Bayer. Each Party shall bear SGI or at any other location mutually agreed by the expense members of its respective JRDC members’ participation in JRDC meetingsthe JCC. Meetings of the JRDC shall JCC will be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party will report to the JCC on all material issues relating to the Commercialization of Products promptly after such issues arise. Each Party will bear the expense of its respective JCC members’ participation in JCC meetings. The JCC chairperson of the JRDC shall will be responsible for preparing reasonably detailed written minutes of all JRDC JCC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JCC chairperson shall will send draft meeting minutes to each member of the JRDC JCC for review and approval within […***…] Business Days after each JRDC JCC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC JCC objects to the accuracy of such minutes within […***…] Business Days of receipt. Minutes will be officially endorsed by the JCC at the next JCC meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC shall JSC will meet at least […***…] once per Calendar QuarterYear, unless the Parties mutually agree in writing to a different frequency for such meetingsfrequency. Either Party The JSC may also call a special meeting of the JRDC (meet in person, by videoconference or by teleconference) by . Meetings of the JSC will be effective only if at least […***…] prior written notice to one representative of each Party is present or participating in such meeting. Each Party will bear the other Party expense of its respective JSC members’ participation in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionJSC meetings. No later than […***…] five Business Days prior to any meeting of the JRDCJSC (or such shorter time period as the Parties may agree), the chairperson of the JRDC shall Alliance Managers together will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JSC at any meeting as part of such agenda will prepare and provide detailed materials to the JSC representatives to support discussion. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least 10 Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the Alliance Manager to provide the members of the JSC no later than three Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The JSC chairperson of the JRDC shall will be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JSC chairperson shall will send draft meeting minutes to each member of the JRDC JSC for review and approval within […***…] 10 Business Days after each JRDC JSC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC JSC objects to the accuracy of such minutes within […***…] five Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JSC will be promptly circulated by the JSC chairperson to each member of the JSC for review and approval within five Business Days of receipt, with such process repeating until the meeting minutes are approval by all JSC members. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC JSC shall meet at least […* * ***…] per Calendar Quarter], unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC JSC (by videoconference or teleconference) by at least […* * ***…] Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, JSC no later than […* * ***…] Business Days prior to the special meeting, meeting with materials reasonably adequate to enable an informed decision. No later than […* * ***…] Business Days prior to any meeting of the JRDCJSC, the chairperson of the JRDC JSC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC JSC may meet in person, by videoconference or by teleconference, provided, provided however, at least […* * ***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JSC meetings shall be held at locations alternately selected by Dimension Virobay and by BayerXXX. Each Party shall bear the expense of its respective JRDC JSC members’ participation in JRDC JSC meetings. Meetings of the JRDC JSC shall be effective only if at least one (1) representative of each Party [* * *] is present or participating in such meeting. The chairperson of the JRDC JSC shall be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC JSC chairperson shall send draft meeting minutes to each member of the JRDC JSC for review and approval within […* * ***…] Business Days after each JRDC JSC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC JSC objects to the accuracy of such minutes within […* * ***…] Business Days of receipt.

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

Meetings. The JRDC shall two parties recognize that it is in their interest to promote labour relations that will, to the greatest extent possible, meet the needs of Cabin Personnel and the Company. Given that intent, it agreed that there a continual need to deal with contractual issues. It therefore agreed that the Company will meet with the Grievance and Negotiating Committee on a monthly basis to review the state of their relationship and to address the issues above-mentioned, with a view to finding mutually satisfactory solutions. These meetings will deal with such subjects as: communication between the two parties at least […***…] per Calendar Quarter, unless all levels; the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting meaning and application of the JRDC provisions of the Collective Agreement; preliminary discussions on changes affecting Cabin Personnel'swork or working conditions. Any written amendments will remain binding on the parties for the duration of the existing Agreement. The parties will also have the mandate to establish any sub-committees they deem necessary. Dates of these meetings will be set by mutual agreement and minutes will be prepared by the Company and made available to all concerned within O days following such meeting, excluding Saturday, Sunday and statutory holidays. other scheduled to attend meetings of each committee established under these provisions, except for the Health and Committee. Should the require the release of more than three Cabin Attendants it shall cover all their costs. of the committees established under these provisions must be scheduled on the blocks of the Cabin Attendants who have been to attend. The assumes the transportation and hotel accommodation costs of the Cabin Attendants who are released to attend the of the committees established under these provisions. Where a meeting has not been scheduled on their blocks, the committee members shall be flight released and shall receive either four (4) hours per day or the credits planned for their block. Reserve Cabin Attendants shall receive four (4) hours per day. All days off shall be repaid. Moreover, a member of the Hotel Accommodation Committee will evaluate the hotels chosen beforehand by videoconference or teleconference) the Company in accordance with the selection grid (Appendix For this purpose, the Company will relieve the committee member concerned from his duties, for the agreed upon time, that he can accompany the Company representative. The Hotel Accommodation Committee will evaluate all the hotels on a yearly basis by at least […***…] prior written notice providing the membership with a hotel survey. This survey will be used by the Committee to determine and to advise the Company of the that require change for the upcoming season. A list of changes will be forwarded to the Company each year. The Company will then set up dates for visiting these destinations and other Party hotels to be viewed by the Union's representative.The Union's representativewill than notify the company on the hotels selected. The hotels used by the Cabin Attendants shall all be approved by the Union's Hotel Accommodation Committee. Then, the Selection Committee, made up of a member or representative of the Hotel Accommodation Committee for cabin crews, the Company and flight crews, will meet in order to make a final choice for each of the event such Party reasonably believes destinations concerned with renewal. The Committee is responsible for the following: To accumulate the comments from Cabin Attendants concerning the hotels used. Advise the Company, in writing, by way of a report, of all complaints received concerning hotels. To assure that the Company respect the criteria established. To advise the Company that a significant matter must change of hotel immediately necessary. The final selections shall be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, agreed upon by both parties no later than […***…] prior April of each year. The Committee will meet on a quarterly basis in order to discuss the hotel situations. Pink Triangle Committee The objective of this Committee is to promote and guarantee the same employee benefits and the same rights and privileges for members themselves as lesbian, bisexual, transsexual, and/or two-spirited The parties agree to pursue the work currently being done by the Personnel Management Committee and to maintain the climate of cooperation and the policies adopted in processing the cases submitted. The Committee will examine the following matters, taking into account the Company’s operational and/or administrative requirements: layoffs (reducing their impact); xxxxxxx and recall process; awarding leaves of absence without pay, vacations, shared blocks and mini blocks; changes to classification awards scheduled in the monthly planning. If necessary, the Committee will recommend to the special meetingCompany arrangements that differ from those originally planned. To reduce the impact of layoffs, with materials reasonably adequate the Committee will offer the alternatives below, in the following order, to enable an informed decisiona Cabin Attendant who so requests: leaves of absence without pay; voluntary layoffs; shared blocks; vacation. No later than […***…] prior These will be granted solely according to any meeting the classification seniority of the JRDCCabin Attendant who so requests it, regardless of the nature of the request. A reasonable amount of time shall be allotted to the Committeeto handle complaints regarding vacation awards. The days used may be shared between more than one member. Service Committee The and the Unionwill meet to discuss the Cabin Attendants’ duties. Before to Cabin Attendants’ duties, the chairperson Crew Meals Committee The of this committee is to taste and make recommendations on the choice of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meetingcrew meals. The JRDC may Pension Committee members and the will meet in personas required, by videoconference or by teleconference, provided, however, but at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of once a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects to the accuracy of such minutes within […***…] of receiptyear.

Meetings. The JRDC JRC shall meet at least […***…] ([***]) [***] per Calendar Quarter, calendar quarter during the Research Term unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC JRC (by videoconference or teleconference) by at least […***…] ([***]) [***] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, JRC no later than […***…] ([***]) [***] prior to the special meeting, meeting with materials reasonably adequate to enable an informed decision. No later than […***…] ([***]) [***] prior to any meeting of the JRDCJRC, the chairperson of the JRDC JRC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC JRC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JRC meetings shall be held at locations in the U.S. alternately selected by Dimension ITI and by BayerTakeda. Each Party shall bear the expense of its respective JRDC JRC members’ participation in JRDC JRC meetings. Meetings of the JRDC JRC shall be effective only if at least one [***] (1[***]) representative [***] of each Party is present or participating in such meeting. The chairperson of the JRDC JRC shall be responsible for preparing reasonably detailed written minutes of all JRDC JRC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC JRC chairperson shall send draft meeting minutes to each member of the JRDC JRC for review and approval within […***…] ([***]) [***] after each JRDC JRC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC JRC objects to the accuracy of such minutes within […***…] ([***]) [***] of receipt.

Meetings. The JRDC shall JMC will meet at least […***…] per Calendar Quartercalendar quarter, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] Business Days prior to any meeting of the JRDCJMC (or such shorter time period as the Parties may agree), the chairperson of the JRDC shall Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JMC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the Alliance Manager to provide the members of the JMC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC JMC may meet in person, or at the request of either Party, by videoconference videoconference, or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JMC meetings shall will be held at locations in the United States alternately selected by Dimension Unum and by BayerSGI or at any other location mutually agreed by the members of the JMC. Each Party shall bear will report to the expense JMC on all material issues relating to the Manufacture of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one ACTR T-cells or SGI Antibodies (1as applicable) representative of each Party is present or participating in promptly after such meetingissues arise. The JMC chairperson of the JRDC shall will be responsible for preparing reasonably detailed written minutes of all JRDC JMC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JMC chairperson shall will send draft meeting minutes to each member of the JRDC JMC for review and approval within […***…] Business Days after each JRDC JMC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC JMC objects to the accuracy of such minutes within […***…] Business Days of receipt. Minutes will be officially endorsed by the JMC at the next JMC meeting, and will be signed by the Alliance Managers.

Meetings. a) The JRDC Committee shall endeavour to meet at least […***…] six (6) times per Calendar Quarteryear, unless the Parties or as otherwise agreed. b) The Committee will primarily concern itself with matters that have system-wide application and other items as mutually agree in writing to agreed upon. c) The Committee will consider matters of a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant Local College concern: i. The matter must be addressed prior discussed at the Local Union/College Committee (UCC) first. ii. If the matter cannot be resolved at the UCC, then the issue may be referred by either party of the UCC to the Co-Chairs of the EERC, through the Council and the Negotiations Department of OPSEU. iii. The EERC will consider matters of a local concern when it is clear, in the data that has been provided, that the matter has been discussed at the UCC and no agreement could be reached and further clarification is being sought by the party making the referral and the other party is fully aware of the referral. iv. Once all the information has been received by the Council and the Negotiations Department of OPSEU, the EERC will discuss the matter at the next regularly scheduled meeting, and such Party shall provide . v. When the JRDC, no later than […***…] prior matter has been discussed fully by the EERC an opinion will be communicated jointly by the Co-Chairs of the EERC to the special meeting, with materials reasonably adequate UCC or by the respective Co-Chair to enable the referring local party. Local College representatives may be requested by either party to attend an informed decision. No later than […***…] prior EERC meeting to any meeting provide clarification. d) The Committee will not address items that are the subject of a formal grievance. e) Management will be responsible for the recording of the JRDC, Minutes that will represent the chairperson major subject matters discussed. The Minutes shall be signed by the Co-Chairpersons of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics Committee. The draft Minutes will be distributed to be included on such agenda, either prior to or in the course of such all members within a reasonable time following each meeting. The JRDC Union will contact the Management's Chairperson with any proposed amendments, additions or deletions to the Minutes so as to expedite the process of obtaining approval signatures. Each party may meet in persondistribute copies of the approved Minutes to their respective principals as they see fit. The approved Minutes will be posted on both OPSEU's and the Council's website. f) It is recognized that the Committee is a recommending body and not an alternative to the collective bargaining process. When a consensus is reached concerning a recommendation, by videoconference or by teleconference, provided, however, at least […***…] the Committee shall forward that recommendation to the appropriate body (i.e. Negotiating Team/the Council/College/OPSEU). Both parties have the option of sending items on which there is no consensus to the party they deem appropriate. (This may be in person unless the Parties mutually agree in writing to waive such requirement in lieu form of a videoconference written brief to the Negotiating Team/the Council/College/OPSEU. Submission should be made through the appropriate Co-Chairperson of the Committee). Xxxxxx Xxxxxx President Ontario Public Service Employees Union 000 Xxxxxxx Xxxx Xxxxx Xxxx, Xxxxxxx X0X 0X0 Dear Xxxxxx: Every College shall have a Return-to-Work (RTW) policy within six (6) months from February 21, 2019 to support injured and ill employees in returning to work. Each policy shall contain the following:  a statement of commitment that describes how the program will operate, which may include a permanent or teleconferencead hoc Return-to-Work Committee, consisting of representatives from the College and the Local Union;  strategies that support the statement of commitment and form a framework within which individual return-to-work cases are managed;  a description of roles and responsibilities for the various stakeholders involved in the RTW process;  an RTW process that outlines the steps to be followed in managing individual return-to-work cases, including a mediation component, if appropriate;  a communications and training component;  a process for regular reviews of the program. In-person JRDC It is agreed that where a meeting as contemplated in this letter takes place by mutual consent, during regular working hours, representatives of the Local Union shall not suffer any loss of pay during regular working hours when required to leave their duties temporarily for the purpose of attending such a meeting. Time off to attend meetings shall not be held at locations alternately selected by Dimension and by Bayerunreasonably denied. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects to the accuracy of such minutes within […***…] of receipt.Yours truly,

Meetings. The JRDC JCC shall meet at least […***…] per Calendar Quarter], spaced at regular intervals unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] prior to any meeting of the JRDCJCC, the chairperson of the JRDC JCC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JCC (by videoconference, teleconference or in person) by providing at least [*] prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party shall work with the chairperson of the JCC to provide the members of the JCC no later than [*] prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC JCC may meet in person, by videoconference videoconference, or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JCC meetings shall will be held at locations in the U.S. alternately selected by Dimension Medivation and by Bayer. Each Party shall bear Astellas or at any other location mutually agreed by the expense members of its respective JRDC members’ participation in JRDC meetingsthe JCC. Meetings of the JRDC JCC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party shall report to the JCC on all material issues relating to the Commercialization of Products promptly after such issues arise. Each Party will bear the expense of its respective JCC members’ participation in JCC meetings. The chairperson of the JRDC shall will be responsible for preparing reasonably detailed written minutes of all JRDC JCC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JCC chairperson shall send draft meeting minutes to each member of the JRDC JCC for review and approval within […***…] after each JRDC JCC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC JCC objects to the accuracy of such minutes within […***…] of receipt. Minutes will be officially endorsed by the JCC at the next JCC meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC shall JSC will meet at least […***…] times per Calendar QuarterYear, unless the Parties mutually agree in writing to a different frequency for such meetingsfrequency. Either Party The JSC may also call a special meeting of the JRDC (meet in person, by videoconference videoconference, or by teleconference) by , provided that at least […***…] prior written notice to of the JSC per Calendar Year will be in person unless the Parties otherwise agree. In-person JSC meetings will be held at locations in Massachusetts alternately selected by Sage and by Biogen, or at any other Party in location agreed by the event such Party reasonably believes that a significant matter must members of the JSC. The first JSC meeting will be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than held within […***…] prior to of the special meetingEffective Date. Meetings of the JSC will be effective only if a quorum is present, with materials reasonably adequate to enable an informed decisionwhich quorum will require the presence of at least one (1) representative from each Party. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. No later than […***…] prior to any meeting of the JRDCJSC (or such shorter time period as the Parties may agree), the chairperson of JSC co-chairpersons will work with the JRDC shall Alliance Managers to prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to may be included on such agenda, either agenda prior to the meeting, and the Party or the Committee proposing an item will provide materials to the JSC representatives no later than [**] prior to the JSC meeting to support discussion. A JSC co-chairperson may also call a special meeting of the JSC (by videoconference, teleconference or in person) if such JSC co-chairperson reasonably believes that a significant matter must be addressed prior to the course next scheduled meeting, in which event such JSC co-chairperson will work with the Alliance Managers to provide the members of the JSC, promptly after the decision is made to hold such special JSC meeting, with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless Alliance Managers working with the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. InJSC co-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall chairpersons will be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval meetings within […***…] after each JRDC JSC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects , and endeavor to the accuracy of finalize such minutes within […***…] of receiptafter each JSC meeting.

Meetings. The JRDC Steering Committee shall meet at least […***…] once per Calendar Quarter, calendar quarter during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. The Steering Committee may meet in person or by videoconference or, if the Parties mutually agree in writing, the Steering Committee may meet by teleconference. Either Party OpGen or HHT may also call a special meeting of the JRDC Steering Committee (that may be held by videoconference or teleconference) by at least […***…] giving reasonable prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide . Notwithstanding the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting of the JRDC, the chairperson of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC may meet in person, by videoconference or by teleconference, provided, howeverforegoing, at least […***…] two (2) meetings per calendar year shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of exchange for a videoconference or teleconference. In-person JRDC Steering Committee meetings shall will be held at locations alternately selected by Dimension OpGen and by BayerHHT. The Party selecting a location shall be responsible for all expenses associated with utilizing that location. Each Party shall will bear the expense of its respective JRDC Steering Committee members’ travel, lodging and participation in JRDC Steering Committee meetings. Meetings of the JRDC Steering Committee shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC Steering Committee, in cooperation with the senior member on the Steering Committee of OpGen and HHT, as applicable, shall be responsible for preparing an agenda and reasonably detailed written minutes of all JRDC Steering Committee meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC Steering Committee chairperson or senior member, as applicable, shall send draft meeting minutes to each member of the JRDC Steering Committee for review and approval within […***…] five (5) Business Days after each JRDC Steering Committee meeting. Such minutes shall will be deemed approved unless one or more members of the JRDC Steering Committee objects to the accuracy of such minutes within […***…] of ten (10) Business Days after receipt.

