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 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 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 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 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 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 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 JSC will meet semi-annually, via teleconference or videoconference or otherwise (with at least […***…] one (1) meeting per Calendar Quartercalendar year being in person), or as otherwise agreed by the Parties. Any in-person meetings of the JSC will be held on an alternating basis between BeiGene’s offices located in Shanghai or Beijing, and Amgen’s headquarters, unless otherwise agreed by the Parties mutually agree in writing Parties. Each Party will be responsible for its own expenses relating to a different frequency for such meetingsJSC and JAC meetings and relating to any subcommittees or working teams. Either Party may also call a for special meeting meetings of the JRDC JSC or JAC as reasonably required to resolve a Critical Matter escalated to the JSC pursuant to Section 2.3.2 or the JAC pursuant to Section 2.4.3 (by videoconference or teleconference) by JAC Deadlocks); provided that the requesting Party provides at least […***…] ten (10) business days’ prior written notice to the co-chair of the JSC or JAC 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. The JAC and each subcommittee established hereunder will establish a meeting frequency and meeting protocol necessary to coordinate and conduct the activities for which it is responsible, howeveras agreed by the Parties. As appropriate, that either other employee representatives of the Parties may attend such meetings as non‑voting participants, but no Third Party personnel may propose additional topics to attend unless otherwise agreed by the Parties. All committee meetings must have at least two (2) members appointed by each Party in attendance. All documents (including Global Development Plans, Global Development Budgets, Commercialization Plans, Commercialization Budgets, Clinical Study protocols, regulatory filing plans, Global Brand Plans, and Access and Pricing Plans) for such committee and team meetings for the collaboration will be included on such agendain English, either prior to or in unless otherwise agreed by the course Parties. The co-chairs of each of the JAC and the JSC shall ensure the preparation and issuance of written minutes of each meeting within thirty (30) days thereafter accurately reflecting the discussions and decisions 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 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 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 JSC shall, after appointment of its initial members, meet at least […***…] per once every Calendar QuarterQuarter at times mutually agreed upon by the Parties, unless and at least two (2) of such meetings each year shall be held in person. The location of the meetings of the JSC to be held in person shall be agreed upon by the Parties mutually agree in writing to a different frequency for such meetings(with the intent that it should alternate between the Parties’ respective headquarters locations or be held at the time and sites of major medical conferences attended by both Parties). Either Additionally, either Party may also call a special meeting of the JRDC (by videoconference or teleconference) by at least […***…] prior JSC upon written notice to the other Party in the event such Party (and which meeting shall be scheduled promptly at mutually agreeable times) (a) to make any determination under this Agreement that cannot reasonably believes that a significant matter must be addressed prior to postponed until the next regularly scheduled JSC meeting, and such Party shall provide (b) for the JRDC, no later than purpose of […***…] prior Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. FINAL EXECUTION VERSION CONFIDENTIAL resolving disputes in connection with, or for the purpose of reviewing or making a decision pertaining to, any material matter within the purview of the JSC, the examination or resolution of which cannot reasonably be postponed until the next scheduled JSC meeting or (c) as reasonably necessary to review other matters occurring between JSC meetings. Each such special meetingmeeting of the JSC shall be convened at such time as may be mutually agreed upon by the Parties, with materials reasonably adequate to enable an informed decision. No later than but in any event shall be held within […***…] prior to any meeting after delivery of the JRDC, written notice described in the chairperson immediately preceding sentence. Each Party shall use reasonable efforts to cause its representatives to attend the meetings of the JRDC shall prepare and circulate an agenda for JSC. If a representative of a Party is unable to attend a meeting, such meeting; provided, however, that either Party may propose additional topics designate an alternate to be included on attend such agenda, either prior to or meeting in place of 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 Bayerabsent representative. Each Party shall bear all the expense expenses of its respective JRDC members’ participation in JRDC meetingsrepresentatives on the JSC. Meetings Either Party may invite personnel or consultants of the JRDC shall be effective only if at least one Parties (1) representative of each Party is present or participating in such meeting. The chairperson of other than 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 JSC) having applicable expertise to participate in discussions of the JSC from time to time as appropriate to assist in the activities of the JSC; provided, that neither Party’s legal counsel may attend a JSC meeting without prior notice to the accuracy other Party reasonably sufficient to allow the other Party’s legal counsel to attend or to expressly waive attendance, and any such non-member shall be (x) bound by confidentiality and non-use obligations equivalent in scope to those set forth in ARTICLE XII of this Agreement and (y) under a written obligation to assign to the Party inviting such non-member any inventions of such minutes within […***…] non-member in the course of receiptor as a result of attending any such meeting.

