Common use of Joint Development Committee Clause in Contracts

Joint Development Committee. Promptly after the Effective Date the Parties shall form a Joint Development Committee (the “JDC”). The JDC shall consist of an equal number of representatives of each Party. Each Party shall be responsible for determining the qualifications and substitutions of its JDC members. It is anticipated that each Party’s representatives may include experts in finance, clinical development, patient safety and regulatory affairs and CMC. The JDC shall be co-chaired with one chairperson designated by each Party (each, a “Co-Chair”). The JDC shall meet at least quarterly or at such other frequency as the JDC agrees (and it may appoint subteams to meet more frequently), provided that either Party through its Co-Chair may request a meeting of the JDC at any time upon five (5) Business Days notice to the other Party, with the understanding that the other Party will use reasonable efforts to comply with such request but such other Party will not be in breach of this Agreement in the event that it is unable to comply with such request but is using reasonable efforts to conduct a JDC meeting as promptly as practicable. JDC meetings shall be held by audio or video teleconference, or face-to-face, as agreed upon by the Parties; provided that face-to-face meetings shall alternate between Branford, CT and San Francisco, CA unless otherwise agreed upon by the Parties. There must be a minimum of two (2) representatives from each Party at any meeting of the JDC. No fewer than five (5) Business Days prior to each meeting, and in any event as soon as reasonably practicable, each Party shall use good faith efforts to disclose to the other Party any proposed agenda items together with appropriate supporting information. The JDC Co-Chairs shall alternate responsibility for preparing and circulating definitive minutes of each meeting of the JDC. Such minutes shall provide a description, in reasonable detail, of the discussions at the meeting, a list of material actions and decisions made by the JDC, a list of action items made by the JDC and a list of material issues not resolved by the JDC. The JDC Co-Chair who drafts the minutes shall provide the other Co-Chair and each Party’s Alliance Managers with the initial draft meeting minutes, who shall return the draft with any proposed changes, and this process shall be repeated until a final version of the meeting minutes is agreed upon and signed (or acknowledged as final via email) by the two Co-Chairs. The Parties shall reasonably cooperate to complete and agree upon a final version of meeting minutes within twenty (20) Business Days from the date of the relevant meeting. The final version of the meeting minutes shall be signed (or acknowledged as final via email) by the two Co-Chairs, and each Party shall be provided with a copy of the final meeting minutes for its safekeeping. A reasonable number of additional representatives of a Party may attend meetings of the JDC in advisory capacity with the prior written consent of the other Party; provided that any JDC meetings that includes representatives of either Party who are not JDC members may, at the request of any JDC member, include a closed session consisting of only JDC members and Alliance Managers. All representatives to the JDC or attending JDC meetings shall be subject to confidentiality and nonuse restrictions at least as restrictive as those set forth herein. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WHERE 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Joint Development Committee. Promptly after the Effective Date Date, the Parties shall form a Joint Development Committee (the “JDC”)) to oversee the Combined Therapy Studies conducted under this Agreement. The JDC shall consist of an equal number of appropriate employee representatives of from each Party. Each Party shall be responsible for determining the qualifications and substitutions of its JDC members. It is anticipated that each Party’s representatives may include experts in finance, clinical development, patient safety and regulatory affairs and CMCaffairs. The JDC shall be co-chaired with one co-chairperson designated by each Party (each, a “Co-Chair”). The JDC shall meet at least quarterly on a Quarterly basis, or at such other frequency more or less frequently as the JDC agrees (and it may appoint subteams to meet more frequently), provided that either Party through its Co-Chair may request a meeting of the JDC (or the Co-Chairs only) at any time upon five (5) Business Days Days’ notice to the other Party, with the understanding that the other Party will use reasonable efforts to comply with such request but such other Party will not be in breach of this Agreement in the event that it is unable to comply with such request but is using reasonable efforts to conduct a JDC meeting as promptly as practicable. JDC Upon request by either Party, such meetings shall will be held by audio or video teleconference, or face-to-face, as agreed upon by the Parties; provided that face-to-face meetings shall alternate between Branfordoccur at least semi-annually except during a declared state of emergency due to pandemic in Massachusetts, CT