Meetings. The JRDC JSC shall hold its first meeting within thirty (30) days after the Effective Date. The JSC shall meet at least […***…] one (1) time per Calendar Quarter, Quarter during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC JSC (by videoconference or teleconference) by at least […***…] ten (10) Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, JSC no later than […***…] ten (10) Business Days prior to the special meeting, meeting with materials reasonably adequate to enable an informed decision; provided, however, that where a special meeting is called for on shorter notice with regard to a matter that does not admit delay, such notice and such materials shall be provided as early as possible in advance of such meeting. No later than […***…] ten (10) Business Days (or such shorter period as may be necessary in the event of a special meeting called for on shorter notice in accordance with the foregoing) prior to any meeting of the JRDCJSC, the chairperson secretariats of the JRDC JSC shall jointly prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC JSC may meet in person, by videoconference or by teleconference, provided, however. Notwithstanding the foregoing, at least […***…] two (2) meetings per Calendar Year shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JSC meetings shall will be held at locations alternately selected and hosted by Dimension FibroGen and by BayerAstraZeneca. Each The host Party shall be responsible for the costs and expenses of the JSC meeting hosted, provided that each Party will bear the expense of its respective JRDC JSC members’ and other attendees’ participation in JRDC JSC meetings, including travel costs. Meetings of the JRDC JSC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson JSC secretariat of the JRDC shall host Party will be responsible for preparing keeping reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson JSC secretariat of the host Party shall send draft meeting minutes to the other Party’s JSC secretariat, and each member of the JRDC for secretariat shall seek and obtain review and approval of such minutes from its respective Party’s members of the JSC within […***…] ten (10) Business Days after each JRDC JSC meeting. Such minutes shall will be deemed approved unless one or more members of the JRDC JSC objects to the accuracy of such minutes within […***…] ten (10) Business Days of receipt.

Meetings. The JRDC JCC shall meet at least […***…] once per Calendar Quarter, calendar quarter during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] Business Days prior to any meeting of the JRDCJCC, the Alliance Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JRDC JCC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC Either Party may meet in person, also call a special meeting of the JCC by videoconference or by teleconference, provided, however, providing at least […***…] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party shall work with the chairperson of the JCC and Alliance Managers of each Party to provide the members of the JCC no later than […***…] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JCC consideration. The JCC may meet in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per calendar year shall be in in-person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconferencerequirement. In-person JRDC JCC meetings shall will be held at locations alternately selected by Dimension Galapagos and by BayerGilead, with […***…] selecting the location of the first in-person JCC meeting, or at any other location mutually agreed by the members of the JCC. Each Party shall bear the cost and expense of its respective JRDC JCC members’ participation in JRDC JCC meetings. Meetings of the JRDC JCC shall be effective only if at least one two (12) representative representatives of each Party is (which representatives are not such Party’s Alliance Manager) are present or participating in such meeting. The chairperson Alliance Manager of the JRDC Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JRDC JCC meetings that reflect, without limitation, all reflect material decisions made and action items identified at such meetings. The JRDC chairperson Such Alliance Manager shall send draft meeting minutes to each member of the JRDC JCC for review and approval within […***…] Business Days after each JRDC JCC meeting. Such minutes shall be deemed approved unless one (1) or more members of the JRDC JCC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JCC for review and approval within […***…] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JCC, the minutes shall be promptly signed by the Alliance Managers.

Meetings. The JRDC Each Committee shall meet hold meetings at least […***…] per Calendar Quartersuch times as it elects to do so, provided that unless the Parties mutually otherwise agree in writing to a different frequency for such meetings, each Committee shall meet at least twice each calendar year, and provided further that the Parties shall, to the extent practicable, schedule meetings of different Committees on the same day and in the same location. Either Party may also call a special meeting of the JRDC a Committee (by videoconference or teleconference) by at least […***…] ten (10) business days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, applicable Committee no later than […***…] ten (10) business days prior to the special meeting, meeting with materials reasonably adequate to enable an informed decision. No later than […***…] ten (10) business days prior to any meeting of the JRDCCommittee meeting, the chairperson co-chairpersons of the JRDC such Committee shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC Each Committee may invite non-members (including consultants and advisors of a Party who are under an obligation of confidentiality consistent with this Agreement) to participate in its meetings, provided that such non-member participants shall have no voting authority at such meetings. Each Committee may meet in person, by videoconference or by teleconference, provided, provided however, at least […***…] one (1) meeting of each Committee per calendar year shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC Committee meetings shall be held at locations alternately selected by Dimension in Berkeley, California, U.S. and by BayerParis, France. Each Party shall bear the expense of its respective JRDC Committee members’ participation in JRDC Committee meetings. Meetings of the JRDC Committee meetings shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson co-chairpersons of the JRDC a Committee shall be responsible for preparing reasonably detailed written minutes of all JRDC meetings of such Committee that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson co-chairpersons shall send draft meeting minutes to each member of the JRDC such Committee for review and approval within […***…] promptly after each JRDC Committee meeting. Such minutes shall be deemed approved unless one or more members of the JRDC such Committee objects to the accuracy of such minutes within […***…] thirty (30) days of receipt.

Meetings. The JRDC Each Committee shall meet at least […***…] one (1) time per Calendar Quarter, calendar quarter during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC a Committee (by videoconference or teleconference) by at least […***…] prior written notice (or [***] prior written notice solely with respect to the JSC) to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, Committee no later than […***…] prior to the special meeting, meeting with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting of the JRDC, the chairperson of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party Meetings may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC may meet held in person, by videoconference or by audio or video teleconference, provided, however; provided that unless otherwise agreed by both Parties, at least […***…] one (1) meeting per year shall be held in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. Inperson, and all in-person JRDC Committee meetings shall be held at locations alternately selected by Dimension and by Bayerthe Parties. Each Party shall bear the expense be responsible for all of its respective JRDC members’ participation own expenses of participating in JRDC JSC, JRC, JDC, JMC and JPC meetings. Meetings No action taken at any meeting of the JRDC a Committee shall be effective only if unless at least one (1) representative of each Party is present or participating in such meetingparticipating. The chairperson of the JRDC applicable Committee shall be responsible for preparing reasonably detailed written minutes of all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson of the applicable Committee (or its designee) shall send draft meeting minutes to each member of the JRDC applicable Committee for review and approval within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC applicable Committee objects to the accuracy of such minutes within […***…] of receipt. CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH PORTIONS. ASTERISKS DENOTE OMISSIONS.

Meetings. The JRDC JSC shall meet at least […***…] once per Calendar Quarter, calendar quarter during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] Business Days prior to any meeting of the JRDCJSC, the Alliance Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JRDC JSC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC Either Party may meet in person, also call a special meeting of the JSC by videoconference or by teleconference, provided, however, providing at least […***…] Business Days (or, in the case of meetings to determine if a Clinical Trial constitutes a Triggering Clinical Trial or, if or when a Qualifying Data Package has been delivered, […***…] Business Days) prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party shall work with the chairperson of the JSC and Alliance Managers of each Party to provide the members of the JSC no later than […***…] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JSC consideration. The JSC may meet in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per calendar year shall be in in-person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconferencerequirement. In-person JRDC JSC meetings shall will be held at locations alternately selected by Dimension Galapagos and by BayerGilead, with […***…] selecting the location of the first in-person JSC meeting, or at any other location mutually agreed by the members of the JSC. Each Party shall bear the cost and expense of its respective JRDC JSC members’ participation in JRDC JSC meetings. Meetings of the JRDC JSC shall be effective only if at least one two (12) representative representatives of each Party is (which representatives are not such Party’s Alliance Manager) are present or participating in such meeting. The chairperson Alliance Manager of the JRDC Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, all reflect material decisions made and action items identified at such meetings. The JRDC chairperson Such Alliance Manager shall send draft meeting minutes to each member of the JRDC JSC for review and approval within […***…] Business Days after each JRDC JSC meeting. Such minutes shall be deemed approved unless one (1) or more members of the JRDC JSC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JSC for review and approval within […***…] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC, the minutes shall be promptly signed by the Alliance Managers.

Meetings. The JRDC Each Committee shall meet at such times as the applicable JDC Chairman or the JRC Chairman may reasonably request (it being expected that a JDC shall meet at least […***…] once per Calendar Quarter, unless calendar quarter during any period when there are active development activities pertaining to such JDC). Each Committee shall hold meetings at such times and places as shall be determined by such Committee (it being expected that any in-person meetings will alternate between the Parties mutually agree in writing appropriate offices of each party). The applicable JDC Chairman and the JRC Chairman shall endeavor to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting of the JRDC, the chairperson of the JRDC shall prepare and circulate an agenda for each meeting within a reasonable time prior to such meeting; provided, however, that either Party may propose additional topics and will include all matters requested to be included on such agenda, either prior to agenda by the JDC Vice Chairman or in the course of such meetingJRC Vice Chairman. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless applicable JDC Chairman and the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension JRC Chairman will cause complete and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written accurate minutes of all JRDC meetings that reflect, without limitation, material discussions occurring at each meeting and all material decisions made matters decided upon at such meetingsmeeting to be prepared. The JRDC chairperson shall send A copy of the draft minutes of each meeting minutes will be provided to each member of the JRDC for review applicable Committee by the applicable JDC Chairman and approval within […***…] after each JRDC meetingthe JRC Chairman, as the case may be. Such minutes shall not be finalized until the JDC Chairman and the JDC Vice Chairman, in the caser of JDC meeting minutes, and the JRC Chairman and the JRC Vice Chairman, in the case of JRC meeting minutes, review and confirm the accuracy of such minutes, provided that any minutes will be deemed approved unless one or more members of the JRDC responsible person objects to the accuracy of such minutes within […***…[ * ] of receipt. Any Committee meeting may also be held by telephone or videoconference, if agreed in advance by the applicable members of that Committee. Each party may invite such other personnel of such party to attend any meeting of any Committee as an observer as such party deems appropriate. The parties shall each be responsible for its own costs and expenses to attend the Committee meetings.

Meetings. The JRDC shall JDC will meet at least […***…] four times per Calendar QuarterYear, unless the Parties mutually agree in writing to a different frequency for such meetingsfrequency. Either Party The JDC may also call a special meeting of the JRDC (meet in person, by videoconference or by teleconference) by . Meetings of the JDC will be effective only if at least […***…] prior written notice to one representative of each Party is present or participating in such meeting. Each Party will bear the other Party expense of its respective JDC members’ participation in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionJDC meetings. No later than […***…] five Business Days prior to any meeting of the JRDCJDC (or such shorter time period as the Parties may agree), the chairperson of the JRDC shall Alliance Managers together will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JDC at any meeting as part of such agenda will prepare and provide detailed materials to the JDC representatives to support discussion. Either Party may also call a special meeting of the JDC (by videoconference, teleconference or in person) by providing at least 10 Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the Alliance Manager to provide the members of the JDC no later than three Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The JDC chairperson of the JRDC shall will be responsible for preparing reasonably detailed written minutes of all JRDC JDC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JDC chairperson shall will send draft meeting minutes to each member of the JRDC JDC for review and approval within […***…] 10 Business Days after each JRDC JDC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC JDC objects to the accuracy of such minutes within […***…] five Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JDC will be promptly circulated by the JDC chairperson to each member of the JDC for review and approval within five Business Days of receipt, with such process repeating until the meeting minutes are approval by all JDC members. Minutes will be officially endorsed by the JDC at the next JDC meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC shall JSC will meet at least […***…] per Calendar Quarter, during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] Business Days prior to any meeting of the JRDCJSC (or such shorter time period as the Parties may agree), the chairperson of the JRDC shall Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the JSC no later than three (3) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JRDC JSC may meet in person, by videoconference or by teleconference, provided, however. Notwithstanding the foregoing, at least […***…] shall meeting per calendar year will be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconferencerequirement. In-person JRDC JSC meetings shall will be held at locations alternately selected by Dimension Unum and by BayerSGI. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings[***]. Meetings of the JRDC shall JSC will be effective only if at least one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The chairperson of the JRDC shall Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, all reflect material decisions made and action items identified at such meetings. The JRDC chairperson shall Alliance Managers will send draft meeting minutes to each member of the JRDC JSC for review and approval within […***…] after each JRDC JSC meeting. Such minutes shall will be deemed approved unless one or more members of the JRDC JSC objects to the accuracy of such minutes within […***…] of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC shall JCC will meet at least […***…] four times per Calendar QuarterYear, unless the Parties mutually agree in writing to a different frequency for such meetingsfrequency. Either Party The JCC may also call a special meeting of the JRDC (meet in person, by videoconference or by teleconference) by . Meetings of the JCC will be effective only if at least […***…] prior written notice to one representative of each Party is present or participating in such meeting. Each Party will bear the other Party expense of its respective JCC members’ participation in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionJCC meetings. No later than […***…] five Business Days prior to any meeting of the JRDCJCC (or such shorter time period as the Parties may agree), the chairperson of the JRDC shall Alliance Managers together will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JCC at any meeting as part of such agenda will prepare and provide detailed materials to the JCC representatives to support discussion. The JRDC Either Party may meet also call a special meeting of the JCC (by videoconference, teleconference or in person, ) by videoconference or by teleconference, provided, however, providing at least […***…] shall 10 Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in person unless which event such Party will work with the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall JCC to provide the members of the JCC no later than three Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JCC chairperson will be responsible for preparing reasonably detailed written minutes of all JRDC JCC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JCC chairperson shall will send draft meeting minutes to each member of the JRDC JCC for review and approval within […***…] 10 Business Days after each JRDC JCC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC objects JCC object to the accuracy of such minutes within […***…] five Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JCC will be promptly circulated by the JCC chairperson to each member of the JCC for review and approval within five Business Days of receipt, with such process repeating until the meeting minutes are approval by all JCC members. Minutes will be officially endorsed by the JCC at the next JCC meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC shall CRC will meet semi-annually, via teleconference or videoconference or otherwise (with at least one (1) meeting per calendar year being in person), or as otherwise agreed by the Parties. Additionally, either Party may request a meeting of the CRC to resolve any Critical Matters requiring resolution. The JSC will meet quarterly, via teleconference or videoconference or otherwise (with at least one (1) meeting per calendar year being in person and with at least one (1) meeting per calendar year being scheduled as appropriate to approve […***…] per Calendar Quarter]), or as otherwise agreed by the Parties. Each JPT and each subcommittee and working team established hereunder will establish a meeting frequency and meeting protocol necessary to coordinate and conduct the activities for which it is responsible, as agreed by the Parties. Any in-person meetings of the CRC or JSC will be held on an alternating basis between Partner’s and Amgen’s headquarters, unless otherwise agreed by the Parties. Each Party will be responsible for its own expenses relating to such meetings. As appropriate, other employee representatives of the Parties mutually agree in writing to a different frequency for may attend such meetingsmeetings as non-voting participants, but no Third Party personnel may attend unless otherwise agreed by the Parties. Either Party may also call a for special meeting meetings of the JRDC CRC and JSC as reasonably required to resolve a Critical Matter escalated to the CRC or JSC pursuant to Section 2.4.2 (by videoconference JPT Deadlocks) or teleconference2.5.2 (JSC Deadlocks) by below; provided, that the requesting Party provides at least […***…] ten (10) business days’ prior written notice to the co-chair of such committee appointed by the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting of the JRDC, the chairperson of the JRDC shall prepare and circulate an notice includes a proposed agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC may meet in person, by videoconference or by teleconference, provided, however, All committee and team meetings must have at least […***…] shall two (2) members appointed by each Party in attendance. All committee and team meetings will be conducted in English, and all documents (including Development Plans, Development Budgets, clinical trial protocols for the Products, Operations Budgets, Brand Plans and Commercialization Budgets) will be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects to the accuracy of such minutes within […***…] of receiptEnglish.

Meetings. The JRDC JCRC shall meet at least […***…] once per Calendar Quarter, calendar quarter during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] Business Days prior to any meeting of the JRDCJCRC, the Alliance Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JRDC JCRC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC Either Party may meet in person, also call a special meeting of the JCRC by videoconference or by teleconference, provided, however, providing at least […***…] Business Days prior written notice to the other Party if such Party reasonably believes that a Publication, press release, or other communication or significant matter must be addressed prior to the next scheduled meeting, in which event such Party shall work with the chairperson of the JCRC and Alliance Managers of each Party to provide the members of JCRC no later than […***…] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JCRC consideration. The JCRC may meet in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per calendar year shall be in in-person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconferencerequirement. In-person JRDC JCRC meetings shall will be held at locations alternately selected by Dimension Galapagos and by BayerGilead, with […***…] selecting the location of the first in-person JCRC meeting, or at any other location mutually agreed by the members of the JCRC. Each Party shall bear the cost and expense of its respective JRDC JCRC members’ participation in JRDC JCRC meetings. Meetings of the JRDC JCRC shall be effective only if at least one two (12) representative representatives of each Party is (which representatives are not such Party’s Alliance Manager) are present or participating in such meeting. The chairperson Alliance Manager of the JRDC Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JRDC JCRC meetings that reflect, without limitation, all reflect material decisions made and action items identified at such meetings. The JRDC chairperson Such Alliance Manager shall send draft meeting minutes to each member of the JRDC JCRC for review and approval within […***…] Business Days after each JRDC JCRC meeting. Such minutes shall be deemed approved unless one (1) or more members of the JRDC JCRC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JCRC for review and approval within […***…] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JCRC, the minutes shall be promptly signed by the Alliance Managers. The JCRC may establish ad hoc procedures for approval of Publications outside of the JCRC meetings.