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 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. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

Meetings. The 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 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 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 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 Option, License and Collaboration Agreement 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 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 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 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 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED such meeting. The 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 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 […***…] time per Calendar Quarter, every [***] period 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 […***…] 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 (other than a special meeting), 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 MTI and by BayerLicensee. Each Party shall bear the expense of its respective JRDC JSC members’ participation in JRDC JSC 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 JSC shall be responsible for preparing reasonably detailed written minutes of Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. all JRDC meetings that reflect, without limitation, all material decisions made at such JSC meetings. The JRDC chairperson MTI shall prepare and send draft meeting minutes to each member of the JRDC JSC for review and approval within […***…] after each JRDC JSC meeting. Such minutes shall be deemed approved unless one or more members [***] of the JRDC objects JSC provides amendments or edits to the accuracy of such minutes within […***…] of receipt. Each Party may bring one or more additional participants to any meeting (e.g., individuals with expertise in relevant technical or regulatory issues), provided (A) such additional participant is bound by confidentiality obligations at least as restrictive as those contemplated under this Agreement and (B) such additional participants will not have a vote in any matters before the JSC.

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 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 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 JSC shall meet at least […* * ***…] per Calendar Quarter, during the Phase 1 Development Period unless the Parties mutually agree in writing to a different frequency and schedule for such meetings. Either Party may also call a special meeting of the JRDC JSC (by videoconference or teleconference) by at least […* * ***…] prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, JSC no later than […* * ***…] prior to the special meeting, meeting with materials reasonably adequate to enable an informed decisiondecision by both Parties as suggested by the JSC. 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. The JRDC JSC may meet in person, by videoconference or by teleconference, provided, provided however, 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 selected by Dimension Catalyst 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 meetingISU. The chairperson of the JRDC JSC shall be responsible for preparing reasonably detailed written minutes of all JRDC meetings that reflect, without limitation, all material decisions made at such JSC meetings. The JRDC JSC chairperson shall send draft meeting minutes to each member of the JRDC JSC for review and approval within […* * ***…] 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 […* * ***…] of receipt.

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 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 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 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 […***…] one (1) time 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 […***…] 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 ten (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, 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 JSC members’ participation in JRDC JSC meetings. Meetings of the JRDC JSC shall be effective only if at least one (1) JSC representative from each of each Party the BIO Parties (collectively) and Acutus 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 JSC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson 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 […***…] ten (10) Business Days 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 […***…] ten (10) Business Days of receipt.

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 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, Option, License and Collaboration Agreement 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 […***…] 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 THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED at locations alternately a mutually agreeable location or alternating each meeting between a location selected by 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 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 shall During the Term, the JSC will meet at least on 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 such meeting so long as the course other Party consents to such later addition of such meetingagenda items (which consent shall not be unreasonably conditioned, withheld or delayed). The JRDC JSC may meet in person, by videoconference or by teleconferenceteleconference as agreed by the JSC; provided that, provided, howeverunless otherwise agreed by the Parties, at least […***…] shall will be held in person unless person. The location of the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. Inin-person JRDC JSC meetings shall be held at locations alternately will alternate between a location selected by Dimension BMS and a location selected by BayerImmatics, with BMS selecting the location of the first in-person JSC meeting. 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 [**] JSC 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 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 (1) or more members of the JRDC JSC objects to the accuracy of such minutes within […***…] Business Days of receipt. Certain confidential information contained in this document, marked by [**], has been omitted because Immatics N.V. has determined that the information (i) is not material and (ii) is the type that Immatics N.V. customarily and actually treats as private or confidential.

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 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 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 in personalso call a special meeting of the JCC (by videoconference, by videoconference or by teleconference, provided, however, 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 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 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 JSC shall 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 […***…] prior to any meeting of the JRDCJSC, the chairperson co-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 agenda 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 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 [***] 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 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 be held at locations alternately selected by Dimension BPM and by BayerRoche. Each Party shall bear the expense of its respective JRDC JSC members’ participation in JRDC JSC 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 Alliance Managers 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 Alliance Managers shall send draft meeting minutes to each member of the JRDC JSC for review and approval within […***…] after each JRDC JSC 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 receiptJSC members 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 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 in personalso call a special meeting of the JDC (by videoconference, by videoconference or by teleconference, provided, however, 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 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 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 Xxxxx and by BayerShionogi, or at any other location mutually agreed by the members of the JSC. Each Party The first JSC meeting shall bear be held within [***] ([***]) 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 [***] ([***]) Business Days prior to any meeting of the JRDC JSC (or such shorter time period as the Parties may agree), the JSC co-chairpersons will work with the Alliance Managers to prepare and circulate an agenda for such meeting; provided, however, that additional topics may be included on such agenda prior to the meeting, and the Party or the Committee proposing an item shall provide materials to the JSC representatives no later than [***] ([***]) Business Days 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 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 JSC co-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 […***…] ([***]) Business Days 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 receipt([***]) days after each JSC meeting.