and San FranciscoNew York, CA unless otherwise agreed upon by the Parties. There must be a minimum of two (2) representatives from each Party at any meeting of the JDCor New Jersey. No fewer than five (5) Business Days prior to each meeting, and in any event as soon as reasonably practicable, each Party shall use good faith efforts to disclose to the other Party any proposed agenda items together with appropriate supporting information. The JDC Co-Chairs shall alternate responsibility for preparing and circulating the final agendas for, and the definitive minutes of each meeting of the JDC. Such minutes shall provide a description, in reasonable detail, of the discussions at the meeting, a list of material actions and decisions made by the JDC, a list of action items made by the JDC and a list of material issues not resolved by the JDC. The JDC Co-Chair who drafts the minutes shall provide the other Co-Chair and each Party’s Alliance Managers with the initial draft meeting minutes, who shall return the draft with any proposed changes, and this process shall be repeated until a final version of the meeting minutes is agreed upon and signed (or acknowledged as final via email) by each of the two Co-Chairs. The Parties shall reasonably cooperate to complete and agree upon a final version of meeting minutes within twenty (20) Business Days from the date of the relevant meeting. The final version of the meeting minutes shall be signed (or acknowledged as final via email) by the two Co-Chairs, and each Party shall be provided with a copy of the final version of the meeting minutes for its safekeeping. A reasonable number of additional representatives of a Party may attend meetings of the JDC in an advisory capacity with the prior written consent of the other Party; provided that any JDC meetings that includes representatives of either Party who are not JDC members may, at the request of any JDC member, include a closed session consisting of only JDC members and Alliance Managers. All representatives to the JDC or attending JDC meetings shall be subject to confidentiality and nonuse restrictions at least as restrictive as those set forth herein. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WHERE 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Joint Development Committee. Promptly after the Effective Date selection of the Parties shall first Program Compound hereunder, the parties will form a Joint Development Committee ("JDC") comprised of three (3) representatives of each of Elitra and LG Chem. Two (2) members of the “JDC”), one (1) of whom is a representative of Elitra and one (1) of whom is a representative of LG Chem, shall be selected to act as co-chairpersons. The JDC shall consist coordinate and manage, and monitor the progress and results of, the worldwide Development of an equal number Program Compounds and Products resulting from the Collaboration. The parties intend that decisions of the JDC will be made by consensus. The parties agree that the representatives of each Party. Each Party shall be responsible for determining Elitra and the qualifications and substitutions representatives of its JDC members. It is anticipated that each Party’s representatives may include experts in finance, clinical development, patient safety and regulatory affairs and CMC. The LG Chem on the JDC shall be co-chaired with one chairperson designated by each Party (each, a “Co-Chair”)consult in good faith in implementing the Development Plan. The JDC shall meet at least quarterly three (3) times per year following its formation during the Term of the Agreement or at such other greater frequency as the JDC agrees (and it may appoint subteams to meet more frequently), provided that either Party through its Co-Chair may request a meeting of the JDC at any time upon five (5) Business Days notice to the other Party, with the understanding that the other Party will use reasonable efforts to comply with such request but such other Party will not be in breach of this Agreement in the event that it is unable to comply with such request but is using reasonable efforts to conduct a JDC meeting as promptly as practicableagrees. JDC meetings shall be held by audio or video teleconference, or face-to-face, as agreed upon by the Parties; provided that face-to-face Such meetings shall alternate between Branfordthe principal offices of each party, CT and San Franciscothe parties shall agree upon the time of meetings. In addition, CA unless otherwise agreed upon the JDC may hold such additional meetings by the Parties. There must be a minimum of two (2) representatives from each Party at any meeting of teleconference or videoconference as deemed appropriate by the JDC. No fewer than five Within thirty (530) Business Days prior to days after each meeting, and in any event as soon as reasonably practicable, each Party shall use good faith efforts to disclose to the other Party any proposed agenda items together with appropriate supporting information. The JDC Co-Chairs shall alternate responsibility for preparing and circulating definitive minutes of each meeting one of the JDC. Such minutes shall JDC co-chairpersons (alternating between the Elitra co-chairperson and the LG Chem co-chairperson) will