Meetings. The JRDC JDC shall meet at least […***…] once per Calendar Quarter, calendar quarter during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] Business Days prior to any meeting of the JRDCJDC, the Alliance Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JRDC JDC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC Either Party may meet in person, also call a special meeting of the JDC by videoconference or by teleconference, provided, however, providing at least […***…] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party shall work with the chairperson of the JDC and Alliance Managers of each Party to provide the members of the JDC no later than […***…] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JDC attention. The JDC may meet in-person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one (1) meeting per calendar year shall be in in-person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconferencerequirement. In-person JRDC JDC meetings shall will be held at locations alternately selected by Dimension Galapagos and by BayerGilead, with Gilead selecting the location of the first in-person JDC meeting, or at any other location mutually agreed by the members of the JDC. Each Party shall bear the cost and expense of its respective JRDC JDC members’ participation in JRDC JDC meetings. Meetings of the JRDC JDC shall be effective only if at least one two (12) representative representatives of each Party is (which representatives are not such Party’s Alliance Manager) are present or participating in such meeting. The chairperson Alliance Manager of the JRDC Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JRDC JDC meetings that reflect, without limitation, all reflect material decisions made and action items identified at such meetings. The JRDC chairperson Such Alliance Manager shall send draft meeting minutes to each member of the JRDC JDC for review and approval within […***…] Business Days after each JRDC JDC meeting. Such minutes shall be deemed approved unless one (1) or more members of the JRDC JDC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JDC for review and approval within […***…] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JDC, the minutes shall be promptly signed by the Alliance Managers.

Meetings. The JRDC JSC shall meet at least […***…] per Calendar Quarter, once every six (6) months during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. The JSC shall hold its first meeting within sixty (60) days of the Effective Date. Either Party may also call a special meeting of the JRDC JSC (by videoconference or teleconference) by at least […***…] ten (10) Business Days prior written notice to the other Party in the event if such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, JSC no later than […***…] five (5) Business Days prior to the special meeting, meeting with materials reasonably adequate to enable an informed decision. No later than […***…] ten (10) Business Days prior to any meeting of the JRDCJSC, the chairperson of the JRDC JSC or a designate shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC JSC may meet in person, by videoconference or by teleconference, provided, however. Notwithstanding the foregoing, at least […***…] one (1) meeting per Calendar Year shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JSC meetings shall be held at locations alternately a mutually agreeable location or alternating each meeting between a location selected by Dimension Visterra and by BayerSIIL. Each Party shall bear the expense of its respective JRDC JSC members’ participation in JRDC JSC meetings. Translators at any meetings related to this Agreement shall be the responsibility of the Party requiring translation. All documents shared by one Party with the other Party will be provided in the form and language in which the document is customarily maintained. Meetings of the JRDC JSC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC JSC or a designate shall be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC JSC chairperson or a designate shall send draft meeting minutes to each member of the JRDC JSC for review and approval within […***…] twenty (20) days after each JRDC JSC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects JSC object to the accuracy of such minutes within […***…] twenty (20) days of receipt. Any objections shall be resolved by the Parties within ten (10) days thereafter. If no resolution is reached in such ten (10) day period, then the Parties shall record, with the assistance of their legal counsel, the details of the dispute.

Meetings. The JRDC shall (i) During the Research Term, the JSC will meet at least […***…] per Calendar Quarter. At the end of the Research Term, unless the Parties mutually agree in writing to a different frequency for such meetings. JSC will automatically dissolve with no further action required by either Party. (ii) Either Party may also may, by providing at least [***] Business Days’ prior notice to the other Party, call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event JSC if such notifying Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and in which event such notifying Party shall will work with the Decision-Making Representative of each Party to provide the JRDCall JSC Representatives, no later than […***…] Business Days prior to the such special meeting, with an agenda for the meeting and materials reasonably adequate to enable an informed decision. No decision on the matters to be considered. (iii) Except as set forth in Section 3.2(d)(ii) with respect to a special meeting, no later than […***…] Business Days prior to any meeting of the JRDCJSC, the chairperson of the JRDC shall Alliance Managers will jointly prepare and circulate an agenda for such meeting, in consultation with the Decision-Making Representatives (to the extent the Alliance Managers are not the Decision-Making Representatives); provided, however, that either Party may propose additional topics to be included on such agenda, either agenda prior to such meeting. (iv) Each Party’s JSC Representatives shall be given adequate time to assess each matter brought before the JSC at a regular meeting or a special meeting, adjourning such JSC meeting and reconvening on another date if either Party deems it necessary or desirable to do so to get any input such Party wishes or for any other reason. In no event shall either Party be obligated to make a decision on any matter brought before the JSC in the course of such meeting. same meeting at which the matter is first discussed. (v) The JRDC JSC may meet in person, by videoconference or by teleconference, provided, however. Notwithstanding the foregoing, at least […***…] shall per Calendar Year will be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconferencerequirement. In-person JRDC JSC meetings shall will be held at locations alternately selected mutually agreed upon by Dimension DESRES and by BayerCompany. Each Party shall will bear the expense of its respective JRDC membersJSC Representatives’ participation in JRDC JSC meetings. . (vi) Meetings of the JRDC shall JSC will be effective only if at least one (1) representative of each Party Party’s Decision-Making Representative is present or participating in such meeting. The chairperson , and each Party shall use reasonable efforts to ensure that its Decision-Making Representative attends each such meeting. (vii) Each Party’s Decision-Making Representative may invite any employee, Consultant or subcontractor of such Party or of any Subsidiary of such Party to participate in any particular meeting of the JRDC shall JSC. (viii) The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JRDC meetings each JSC meeting that reflect, without limitation, all reflect material decisions made and action items identified at such meetingsmeeting. The JRDC chairperson shall Alliance Managers will coordinate with one another to send draft meeting minutes to each member of the JRDC JSC Representative for review and approval within […***…] Business Days after each JRDC JSC meeting. Such All draft minutes shall will be deemed approved unless one or more members of the JRDC objects JSC Representatives object to the accuracy of such minutes within […***…] Business Days of receipt. Upon any such objection, the JSC Representatives will work together in good faith to promptly revise such minutes until such minutes are approved by the JSC. Minutes will be officially endorsed by the JSC at the next JSC meeting that is not a special meeting of the JSC.

Meetings. The JRDC shall JDC will meet at least […***…] per Calendar Quarter], unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] Business Days prior to any meeting of the JRDCJDC (or such shorter time period as the Parties may agree), the chairperson of the JRDC shall Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JDC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the Alliance Manager to provide the members of the JDC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC JDC may meet in person, or at the request of either Party, by videoconference videoconference, or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JDC meetings shall will be held at locations in the United States alternately selected by Dimension Unum and by BayerSGI or at any other location mutually agreed by the members of the JDC. Each Party shall will report to the JDC on all material issues relating to the Research and Development of Research Candidates, Development Candidates and Products for and in the Territory promptly after such issues arise. Each Party will bear the expense of its respective JRDC JDC members’ participation in JRDC JDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The JDC chairperson of the JRDC shall will be responsible for preparing reasonably detailed written minutes of all JRDC JDC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JDC chairperson shall will send draft meeting minutes to each member of the JRDC JDC for review and approval within […***…] Business Days after each JRDC JDC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC JDC objects to the accuracy of such minutes within […***…] Business Days of receipt. Minutes will be officially endorsed by the JDC at the next JDC meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC shall JRC will meet at least […***…] per Calendar Quarter, unless the Parties mutually agree in writing to a different frequency for such meetingsfrequency. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at At least […***…] prior written notice to meeting per Calendar Year of the JRC shall be conducted in person. The location for the in-person meetings of the JRC shall, respectively, alternate between Repare’s headquarters and Ono’s headquarters (or such other Party in locations as are mutually agreed by the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionParties). No later than […***…] Business Days prior to any meeting of the JRDCJRC (or such shorter time period as the Parties may agree), the chairperson of the JRDC shall Liaisons will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JRC (by videoconference, teleconference or in person) by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter shall be addressed prior to the next scheduled meeting, in which event such Party will work with the Liaisons to provide the members of the JRC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC JRC may meet in person, by videoconference videoconference, or by teleconference, provided, however, at least […***…] ; provided that the final quarterly meeting of the JRC of each Calendar Year shall be conducted in person. In- person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JRC meetings shall will be held at locations alternately selected by Dimension Repare and by BayerOno or at any other location mutually agreed by the members of the JRC. All JRC meetings shall take place in English. Each Party shall will report to the JRC on all material issues relating to the research of Drug Candidates or Licensed Drug Candidates promptly after such issues arise. Each Party will bear the expense of its respective JRDC JRC members’ participation in JRDC JRC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The JRC chairperson of the JRDC shall will be responsible for preparing reasonably detailed written minutes of all JRDC JRC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects to the accuracy of such minutes within […***…] of receipt.

Meetings. The JRDC shall During the Term, the JDC will meet at least […***…] per Calendar Quarteron a quarterly basis, unless otherwise agreed to by the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionJDC. No later than […***…] 10 Business Days prior to any meeting of the JRDCJDC, the chairperson of the JRDC shall Alliance Managers will jointly prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JDC (by videoconference, teleconference or in person) by providing at least 10 Business Days’ prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, in ​ ​ ​ which event such Party will work with the Chairperson of the JDC to provide the members of the JDC no later than three Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JRDC JDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JDC meetings shall will be held at locations alternately selected agreed upon by Dimension Junshi and by BayerCoherus. Each Party shall will bear the expense of its respective JRDC JDC members’ participation in JRDC JDC meetings. Meetings of the JRDC shall JDC will be effective only if at least one (1) representative of two JDC members from each Party is (which members do not include such Party’s Alliance Manager) are present or participating (including by videoconference or teleconference) in such meeting. The chairperson of the JRDC shall Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JRDC JDC meetings that reflect, without limitation, all reflect material decisions made and action items identified at such meetings. The JRDC chairperson shall Alliance Managers will send draft meeting minutes to each member of the JRDC JDC for review and approval within […***…] 20 Business Days after each JRDC JDC meeting. Such minutes shall will be deemed approved unless one or more members of the JRDC JDC objects to the accuracy of such minutes within […***…] five Business Days of receipt. Minutes will be officially endorsed by the JDC at the next JDC meeting, and will be signed by the Chairperson.

Meetings. The JRDC Parties shall endeavor to have their first meeting of the JSC within thirty (30) days after the formation thereof. Thereafter, the JSC shall meet at least […***…in accordance with a schedule established by the JSC, but no less frequently than [ * ] times per Calendar QuarterYear, unless the Parties mutually agree in writing to JSC determines a different frequency frequency, with the location for such meetingsmeetings to be determined by the JSC. The JSC may meet in person, or alternatively, the JSC may meet by means of teleconference, videoconference or other similar communications equipment. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) JSC by at least […***…] ten (10) Business Days’ prior written notice to the other Party in the event such requesting Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such requesting Party shall provide the JRDC, JSC no later than […***…] five (5) Business Days prior to the special meeting, meeting with materials reasonably adequate to enable an informed decisiondecision on the relevant matter; provided that for time sensitive matters, a Party may call a special meeting of the JSC and provide relevant materials with less than [ * ] Business Days’ notice if the Parties agree that an issue warrants an expedited meeting. No later than […***…[ * ] Business Days prior to any meeting of the JRDCJSC (other than a special meeting as described above), the designated co-chairperson of the JRDC JSC shall prepare and circulate an agenda for such meetingmeeting to all members of the JSC; provided, however, that either Party may propose shall be free to include additional topics to be included on such agenda, either prior to or in or, if representatives of each Party are present at a meeting, during the course of such meeting. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear its own costs and expenses related to the expense attendance of such meetings by its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meetingrepresentatives. The designated co-chairperson of the JRDC shall JSC will be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC designated JSC co-chairperson shall send draft meeting minutes to each member of the JRDC JSC for review and approval within […***…[ * ] Business Days after each JRDC JSC meeting. Such minutes shall will be deemed approved unless one or more members of the JRDC JSC objects to the accuracy of such minutes within […***…[ * ] Business Days of receipt.. 3.3

Meetings. The JRDC JDC shall meet at least […***…*] per Calendar Quarter, Quarter during the Term (spaced at regular intervals) unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC JDC (by videoconference or teleconference) by providing at least […***…*] Business Days’ prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meetingmeeting of the JDC, and such Party shall provide the JRDC, JDC no later than […***…*] Business Days prior to the special meeting, meeting with materials that such Party reasonably adequate believes in good faith are sufficient to enable the JDC members to make an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JDC on less than [****] Business Days’ prior written notice if the Parties, as confirmed in writing by the Alliance Managers, agree that an issue warrants an expedited meeting. No later than […***…*] Business Days prior to any meeting of the JRDCJDC, the chairperson of the JRDC Alliance Managers (or their respective designees) shall prepare and circulate an agenda for such meeting; provided, however, that either meeting and each Party may shall be permitted to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC JDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JDC meetings shall will be held at locations alternately selected by Dimension Alnylam and by BayerRoche. Each Party shall will bear the expense of its respective JRDC JDC members’ participation in JRDC JDC meetings. Meetings of the JRDC JDC shall be effective only if at least one (1) representative member of each Party is present or participating in such meeting. The chairperson of the JRDC shall Alliance Managers (or their respective designees) will be responsible for preparing reasonably detailed the preparation of written minutes of all JRDC JDC meetings that reflect, without limitation, all reflect material decisions and actions made at such meetings. The JRDC chairperson shall send Alliance Managers (or their respective designees) will deliver draft meeting minutes to each member of the JRDC JDC for their review and approval within […***…*] Business Days after each JRDC JDC meeting. Such minutes shall will be deemed approved unless one or more members of the JRDC JDC objects in writing to the accuracy of such minutes within […***…*] of receiptBusiness Days after receipt thereof.

Meetings. The JRDC JSC shall meet at least […***…] per Calendar Quarter, unless or as otherwise agreed by the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meetingParties, and such Party shall provide meetings may be conducted by telephone, videoconference or in person as determined by the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting of the JRDC, the chairperson of the JRDC shall prepare and circulate an agenda for such meetingco-chairs; provided, however, that either Party may propose additional topics to upon mutual agreement of the Parties, JSC discussion and decisions can be included on communicated electronically provided that such agenda, either prior to or in discussion and decisions are summarized by the course Alliance Managers and treated for all purposes as minutes of such meetinga meeting of the JSC. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least first meeting shall be no later than […***…] after the Effective Date. The co-chairs shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC responsible for calling meetings shall be held at locations alternately selected by Dimension and by Bayeron reasonable prior notice. Each Party shall bear the expense of its respective JRDC members’ participation use Commercially Reasonable Efforts to make all proposals for agenda items and to provide all appropriate information with respect to such proposed items reasonably in JRDC meetings. Meetings advance of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such applicable meeting. The chairperson Alliance Managers may suggest topics for the agenda for JSC meetings by forwarding such topics and relevant information to the JSC chairpersons. Each Party may also call for special meetings of the JRDC JSC with reasonable prior written notice (it being agreed that at least [***] shall constitute reasonable notice) to resolve particular matters requested by such Party and within the decision-making responsibility of the JSC. Each co-chair shall ensure that its JSC members receive adequate notice of such meetings. The responsibility for preparing the minutes of meetings of the JSC will alternate between the Alliance Managers (or their designees) on a meeting-by-meeting basis. The Alliance Manager responsible for the minutes for a particular meeting will circulate, within [***] following the applicable meeting, to the other Alliance Manager and the members of the JSC draft minutes for review and approval by the JSC, which minutes will set forth, among other things, a description, in appropriate detail, of any actions, decisions or determinations approved by the JSC. Such minutes will effective upon approval by the JSC, with each Party’s representatives on the JSC collectively having [***] vote. If the minutes of any meeting of the JSC are not approved by the JSC within [***] following the applicable meeting, the Party objecting to approval of such minutes will append to the proposed minutes a notice of objection with details regarding such Party’s objections, and such proposed minutes will become final. Each Party shall be responsible for preparing reasonably detailed written minutes all of its own expenses incurred in connection with participating in all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval within Amgen Contract No. […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects to the accuracy of such minutes within […***…] of receipt.]