Meetings. The JRDC JSC 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 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, 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) 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 Option, License and Collaboration Agreement revised draft meeting minutes to each member of the JSC for review and approval within [***] Business Days of receipt of the objection(s). 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 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 JSC shall meet at least hold meetings on a […***…] per Calendar Quarterbasis during the term of this Agreement for so long as the JSC exists, 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 JSC 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, JSC with materials reasonably adequate to enable an informed decisiondiscussion. No later than […***…] prior to any meeting Reasonably in advance of the JRDCeach JSC 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, provided 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, . 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 JSC 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 JSC meeting and shall send draft meeting minutes to each member representative of the JRDC JSC for review and approval within review. The Parties shall agree on meeting minutes promptly, but in any event no later than […***…] after each JRDC meeting. Such 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 JSC 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 JSC 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 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 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 JMC shall meet at least […***…*] time 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 JMC (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 JMC, and such Party shall provide the JRDC, JMC 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 JMC members to make an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JMC 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 JRDCJMC, 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 JMC 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 JMC 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 JMC members’ participation in JRDC JMC meetings. Meetings of the JRDC JMC 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 written the preparation of minutes of all JRDC JMC meetings that reflect, without limitation, all reflect material decisions made and actions 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 JMC for their review and approval within […***…*] Business Days after each JRDC JMC meeting. Such minutes shall will be deemed approved unless one or more members of the JRDC JMC objects in writing to the accuracy of such minutes within […***…*] of receiptBusiness Days after receipt thereof.

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 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 Arvinas and by Bayer. Each Party shall bear Pfizer 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 are present or participating in such meeting. Each Party shall bear the expense of its respective JCC members’ participation in JCC meetings. The chairperson of the JRDC chairpersons 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 chairperson JCC chairpersons 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 chairpersons.

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. Notwithstanding the foregoing, at least […***…] 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 mutually agreed upon by Dimension Xxxx 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 at least one (1) 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 […***…] 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 both chairpersons.

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 shall OSC will hold an in-person organizational meeting at Amylin’s offices in San Diego, California to establish the OSC’s operating procedures. After such initial meeting, the OSC will meet at such other times as are agreeable to a majority of the OSC members, but no less than once each calendar quarter. Such meetings may be in-person, via videoconference, or via teleconference. Meetings may only be held if at least […***…] per Calendar Quarter([***]) OSC members from each Party are present and participating. After the initial meeting above, the location of in-person OSC meetings will alternate between San Diego, California and Chicago, Illinois, 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 Bayerotherwise agree. Each Party shall will bear the expense of its respective JRDC OSC members’ participation in JRDC OSC meetings. Meetings With the prior consent of the JRDC other Party’s members, (such consent not to be unreasonably withheld or delayed), each Party may invite non-members to participate in the discussions and meetings provided that such participants shall have no voting rights or powers and shall be effective only if subject to the confidentiality provisions in Article 10. Additional meetings of the OSC may also be held to resolve any dispute referred to the OSC. Meetings to resolve disputes shall be held within [***] following referral to the OSC or as soon as reasonably practical. All agenda items proposed by a Party for discussion or decision at a meeting must be provided to the Alliance Manager responsible for the agenda for the next meeting, together with appropriate information related thereto, at least one (1) representative [***] in advance of each Party is present or participating in such the meeting. The chairperson of Material decisions reached at a meeting will be documented by both Parties before the JRDC shall be responsible for preparing reasonably meeting ends. Reasonably detailed written minutes will be kept of all JRDC OSC meetings that reflect, without limitation, all and will reflect material decisions made at such meetings. The JRDC chairperson Alliance Manager of the same Party as the acting chairman of the OSC shall send draft be responsible for (i) preparing and circulating an agenda for each upcoming OSC meeting, and (ii) preparing and issuing the meeting minutes to each member of the JRDC OSC for review and approval within […***…] after each JRDC such meeting. Such minutes shall Minutes will be deemed approved unless one or more members a member of the JRDC OSC objects to the accuracy of such minutes within […***…] of receipt.

Meetings. The JRDC JMAC 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 JRDCJMAC, the chairperson chairpersons 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, 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 JMAC meetings shall will be held at locations in the U.S. alternately selected by Dimension Arvinas and by Bayer. Each Party shall bear Pfizer or at any other location mutually 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 are 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 Licensed 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 chairpersons 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 chairperson JMAC chairpersons shall send draft meeting minutes to each member of the JRDC JMAC for review and approval within […***…] after each JRDC JMAC 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 receiptJMAC by the JMAC chairperson.