provide the parties with a descriptionwritten report describing, in reasonable detail, the status of Development activities under the Collaboration, a summary of the discussions at results and progress to date, the meeting, a list of material actions and decisions made by the JDC, a list of action items made by the JDC and a list of material issues not resolved by the JDC. The JDC Co-Chair who drafts the minutes shall provide the other Co-Chair and each Party’s Alliance Managers with the initial draft meeting minutes, who shall return the draft with any proposed changesrequiring resolution, and this process shall be repeated until a final version the resolution of the meeting minutes is agreed upon and signed (or acknowledged as final via email) by the two Co-Chairs. The Parties shall reasonably cooperate to complete and agree upon a final version of meeting minutes within twenty (20) Business Days from the date of the relevant meeting. The final version of the meeting minutes shall be signed (or acknowledged as final via email) by the two Co-Chairs, and each Party shall be provided with a copy of the final meeting minutes for its safekeepingpreviously reported issues. A reasonable number of additional representatives of a Party party may attend meetings of the JDC in advisory capacity with the prior written consent of the other Party; provided that any JDC meetings that includes representatives of either Party who are not JDC members may, at the request of any JDC member, include a closed session consisting of only JDC members and Alliance Managers. All representatives to the JDC or attending JDC meetings shall be subject to confidentiality and nonuse restrictions at least as restrictive as those set forth herein. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WHERE 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDnon-voting capacity.

Joint Development Committee. Promptly Within [**] days after the Effective Date Date, the Parties shall form a Joint Development Committee (the “JDC”). The JDC shall consist of no more than [**] representatives and shall consist of an equal number of representatives of from each Party, with one representative from each Party appointed as co-chairpersons. The Parties hereby agree that neither Executive Officer shall be a member of the JDC. Each Party shall be responsible for determining the qualifications and substitutions of its JDC members. It is anticipated that each Party’s representatives may include experts in finance, clinical development, patient safety and regulatory affairs and CMC. The JDC shall be co-chaired with one chairperson designated by each Party (each, a “Co-Chair”)affairs. The JDC shall meet at least quarterly [**] or at such other frequency as the JDC agrees (and it may appoint subteams to meet more frequently)agrees, provided that either Party through its Co-Chair may request call a meeting of the JDC at any time upon five (5) Business Days [**] business days’ notice to the other Party. Upon request by a Party, with the understanding that the other Party will use reasonable efforts to comply with such request but such other Party will not be in breach of this Agreement in the event that it is unable to comply with such request but is using reasonable efforts to conduct a JDC meeting as promptly as practicable. JDC meetings shall may be held by audio or video teleconference, or face-to-face, as agreed upon by . Each Party shall have a single vote in the Parties; provided that face-to-face meetings shall alternate between Branford, CT and San Francisco, CA unless otherwise agreed upon by JDC regardless of the Partiesnumber of representatives appointed to the JDC. There must be a minimum of two (2) [**] representatives from each Party at any meeting of the JDC. All decisions of the JDC shall be unanimous. Any decision required or permitted to be taken by the JDC may be taken without a meeting in person or by an audio or video teleconference taking place, provided that a consent in writing, setting forth the decision so taken, is signed by the JDC co-chairperson of each Party. No fewer than five (5) Business Days [**] business days prior to each meeting, and in any event as soon as reasonably practicable, each Party shall use good faith efforts to disclose to the other Party any proposed agenda items together with appropriate supporting information. The JDC Coco-Chairs chairpersons shall alternate responsibility for preparing and circulating definitive minutes of each meeting of the JDC. Such minutes shall provide a description, in reasonable detail, of the discussions at the meeting, a list of material actions and decisions made by the JDC, a list of action items made by the JDC and a list of material issues not resolved by the JDC, provided, however, that the portions of the meeting minutes addressing any Patents or documenting any decisions thereon shall be initially drafted by a legal representative of the Party who has responsibility for preparing the initial draft of the minutes for that meeting. The JDC Coco-Chair who drafts chairperson of the minutes drafting Party shall provide the counterpart JDC co-chairperson of the other Co-Chair and each Party’s Alliance Managers Party with the initial draft