Meetings. (i) The JRDC JSC shall meet at least […***…] per Calendar Quarter[***] or more or less often as otherwise agreed by the Parties, unless with the location of such meetings [***]. The chairperson of the JSC shall be responsible for calling meetings on reasonable prior notice. Each Party shall use reasonable efforts to make all proposals for agenda items and to provide all appropriate information with respect to such proposed items reasonably in advance (at least [***] if reasonably practicable) of the applicable meeting. Each Alliance Manager may require topics to be included for the agenda for JSC meetings (to the extent within the scope of the JSC) by forwarding such topics and relevant information to the JSC chairperson. The Alliance Managers shall prepare and circulate for review and approval of the JSC minutes of each meeting. The JSC shall agree on the minutes of each meeting as promptly as practicable following such meeting. (ii) The JSC shall discuss progress under the research collaboration during its regularly scheduled meetings and ad-hoc discussions between the Parties’ Alliance Managers or other representatives. Each Party will provide a report of its activities under a Work Plan at each JSC meeting during the Product Selection Period. (iii) Representatives of the Parties mutually agree on the JSC may attend meetings by telephone, videoconference or in writing person. The Parties shall endeavor to conduct at least [***] JSC meetings per year in person. A quorum of the JSC shall exist whenever there is present at a meeting at least [***] appointed by each Party. (iv) As appropriate (subject to the discretion of the chairperson of the JSC, with approval not to be unreasonably withheld, conditioned or delayed), and provided that not less than [***] prior written notice has been given to the other Party, other employees of the Parties may attend JSC meetings as observers, as well as Third Parties; provided, however, that a Party shall not bring a Third Party to a different frequency for meeting without the other Party’s prior written consent; and provided further, however, that each such meetings. Either Third Party (A) shall not vote or otherwise participate in the decision-making process of the JSC, and (B) shall be bound by obligations of confidentiality and non-disclosure, and obligations to assign inventions, consistent with those set forth in Article 8 (Intellectual Property) and Article 12 (Confidentiality). (v) Each Party may also call a for special meeting meetings of the JRDC (by videoconference or teleconference) by at least […***…] JSC with reasonable prior written notice to the other Party in the event such Party reasonably believes (it being agreed that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than at least […***…] prior shall constitute reasonable notice) to resolve particular matters requested by such Party and within the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting -making authority of the JRDC, the chairperson of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. JSC. (vi) Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes all of its own expenses incurred in connection with participating in all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects to the accuracy of such minutes within […***…] of receipt.

Meetings. The JRDC shall JSC will meet at least […***…] twice per Calendar QuarterYear, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting of the JRDC, the chairperson of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meetingfrequency. The JRDC JSC may meet in person, by videoconference videoconference, or by teleconference, provided, however, provided that at least […***…] shall one meeting of the JSC per Calendar Year will be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconferenceperson. In-person JRDC JSC meetings shall will be held at locations in the United States and in Japan alternately selected by Dimension Cxxxxx and by BayerLicensee, or at any other location mutually agreed by the members of the JSC. Each Party The first JSC meeting shall bear be held within ninety (90) days of the expense of its respective JRDC members’ participation in JRDC meetingsEffective Date. Meetings of the JRDC shall JSC will be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. No later than five (5) Business Days prior to any meeting of the JRDC shall JSC (or such shorter time period as the Parties may agree), the Alliance Managers together will prepare and circulate an agenda for such meeting; provided, however, that either Party will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JSC at any meeting as part of such agenda will prepare and provide detailed materials to the JSC representatives to support discussion. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least ten (10) Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the Alliance Managers to provide the members of the JSC no later than three (3) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JSC chairperson will be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JSC chairperson shall will send draft meeting minutes to each member of the JRDC JSC for review and approval within […***…] ten (10) Business Days after each JRDC JSC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC JSC objects to the accuracy of such minutes within […***…] ten (10) Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JSC will be promptly circulated by the JSC chairperson to each member of the JSC for review and approval within ten (10) Business Days of receipt, with such process repeating until the meeting minutes are approved by all JSC members. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC JCC shall meet at least […***…*] per Calendar Quarter, Quarter during the Term (spaced at regular intervals) unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC JCC (by videoconference or teleconference) by providing at least […***…*] Business Days’ prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meetingmeeting of the JCC, and such Party shall provide the JRDC, JCC no later than […***…*] Business Days prior to the special meeting, meeting with materials that such Party reasonably adequate believes in good faith are sufficient to enable the JCC members to make an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JCC on less than [****] Business Days’ prior written notice if the Parties, as confirmed in writing by the Alliance Managers, agree that an issue warrants an expedited meeting. No later than […***…*] Business Days prior to any meeting of the JRDCJCC, the chairperson of the JRDC Alliance Managers (or their respective designees) shall prepare and circulate an agenda for such meeting; provided, however, that either meeting and each Party may shall be permitted to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC JCC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JCC meetings shall will be held at locations alternately selected by Dimension Alnylam and by BayerRoche. Each Party shall will bear the expense of its respective JRDC JCC members’ participation in JRDC JCC meetings. Meetings of the JRDC JCC shall be effective only if at least one (1) representative member of each Party is present or participating in such meeting. The chairperson of the JRDC shall Alliance Managers (or their respective designees) will be responsible for preparing reasonably detailed the preparation of written minutes of all JRDC JCC meetings that reflect, without limitation, all reflect material decisions made at such meetings. The JRDC chairperson shall send Alliance Managers (or their respective designees) will deliver draft meeting minutes to each member of the JRDC JCC for their review and approval within […***…*] Business Days after each JRDC JCC meeting. Such minutes shall will be deemed approved unless one or more members of the JRDC JCC objects in writing to the accuracy of such minutes within […***…*] of receiptBusiness Days after receipt thereof.

Meetings. The JRDC Following its inception, the JDC shall meet at least […***…] one (1) time per Calendar QuarterQuarter (or more frequently when necessary), spaced at regular intervals, unless the Parties mutually agree in writing to a different frequency for such meetingsfrequency. Either Party may also call a special meeting of the JRDC JDC (by videoconference or teleconference) by at least […***…] ten (10) Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, JDC no later than […***…] ten (10) Business Days prior to the special meeting, meeting with materials reasonably adequate to enable an informed decision; provided, however, that where a special meeting is called for on shorter notice with regard to a matter that does not admit delay, such notice and such materials shall be provided as early as possible in advance of such meeting. No later than […***…] ten (10) Business Days (or such shorter period as may be necessary in the event of a special meeting called for on shorter notice in accordance with the foregoing) prior to any meeting of the JRDCJDC, the chairperson of the JRDC secretariats shall jointly prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or or, subject to the consent of the other Party, in the course of such meeting. The JRDC JDC may meet in person, or at the request of either Party, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JDC meetings shall will be held at locations alternately selected and hosted by Dimension FibroGen and by BayerAstraZeneca. Each Party shall report to the JDC on all material issues relating to the Development of Products for and in the Territory at the JDC meeting occurring after such issues arise. The host Party shall be responsible for the costs and expenses of the JDC meeting hosted, provided that each Party will bear the expense of its respective JRDC JDC members’ and other attendees’ participation in JRDC JDC meetings, including travel costs. Meetings of the JRDC JDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson secretariat of the JRDC host Party shall be responsible for preparing keeping reasonably detailed written minutes of all JRDC JDC meetings that reflect, without limitation, reflect all material decisions made at such meetings. The JRDC chairperson secretariat of the host Party shall send draft meeting minutes to the other Party’s secretariat, and each member of the JRDC for secretariat shall seek and obtain review and approval of such minutes from its respective Party’s members of the JDC within […***…] ten (10) Business Days after each JRDC JDC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC JDC objects to the accuracy of such minutes within […***…] ten (10) Business Days of receipt.

Meetings. The JRDC shall Each JCC will meet at least […***…] times per Calendar QuarterYear, together with the applicable Joint Medical Affairs Subcommittee, unless the Parties mutually agree in writing to a different frequency for such meetingsfrequency. Either Party Each JCC may also call a special meeting of the JRDC (meet in person, by videoconference videoconference, or by teleconference) by , provided that at least […***…] prior written notice to of each JCC per Calendar Year will be in person unless the Parties otherwise mutually agree. In-person JCC meetings will be held at locations in Massachusetts alternately selected by Sage and by Biogen, or at any other location agreed by the members of the respective applicable JCC. Meetings of each JCC will be effective only if a quorum is present, which quorum will require the presence of at least one (1) representative of each Party. Each Party will bear the expense of its respective JCC members’ participation in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionJCC meetings. No later than […**] prior to the first meeting of the respective applicable JCC in the 2020 stub-Calendar Year and in each Calendar Year thereafter while such JCC exists, the co-chairpersons for such JCC will prepare a communication plan setting forth a schedule of the dates of each meeting for such JCC for that Calendar Year (a “JCC Communication Plan”). No later than [*…*] prior to any meeting of the JRDCrespective applicable JCC (or such shorter time period as the Parties may agree), the chairperson co-chairpersons of such JCC will work with the JRDC shall Alliance Managers to prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to may be included on such agenda, either prior to the meeting, and the Party proposing an item will provide materials to the representatives of such JCC no later than [**] prior to the JCC meeting to support discussion. A JCC co-chairperson may also call a special meeting of its JCC (by videoconference, teleconference or in person) if such JCC co-chairperson reasonably believes that a significant matter must be addressed prior to the course next scheduled meeting, in which event such JCC co-chairperson will work with the Alliance Managers to provide the members of such JCC, promptly after the decision is made to hold such special JCC meeting, with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu co-chairpersons of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its their respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall applicable JCC will be responsible for preparing reasonably detailed written minutes of meetings of such JCC that reflect all JRDC meetings that reflect, without limitation, all material decisions made and action items identified at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval meetings within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members such meeting of the JRDC objects such JCC, and endeavor to the accuracy of finalize such minutes within […***…] after each meeting of receiptsuch JCC.

Meetings. The JRDC Following its inception, the JCC shall meet at least […***…] one (1) time per Calendar Quarter, spaced at regular intervals unless the Parties mutually agree in writing to a different frequency for such meetingsfrequency. Either Party may also call a special meeting of the JRDC JCC (by videoconference or teleconference) by at least […***…] ten (10) Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, JCC no later than […***…] ten (10) Business Days prior to the special meeting, meeting with materials reasonably adequate to enable an informed decision; provided, however, that where a special meeting is called for on shorter notice with regard to a matter that does not admit delay, such notice and such materials shall be provided as early as possible in advance of such meeting. No later than […***…] ten (10) Business Days (or such shorter period as may be necessary in the event of a special meeting called for on shorter notice in accordance with the foregoing) prior to any meeting of the JRDCJCC, the chairperson of the JRDC secretariats shall jointly prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or or, subject to the consent of the other Party, in the course of such meeting. The JRDC JCC may meet in person, by videoconference videoconference, or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JCC meetings shall will be held at locations alternately selected and hosted by Dimension FibroGen and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetingsAstraZeneca. Meetings of the JRDC JCC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party shall report to the JCC on all material issues relating to the Commercialization of Products promptly after such issues arise. The chairperson of the JRDC host Party shall be responsible for preparing reasonably detailed written minutes the costs and expenses of all JRDC meetings the JCC meeting hosted, provided that reflecteach Party will bear the expense of its respective JCC members’ and other attendees’ participation in JCC meetings, without limitation, all material decisions made at such meetingsincluding travel costs. The JRDC chairperson shall send draft meeting minutes to each member secretariat of the JRDC for review and approval within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects to the accuracy of such minutes within […***…] of receipt.host

Meetings. The JRDC JCC shall meet at least […***…] per Calendar Quarter], unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] prior to any meeting of the JRDCJCC, the chairperson of the JRDC JCC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JCC (by videoconference, teleconference or in person) by providing at least [***] prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party shall work with the chairperson of the JCC to provide the members of the JCC no later than [***] prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC JCC may meet in person, by videoconference videoconference, or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JCC meetings shall be held at locations alternately selected by Dimension BPM and by BayerRoche or at any other location mutually agreed by the members of the JCC. Meetings of the JCC shall be effective only [***] of each Party are present or participating in such meeting. Each Party shall bear the expense of its respective JRDC JCC members’ participation in JRDC JCC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JRDC JCC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JCC chairperson shall send draft meeting minutes to each member of the JRDC JCC for review and approval within […***…] after each JRDC JCC meeting. Such Approved minutes shall be deemed approved unless one or more members of the JRDC objects distributed to the accuracy of such minutes within […***…] of receiptJCC by the JCC chairperson.

Meetings. The JRDC shall Each JDC will meet at least […***…] times per Calendar QuarterYear, unless the Parties mutually agree in writing to a different frequency for such meetingsfrequency. Either Party Each JDC may also call a special meeting of the JRDC (meet in person, by videoconference videoconference, or by teleconference) by , provided that at least […***…] prior written notice to of each JDC per Calendar Year will be in person unless the Parties otherwise agree. In-person JDC meetings will be held at locations in Massachusetts alternately selected by Sage and by Biogen, or at any other location agreed by the members of the respective applicable JDC. Meetings of each JDC will be effective only if a quorum is present, which quorum will require the presence of at least one (1) representative of each Party. Each Party will bear the expense of its respective JDC members’ participation in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionJDC meetings. No later than […**] prior to the first meeting of the respective applicable JDC in the 2020 stub-Calendar Year and in each Calendar Year thereafter while such JDC exists, the co-chairpersons for such JDC will prepare a communication plan setting forth a schedule of the dates of each meeting of such JDC for that Calendar Year (a “JDC Communication Plan”). No later than [*…*] prior to any meeting of the JRDCrespective applicable JDC (or such shorter time period as the Parties may agree), the chairperson co-chairpersons of such JDC will work with the JRDC shall Alliance Managers to prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to may be included on such agenda, either agenda prior to such meeting, and the Party proposing an item will provide detailed materials to the representatives of such JDC no later than [**] prior to the JDC meeting to support discussion. A JDC co-chairperson may also call a special meeting of its JDC (by videoconference, teleconference or in person) if such JDC co-chairperson reasonably believes that a significant matter must be addressed prior to the course next scheduled meeting, in which event such JDC co-chairperson will work with the Alliance Managers to provide the members of such JDC, promptly after the decision is made to hold such special JDC meeting, with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu co-chairpersons of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its their respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall applicable JDC will be responsible for preparing reasonably detailed written minutes of meetings of such JDC that reflect all JRDC meetings that reflect, without limitation, all material decisions made and action items identified at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval meetings within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members meeting of the JRDC objects such JDC, and endeavor to the accuracy of finalize such minutes within […***…] after each meeting of receiptsuch JDC.

Meetings. The JRDC JSC shall meet hold meetings at least […***…] per Calendar Quarter(3) three times each calendar year during the Term for so long as the JSC exists, unless the Parties mutually agree in writing to a different frequency for such meetings. The Subcommittees shall meet at such times as are agreed by the Parties. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party any Committee in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting and, reasonably in advance of such special meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, applicable Committee with materials reasonably adequate to enable an informed decisiondiscussion. No later than […***…] prior to any meeting Reasonably in advance of the JRDCeach Committee meeting, the chairperson of the JRDC Alliance Managers (or their designees), on an alternating basis, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC Each Committee may meet in person, by videoconference or by teleconference, provided, however, . No action taken at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC Committee meeting shall be effective only if unless at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC Alliance Managers (or their designees), on an alternating basis, shall be responsible for preparing reasonably detailed written minutes of all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson each Committee meeting and shall send draft meeting minutes to each member representative of the JRDC applicable Committee for review and approval within […***…] after each JRDC meetingreview. Such The Parties shall agree on meeting minutes promptly, but in any event no later than twenty (20) days following receipt thereof; provided that, if the Parties cannot agree as to the content of the meeting minutes by such timeframe, such minutes shall be deemed approved unless one or more members finalized to reflect any areas of disagreement. Each Party may invite, in addition to its Committee representatives, any number of employees (including employees of Affiliates) and, with the prior written consent of the JRDC objects other Party, not to the accuracy be unreasonably withheld, any number of Third Parties, to attend Committee meetings as non-voting participants, provided that, prior to attending such minutes within […***…] meetings, such Third Party participants shall be bound by written obligations of receiptconfidentiality and non-use consistent with those contained in this Agreement.

Meetings. The JRDC JSC shall meet in accordance with a schedule established by mutual written agreement of the Parties, but no less frequently than [****] per Calendar Quarter following the Effective Date until such time as the JSC is disbanded in accordance with this Agreement. Each of the co-chairpersons of the JSC may also call for special meetings to resolve matters within the purview of the JSC by providing at least […***…*] per Calendar Quarter, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] Business Days prior written notice to the other Party in (or such shorter period of time as may be agreed to by the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meetingother Party). The JSC shall meet by means of teleconference, and such Party shall provide the JRDCvideoconference or other similar means, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting of the JRDCbut if in-person meetings are necessary, the chairperson of the JRDC shall prepare location for meetings is expected to alternate between Evaxion and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetingsMSD facilities as practicable. Meetings of the JRDC shall JSC will be effective only if at least one (1) representative of each Party is present present. As appropriate, additional employees or participating consultants may, from time-to-time, attend the JSC meetings; provided that any such attendees who are Third Party personnel shall agree in such meetingwriting to comply with the confidentiality obligations under this Agreement; provided, further, that no Third Party personnel may attend unless otherwise agreed by both Parties. The chairperson Each Party shall bear its own expenses related to the attendance of the JRDC JSC meetings by its representatives. MSD’s designee (or alternatively, MSD’s Alliance Manager) shall be responsible for preparing reasonably detailed written keep minutes of each JSC meeting that records in writing all JRDC meetings that reflectdecisions made, without limitation, all material decisions made at such meetingsaction items assigned or completed and other appropriate matters. The JRDC chairperson MSD shall use reasonable efforts to send draft meeting minutes to each member all members of the JRDC for review and approval JSC within […***…*] Business Days after each JRDC meetinga meeting for review. Such Each member shall have [****] Business Days following receipt of such minutes in which to approve (such approval not to be unreasonably withheld, conditioned or delayed) or provide comments to the minutes. If a member, within such time period, does not notify MSD that they do not approve of the minutes, the minutes shall be deemed to have been approved unless one or more members of the JRDC objects to the accuracy of by such minutes within […***…] of receiptmember.