Meetings. The JRDC JSC shall meet at least […***…] one (1) time per Calendar Quarter, unless the Parties mutually agree in writing to a different frequency for such meetingsmeetings or no further development is contemplated. Either Party may also call a special meeting of the JRDC JSC (by videoconference or teleconference) by at least […***…] Business Days’ (or fewer, if the Parties agree) prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDCJSC, no later than […***…] Business Days prior to the special meeting, with materials reasonably adequate to enable an informed decision. No later than […***…] Business Days prior to any meeting of the JRDCJSC, the chairperson of the JRDC JSC shall prepare and circulate an agenda for such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JRDC JSC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in person unless as 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 Bayeragree. Each Party shall bear the expense of its respective JRDC JSC members’ participation in JRDC JSC meetings. A reasonable number of additional representatives of a Party may attend meetings of the JSC in a non-voting capacity, provided that such additional members are bound in writing by obligations of confidentiality at least as restrictive as those contained in this Agreement. Meetings of the JRDC shall be JSC are 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 JSC is 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 will be deemed approved unless one or more members of the JRDC objects JSC object to the accuracy of such minutes within […***…] Business Days of receipt.

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 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 Amended and Restated License and Collaboration Agreement 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 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. The JRDC Parties shall endeavor to have their first meeting of the JSC within [****] days after the establishment of the JSC; provided that such meeting shall be no later than [****] 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 JSC mutually agree agrees 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 […***…*] 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 JSC, and such Party shall provide the JRDC, JSC 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 JSC members to make an informed decision; provided that for time sensitive matters, a Party may call a special meeting of the JSC on less than [****] Business Days’ prior written notice if the Parties, as confirmed in writing by the Alliance Managers, agree that an issue warrants an expedited meeting. No later than […***…*] Business Days prior to any meeting of the JRDCJSC, 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 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 by Dimension Alnylam and by BayerRoche. 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 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 JSC meetings that reflect, without limitation, all reflect material decisions and actions made at such meetings. The JRDC chairperson Alliance Managers (or their respective designees) shall send deliver draft meeting minutes to each member of the JRDC JSC for their 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 in writing to the accuracy of such minutes within […***…*] of receiptBusiness Days after receipt thereof.

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 Shared Territory JCC shall meet (i) in person for at least […***…] one hour once per Calendar Quarter, unless month 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 and (ii) by videoconference or teleconference) by teleconference for at least […***…] prior written notice to one hour every second week, or, in each case, at such other frequency as is agreed 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 decisionParties. No later than […***…] Business Days prior to any meeting of the JRDCShared Territory JCC, the chairperson of the JRDC 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 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 Shared Territory JCC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. Each Party will bear the expense of its respective Shared Territory JCC members’ participation in Shared Territory JCC meetings. The chairperson of the JRDC shall Shared Territory JCC will be responsible for preparing reasonably detailed written minutes of all JRDC such meetings that reflect, without limitation, all material decisions made summarize the discussions had and action items identified at such meetings. The JRDC Shared Territory JCC chairperson shall send draft meeting minutes to each member of the JRDC Shared Territory JCC for review and approval within […***…] Business Days after each JRDC Shared Territory JCC meeting. Such minutes shall Minutes will be deemed approved unless one or more members of the JRDC Shared Territory JCC objects to the accuracy of such minutes within […***…] Business Days of receipt, in which case the Shared Territory JCC chairperson shall amend the draft meeting minutes accordingly and send the revised draft meeting minutes to each member of the Shared Territory JCC for review and approval within […***…] Business Days of receipt of the objection(s). The same review procedures and timelines set out in the immediately preceding sentence shall apply to such revised draft meeting minutes.

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 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.one

Meetings. The JRDC JSC shall meet at least […***…] per Calendar Quarter, quarterly during the Term unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special No later than ten (10) business days prior to any regularly scheduled 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 and, as soon as practicable, materials for PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. the meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. 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 meetings shall be held at locations alternately selected by Dimension and by Bayer. 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 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 JSC chairperson 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 The JSC shall formally approve the minutes shall of each meeting at the immediately subsequent meeting, and the minutes for the last JSC meeting will be deemed approved unless one or more members of the JRDC JSC objects to the accuracy of such minutes within […***…] ten (10) business days of receipt.

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 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 meetingsfrequency. Either Party may also call a special meeting of the JRDC JCC (by videoconference or teleconference) by at least […***…] Business Days prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next regularly scheduled meeting, and such Party shall provide the JRDC, JCC 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 JCC with less than then [*] Business Days notice if the Parties agree that an issue warrants an expedited meeting. No later than […***…] Business Days prior to any meeting of the 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 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 the expense of its respective JRDC members’ participation in JRDC meetingsPartner. 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 at such meetings. The JRDC JCC chairperson 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 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.