meeting minutes, who shall return the draft with any proposed changes, and this process shall be repeated until a final version of the meeting minutes is agreed upon and signed (or acknowledged as final via email) by the two Coboth JDC co-Chairschairpersons. The Parties shall reasonably cooperate to complete and agree upon a final version of meeting minutes within twenty (20) Business Days [**] business days from the date of the relevant meeting. The final version of the meeting minutes shall be signed (or acknowledged as final via email) by the two CoJDC co-Chairschairperson of each Party, and each Party shall be provided with a copy of the final signed meeting minutes for its safekeeping. A reasonable number of additional representatives of a Party may attend meetings of the JDC in advisory a non-voting capacity with the prior written consent of the other Party; provided that any JDC meetings that includes representatives of either Party who are not JDC members may, at the request of any JDC member, include a closed session consisting of only JDC members and Alliance Managers. All representatives to the JDC or attending JDC meetings shall be subject to confidentiality and nonuse restrictions at least as restrictive as those set forth herein. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WHERE 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Joint Development Committee. Promptly after the Effective Date [***], the Parties shall form a Joint Development Committee (the “JDC”). The JDC shall consist of an equal number of representatives of each Party[***]. Each Party shall be responsible for determining the qualifications and substitutions of its JDC members. It is anticipated that each Party’s representatives may include experts in finance, clinical development, patient safety and regulatory affairs and CMC. The JDC shall be co-chaired with one chairperson designated by each Party (each, a “Co-Chair”). The JDC shall meet at least quarterly [***], or at such other frequency as the JDC agrees (and it may appoint subteams to meet more frequently), provided that either Party through its Co-Chair may request a meeting of the JDC at any time upon five (5) Business Days [***] notice to the other Party, with the understanding that the other Party will use reasonable efforts to comply with such request but such other Party will not be in breach of this Agreement in the event that it is unable to comply with such request but is using reasonable efforts to conduct a JDC meeting as promptly as practicable. JDC Upon request by either Party, such meetings shall will be held by audio or video teleconference, or face-to-face, as agreed upon by the Parties; provided that face-to-face meetings shall alternate occur at least [***], alternating between BranfordPrinceton, CT NJ and San Francisco, CA unless otherwise agreed upon by the Parties. There must be a minimum of two (2) representatives [***] from each Party at any meeting of the JDC. No fewer than five (5) Business Days [***] prior to each meeting, and in any event as soon as reasonably practicable, each Party shall use good faith efforts to disclose to the other Party any proposed agenda items together with appropriate supporting information. The JDC Co-Chairs shall alternate responsibility for preparing and circulating definitive minutes of each meeting of the JDC. Such minutes shall provide a description, in reasonable detail, of the discussions at the meeting, a list of material actions and decisions made by the JDC, a list of action items made by the JDC and a list of material issues not resolved by the JDC. The JDC Co-Chair who drafts the minutes shall provide the other Co-Chair and each Party’s Alliance Managers with the initial draft meeting minutes, who shall return the draft with any proposed changes, and this process shall be repeated until a final version of the meeting minutes is agreed upon and signed (or acknowledged as final via email) by the two Co-Chairs. The Parties shall reasonably cooperate to complete and agree upon a final version of meeting minutes within twenty (20) Business Days from the date of the relevant meeting. The final version of the meeting minutes shall be signed (or acknowledged as final via email) by the two Co-Chairs, and each Party shall be provided with a copy of the final meeting minutes for its safekeeping. A reasonable number of additional representatives of a Party may attend meetings of the JDC in advisory capacity with the prior written consent of the other Party; provided that any JDC meetings that includes representatives of either Party who are not JDC members may, at the request of any JDC member, include a closed session consisting of only JDC members and Alliance Managers. All representatives to the JDC or attending JDC meetings shall be subject to confidentiality and nonuse restrictions at least as restrictive as those set forth herein. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WHERE OMITTED AND REPLACED WITH “[Clinical Trial Collaboration Agreement_Nektar_BMS_September 2016 ***]”Text Omitted and Filed Separately with the Securities and Exchange Commission. 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2