Meetings. The JRDC JCC shall meet at least […***…] one (1) time per Calendar Quarter, calendar quarter during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC JCC (by videoconference or teleconference) by upon at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, JCC no later than […***…] prior to the special meeting, meeting with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting of the JRDC, the chairperson of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics decision to be included on such agenda, either prior to or in the course of such meetingmade by its members. The JRDC JCC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] two (2) meetings per calendar year shall be in person at a mutually agreeable location or alternating each meeting between Cambridge, U.K. and Princeton, New Jersey, unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear be responsible for its own expenses relating [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the expense Securities and Exchange Commission pursuant to Rule 24b-2 of its respective JRDC members’ participation in JRDC the Securities Exchange Act of 1934, as amended. to such meetings. Meetings As appropriate, other employee representatives or agents of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meetingParties may attend JCC meetings as non-voting observers and/or presenters. The chairperson of the JRDC JCC shall be responsible for preparing reasonably detailed written minutes of all JRDC JCC meetings that reflect, without limitation, reflect and include all material decisions made at such meetings. The JRDC JCC chairperson shall send draft meeting minutes to each member of the JRDC JCC for review and approval within […***…] ten (10) business days after each JRDC JCC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC JCC objects to the accuracy of such minutes within […***…] ten (10) business days of receipt.

Meetings. The JRDC Following its inception, the JDC shall meet at least […***…] one (1) time per Calendar QuarterQuarter (or more frequently when necessary), spaced at regular intervals, unless the Parties mutually agree in writing to a different frequency for such meetingsfrequency. Either Party may also call a special meeting of the JRDC JDC (by videoconference or teleconference) by at least […***…] ten (10) Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, JDC no later than […***…] ten (10) Business Days prior to the special meeting, meeting with materials reasonably adequate to enable an informed decision; provided, however, that where a special meeting is called for on shorter notice with regard to a matter that does not admit delay, such notice and such materials shall be provided as early as possible in advance of such meeting. No later than […***…] ten (10) Business Days (or such shorter period as may be necessary in the event of a special meeting called for on shorter notice in accordance with the foregoing) prior to any meeting of the JRDCJDC, the chairperson of the JRDC secretariats shall jointly prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or or, subject to the consent of the other Party, in the course of such meeting. The JRDC JDC may meet in person, or at the request of either Party, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JDC meetings shall will be held at locations alternately selected and hosted by Dimension XxxxxXxx and by BayerAstraZeneca. Each Party shall report to the JDC on all material issues relating to the Development of Products for and in the Territory at the JDC meeting occurring after such issues arise. The host Party shall be responsible for the costs and expenses of the JDC meeting hosted, provided that each Party will bear the expense of its respective JRDC JDC members’ and other attendees’ participation in JRDC JDC meetings, including travel costs. Meetings of the JRDC JDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson secretariat of the JRDC host Party shall be responsible for preparing keeping reasonably detailed written minutes of all JRDC JDC meetings that reflect, without limitation, reflect all material decisions made at such meetings. The JRDC chairperson secretariat of the host Party shall send draft meeting minutes to the other Party’s secretariat, and each member of the JRDC for secretariat shall seek and obtain review and approval of such minutes from its respective Party’s members of the JDC within […***…] ten (10) Business Days after each JRDC JDC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC JDC objects to the accuracy of such minutes within […***…] of receipt.ten

Meetings. The JRDC JSC shall hold its first meeting within thirty (30) days after the Effective Date. The JSC shall meet at least […***…] one (1) time per Calendar Quarter, Quarter during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC JSC (by videoconference or teleconference) by at least […***…] ten (10) Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, JSC no later than […***…] ten (10) Business Days prior to the special meeting, meeting with materials reasonably adequate to enable an informed decision; provided, however, that where a special meeting is called for on shorter notice with regard to a matter that does not admit delay, such notice and such materials shall be provided as early as possible in advance of such meeting. No later than […***…] ten (10) Business Days (or such shorter period as may be necessary in the event of a special meeting called for on shorter notice in accordance with the foregoing) prior to any meeting of the JRDCJSC, the chairperson secretariats of the JRDC JSC shall jointly prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC JSC may meet in person, by videoconference or by teleconference, provided, however. Notwithstanding the foregoing, at least […***…] two (2) meetings per Calendar Year shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JSC meetings shall will be held at locations alternately selected and hosted by Dimension FibroGen and by BayerAstraZeneca. Each The host Party shall be responsible for the costs and expenses of the JSC meeting hosted, provided that each Party will bear the expense of its respective JRDC JSC members’ and other attendees’ participation in JRDC JSC meetings, including travel costs. Meetings of the JRDC JSC shall be effective only if at least one one (1) representative of each Party is present or participating in such meeting. The chairperson JSC secretariat of the JRDC shall host Party will be responsible for preparing keeping reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson JSC secretariat of the host Party shall send draft meeting minutes to the other Party’s JSC secretariat, and each member of the JRDC for secretariat shall seek and obtain review and approval of such minutes from its respective Party’s members of the JSC within […***…] ten (10) Business Days after each JRDC JSC meeting. Such minutes shall will be deemed approved unless one or more members of the JRDC JSC objects to the accuracy of such minutes within […***…] ten (10) Business Days of receipt.

Meetings. The JRDC JCC shall meet at least […***…] once per Calendar Quartercalendar quarter, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] Business Days prior to any meeting of the JRDCJCC, the chairperson of the JRDC JCC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC Either Party may meet also call a special meeting of the JCC (by videoconference, teleconference, or in person, ) by videoconference or by teleconference, provided, however, providing at least […***…] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party shall be work with the chairperson of the JCC to provide the members of the JCC no later than […***…] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JCC may meet in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference person, by videoconference, or by teleconference. In-person JRDC JCC meetings shall will be held at locations alternately selected by Dimension Galapagos and by Bayer. Each Party shall bear Gilead or at any other location mutually agreed by the expense members of its respective JRDC members’ participation in JRDC meetingsthe JCC. Meetings of the JRDC JCC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party shall report to the JCC on all material issues relating to the Commercialization of Licensed Products and Gilead Combination Products, as applicable, promptly after such issues arise. Each Party will bear the expense of its respective JCC members’ participation in JCC meetings. The chairperson of the JRDC shall will be responsible for preparing reasonably detailed written minutes of all JRDC JCC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JCC chairperson shall send draft meeting minutes to each member of the JRDC JCC for review and approval and the Alliance Managers for informational purposes within […***…] Business Days after each JRDC JCC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC JCC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case the Gilead Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JCC for review and approval within […***…] Business Days of receipt of the objection(s). The same review procedures and timelines set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. Minutes will be officially endorsed by the JCC at the next JCC meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC shall JSC will meet at least […***…] twice per Calendar QuarterYear, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting of the JRDC, the chairperson of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meetingfrequency. The JRDC JSC may meet in person, by videoconference videoconference, or by teleconference, provided, however, provided that at least […***…] shall one (1) meeting of the JSC per Calendar Year will be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconferenceperson. In-person JRDC JSC meetings shall will be held at locations in the United States and in Japan alternately selected by Dimension aTyr and by Bayer. Each Party shall bear Kyorin, or at any other location mutually agreed by the expense members of its respective JRDC members’ participation in JRDC meetingsthe JSC. Meetings of the JRDC shall JSC will be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. No later than five (5) Business Days prior to any meeting of the JRDC shall JSC (or such shorter time period as the Parties may agree), the Alliance Managers together will prepare and circulate an agenda for such meeting; provided, however, that either Party will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JSC at any meeting as part of such agenda will prepare and provide detailed materials to the JSC representatives to support discussion. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least ten (10) Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the Alliance Managers to provide the members of the JSC no later than three (3) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JSC chairperson will be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JSC chairperson shall will send draft meeting minutes to each member of the JRDC JSC for review and approval within […***…] twenty (20) Business Days after each JRDC JSC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC objects JSC object to the accuracy of such minutes within […***…] ten (10) Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JSC will be promptly circulated by the JSC chairperson to each member of the JSC for review and approval within ten (10) Business Days of receipt, with such process repeating until the meeting minutes are approval by all JSC members. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC Beginning within [*] Calendar Days of the JDC’s or Cempra’s receipt of the initial Marketing Application proposed for submission by or on behalf of Toyama or any Sublicensee (the “JCC Trigger”), the JCC shall meet at least […***…] times per Calendar QuarterYear, unless or more or less frequently as the Parties mutually may agree in writing to a different frequency for writing, on such meetings. Either Party may also call a special dates, and at such places and times, as provided herein or as the Parties shall agree in writing, provided that (i) the first meeting shall be held within [*] Calendar Days of the JRDC JCC Trigger (by videoconference or teleconference) by at least […***…] prior written notice to the other Party and in the any event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meetingsubmission of the above-referenced Marketing Application to any Governmental Authority), and such Party (ii) a meeting shall provide the JRDCbe held as soon as reasonably possible following, but in any event no later than within […***…] prior to Business Days of both the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting initial Regulatory Approval and initial Pricing Approval of the JRDC, the chairperson of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or Licensed Product in the course of such meeting. The JRDC may meet Field in personthe Territory, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of and (iii) a videoconference or teleconference. In-person JRDC meetings meeting shall be held as soon as reasonable possible following any suspension of Commercialization in the Territory following the First Commercial Sale in the Territory. Meetings of the JCC shall alternate between the offices of the Parties, or such other place as the Parties may agree. The members of the JCC also may convene or be polled or consulted from time to time by means of telecommunications, video conferences, electronic mail or correspondence, as deemed necessary or appropriate, provided that the Parties hold at locations alternately selected by Dimension and by Bayerleast one face-to-face meeting each year. Each Party shall bear all costs and expenses relating to its members’ attendance at meetings of the expense JCC. Toyama will designate one of its respective JRDC members’ participation in JRDC meetings. Meetings representatives as the chairperson of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meetingJCC. The chairperson of the JRDC shall be responsible for scheduling meetings, preparing and circulating an agenda in advance of each meeting, preparing and issuing minutes of each meeting within thirty (30) Calendar Days thereafter, revising such minutes to reflect timely comments thereon, and overseeing the ratification of such revised minutes. Within [*] Calendar Days following the end of each Calendar Quarter, and at least [*] Calendar Days in advance of each meeting of the JCC, Toyama shall provide Cempra with a reasonably detailed written minutes report and update describing efforts to Commercialize Licensed Products in the Field in the Territory and the results of all JRDC meetings that reflectsuch [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. efforts (such report to include information concerning targeted prescribers, without limitationnumber of sales representatives, all material decisions made at such meetingsadvertising and promotional expenses, prescription volume, quantity of samples, and number of detailing). The JRDC chairperson shall send draft Either Party may invite subject matter experts or other relevant personnel to attend any meeting minutes to each member of the JRDC for review and approval within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects to the accuracy of such minutes within […***…] of receiptJCC.

Meetings. The JRDC shall committee will meet as often as is necessary to fulfil its responsibilities, but at least […***…] once per Calendar Quarterterm. The Chair of the committee or any three committee members may, unless the Parties mutually agree by giving notice in writing to a different frequency for such meetings. Either Party may also the Clerk, call a special meeting unscheduled meetings as long as appropriate notice of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice seven working days is given to the other Party in members of the event such Party reasonably believes that committee. A shorter notice period may be given where the Chair of the committee decides a significant matter must particular financial issue needs addressing immediately. The frequency and dates for committee meetings will be addressed considered before the first Autumn term of the academic year. The Clerk to the committee (who acts as the Clerk to the governing board) will circulate an agenda, copies of minutes of the previous meeting and any papers to be considered no fewer than seven working days prior to the next regularly scheduled meeting. Members will withdraw from the full meeting if there is an identified or potential conflict of interest, or there is a motion to question their ability to remain impartial. The Clerk will take minutes of the meeting. These will be approved by the Chair of the committee as accurate representations of the meeting, and such Party shall provide before they are handed to committee members for final approval at the JRDCnext committee meeting. Following approval, no later than […***…] prior the Clerk will distribute the minutes to the special meeting, LGB. Confidential minutes will only be shared with materials reasonably adequate Local Governors who were present at the meeting where the confidential item was discussed. The committee may invite non-members to enable meetings to assist or advise on a particular matter. These additional attendees will not be entitled to vote on any matters. Every matter to be decided upon will be determined by a majority vote. Where there is an informed decision. No later than […***…] prior to any meeting equal division of the JRDCvotes, the chairperson of Chair will have the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayerdeciding vote. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval within […***…] after each JRDC meetingcommittee who is present at the meeting will be entitled to one vote. Such minutes A register of attendance shall be deemed approved unless one or more members of kept for each meeting and will be published on the JRDC objects to the accuracy of such minutes within […***…] of receiptacademy’s website on an annual basis.

Meetings. The JRDC shall JDC will meet at least once per […***…] per Calendar Quarter, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] prior to any meeting of the JRDCJDC (or such shorter time period as the Parties may agree), the chairperson of the JRDC shall Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JDC (by videoconference, teleconference or in person) by providing at least [***] prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the Alliance Manager to provide the members of the JDC no later than [***] prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC JDC may meet in person, by videoconference videoconference, or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JDC meetings shall will be held at locations in the United States alternately selected by Dimension Surface and by BayerNovartis or at any other location mutually agreed by the members of the JDC. Each Party shall will report to the JDC on all material issues relating to the Development of Antibody Candidates and Licensed Products for and in the Territory promptly after such issues arise. Each Party will bear the expense of its respective JRDC JDC members’ participation in JRDC JDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The JDC chairperson of the JRDC shall will be responsible for preparing reasonably detailed written minutes of all JRDC JDC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JDC chairperson shall will send draft meeting minutes to each member of the JRDC JDC for review and approval within […***…] after each JRDC JDC meeting. Such minutes shall Minutes will be deemed approved unless one or more [***] members of the JRDC JDC objects to the accuracy of such minutes within […***…] of receipt. Minutes will be officially endorsed by the JDC at the next JDC meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC JSC shall meet at least […***…] once per Calendar Quartercalendar month during the Term, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC JSC (by videoconference or teleconference) by upon at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting of the JRDC, the chairperson of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC JSC may meet in person, by videoconference or by teleconference, teleconference (provided, however, that, unless the Parties otherwise mutually agree, at least […***…] JSC meetings per [***] shall be in person unless until commencement of Development Stage 3 with respect to a Product in the Field in the Territory, after which at least [***] JSC meeting per [***] shall be in person, and MTTR shall have the right to select the location of the first in-person meeting (and, thereafter, the location shall be selected by the Parties mutually agree on an alternating basis). [***]. The participation at JSC meetings by the Consultants, in writing accordance with Section 3.2(a), shall be mandatory. Oncobiologics may have additional employee representatives and consultants of Oncobiologics attend JSC meetings as non-voting participants, including one employee to waive such requirement in lieu act as secretary of a videoconference or teleconferencethe meeting. InMTTR may have additional employee representatives and consultants of MTTR attend JSC meetings as non-person JRDC voting participants. All JSC meetings shall be held at locations alternately selected by Dimension conducted in English and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC all communications under this Agreement shall be effective only if at least one (1) representative of each Party is present or participating in such meetingEnglish. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson shall send draft meeting minutes to each member representative of the JRDC JSC for review and approval within […***…] after each JRDC the applicable meeting. Such minutes shall be deemed approved when signed by the chairperson from Oncobiologics and a JSC member from MTTR; such sign off should not be delayed and be provided within [***] after receipt thereof unless one or more members of the JRDC objects JSC representatives object to the accuracy of such minutes within said […***…] of receiptperiod.

Meetings. The JRDC JDC shall meet at least […***…] once per Calendar Quartercalendar quarter, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] Business Days prior to any meeting of the JRDCJDC, the chairperson of the JRDC JDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC Either Party may meet also call a special meeting of the JDC (by videoconference, teleconference, or in person, ) by videoconference or by teleconference, provided, however, providing at least […***…] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party shall be work with the chairperson of the JDC to provide the members of the JDC no later than […***…] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JDC may meet in person unless person, or at the Parties mutually agree in writing to waive such requirement in lieu request of a videoconference either Party, by videoconference, or by teleconference. In-person JRDC JDC meetings shall will be held at locations alternately selected by Dimension Galapagos and by BayerGilead or at any other location mutually agreed by the members of the JDC. Each Party shall report to the JDC on all material issues relating to the Development of Licensed Products for and in the Territory promptly after such issues arise. Each Party will bear the expense of its respective JRDC JDC members’ participation in JRDC JDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall will be responsible for preparing reasonably detailed written minutes of all JRDC JDC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JDC chairperson shall send draft meeting minutes to each member of the JRDC JDC for review and approval and to the Alliance Managers for informational purposes within […***…] Business Days after each JRDC JDC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC JDC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case the Gilead Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JDC for review and approval within […***…] Business Days of receipt of the objection(s). The same review procedures and timelines set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. Minutes will be officially endorsed by the JDC at the next JDC meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC During the period prior to [*], the JRC shall meet at least […***…] per Calendar Quarter[*], spaced at regular intervals unless the Parties mutually agree in writing to a different frequency for such meetingsfrequency. Either Thereafter, the JRC shall meet at least [*] per [*], spaced at regular intervals unless the Parties mutually agree in writing to a different frequency. Following the Initial Approval Date, either Party may also call a special meeting of the JRDC JRC (by videoconference or teleconference) by at least […***…] Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, JRC no later than […***…] Business Days prior to the special meeting, meeting with materials reasonably adequate to enable an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JRC with less than then [*] Business Days notice if the Parties agree that an issue warrants an expedited meeting. No later than […***…] Business Days prior to any meeting of the JRDCJRC, the chairperson of the JRDC JRC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC JRC may meet in person, or at the request of either Party, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JRC meetings shall will be held at locations in the U.S. alternately selected by Dimension Medivation and by BayerPartner. Each Party shall report to the JRC on all material issues relating to Regulatory Approvals of Products for and in the Territory at the JRC meeting [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. occurring after such issues arise. Each Party will bear the expense of its respective JRDC JRC members’ participation in JRDC JRC meetings. Meetings of the JRDC JRC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC JRC shall be responsible for preparing keeping reasonably detailed written minutes of all JRDC JRC meetings that reflect, without limitation, reflect all material decisions made at such meetings. The JRDC JRC chairperson shall send draft meeting minutes to each member of the JRDC JRC for review and approval within […***…] Business Days after each JRDC JRC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC JRC objects to the accuracy of such minutes within […***…] Business Days of receipt.