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 Option, License and Collaboration Agreement 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 JFC 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 JRDCJFC, the chairperson Alliance Manager of [***], in collaboration with [***] representative on the JRDC JFC, 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 JFC 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 Gilead’s representative of the JFC and Alliance Managers of each Party to provide the members of the JFC 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 JFC consideration. The JFC 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 JFC meetings shall will be held at locations alternately selected by Dimension Xxxxx and by BayerGilead, with [***] selecting the location of the first in-person JFC meeting, or at any other location mutually agreed by the members of the JFC. Each Party shall bear the cost and expense of its respective JRDC JFC members’ participation in JRDC JFC meetings. Meetings of the JRDC JFC shall be effective only if at least one (1) representative of each Party is all JFC representatives are 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 JFC 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 JFC for review and approval within […***…] Business Days after each JRDC JFC meeting. Such minutes shall be deemed approved unless one (1) or more members of the JRDC JFC 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 JFC 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. In the event that there is such an objection, the JEC shall discuss, and [***]. Once approved per this clause (c), the minutes shall be promptly 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, 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 Xencor 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 Licensed Antibodies 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 chairperson of the JRDC shall JDC co chairs 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 chairperson shall JDC co chairs 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, including reflecting any differences noted by the Parties, and will be signed by the Alliance Managers.

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.

Meetings. The JRDC shall Unless otherwise agreed by the Parties, the PCC will meet at least […***…] once each Calendar Quarter during each Calendar Year (i.e., four times per Calendar QuarterYear), unless in each case by teleconference, videoconference, or in person, as agreed to by the Parties mutually agree and, where possible, at least two meetings per Calendar Year will be in writing to a different frequency for such meetingsperson. Specific meeting dates will be determined by agreement of the Parties. Either Party may also call a special meeting of the JRDC PCC (by videoconference or teleconference) by at least […***…] upon prior written notice to to, and agreement by, the other Party in the event Party, if such Party reasonably believes that a significant matter must be addressed prior to before the next regularly scheduled PCC meeting, and such Party . The first meeting of the PCC shall provide the JRDC, be held at a mutually agreeable time no later than […***…] prior 90 days after the Effective Date. Evelo will host the first in person meeting of the PCC at a mutually agreeable place. The Alliance Manager of each Party will alternate holding responsibility, on behalf of the PCC, for setting the agenda for meetings of the PCC with input from the other members and for conducting the meetings of the PCC. The applicable then-responsible Alliance Manager will prepare and disseminate agendas and presentations no less than five Business Days in advance of each PCC meeting unless otherwise agreed to by the special meeting, with materials reasonably adequate to enable an informed decisionParties in writing. No later than […***…] prior 10 Business Days after each PCC meeting, the Alliance Managers will jointly prepare and circulate draft minutes from each PCC meeting that shall reference, reflect and summarize any Confidential Information shared (by way of example only and without limitation to any the generality of the foregoing, if a confidential formula is disclosed orally at a meeting of the JRDCPCC, then the chairperson minutes of the JRDC shall PCC meeting should record that the formula was disclosed, provide a description of the nature and purpose of the formula, and note that the formula is to be treated as the disclosing Party’s Confidential Information, but the formula itself would not need to be written in the minutes), decisions made, and action items identified at such meetings and will prepare and circulate an agenda final minutes for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in each PCC meeting for review and approval no later than five Business Days after circulation of the course of draft minutes from each such meeting. The JRDC may meet in person, Alliance Managers will ensure that such minutes are reviewed and approved 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 their respective JRDC members’ participation in JRDC meetings. Meetings companies no later than five Business Days after circulation of the JRDC shall be effective only if at least one (1) representative of each Party is present draft minutes or participating in such meeting. The chairperson of the JRDC shall be responsible for preparing reasonably detailed written circulated 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 will be deemed approved unless one or more members of the JRDC objects to the accuracy of such minutes within […***…] of receiptfinal.

Meetings. The JRDC JEC 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 JRDCJEC, the Alliance Manager of [***], in collaboration with the chairperson of the JRDC JEC, 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 JEC 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 JEC and Alliance Managers of each Party to provide the members of the JEC 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 JEC consideration. The JEC 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 JEC meetings shall will be held at locations alternately selected by Dimension Xxxxx and by BayerGilead, with [***] selecting the location of the first in-person JEC meeting, or at any other location mutually agreed by the members of the JEC. Each Party shall bear the cost and expense of its respective JRDC JEC members’ participation in JRDC JEC meetings. Meetings of the JRDC JEC shall be effective only if at least one (1) JEC 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 [***] shall be responsible for preparing reasonably detailed written minutes of all JRDC JEC 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 JEC for review and approval within […***…] Business Days after each JRDC JEC meeting. Such minutes shall be deemed approved unless one (1) or more members of the JRDC JEC 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 JEC 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. In the event that there is such an objection, the JEC shall discuss, and [***]. Once approved per this clause (c), the minutes shall be promptly signed by the Alliance Managers.