Joint Development Committee. Promptly after Within 30 days of the Effective Date date CoCensys exercises the Parties Re-engagement Option in accordance with Section 5.3 to co-develop a Collaboration Lead Compound, Warner shall form appoint 4 representatives and CoCensys shall appoint 2 representatives to a Joint Development Committee (the “"Joint Development Committee" or "JDC”"). The JDC shall consist Such representatives will include individuals with expertise and responsibilities in the areas of an equal number of representatives of each Party. Each Party shall be responsible for determining the qualifications and substitutions of its JDC members. It is anticipated that each Party’s representatives may include experts in financepreclinical development, clinical development, patient safety and or regulatory affairs and CMCaffairs. The JDC shall be cowill oversee all aspects of the Preclinical Development and Development of each Collaboration Lead Compound for which CoCensys has exercised the Re-chaired engagement Option through the filing of an NDA or its foreign equivalent on a Collaboration Product arising from such Collaboration Lead Compound. With respect to each Collaboration Lead Compound in Preclinical Development and each Collaboration Product in Development, the Executive Committee will, upon nomination from each party, select one Warner JDC representative as a "Project Team Leader" with one chairperson designated by each Party (each, a “Co-Chair”)respect to such Collaboration Lead Compound or Collaboration Product. The JDC shall meet at least quarterly or at such other frequency as Project Team Leader will be responsible for overseeing the JDC agrees (and it may appoint subteams to meet more frequently), provided that either Party through its Co-Chair may request a meeting operational aspects of the JDC at any time upon five (5) Business Days notice to Preclinical Development and the other Party, with Development of the understanding that the other Party will use reasonable efforts to comply with such request but such other Party will not be in breach of this Agreement in the event that it is unable to comply with such request but is using reasonable efforts to conduct a JDC meeting as promptly as practicable. JDC meetings shall be held by audio applicable Collaboration Lead Compound or video teleconference, or face-to-faceCollaboration Product, as agreed upon by the Parties; provided that face-to-face meetings shall alternate between Branford, CT and San Francisco, CA unless otherwise agreed upon by the Parties. There must be a minimum of two (2) representatives from each Party at any meeting of the JDC. No fewer than five (5) Business Days prior to each meeting, and in any event as soon as reasonably practicable, each Party shall use good faith efforts to disclose to the other Party any proposed agenda items together with appropriate supporting information. The JDC Co-Chairs shall alternate responsibility for preparing and circulating definitive minutes of each meeting of the JDC. Such minutes shall provide a description, in reasonable detail, of the discussions at the meeting, a list of material actions and decisions made directed by the JDC, a list of action items made by and will prepare and submit to the JDC issues and a list of material issues not resolved problems to be decided by the JDC. The JDC Co-Chair who drafts will meet on a quarterly basis, alternating between Ann Arbor, Michigan and Irvine, California and will otherwise communicate regularly by telephone, facsimile and video conference. Each party recognizes the minutes shall provide importance of the Joint Development Committee in the success of the Collaboration and will use diligent efforts to cause all of its representatives to such committee to attend all meetings of such committee. A party may change any of its appointments to the Joint Development Committee at any time upon giving written notice to the other Co-Chair and each Party’s Alliance Managers with the initial draft meeting minutes, who shall return the draft with any proposed changes, and this process shall be repeated until a final version of the meeting minutes is agreed upon and signed (or acknowledged as final via email) by the two Co-Chairs. The Parties shall reasonably cooperate to complete and agree upon a final version of meeting minutes within twenty (20) Business Days from the date of the relevant meeting. The final version of the meeting minutes shall be signed (or acknowledged as final via email) by the two Co-Chairs, and each Party shall be provided with a copy of the final meeting minutes for its safekeeping. A reasonable number of additional representatives of a Party may attend meetings of the JDC in advisory capacity with the prior written consent of the other Party; provided that any JDC meetings that includes representatives of either Party who are not JDC members may, at the request of any JDC member, include a closed session consisting of only JDC members and Alliance Managers. All representatives to the JDC or attending JDC meetings shall be subject to confidentiality and nonuse restrictions at least as restrictive as those set forth herein. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WHERE 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDparty.