Meetings. The JRDC JSC shall meet at least […***…] once per Calendar Quarter, Quarter during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. The JSC shall hold its first meeting within sixty (60) days of the Effective Date. Either Party may also call a special meeting of the JRDC JSC (by videoconference or teleconference) by at least […***…] ten (10) Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, JSC no later than […***…] five (5) Business Days prior to the special meeting, meeting with materials reasonably adequate to enable an informed decision. No later than […***…] ten (10) Business Days prior to any meeting of the JRDCJSC, the chairperson of the JRDC JSC or a designate shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC JSC may meet in person, by videoconference or by teleconference, provided, however. Notwithstanding the foregoing, at least […***…] one (1) meeting per Calendar Year shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JSC meetings shall be held at locations alternately a mutually agreeable location or alternating each meeting between a location selected by Dimension MD Xxxxxxxx and by BayerImmatics US. Each Party shall bear the expense of its respective JRDC JSC members’ participation in JRDC JSC meetings. Meetings of the JRDC JSC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC JSC or a designate shall be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC JSC chairperson or a designate shall send draft meeting minutes to each member of the JRDC JSC for review and approval within […***…] twenty (20) days after each JRDC JSC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects JSC object to the accuracy of such minutes within […***…] twenty (20) days of receipt.

Meetings. The JRDC shall meet at least […***…] per Calendar Quarter, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting of the JRDC, the chairperson of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects to the accuracy of such minutes within […***…] of receipt.

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

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

Meetings. The JRDC shall JCC will meet at least […***…] twice per Calendar QuarterYear, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting of the JRDC, the chairperson of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meetingfrequency. The JRDC JCC may meet in person, by videoconference videoconference, or by teleconference, provided, however, provided that at least […***…] shall one (1) meeting of the JCC per Calendar Year will be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconferenceperson. In-person JRDC JCC meetings shall will be held at locations in the United States and in Japan alternately selected by Dimension Cxxxxx and by Bayer. Each Party shall bear Licensee, or at any other location mutually agreed by the expense members of its respective JRDC members’ participation in JRDC meetingsthe JCC. Meetings of the JRDC shall JCC will be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson Each Party will bear the expense of its respective JCC members’ participation in JCC meetings. No later than fifteen (15) days prior to the first meeting of the JRDC shall JCC in the stub-Calendar Year in which it is formed and in each Calendar Year thereafter while the JCC exists, the Alliance Managers will prepare a communication plan setting forth a schedule of the dates of each JCC meeting for that Calendar Year and a proposed agenda for each such meetings (“JCC Communication Plan”). No later than five (5) Business Days prior to any meeting of the JCC (or such shorter time period as the Parties may agree), the Alliance Managers together will prepare and circulate an agenda for such meeting based on the agenda previously included for such meeting in the JCC Communication Plan; provided, however, that either Party will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party which will be presenting to the JCC at any meeting as part of such agenda will prepare and provide detailed materials to the JCC representatives to support discussion. Either Party may also call a special meeting of the JCC (by videoconference, teleconference or in person) by providing at least ten (10) Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the Alliance Managers to provide the members of the JCC no later than three (3) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JCC chairperson will be responsible for preparing reasonably detailed written minutes of all JRDC JCC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JCC chairperson shall will send draft meeting minutes to each member of the JRDC JCC for review and approval within […***…] ten (10) Business Days after each JRDC JCC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC objects JCC object to the accuracy of such minutes within […***…] ten (10) Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JCC will be promptly circulated by the JCC chairperson to each member of the JCC for review and approval within ten (10) Business Days of receipt, with such process repeating until the meeting minutes are approved by all JCC members. Minutes will be officially endorsed by the JCC at the next JCC meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC shall Each Joint Medical Affairs Subcommittee will meet at least […***…] times per Calendar QuarterYear, together with the applicable JCC (in which case the meeting logistics of Section 2.4.3 (Meetings) will apply), unless the Parties mutually agree in writing to a different frequency, and will meet separately from the JCC on such frequency for such meetingsas is agreed by the Parties with respect to Medical Affairs Activities-specific matters. Either Party Each Joint Medical Affairs Subcommittee may also call a special meeting of the JRDC (meet in person, by videoconference videoconference, or by teleconference) by , provided that at least […***…] prior written notice of each Joint Medical Affairs Subcommittee per Calendar Year will be in person unless the Parties otherwise mutually agree. With respect to any independent meetings of the Joint Medical Affairs Subcommittee regarding Medical Affairs Activities-specific matters, in-person meetings will be held at locations in Massachusetts alternately selected by Sage and by Biogen, or at any other location agreed by the members of the respective applicable Joint Medical Affairs Subcommittee. Meetings of each Joint Medical Affairs Subcommittee will be effective only if a quorum is present, which quorum will require the presence of at least one (1) representative of each Party. Each Party will bear the expense of its respective Joint Medical Affairs Subcommittee members’ participation in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionJoint Medical Affairs Subcommittee meetings. No later than […**] prior to the first meeting of the respective applicable Joint Medical Affairs Subcommittee in the 2020 stub-Calendar Year and in each Calendar Year thereafter while such Joint Medical Affairs Subcommittee exists, the co-chairpersons for such Joint Medical Affairs Subcommittee will prepare a communication plan setting forth a schedule of the dates of each meeting for such Joint Medical Affairs Subcommittee for that Calendar Year (a “Joint Medical Affairs Subcommittee Communication Plan”). No later than [*…*] prior to any meeting of the JRDCrespective applicable Joint Medical Affairs Subcommittee (or such shorter time period as the Parties may agree), the chairperson co-chairpersons of such Joint Medical Affairs Subcommittee will work with the JRDC shall Alliance Managers to prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to may be included on such agenda, either prior to the meeting, and the Party proposing an item will provide materials to the representatives of such Joint Medical Affairs Subcommittee no later than [**] prior to the Joint Medical Affairs Subcommittee meeting to support discussion. A Joint Medical Affairs Subcommittee co-chairperson may also call a special meeting of its Joint Medical Affairs Subcommittee (by videoconference, teleconference or in the course of person) if such meeting. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall Joint Medical Affairs Subcommittee co-chairperson reasonably believes that a significant matter must be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects addressed prior to the accuracy of next scheduled meeting, in which event such minutes within […***…] of receipt.Joint Medical Affairs Subcommittee

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

Meetings. The JRDC JCC shall meet at least […***…] once per Calendar Quarter, Quarter during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] Business Days prior to any meeting of the JRDCJCC, the Alliance Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JRDC JCC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JCC by providing at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party shall work with the chairperson of the JCC and Alliance Managers of each Party to provide the members of the JCC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JRDC Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JCC consideration. The JCC may meet in in-person, by videoconference or by teleconference, provided, however. Notwithstanding the foregoing, at least […***…] one (1) meeting per Calendar Year shall be in in-person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconferencerequirement. In-person JRDC JCC meetings shall will be held at locations alternately selected by Dimension Arcus and by BayerGilead, with [***] selecting the location of the first in-person JCC meeting, or at any other location mutually agreed by the members of the JCC. Each Party shall bear the cost and expense of its respective JRDC JCC members’ participation in JRDC JCC meetings. Meetings of the JRDC JCC shall be effective only if at least one (1) representative of each Party (which representative is not such Party’s Alliance Manager) are present or participating in such meeting. The chairperson Alliance Manager of the JRDC Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JRDC JCC meetings that reflect, without limitation, all reflect material decisions made and action items identified at such meetings. The JRDC chairperson Such Alliance Manager shall send draft meeting minutes to each member of the JRDC JCC for review and approval within […***…] Business Days after each JRDC JCC meeting. Such minutes shall be deemed approved unless one (1) or more members of the JRDC JCC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JCC for review and approval within [***] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JCC, the minutes shall be promptly signed by the Alliance Managers.

Meetings. The JRDC JDC shall meet at least […***…] per Calendar Quarter], unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] prior to any meeting of the JRDCJDC, the chairperson of the JRDC JDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JDC (by videoconference, teleconference or in person) by providing at [***] prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party shall work with the chairperson of the JDC to provide the members of the JDC no later than [***] prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC JDC may meet in person, or at the request of either Party, by videoconference videoconference, or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JDC meetings shall be held at locations alternately selected by Dimension BPM and by BayerRoche or at any other location mutually agreed by the members of the JDC. Each Party shall report to the JDC on all material issues relating to the Development of Licensed Products for and in the Territory promptly after such issues arise. Each Party shall bear the expense of its respective JRDC JDC members’ participation in JRDC JDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JRDC JDC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JDC chairperson shall send draft meeting minutes to each member of the JRDC JDC for review and approval within […***…] after each JRDC JDC meeting. Such Approved minutes shall be deemed approved unless one or more members of the JRDC objects distributed to the accuracy of such minutes within […***…] of receiptJDC by the JDC chairperson.

Meetings. The JRDC JSC and each JSC subcommittee shall meet hold meetings at such times as it elects to do so, but in no event shall such meetings be held less frequently than once every [***] for the JSC and not less frequently than every [***] for the JSC subcommittees (or at such other frequency as the JSC or relevant JSC subcommittee shall determine). In order to bring all issues up-to-date, every other JSC subcommittee meeting shall thereby take place at least […***…] per Calendar Quarterbefore the next JSC meeting and the relevant subcommittee shall inform the JSC about any recommendations as well as refer unresolved matters to the JSC meeting. The JSC and the JSC subcommittees shall meet alternately at BASILEA’s facilities in Switzerland, and ASTELLAS’ facilities or at such other locations as the Parties may agree. Other employees of each Party involved in the Development, Manufacturing, Commercialization or Regulatory Approval of the Product may attend meetings of the JSC or the JSC subcommittees (as non-voting participants, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting they are members of the JRDC (relevant group), as needed, and consultants, representatives, or advisors involved in the Development, Manufacture, Commercialization or Regulatory Approval of the Product may attend meetings of each of the JSC and JSC subcommittees as non-voting observers; provided that such Third Party representatives are under obligations of confidentiality and non use applicable to the Confidential Information of each Party and subject to consent of the other Party, which shall not be unreasonably withheld. Each Party shall be responsible for all of its own expenses of participating in the JSC or the JSC subcommittees. Meetings of the JSC and the JSC subcommittees may be held by videoconference audio or teleconference) by video teleconference with the consent of each Party; provided that at least […***…] prior written notice of the JSC and each JSC subcommittee shall be held in person. Each Party has the right to request meetings if deemed necessary according to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionrequesting Party. No later than […***…] prior to action taken at any meeting of the JRDC, the chairperson of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC JSC shall be effective only if at least one (1) unless a representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects to the accuracy of such minutes within […***…] of receiptparticipating.

Meetings. The JRDC JMC shall meet at least […***…] per Calendar Quarter[*], spaced at regular intervals unless the Parties mutually agree in writing to a different frequency for such meetingsfrequency. Either Party may also call a special meeting of the JRDC JMC (by videoconference or teleconference) by at least […***…] Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, JMC no later than […***…] Business Days prior to the special meeting, meeting with materials reasonably adequate to enable an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JMC with less than then [*] Business Days notice if the Parties agree that an issue warrants an expedited meeting. No later than […***…] Business Days prior to any meeting of the JRDCJMC, the chairperson of the JRDC JMC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC JMC may meet in person, by videoconference videoconference, or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JMC meetings shall will be held at locations in the U.S. alternately selected by Dimension Medivation and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetingsPartner. Meetings of the JRDC JMC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party shall report to the JMC on all material issues relating to the manufacturing of Products promptly after such issues arise. Each Party will bear the expense of its respective JMC members’ participation in JMC meetings. The chairperson of the JRDC shall will be responsible for preparing reasonably detailed written minutes of all JRDC JMC meetings that reflect, without limitation, reflect all material decisions made at such meetings. The JRDC JMC chairperson shall send draft meeting minutes to each member of the JRDC JMC for review and approval within […***…] Business Days after each JRDC JMC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC JMC objects to the accuracy of such minutes within […***…] Business Days of receipt. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Meetings. The JRDC Parties shall endeavor to have their first meeting of the JSC within thirty (30) days after the Effective Date. The JSC shall meet at least […***…**] per Calendar Quarter, Quarter during the Term spaced at regular intervals unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC JSC (by videoconference or teleconference) by at least […***…] ten (10) Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, JSC no later than […***…] five (5) Business Days prior to the special meeting, meeting with materials reasonably adequate to enable an informed decision; provided that for urgent matters, a Party may call a special meeting of the JSC with less than (10) Business Days’ notice if the Parties agree that an issue warrants an expedited meeting. No later than […***…] ten (10) Business Days prior to any regularly scheduled meeting of the JRDCJSC, the chairperson chairpersons of the JRDC JSC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC JSC may meet in person, by videoconference or by teleconference, provided, however. Notwithstanding the foregoing, at least […***…**] per Calendar Year shall be in person through the end of [*****], and thereafter at least [*****] per Calendar Year shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JSC meetings shall will be held at locations in the U.S. alternately selected by Dimension Anacor and by BayerSandoz. Each Party shall will bear the expense of its respective JRDC JSC members’ participation in JRDC JSC meetings. Meetings of the JRDC JSC shall be effective only if at least one (1) representative [*****] of each Party is present or participating in such meeting. The chairperson chairpersons of the JRDC shall JSC will be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson JSC chairpersons shall send draft meeting minutes to each member of the JRDC JSC for review and approval within […***…] ten (10) Business Days after each JRDC JSC meeting. Such minutes shall will be deemed approved unless one or more members of the JRDC objects JSC object to the accuracy of such minutes within […***…] ten (10) Business Days of receipt.