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 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 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 of the JRDC objects to the accuracy of such minutes within […***…] of receipt.after

Meetings. The JRDC FSC 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 meetingsmeetings as reasonably necessary. Either Party may also call a special The meeting shall be scheduled in advance 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 JRDCChina Committee scheduled during the same Calendar Quarter. Not later than ten (10) Business Days, or such shorter period as may be necessary in the event of any meeting convened on an ad hoc basis, the chairperson secretariats of the JRDC FSC 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 FSC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be in . In person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconference. In-person JRDC FSC meetings shall will be held at locations alternately selected and hosted by Dimension FibroGen China and by BayerAstraZeneca. Each The host Party shall be responsible for the costs and expenses of the FSC meetings hosted, provided that each Party will bear the expense of its respective JRDC members’ participation in JRDC FSC meetings, including travel costs. Meetings of the JRDC FSC shall be effective only if at least one (1) representative of each Party is present or participating in such meeting. The chairperson FSC secretariat of the JRDC shall host Party will be responsible for preparing keeping reasonably detailed written minutes of all JRDC FSC meetings that reflect, without limitation, all material decisions decision made at such meetings. The JRDC chairperson FSC secretariat of the host Party shall send draft meeting minutes to the other Party’s FSC 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 FSC within […***…] ten (10) Business Days after each JRDC FSC meeting. Such minutes shall will be deemed approved unless one or more members of the JRDC FSC objects to the accuracy of such minutes within […***…] ten (10) Business Days of receipt.. [*] = 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. Specific Responsibilities. In addition to its general responsibilities, the FSC shall have the following responsibilities. For clarity, certain decisions of the China Committee are subject to approval by the JSC: • review, discuss and agree the proposed calculation of Net Profit which for clarity shall be initially prepared by FibroGen China, including the calculation of any amounts to be paid by the Parties hereunder; the FSC shall prepare for the China Committee a mutually agreed calculation of Net Profit for final approval by the JSC. • review the statement to be prepared by FibroGen China setting forth Product Revenues, COGS, Marketing and Sales Expenses, Royalty Payments, Royalty Withholding Tax, Taxes and Net Profit for the applicable Calendar Quarter as well as the anticipated cash balance (net of payables) projected for the end of the applicable Calendar Year. • review and discuss the Minimum Cash Level for FibroGen WFOE for the applicable Calendar Quarter. • review and discuss the payment of Co-Promotion Fees or Deferred Co-Promotion Fees, as applicable. • review and discuss the prioritisation of payments as described in this Exhibit D. • review and discuss the distribution of available cash as described in this Exhibit D. • review and discuss an appropriate adjustment to the payment flow process described in this Exhibit D, if necessary in relation to the funding of Mandatory Post-Approval Safety Studies and maintaining of a reasonable level of working capital for the ongoing and planned operations of FibroGen WFOE, as further described in this Exhibit D. Any adjustments mutually agreed by the FSC shall be prepared for the China Committee for approval, for final approval by the JSC; no such adjustments shall be implemented unless and until finally approved by the JSC. • recommend any amendments to Exhibit D, for review by the China Committee and final approval, if any, by the JSC. Such proposed amendments may comprise amendments to the payment methodology described in this Exhibit D, taking into account a Party’s then current transfer pricing policies, manufacturing plant locations, and inter-Affiliate licensing practices and policies. Any amendments mutually agreed by the FSC shall be prepared for the China Committee for approval, for final approval by the JSC; no such amendments shall be implemented unless and until finally approved by the JSC. For clarity, no Party shall be required to make any material changes to its internal accounting and reporting systems and standards to implement any such amendments. • review significant cost and expense reconciliation questions raised between the Parties. • review the reconciliation of payment flows at the FibroGen Cayman level. • establish the process for financial detail discussions between the Parties regarding the costs and expenses charged to the profit and loss calculations for FG-4592. In addition, the FSC will perform such other functions as are appropriate to further the purposes of this Agreement, as directed by the China Committee or the JSC. [*] = 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. Exhibit E Initial Development Plan [*] [*] = 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. Exhibit F Distribution Agreement Key Terms FibroGen China to deliver all Products to AstraZeneca or its designated Affiliate according to a rolling demand forecast mechanism. AstraZeneca or its designated Affiliate will take transfer of title and assume full and unconditional credit risk on acceptance of delivery EXW (Incoterms 2010) FibroGen China’s or its CMO’s manufacturing warehouse, and pay FibroGen China within ninety (90) days. AstraZeneca or its designated Affiliate shall sell to its sub-distributors [*]. AstraZeneca or its designated Affiliate will pay a transfer price to FibroGen China equal to [*] for the national distribution service in the Territory. The Parties agree such price may be revised by AstraZeneca or its designated Affiliate following any change in applicable law, regulations and prevailing practice required by the tax authority. AstraZeneca and FibroGen China will jointly select the next level distributors for AstraZeneca or its designated Affiliate under the China Committee. AstraZeneca or its designated Affiliate will allow FibroGen China full access to all distribution data including all hospital sales data related to the Product to the extent that AstraZeneca or its designated Affiliate has access to such data. [*] = 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. Exhibit G Listed Patents DOCKET NO. COUNTRY STATUS APPLICATION NO. FILING DATE PATENT NO. GRANT DATE [*] [*] [*] [*] [*] [*] [*] [*] = 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. Exhibit H AstraZeneca’s Anti-Corruption Rules and Policies ASTRAZENECA GLOBAL POLICY ETHICAL INTERACTIONS ANTI-BRIBERY & ANTI-CORRUPTION EXTERNAL INTERACTIONS This Global Policy describes what is required to meet our commitment to operate ethically and with integrity in our business and personal interactions and activities. This Policy applies to all Employees. The Company is committed to acting responsibly and in compliance with the requirements of the UK Bribery Act, Foreign Corrupt Practices Act and other relevant laws, regulations and adopted industry codes CONTENTS

