Common use of JDC Decision-Making Clause in Contracts

JDC Decision-Making. All decisions of the JDC shall be made by unanimous vote, with S▇▇▇▇’▇ representatives and Everest’s representatives each collectively having [***] vote. If after reasonable discussion and good faith consideration of each of their views on a particular matter before the JDC, the representatives of S▇▇▇▇ and Everest cannot reach an agreement as to such matter within [***] Business Days after such matter was brought to the JDC for resolution, such disagreement shall: (a) be referred to the Chief Executive Officer of S▇▇▇▇ (or his or her designee) and the Chief Executive Officer of Everest (or his or her designee) (collectively, the “Executive Officers”) for resolution, who shall use good faith efforts to resolve such matter within [***] Business Days after it is referred to them and, if such matter is resolved by the Executive Officers, such resolution shall be implemented by and binding on the Parties. (b) If the Executive Officers are unable to reach consensus on any such matter during such [***] Business Day period, then (i) the Chief Executive Officer of Everest shall have the right to make the final decision if such matter (A) involves the Development of, Regulatory Approval for, Commercialization or other Exploitation of the Compound or a Licensed Product solely in the Territory and (B) does not involve S▇▇▇▇’▇ Retained Rights and could not reasonably be expected to have a material adverse effect on the Development of, Regulatory Approval for, Commercialization or Exploitation of the Compound or a Licensed Product outside the Territory; (ii) the Chief Executive Officer of S▇▇▇▇ shall have the right to make the final decision if such matter either (A) involves the Development of, Regulatory Approval for, Commercialization or other Exploitation of the Compound or a Licensed Product solely outside the Territory, or S▇▇▇▇’▇ Retained Rights, or (B) involves the Development of, Regulatory Approval for, or Commercialization or other Exploitation of the Compound or a Licensed Product in the Territory but could reasonably be expected to have a material adverse effect on the Development of, Regulatory Approval for, or Commercialization or Exploitation of the Compound or a Licensed Product outside the Territory; or (iii) in all other cases, such matter will be resolved in accordance with Section 15.10 (Dispute Resolution). (c) If S▇▇▇▇ does not participate in establishing the JDC or appoint members to the JDC, Everest shall have the votes and the decision-making power of S▇▇▇▇ with respect to the JDC unless and until S▇▇▇▇ appoints members to the JDC.

JDC Decision-Making. All decisions of the JDC shall be made by unanimous vote, with S▇▇▇▇’▇ representatives and Everesteach Party’s representatives each collectively having [***] one (1) vote. If after reasonable discussion and good faith consideration of each of their views Party’s view on a particular matter before the JDC, the representatives of S▇▇▇▇ and Everest the Parties cannot reach an agreement as to such matter within [***] Business Days after such matter was brought to the JDC for resolution, such disagreement shall: (a) shall be referred to the Chief Executive Officer of S▇▇▇▇ HanAll (or his or her designee) and the Chief Executive Officer of Everest Roivant (or his or her designee) (collectively, the “Executive Officers”) for resolution, who shall use good faith efforts to resolve such matter within [***] Business Days after it is referred to them and, if such matter is resolved by the Executive Officers, such resolution shall be implemented by and binding on the Parties. (b) them. If the Executive Officers are unable to reach consensus on any such matter during such [***] Business Day period, then (ia) for any decision under Section 3.1(f) (Joint Development Committee—Subsection (f)), the Chief Executive Officer of Everest Roivant shall have the right to make the final decision if such matter (A) involves the Development ofdecide, Regulatory Approval for, Commercialization or other Exploitation provided that Roivant provides HanAll’s JDC representatives with detailed documentation of the Compound or a Licensed Product solely cause of the delay and its analysis of the required timeline resulting from such delay, (b) for any decision under Section 3.1(g) (Joint Development Committee—Subsection (g)), the status quo (as reflected in the Territory then-current Development Plan, where applicable) shall be maintained and (Bc) does not involve S▇▇▇▇’▇ Retained Rights and could not reasonably for any decision under Section 3.1(j) (Joint Development Committee—Subsection (g)), the initial detailed Research Plan may be expected to have a material adverse effect on the Development of, Regulatory Approval for, Commercialization or Exploitation approved only by unanimous approval of the Compound JDC members or a Licensed Product outside the Territory; (ii) Parties, and for any amendment to the Research Plan, the decision of the Chief Executive Officer of S▇▇▇▇ HanAll (or his or her designee) shall have be final, except that HanAll may not amend the right to make Research Plan in a manner that increases the final decision if such matter either (A) involves the Development oftotal budget thereunder by more than [*] without Roivant’s prior written consent, Regulatory Approval for, Commercialization or other Exploitation of the Compound or a Licensed Product solely outside the Territory, or S▇▇▇▇’▇ Retained Rights, or (B) involves the Development of, Regulatory Approval for, or Commercialization or other Exploitation of the Compound or a Licensed Product in the Territory but could reasonably which shall not be expected to have a material adverse effect on the Development of, Regulatory Approval for, or Commercialization or Exploitation of the Compound or a Licensed Product outside the Territory; or (iii) in all other cases, such matter will be resolved in accordance with Section 15.10 (Dispute Resolution)unreasonably withheld. (c) If S▇▇▇▇ does not participate in establishing the JDC or appoint members to the JDC, Everest shall have the votes and the decision-making power of S▇▇▇▇ with respect to the JDC unless and until S▇▇▇▇ appoints members to the JDC.