Meetings. The JRDC JMAC shall meet at least […***…] per Calendar Quarter], spaced at regular intervals unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] prior to any meeting of the JRDCJMAC, the chairperson of the JRDC JMAC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JMAC (by videoconference, teleconference or in person) by providing at least [*] prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party shall work with the chairperson of the JMAC to provide the members of the JMAC no later than [*] prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC JMAC may meet in person, by videoconference videoconference, or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JMAC meetings shall will be held at locations in the U.S. alternately selected by Dimension Medivation and by Bayer. Each Party shall bear Astellas or at any other location mutual agreed by the expense members of its respective JRDC members’ participation in JRDC meetingsthe JMAC. Meetings of the JRDC JMAC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party shall report to the JMAC on all material issues relating to Medical Affairs Activities with respect to Products promptly after such issues arise. Each Party will bear the expense of its [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the securities and exchange commission pursuant to rule 24b-2 of the securities exchange act of 1934, as amended. respective JMAC members’ participation in JMAC meetings. The chairperson of the JRDC shall will be responsible for preparing reasonably detailed written minutes of all JRDC JMAC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JMAC chairperson shall send draft meeting minutes to each member of the JRDC JMAC for review and approval within […***…] after each JRDC JMAC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC JMAC objects to the accuracy of such minutes within […***…] of receipt. Minutes will be officially endorsed by the JMAC at the next JMAC meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC JTT shall meet (by videoconference, teleconference, or in person) with such meeting frequency as agreed by the JTT. Either Party’s representatives on the JTT may also call a meeting of the JTT (by videoconference, teleconference, or in person) by providing at least […***…] per Calendar Quarter, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionParty’s representatives. No later than […***…] prior Prior to any meeting of the JRDCJTT, the chairperson of the JRDC JTT shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JTT consideration. The JTT may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall will bear the expense of its respective JRDC JTT members’ participation in JRDC JTT meetings. Meetings of the JRDC JTT shall be effective only if at least one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The chairperson Alliance Manager of the JRDC […***…] shall be responsible for preparing reasonably detailed written minutes of all JRDC JTT meetings that reflect, without limitation, all reflect material decisions made and action items identified at such meetings. The JRDC chairperson Such Alliance Manager shall send draft meeting minutes to each member of the JRDC JTT for review and approval within […***…] Business Days after each JRDC JTT meeting. Such minutes shall will be deemed approved unless one or more members of the JRDC JTT objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JTT for review and approval within […***…] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. Minutes will be officially endorsed by the JTT at the next JTT meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC shall meet Business meetings of the PPG will be arranged to take place at least […***…] per Calendar Quarterquarterly and usually will be held at the Practice’s premises. At the meeting when this (or a modified) form of ‘Constitution and Terms of Reference’ is first adopted, the meeting will also approve the appointments of the Chairperson and Secretary of MVPPG. Both appointments will be for whatever period is agreed, but appointees will be eligible for re-appointment. A senior member of the Practice will attend each meeting. A meeting will be quorate when at least 5 members, excluding Practice-staff attendees, are present. If the Chairperson is absent from any meeting, the members present will elect a temporary chairperson to assume the position for that meeting only. If the Secretary is prevented from attending a meeting, the members present will seek a replacement from those present, who will act as secretary for that meeting only. Members should make every effort to attend meetings on a regular basis. A member (but not a new member who has not attended previously) who cannot attend a meeting should submit their apology to the Secretary, in advance of the meeting. All Practice staff will be entitled to attend meetings. All efforts will be made to ensure that the agenda of each meeting will be issued via the Practice Manager, 7 days before the meeting, by email, post, or whatever other means might be agreed with the individuals concerned – its contents having been pre-agreed by the Chairperson of the PPG and the Practice Manager. Items for inclusion in the agenda of a meeting should be submitted to the Practice Manager at least 10 days before the meeting, in order that they can be included in the agenda of the meeting and enable its timely issue. At the end of each meeting, the Chairperson will summarise any action points that have been agreed, and will remind the member/s responsible for taking those actions. The Secretary will be responsible for taking minutes of meetings and for arranging issue of them, via the Practice Manager, by email, post, or whatever other means might be agreed with individuals - and for dealing with any correspondence, unless otherwise agreed. The Secretary will aim to produce minutes and arrange for them to be issued within 10 days following a meeting. All attendees should conduct themselves in a courteous and professional manner at meetings. Any member who is disruptive, or is not co-operative, may be asked to leave by the Parties mutually agree Chairperson, after consultation with the members present. A member should seek to address a meeting via the ‘Chair’, to ensure that meetings are disciplined and that any less confident members are not inhibited from speaking. Members will treat items discussed as confidential, where appropriate. To receive all relevant information from the Practice and to contribute to the Practice’s decision making process in writing regard to the provision and development of services offered by the Practice. To be represented by nominated members, at meetings with nominated Practice staff/Partners, as appropriate, to discuss specific projects/issues that arise from PPG meetings. To receive from/via the Practice, details of actions and policies proposed by the local Clinical Commissioning Group, and to make representations to that group, with a view to influencing its decisions. To discuss relevant problems/ issues which arise in the Practice and in the local community. To conduct and/or assist the Practice in conducting surveys of patients - thereby enabling patients to comment on the Practice’s performance and to suggest changes – and to review patients’ responses. To assist the Practice in producing action plans arising from patient surveys. To communicate information received, concerning patients’ needs, concerns and interests, to the Practice and to any other relevant bodies. To provide input to publications proposed by the Practice, to ensure clear, plain language presentation for the benefit of patients, as may be deemed necessary. To provide links with appropriate support groups, for the benefit of patients with particular needs. To provide a forum enabling the exchange of information on medical and health issues, to promote health education and, where appropriate, to influence local health-care issues. To influence the provision of local secondary health and social care, and act as patient representatives when appropriate. To liaise with other PPGs, to share best practice and ideas, for the benefit of patients and staff of the Practice. To nominate representatives to attend relevant external meetings, such as meetings of other PPGs, the National Association for Patient Participation Annual Conference etc. To co-operate with the Practice in seeking to ensure that membership of MVPPG represents, as far as is achievable, a cross-section of the Practice’s patients, as to age, gender, social and ethnic background and ability. To appoint sub-committees as necessary and as appropriate to consider particular matters that may require attention. Such sub-committees will generally report their proposals to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to PPG for discussion and approval. However, where prompt action is required, the other Party in Chairperson may authorise consultation with the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting membership of the JRDC, the chairperson PPG via e-mail or post. To review this form of the JRDC shall prepare ‘Constitution and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course Terms of such meeting. The JRDC may meet in person, by videoconference or by teleconference, provided, howeverReference’, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects to the accuracy of such minutes within […***…] of receiptannually.

Meetings. The JRDC Each Committee shall meet hold meetings at least […***…] per Calendar Quartersuch times as it elects to do so, provided that unless the Parties mutually otherwise agree in writing to a different frequency for such meetings, each of the JDC and the JSC shall meet at least three (3) times each calendar year and the JEC shall meet at least once each calendar year. Either Party may also call a special meeting of the JRDC a Committee (by videoconference or teleconference) by at least […***…] ten (10) business days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, applicable Committee no later than […***…] ten (10) business days prior to the special meeting, meeting with materials reasonably adequate to enable an informed decisiondecision at such meeting. No later than […***…] ten (10) business days prior to any meeting of the JRDCCommittee meeting, the chairperson co-chairpersons of the JRDC such Committee shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC Each Committee may invite non-members (including consultants and advisors of a Party who are under an obligation of confidentiality consistent with this Agreement) to participate in its meetings, provided, that, such non-member participants shall have no voting authority at such meetings, and may be excluded by either Party if there is an actual or potential conflict of interest. Each Committee may meet in person, by videoconference or by teleconference, provided, however, at least […***…] one (1) meeting of each Committee per calendar year shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconferencerequirement. In-person JRDC Committee meetings shall be held at locations alternately selected by Dimension in Milan, Italy and by BayerParis, France. Each Party shall bear the expense of its respective JRDC Committee members’ participation in JRDC Committee meetings. Meetings of the JRDC Committee meetings shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson co-chairpersons of the JRDC a Committee shall be responsible for preparing reasonably detailed written minutes of all JRDC meetings of such Committee that reflect, without limitation, reflect all material decisions made at such meetings. The JRDC chairperson co-chairpersons shall send draft meeting minutes to each member of the JRDC such Committee for review and approval within […***…] promptly after each JRDC Committee meeting. Such minutes shall be deemed approved unless one or more members of the JRDC such Committee objects to the accuracy of such minutes within […***…] thirty (30) days of receiptreceipt by such member.

Meetings. The JRDC During the period prior to [*], the JDC shall meet at least […***…] per Calendar Quarter[*], spaced at regular intervals unless the Parties mutually agree in writing to a different frequency for such meetingsfrequency. Either Thereafter, the JDC shall meet at least [*] per [*], spaced at regular intervals unless the Parties mutually agree in writing to a different frequency. Following the Initial Approval Date, either Party may also call a special meeting of the JRDC JDC (by videoconference or teleconference) by at least […***…] Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. scheduled meeting, and such Party shall provide the JRDC, JDC no later than […***…] Business Days prior to the special meeting, meeting with materials reasonably adequate to enable an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JDC with less than then [*] Business Days notice if the Parties agree that an issue warrants an expedited meeting. No later than […***…] Business Days prior to any meeting of the JRDCJDC, the chairperson of the JRDC JDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC JDC may meet in person, or at the request of either Party, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JDC meetings shall will be held at locations in the U.S. alternately selected by Dimension Medivation and by BayerPartner. Each Party shall report to the JDC on all material issues relating to the Development of Products for and in the Territory at the JDC meeting occurring after such issues arise. Each Party will bear the expense of its respective JRDC JDC members’ participation in JRDC JDC meetings. Meetings of the JRDC JDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC JDC shall be responsible for preparing keeping reasonably detailed written minutes of all JRDC JDC meetings that reflect, without limitation, reflect all material decisions made at such meetings. The JRDC JDC chairperson shall send draft meeting minutes to each member of the JRDC JDC for review and approval within […***…] Business Days after each JRDC JDC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC JDC objects to the accuracy of such minutes within […***…] Business Days of receipt.

Meetings. The JRDC shall meet at least […***…] per Calendar QuarterFrom time to time, unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party JSC may also call a special meeting establish working groups or subcommittees of the JRDC JSC (by videoconference “Subcommittees”) as it deems necessary to oversee particular activities or teleconference) by at least […***…] prior written notice otherwise achieve the objectives and intent of this Agreement in addition to the other Party Subcommittees of the JSC that are the JDC, JPC and JRC (which have been set out in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meetingthis Agreement), and such Party shall provide Subcommittees will be constituted and have such responsibility, and be subject to such procedures, as the JRDCJSC approves. The JDC, no later than […***…] prior JPC and JRC will meet as necessary to the special meetingcarry out their respective duties, with materials reasonably adequate to enable an informed decisionbut at least once per Calendar Quarter during their respective tenure, unless otherwise agreed by its members. No later than […***…] prior to any meeting of the JRDCThe meetings may occur in person or via teleconference or videoconference. For in person meetings, the chairperson location ‑26‑ of the JRDC shall prepare Subcommittee meetings will alternate between a location designated by GSK and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC may meet in person, a location designated by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by BayerWave. Each Party shall bear the expense of will be responsible for its respective JRDC members’ participation own expenses in JRDC attending such meetings. Meetings of the JRDC shall each such Subcommittee will be effective only if at least one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The chairperson As appropriate, the Parties may invite, on written confirmation by email to the other Party, a reasonable number of its employees that are needed for the specific discussion, and external consultants and scientific advisors only upon notice and written approval of the JRDC shall other Party, to attend its meetings as non-voting observers; provided that such invitees are bound by appropriate confidentiality and non-use obligations substantially similar to the ones set forth in this Agreement. The Alliance Managers will be responsible for preparing agendas and, after each meeting of each such Subcommittee, preparing reasonably detailed written minutes of (in English) that reflect material recommendations made and action items identified at all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC Minutes will be circulated via e-mail for review and approval of each such Subcommittee within […***…] after each JRDC meeting. Such Approval of Subcommittee meeting minutes shall will be deemed approved unless one or more members documented in the minutes of the JRDC objects to the accuracy next meeting of such minutes within […***…] of receiptSubcommittee.

Meetings. The JRDC JMAC shall meet at least […***…] per Calendar Quarter], spaced at regular intervals unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] prior to any meeting of the JRDCJMAC, the chairperson of the JRDC JMAC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JMAC (by videoconference, teleconference or in person) by providing at least [*] prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party shall work with the chairperson of the JMAC to provide the members of the JMAC no later than [*] prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC JMAC may meet in person, by videoconference videoconference, or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JMAC meetings shall will be held at locations in the U.S. alternately selected by Dimension Medivation and by Bayer. Each Party shall bear Astellas or at any other location mutual agreed by the expense members of its respective JRDC members’ participation in JRDC meetingsthe JMAC. Meetings of the JRDC JMAC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party shall report to the JMAC on all material issues relating to Medical Affairs Activities with respect to Products promptly after such issues arise. Each Party will bear the expense of its respective JMAC members’ participation in JMAC meetings. The chairperson of the JRDC shall will be responsible for preparing reasonably detailed written minutes of all JRDC JMAC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JMAC chairperson shall send draft meeting minutes to each member of the JRDC JMAC for review and approval within […***…] after each JRDC JMAC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC JMAC objects to the accuracy of such minutes within […***…] of receipt. Minutes will be officially endorsed by the JMAC at the next JMAC meeting, and will be signed by the Alliance Managers.

Meetings. The JRDC shall JSC will meet (a) at least […***…] prior to March 31, 2024, (b) at least [***] per Calendar QuarterKaken Fiscal Year after March 31, 2024 and prior to obtaining Regulatory Approval for the Initial Indication in the Kaken Territory and (c) at least [***] per Kaken Fiscal Year after obtaining such Regulatory Approval, unless the Parties mutually agree in writing to not meet or to meet at a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any meeting of the JRDC, the chairperson of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meetingfrequency. The JRDC JSC may meet in person, by videoconference videoconference, or by teleconference, provided, however, at least . The first JSC meeting shall be held within […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings]. Meetings of the JRDC shall JSC will be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson Each Party will bear the expense of its respective JSC members’ participation in JSC meetings, with any fees for interpretation being borne fifty percent (50%) by each Party. No later than five (5) Business Days prior to any meeting of the JRDC shall JSC (or such shorter time period as the Parties may agree), the Alliance Managers together will prepare and circulate an agenda for such meeting; provided, however, that either Party will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting, and any Party that will be presenting to the JSC at any meeting as part of such agenda will prepare and provide detailed materials to the JSC representatives to support discussion. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least ten (10) Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the Alliance Managers to provide the members of the JSC no later than three (3) Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision, with the reasonable fees for interpretation at such a special meeting being borne entirely by the Party requesting the special meeting. The JSC chairperson will be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC JSC chairperson shall will send draft meeting minutes to each member of the JRDC JSC for review and approval within […***…] ten (10) Business Days after each JRDC JSC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC JSC objects to the accuracy of such minutes within […***…] ten (10) Business Days of receipt. Any material changes proposed to any meeting minutes by either Party’s members of the JSC will be promptly circulated by the JSC chairperson to each member of the JSC for review and approval within ten (10) Business Days of receipt, with such process repeating until the meeting minutes are approved by all JSC members. Minutes will be officially endorsed by the JSC at the next JSC meeting and will be signed by one (1) JSC representative of each Party.

Meetings. The JRDC shall During the Term, the JSC will meet on at least a […*] basis, [*] the JSC will meet on at least a [*…] per Calendar Quarterbasis, unless otherwise agreed to by the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionJSC. No later than […***…] prior to any meeting of the JRDCJSC, the chairperson of the JRDC shall Alliance Managers will jointly prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [*] prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, in which event such Party will work with the Chairperson of the JSC to provide the members of the JSC no later than [*] prior to the special meeting with an agenda for the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JRDC JSC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JSC meetings shall will be held at locations alternately selected agreed upon by Dimension HFB and by BayerFibroGen. Each Party shall will bear the expense of its respective JRDC JSC members’ participation in JRDC JSC meetings. Meetings of the JRDC shall JSC will be effective only if at least one (1) representative of each Party is [*] are present or participating (including by videoconference or teleconference) in such meeting. The chairperson of the JRDC shall Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, all reflect material decisions made and action items identified at such meetings. The JRDC chairperson shall Alliance Managers will send draft meeting minutes to each member of the JRDC JSC for review and approval within […***…] after each JRDC JSC meeting. Such minutes shall will be deemed approved unless one or more [*] members of the JRDC JSC objects to the accuracy of such minutes within […***…] of receipt.

Meetings. The JRDC JMC shall meet at least […***…] once per Calendar Quarter, Quarter during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] Business Days prior to any meeting of the JRDCJMC, the Alliance Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JRDC JMC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JMC by providing at least [***] Business Days’ prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party shall work with the chairperson of the JMC and Alliance Managers of each Party to provide the members of the JMC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JRDC Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JMC consideration. The JMC may meet in in-person, by videoconference or by teleconference, provided, however. Notwithstanding the foregoing, at least […***…] one (1) meeting per Calendar Year shall be in in-person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconferencerequirement. In-person JRDC JMC meetings shall will be held at locations alternately selected by Dimension Arcus and by BayerGilead, with [***] selecting the location of the first in-person JMC meeting, or at any other location mutually agreed by the members of the JMC. Each Party shall bear the cost and expense of its respective JRDC JMC members’ participation in JRDC JMC meetings. Meetings of the JRDC JMC shall be effective only if at least one (1) representative of each Party (which representative is not such Party’s Alliance Manager) are present or participating in such meeting. The chairperson Alliance Manager of the JRDC Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JRDC JMC meetings that reflect, without limitation, all reflect material decisions made and action items identified at such meetings. The JRDC chairperson Such Alliance Manager shall send draft meeting minutes to each member of the JRDC JMC for review and approval within […***…] Business Days after each JRDC JMC meeting. Such minutes shall be deemed approved unless one (1) or more members of the JRDC JMC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JMC for review and approval within [***] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JMC, the minutes shall be promptly signed by the Alliance Managers.

Meetings. The JRDC shall Each Joint Medical Affairs Subcommittee will meet at least […***…] times per Calendar QuarterYear, together with the applicable JCC (in which case the meeting logistics of Section 2.4.3 (Meetings) will apply), unless the Parties mutually agree in writing to a different frequency, and will meet separately from the JCC on such frequency for such meetingsas is agreed by the Parties with respect to Medical Affairs Activities-specific matters. Either Party Each Joint Medical Affairs Subcommittee may also call a special meeting of the JRDC (meet in person, by videoconference videoconference, or by teleconference) by , provided that at least […***…] prior written notice of each Joint Medical Affairs Subcommittee per Calendar Year will be in person unless the Parties otherwise mutually agree. With respect to any independent meetings of the Joint Medical Affairs Subcommittee regarding Medical Affairs Activities-specific matters, in-person meetings will be held at locations in Massachusetts alternately selected by Sage and by Biogen, or at any other location agreed by the members of the respective applicable Joint Medical Affairs Subcommittee. Meetings of each Joint Medical Affairs Subcommittee will be effective only if a quorum is present, which quorum will require the presence of at least one (1) representative of each Party. Each Party will bear the expense of its respective Joint Medical Affairs Subcommittee members’ participation in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionJoint Medical Affairs Subcommittee meetings. No later than […**] prior to the first meeting of the respective applicable Joint Medical Affairs Subcommittee in the 2020 stub-Calendar Year and in each Calendar Year thereafter while such Joint Medical Affairs Subcommittee exists, the co-chairpersons for such Joint Medical Affairs Subcommittee will prepare a communication plan setting forth a schedule of the dates of each meeting for such Joint Medical Affairs Subcommittee for that Calendar Year (a “Joint Medical Affairs Subcommittee Communication Plan”). No later than [*…*] prior to any meeting of the JRDCrespective applicable Joint Medical Affairs Subcommittee (or such shorter time period as the Parties may agree), the chairperson co-chairpersons of such Joint Medical Affairs Subcommittee will work with the JRDC shall Alliance Managers to prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to may be included on such agenda, either prior to the meeting, and the Party proposing an item will provide materials to the representatives of such Joint Medical Affairs Subcommittee no later than [**] prior to the Joint Medical Affairs Subcommittee meeting to support discussion. A Joint Medical Affairs Subcommittee co-chairperson may also call a special meeting of its Joint Medical Affairs Subcommittee (by videoconference, teleconference or in person) if such Joint Medical Affairs Subcommittee co-chairperson reasonably believes that a significant matter must be addressed prior to the course next scheduled meeting, in which event such Joint Medical Affairs Subcommittee co-chairperson will work with the Alliance Managers to provide the members of such Joint Medical Affairs Subcommittee, promptly after the decision is made to hold such special Joint Medical Affairs Subcommittee meeting, with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu co-chairpersons of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its their respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall applicable Joint Medical Affairs Subcommittee will be responsible for preparing reasonably detailed written minutes of meetings of such Joint Medical Affairs Subcommittee that reflect all JRDC meetings that reflect, without limitation, all material decisions made and action items identified at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval meetings within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members such meeting of the JRDC objects such Joint Medical Affairs Subcommittee, and endeavor to the accuracy of finalize such minutes within […***…] after each meeting of receiptsuch Joint Medical Affairs Subcommittee.