Meetings. The JRDC JSC shall meet (in person or by videoconference or teleconference) at least […***…] three (3) times per Calendar Quarter, calendar year during the term of this Agreement 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 […***…[ * ] days prior written notice to the other Party in the event such Party [ * ] = 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. 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 […***…[ * ] days 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 JSC may meet in person, by videoconference or by teleconference, provided, however, at least […***…] one (1) meeting per calendar year shall be in person at a mutually agreeable location 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 be responsible for its respective JRDC members’ participation in JRDC own expenses relating 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 JSC meetings as non-voting observers and/or presenters. The chairperson of the JRDC JSC shall be responsible for preparing reasonably detailed written minutes of all JRDC JSC meetings that reflect, without limitation, reflect and include 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 […***…[ * ] 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 […***…[ * ] days of receipt.

Meetings. The JRDC shall JSC will meet at least […***…] per Calendar Quarterduring the Research Term. The JSC may conduct such meetings by telephone, unless the Parties mutually agree videoconference, or in writing to a different frequency for such meetingsperson. Either Party Each Alliance Manager may also call a special meeting meetings of the JRDC (by videoconference or teleconference) by JSC with at least […*] prior written notice, or a shorter time period in exigent circumstances, to resolve particular matters requested by such Party that are within the purview of the JSC, the resolution of which cannot be reasonably postponed until the next regularly scheduled JSC meeting. Meetings of the JSC are effective only if at least [**…] of each Party participates in such meeting, not including the Alliance Manager. Each Alliance Manager shall be permitted to attend meetings of the JSC, and any Working Group, as a non-voting observer. Each Alliance Manager may invite a reasonable number of other participants, in addition to its representatives, to attend JSC meetings in a non‑voting capacity; provided that if either Alliance Manager intends to have any Third Party (including any consultant) attend such a meeting, such Alliance Manager shall provide prior written notice to the other Alliance Manager. Such Alliance Manager shall ensure that each such Third Party in is bound by confidentiality and non-use obligations consistent 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 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 [*] Alliance Manager or his/her designee shall keep minutes of each JSC meeting that records in writing all decisions made, action items assigned or completed and other appropriate matters. The [*] Alliance Manager shall send draft meeting minutes to each member all members of the JRDC JSC promptly after a meeting for review review. Each JSC member shall have [*] from receipt in which to comment on and to approve the minutes (such approval not to be unreasonably withheld, [*] Certain information in this document has been omitted as the information is not material and would be competitively harmful if publicly disclosed. conditioned or delayed). If a JSC member, within such time period, does not notify the […***…] after each JRDC meeting. Such Alliance Manager that s/he does not approve of the minutes, the minutes shall be deemed to have been approved unless one or by such member. The Parties acknowledge and agree that, notwithstanding the requirements of this Section 2.6 for the JSC to meet [*], the Parties shall communicate and meet (as appropriate, including via the Project Managers) on a more members informal basis as needed to discuss the progress of the JRDC objects to the accuracy of such minutes within […***…] of receiptResearch Programs.