JDC Decision-Making. All decisions of the JDC shall be made by unanimous vote, with S▇▇▇▇’▇ representatives and Everesteach Party’s representatives each collectively having [****] ([****]) vote. If after reasonable discussion and good faith consideration of each of their views Party’s view on a particular matter before the JDC, the representatives of S▇▇▇▇ and Everest the Parties cannot reach an agreement as to such matter within [****] ([****]) Business Days after such matter was brought to the JDC for resolution, such disagreement shall: (a) shall be referred to the Chief Executive Officer of S▇▇▇▇ Angion (or his or her designee) and the Chief Executive Officer of Everest Sinovant (or his or her designee) (collectively, the “Executive Officers”) for resolution, who shall use good faith efforts to resolve such matter within [****] ([****]) Business Days after it is referred to them and, if such matter is resolved by the Executive Officers, such resolution shall be implemented by and binding on the Parties. (b) them. If the Executive Officers are unable to reach consensus on any such matter during such period, then the [****] Business Day period, then (i) the Chief Executive Officer of Everest shall have the right to make the final decision if such matter (A) involves the Development of, Regulatory Approval for, Commercialization or other Exploitation of the Compound or a Licensed Product solely in the Territory and (B) does not involve S▇▇▇▇’▇ Retained Rights and could not unless that decision would reasonably be expected to have a material adverse effect on (a) [****], (b) [****], or (c) [****]. Notwithstanding the Development offoregoing, Regulatory Approval forthe Parties hereby agree that matters explicitly reserved to the consent, Commercialization approval or Exploitation other decision-making authority of one or both Parties, as expressly provided in this Agreement between the Parties, are outside the jurisdiction and authority of the Compound JDC, including (i) amendment, modification or a Licensed Product outside waiver of compliance with this Agreement (which may only be amended or modified as provided in Section 14.3 (Entire Agreement; Amendments), including requiring the Territory; other Party to take on any obligations not set forth in this Agreement, or compliance with which may only be waived as provided in Section 14.5 (Non-Waiver) and (ii) such other matters as are reserved to the Chief Executive Officer of S▇▇▇▇ shall have the right to make the final decision if such matter either (A) involves the Development ofconsent, Regulatory Approval forapproval, Commercialization agreement or other Exploitation of the Compound or a Licensed Product solely outside the Territory, or S▇▇▇▇’▇ Retained Rights, or (B) involves the Development of, Regulatory Approval for, or Commercialization or other Exploitation of the Compound or a Licensed Product in the Territory but could reasonably be expected to have a material adverse effect on the Development of, Regulatory Approval for, or Commercialization or Exploitation of the Compound or a Licensed Product outside the Territory; or (iii) in all other cases, such matter will be resolved in accordance with Section 15.10 (Dispute Resolution). (c) If S▇▇▇▇ does not participate in establishing the JDC or appoint members to the JDC, Everest shall have the votes and the decision-making power authority of S▇▇▇▇ with respect either or both Parties in this Agreement that are not required by this Agreement to be considered by the JDC prior to the JDC unless and until S▇▇▇▇ appoints members to the JDCexercise of such consent, approval or other decision-making authority.