Meetings. The JRDC shall During the Term, the JSC will meet at least […***…] per Calendar Quarter, unless otherwise agreed to by the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionJSC. No later than […***…] prior to any meeting of the JRDCJSC, the chairperson of the JRDC shall Alliance Managers will jointly prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC (by videoconference, teleconference or in person) by providing at least [***] prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairpersons of the JSC to provide the members of the JSC no later than [***] prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JRDC JSC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JSC meetings shall will be held at locations alternately selected mutually agreed upon by Dimension Hansoh and by BayerEQRx. Each Party shall will bear the expense of its respective JRDC JSC members’ participation in JRDC JSC meetings. Meetings of the JRDC shall JSC will be effective only if each Party’s Alliance Manager and at least one (1) representative of [***] JSC members from each Party is (of which [***] such member may be such Party’s Alliance Manager) are present or participating in such meeting. The chairperson of the JRDC shall Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, all reflect material decisions made and action items identified at such meetings. The JRDC chairperson shall Alliance Managers will send draft meeting minutes to each member the respective co-chairpersons of the JRDC JSC for each Party for review and approval within […***…] after each JRDC JSC meeting. Such minutes shall will be deemed approved unless one or more members of the JRDC JSC objects to the accuracy of such minutes within […***…] of receiptMinutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by both chairpersons.

Meetings. The JRDC JDC shall meet at least […***…] twice per Calendar Quarter, Year during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] Business Days prior to any meeting of the JRDCJDC, the Alliance Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JRDC JDC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JDC by providing at least [***] Business Days’ prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party shall work with the chairperson of the JDC and Alliance Managers of each Party to provide the members of the JDC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JRDC Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JDC attention. The JDC may meet in in-person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC JDC shall be effective only if at least one (1) representative of each Party (which representative is not such Party’s Alliance Manager) are present or participating in such meeting. The chairperson Alliance Manager of the JRDC Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JRDC JDC meetings that reflect, without limitation, all reflect material decisions made and action items identified at such meetings. The JRDC chairperson Such Alliance Manager shall send draft meeting minutes to each member of the JRDC JDC for review and approval within […***…] Business Days after each JRDC JDC meeting. Such minutes shall be deemed approved unless one (1) or more members of the JRDC JDC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JDC for review and approval within [***] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JDC, the minutes shall be promptly signed by the Alliance Managers.

Meetings. The JRDC JDC shall meet at least […***…] once per Calendar Quarter, Quarter during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] Business Days prior to any meeting of the JRDCJDC, the Alliance Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JRDC JDC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JDC by providing at least [***] Business Days’ prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party shall work with the chairperson of the JDC and Alliance Managers of each Party to provide the members of the JDC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JRDC Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JDC attention. The JDC may meet in in-person, by videoconference or by teleconference, provided, however. Notwithstanding the foregoing, at least […***…] one (1) meeting per Calendar Year shall be in in-person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconferencerequirement. In-person JRDC JDC meetings shall will be held at locations alternately selected by Dimension Arcus and by BayerGilead, with [***] selecting the location of the first in-person JDC meeting, or at any other location mutually agreed by the members of the JDC. Each Party shall bear the cost and expense of its respective JRDC JDC members’ participation in JRDC JDC meetings. Meetings of the JRDC JDC shall be effective only if at least one (1) representative of each Party (which representative is not such Party’s Alliance Manager) are present or participating in such meeting. The chairperson Alliance Manager of the JRDC Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JRDC JDC meetings that reflect, without limitation, all reflect material decisions made and action items identified at such meetings. The JRDC chairperson Such Alliance Manager shall send draft meeting minutes to each member of the JRDC JDC for review and approval within […***…] Business Days after each JRDC JDC meeting. Such minutes shall be deemed approved unless one (1) or more members of the JRDC JDC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JDC for review and approval within [***] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JDC, the minutes shall be promptly signed by the Alliance Managers.

Meetings. The JRDC shall JCC will meet at least once per […...***…] per Calendar Quarter...], unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […...***…...] prior to any meeting of the JRDCJCC (or such shorter time period as the Parties may agree), the chairperson of the JRDC shall Alliance Managers will prepare and circulate an agenda for such meeting; provided, provided however, that either Party may will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JCC (by videoconference, teleconference or in person) by providing at least [...***...] prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JCC to provide the members of the JCC no later than [...***...] prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JRDC JCC may meet in person, by videoconference videoconference, or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JCC meetings shall will be held at locations in the United States alternately selected by Dimension Xencor and by Bayer. Each Party shall bear Novartis or at any other location mutually agreed by the expense members of its respective JRDC members’ participation in JRDC meetingsthe JCC. Meetings of the JRDC shall JCC will be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party will report to the JCC on all material issues relating to the Commercialization of Regional Licensed Products and Optioned Licensed Products promptly after such issues arise. Each Party will bear the expense of its respective JCC members’ participation in JCC meetings. The chairperson of the JRDC shall JCC co-chairs will be responsible for preparing reasonably detailed written minutes of all JRDC JCC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC chairperson shall JCC co-chairs will send draft meeting minutes to each member of the JRDC JCC for review and approval within […...***…...] -38- after each JRDC JCC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC objects JCC object to the accuracy of such minutes within […...***…...] of receipt. Minutes will be officially endorsed by the JCC at the next JCC meeting, including reflecting any differences noted by the Parties, and will be signed by the Alliance Managers.

Meetings. a) The JRDC Committee shall endeavour to meet at least […***…] six (6) times per Calendar Quarteryear, unless the Parties or as otherwise agreed. b) The Committee will primarily concern itself with matters that have system-wide application and other items as mutually agree in writing to agreed upon. c) The Committee will consider matters of a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant Local College concern: i. The matter must be addressed prior discussed at the Local Union/College Committee (UCC) first. ii. If the matter cannot be resolved at the UCC, then the issue may be referred by either party of the UCC to the Co-Chairs of the EERC, through the CEC and the Negotiations Department of OPSEU/SEFPO. iii. The EERC will consider matters of a local concern when it is clear, in the data that has been provided, that the matter has been discussed at the UCC and no agreement could be reached and further clarification is being sought by the party making the referral and the other party is fully aware of the referral. iv. Once all the information has been received by the CEC and the Negotiations Department of OPSEU/SEFPO, the EERC will discuss the matter at the next regularly scheduled meeting, and such Party shall provide . v. When the JRDC, no later than […***…] prior matter has been discussed fully by the EERC an opinion will be communicated jointly by the Co-Chairs of the EERC to the special meeting, with materials reasonably adequate UCC or by the respective Co-Chair to enable the referring local party. Local College representatives may be requested by either party to attend an informed decision. No later than […***…] prior EERC meeting to any meeting provide clarification. d) The Committee will not address items that are the subject of a formal grievance. e) Management will be responsible for the recording of the JRDC, Minutes that will represent the chairperson major subject matters discussed. The Minutes shall be signed by the Co-Chairpersons of the JRDC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics Committee. The draft Minutes will be distributed to be included on such agenda, either prior to or in the course of such all members within a reasonable time following each meeting. The JRDC Union will contact the Management's Chairperson with any proposed amendments, additions or deletions to the Minutes so as to expedite the process of obtaining approval signatures. Each party may meet in persondistribute copies of the approved Minutes to their respective principals as they see fit. The approved Minutes will be posted on both OPSEU/SEFPO's and the CEC's website. f) It is recognized that the Committee is a recommending body and not an alternative to the collective bargaining process. When a consensus is reached concerning a recommendation, by videoconference or by teleconference, provided, however, at least […***…] the Committee shall forward that recommendation to the appropriate body (i.e. Negotiating Team/the CEC/College/OPSEU/SEFPO). Both parties have the option of sending items on which there is no consensus to the party they deem appropriate. (This may be in person unless the Parties mutually agree in writing to waive such requirement in lieu form of a videoconference written brief to the Negotiating Team/the CEC/College/OPSEU/SEFPO. Submission should be made through the appropriate Co-Chairperson of the Committee). Xxxxxx Xxxxxx President Ontario Public Service Employees Union 000 Xxxxxxx Xxxx Xxxxx Xxxx, Xxxxxxx X0X 0X0 Dear Xxxxxx: Return to Work‌ Every College shall have a Return-to-Work (RTW) policy within six (6) months from February 21, 2019 to support injured and ill employees in returning to work. Each policy shall contain the following: • a statement of commitment that describes how the program will operate, which may include a permanent or teleconferencead hoc Return-to-Work Committee, consisting of representatives from the College and the Local Union; • strategies that support the statement of commitment and form a framework within which individual return-to-work cases are managed; • a description of roles and responsibilities for the various stakeholders involved in the RTW process; • an RTW process that outlines the steps to be followed in managing individual return-to-work cases, including a mediation component, if appropriate; • a communications and training component; • a process for regular reviews of the program. In-person JRDC It is agreed that where a meeting as contemplated in this letter takes place by mutual consent, during regular working hours, representatives of the Local Union shall not suffer any loss of pay during regular working hours when required to leave their duties temporarily for the purpose of attending such a meeting. Time off to attend meetings shall not be held at locations alternately selected by Dimension and by Bayerunreasonably denied. Each Party shall bear the expense of its respective JRDC members’ participation in JRDC meetings. Meetings of the JRDC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written minutes of all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC for review and approval within […***…] after each JRDC meeting. Such minutes shall be deemed approved unless one or more members of the JRDC objects to the accuracy of such minutes within […***…] of receipt.Yours truly,

Meetings. The JRDC JSC shall meet at least […***…] once per Calendar Quarter, Quarter during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionfrequency. No later than […***…] Business Days prior to any meeting of the JRDCJSC, the Alliance Manager of the Party whose representative is the chairperson, in collaboration with the chairperson of the JRDC JSC, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JSC by providing at least [***] Business Days’ prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party shall work with the chairperson of the JSC and Alliance Managers of each Party to provide the members of the JSC no later than [***] Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JRDC Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring JSC consideration. The JSC may meet in in-person, by videoconference or by teleconference, provided, however. Notwithstanding the foregoing, at least […***…] one (1) meeting per Calendar Year shall be in in-person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconferencerequirement. In-person JRDC JSC meetings shall will be held at locations alternately selected by Dimension Arcus and by BayerGilead, with [***] selecting the location of the first in-person JSC meeting, or at any other location mutually agreed by the members of the JSC. Each Party shall bear the cost and expense of its respective JRDC JSC members’ participation in JRDC JSC meetings. Meetings of the JRDC JSC shall be effective only if at least one (1) representative of each Party (which representative is not such Party’s Alliance Manager) are present or participating in such meeting. The chairperson Alliance Manager of the JRDC Party whose representative is the chairperson shall be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, all reflect material decisions made and action items identified at such meetings. The JRDC chairperson Such Alliance Manager shall send draft meeting minutes to each member of the JRDC JSC for review and approval within […***…] Business Days after each JRDC JSC meeting. Such minutes shall be deemed approved unless one (1) or more members of the JRDC JSC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the JSC for review and approval within [***] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. If agreed upon by the JSC, the minutes shall be promptly signed by the Alliance Managers.

Meetings. The JRDC Parties shall endeavor to have their first meeting of the JSC within [***]. The JSC shall meet at least […***…] per Calendar Quarter, Quarter during the Term spaced at regular intervals unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JRDC JSC (by videoconference or teleconference) by providing at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, JSC no later than […***…] prior to the special meeting, meeting with materials reasonably adequate to enable an informed decision. No later than […***…] prior to any regularly scheduled meeting of the JRDCJSC, the chairperson chairpersons of the JRDC JSC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC JSC may meet in person, by videoconference or by teleconference, provided, however. Notwithstanding the foregoing, at least […***…] meetings per Calendar Year shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconferenceperson. In-person JRDC JSC meetings shall will be held at locations in the U.S. alternately selected by Dimension MC2 and by BayerEPI Health. Each Party shall will bear the expense of its respective JRDC JSC members’ participation in JRDC JSC meetings. Meetings of the JRDC JSC shall be effective only if at least one (1) JSC representative of each Party is present or participating in such meeting. The chairperson of the JRDC shall Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson Alliance Managers shall send draft meeting minutes minutes, including a description of all discussions and decisions, to each member of the JRDC JSC for review and approval within […***…] after each JRDC JSC meeting. Such minutes shall will be deemed approved unless one (1) or more members of the JRDC objects JSC object to the accuracy of such minutes within […***…] of receipt.

Meetings. The JRDC JSC shall meet at least […***…] one (1) time per Calendar Quarterquarter, unless or at such other frequency as the Parties mutually agree in writing to a different frequency for such meetingsshall agree. Either Party may also call a special meeting of the JRDC (The chairperson shall be appointed by videoconference or teleconference) by at least […***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decisionAPR. No later than […***…] ten (10) calendar days prior to any meeting of the JRDCJSC, the chairperson of the JRDC JSC, with input from the Alliance Managers, shall prepare and circulate an agenda for such meeting; provided, however, that either Party may shall be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC JSC may meet in person, by videoconference videoconference, or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC JSC meetings shall will be held at locations alternately selected within the United States mutually agreed by Dimension APR and by BayerIVS. The Parties aim to hold at least one (1) in-person meeting each year. Each Party shall will bear the expense of its respective JRDC JSC members’ and Alliance Managers’ participation in JRDC JSC meetings, provided that if APR requires more than one in person meeting each year that is not in San Diego, California, APR shall bear the expense of the JSC members’s and Alliance Managers’ participation in such meetings. Meetings of the JRDC JSC shall be effective only if at least one (1) voting representative of each Party is present or participating in such meeting. The chairperson of the JRDC JSC with the assistance of the Alliance Managers shall be responsible for preparing reasonably detailed keeping written minutes of all JRDC JSC meetings that reflect, without limitation, reflect all material decisions made and action items identified at such meetings. The JRDC , and the chairperson shall send circulate draft meeting minutes to the JSC members promptly after each member meeting for review by each Party, each Party shall be entitled to submit suggested revisions, if any. Minutes will be officially endorsed and approved by the JSC at the next JSC meeting, or such approval may be obtained in writing (which may be via email) between the Parties. Additional representatives of the JRDC for review and approval within […***…] after each JRDC meeting. Such minutes shall Parties may from time to time be deemed approved unless one or more members of the JRDC objects invited to attend JSC meetings, subject to the accuracy of such minutes within […***…] of receiptother Party’s prior consent which shall not be unreasonably withheld.

Meetings. The JRDC TSC shall meet at least promptly (and in all cases within […***…] per Calendar Quarter, unless Business Days) to address any disputes referred by the Parties mutually agree in writing JTT pursuant to a different frequency for such meetingsSection 4.3(e). Either Party may also call a special meeting of the JRDC TSC (by videoconference videoconference, teleconference, or teleconferencein person) by providing at least […***…] Business Days prior written notice to the other Party in Party. To the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDCextent practicable, no later than […***…] prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] Business Days prior to any meeting of the JRDCTSC, the chairperson of the JRDC TSC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC Parties may mutually agree to additional meetings on shorter or longer notice in the event that matters arise requiring TSC consideration. The TSC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC meetings shall be held at locations alternately selected by Dimension and by Bayer. Each Party shall will bear the expense of its respective JRDC TSC members’ participation in JRDC TSC meetings. Meetings of the JRDC TSC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson Alliance Manager of the JRDC […***…] shall be responsible for preparing reasonably detailed written minutes of all JRDC TSC meetings that reflect, without limitation, all reflect material decisions made and action items identified at such meetings. The JRDC chairperson Such Alliance Manager shall send draft meeting minutes to each member of the JRDC TSC for review and approval within […***…] Business Days after each JRDC TSC meeting. Such minutes shall will be deemed approved unless one or more members of the JRDC TSC objects (whereby an objection by e-mail shall suffice) to the accuracy of such minutes within […***…] Business Days of receipt, in which case such Alliance Manager shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the TSC for review and approval within […***…] Business Days of receipt of the objection(s). The same review procedures and timelines as set out in the immediately preceding sentence shall apply to such revised draft meeting minutes. Minutes will be officially endorsed by the TSC at the next TSC meeting, and will be signed by the Alliance Managers.