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 shall On a Program-by-Program basis, during the Research Collaboration Term for such Program, the Joint Patent Committee will meet at such times, places and frequencies as agreed by the Parties (and at least […***…] per Calendar Quarter, unless the Parties mutually agree in writing to Year and more often as reasonably requested by a different frequency for such meetings. Either Party may also call so long as a special meeting representative of the JRDC (by videoconference or teleconference) by at least […***…] prior written notice to the other Party in responsible for such activities is available) to enable the event such Party reasonably believes that a significant matter must be addressed prior Parties to carry out their rights and obligations under this Section 4.2 and to ensure the next regularly scheduled meetingtimely Prosecution and Maintenance, and enforcement, of Patents within the SR IP and Joint Collaboration Patents for such Party shall provide Program in accordance with Article 6. The Parties will agree to reasonable response times for requests by the JRDCother Party’s patent counsel in connection with such Prosecution and Maintenance, no later than […***…] prior to the special meetingand enforcement, with materials reasonably adequate to enable an informed decisionactivities. No later than […***…] Days prior to any meeting of the JRDCJoint Patent Committee, the chairperson of the JRDC shall chairpersons 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 Joint Patent Committee (by videoconference, teleconference or in person) by providing at least [***] 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 Joint Patent Committee to provide the members of the Joint Patent Committee no later than [***] 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 Joint Patent Committee 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 Joint Patent Committee members’ participation in JRDC Joint Patent Committee meetings. Meetings of the JRDC shall Joint Patent Committee will be effective only if at least one (1) representative of [***] Joint Patent Committee members from each Party is (including each Party’s intellectual property legal counsel) are 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 […*** Confidential Treatment Requested ***…] 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 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 JDC shall meet at least […***…] per Calendar Quartercalendar 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 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. Following the Initial Approval Date, 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 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 will be held at locations in the U.S. alternately selected by Dimension Medivation and by BayerAstellas or at any other location mutually agreed by the members of the JDC. Each Party shall bear report to 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, JDC on all material decisions made at issues relating to the Development of Products for and in the Territory promptly after such meetingsissues arise. The JRDC chairperson shall send draft meeting minutes to each member of the JRDC 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 ten […***…] 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 Unless otherwise agreed between the Parties, the JSC shall meet in person or via teleconference or video link at least quarterly until all payments under Section 6.2 have been paid and thereafter at least annually, on such dates and at such times and places as agreed to by the JSC representatives. The first JSC meeting shall be held within [***] days of the Effective Date. The JSC shall be disbanded, on Licensee’s election, upon a Change of Control of Licensor, provided that, if Licensor is performing Licensor Development Activities at such time, the JSC will be disbanded after the completion of such activities unless Licensee instructs Licensor to terminate such activities early, in which case, Licensor, at Licensee’s cost, shall promptly handover responsibility for, sponsorship of (to the extent relevant) and the conduct of the same to Licensee (or its nominated Affiliate or Third Party) in a smooth, efficient and timely manner. Each Party’s advisors may be permitted to attend meetings of the JSC as the JSC determines as non-voting representatives of such Party, subject to such advisors agreeing to keep confidential the subject matter of, and any Confidential Information disclosed by the other Party at, such meeting. Each Party shall be responsible for its own expenses for participating in the JSC. Meetings of the JSC shall be effective only if at least […***…] per Calendar Quarter, unless the Parties mutually agree in writing to a different frequency for such meetingsof each Party is present or participating. Either Party The JSC chairperson may also call a special meeting of the JRDC JSC (by videoconference in person or teleconferencevia teleconference or video link) by at least […***…] prior written notice to if the other Party in the event such Party JSC chairperson 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 meetingJSC. 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 be responsible for (a) preparing reasonably detailed written and circulating an agenda for each meeting, and (b) appointing a secretary for such meeting from one of the attendees of such meeting who shall be responsible for the preparation and circulation of minutes of all JRDC meetings that reflect, without limitation, all material decisions made at such meetings. The JRDC chairperson shall send draft the meeting minutes to each member of the JRDC 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 objects , and endeavoring to the accuracy of finalize such minutes within […***…] of receiptdays after each JSC meeting.

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 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- ***Confidential Treatment Requested 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. The JRDC JRDT shall meet at least […***…] per Calendar Quarter, monthly during the period of time during which there is a Collaboration Term in effect unless the Parties mutually agree in writing to a different 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 JRDCJRDT, the chairperson co -chairpersons of the JRDC JRDT shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda. Either Party may also call a special meeting of the JRDT (by videoconference, either 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 or the next scheduled meeting, in which event such Party shall work with the course co-chairpersons of such meetingthe JRDT and the Alliance Directors of both Parties to provide the members of the JRDT 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 may It is expected that the JRDT shall meet in person, by videoconference or by teleconference, provided, however, at least […***…] shall be but may also meet in person unless the Parties mutually agree in writing to waive such requirement in lieu of a videoconference or teleconferenceperson. In-person JRDC JRDT meetings shall will be held at locations alternately selected by Dimension and by BayerSQZ or Roche, on an alternating basis. Each Party shall will bear the expense of its respective JRDC JRDT members’ and non -JRDT members’ participation in JRDC JRDT meetings. Meetings of the JRDC JRDT shall be effective only if at least one (1) representative [********] JRDT Member of each Party (excluding the Alliance Director) 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 meetingCertain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such minutes shall be deemed approved unless one or more members of the JRDC objects excluded information is not material and would likely cause competitive harm to the accuracy of such minutes within […***…] of receiptregistrant if publicly disclosed.