Joint Development Committee. Promptly after the Effective Date Date, the Parties shall form a Joint Development Committee (the “JDC”)) to oversee the Combined Therapy Studies conducted under this Agreement. The JDC shall consist of an equal number of representatives of each Party[*]. Each Party shall be responsible for determining the qualifications and substitutions of its JDC members. It is anticipated that each Party’s representatives may include experts in finance, clinical development, patient safety and regulatory affairs and CMCaffairs. The JDC shall be co-chaired with one co-chairperson designated by each Party (each, a “Co-Chair”). The JDC shall meet at least quarterly on a Quarterly basis, or at such other frequency more or less frequently as the JDC agrees (and it may appoint subteams to meet more frequently), provided that either Party through its Co-Chair may request a meeting of the JDC (or the Co-Chairs only) at any time upon five (5) Business Days [*] notice to the other Party, with the understanding that the other Party will use reasonable efforts to comply with such request but such other Party will not be in breach of this Agreement in the event that it is unable to comply with such request but is using reasonable efforts to conduct a JDC meeting as promptly as practicable. JDC Upon request by either Party, such meetings shall will be held by audio or video teleconference, or face-to-face, as agreed upon by the Parties; provided that face-to-face meetings shall alternate between Branford, CT and San Francisco, CA unless otherwise agreed upon by the Parties. There must be a minimum of two (2) representatives from each Party occur at any meeting of the JDCleast semi-annually. No fewer than five (5) Business Days [*] prior to each meeting, and in any event as soon as reasonably practicable, each Party shall use good faith efforts to disclose to the other Party any proposed agenda items together with appropriate supporting information. The JDC Co-Chairs shall alternate responsibility for preparing and circulating the final agendas for, and the definitive minutes of each meeting of the JDC, and may conduct such activities through their designees. Such minutes shall provide a description, in reasonable detail, of the discussions at the meeting, a list of material actions and decisions made by the JDC, a list of action items made by the JDC and a list of material issues not resolved by the JDC. The JDC Co-Chair who drafts the minutes (or his or her designee) shall provide the other Co-Chair and each Party’s Alliance Managers with the initial draft meeting minutes, who shall return the draft with any proposed changes, and this process shall be repeated until a final version of the meeting minutes is agreed upon and signed (or acknowledged as final via email) by each of the two Co-Chairs. The Parties shall reasonably cooperate to complete and agree upon a final version of meeting minutes within twenty (20) Business Days [*] from the date of the relevant meeting. The final version of the meeting minutes shall be signed (or acknowledged as final via email) by the two Co-Chairs, and each Party shall be provided with a copy of the final version of the meeting minutes for its safekeeping. A To the extent relevant to the agenda, a reasonable number of additional representatives of a Party may attend meetings of the JDC in advisory capacity with the prior written consent of the other Party; provided that any JDC meetings that includes representatives of either Party who are not JDC members may, at the request of any JDC member, include a closed session consisting of only JDC members and Alliance Managers. All representatives to the JDC or attending JDC meetings shall be subject to confidentiality and nonuse restrictions at least as restrictive as those set forth herein. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WHERE 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Joint Development Committee. Promptly after the Effective Date Date, the Parties shall form a Joint Development Committee (the “JDC”). The JDC shall consist of an equal number *** of representatives of from each Party. Each Party shall be responsible for determining the qualifications and substitutions of its JDC members. It is anticipated that each Party’s representatives may include experts in finance, clinical development, project management, patient safety and regulatory affairs and CMC. Each Party may invite representatives of such Party who are not JDC members to attend JDC meetings, provided that any JDC meeting that includes representatives of either Party who are not JDC members may, at the request of any JDC member, include a closed session consisting of only JDC members and Alliance Managers. The JDC shall be co-chaired with one chairperson designated by each Party (each, a “Co-Chair”). The JDC shall meet at least quarterly ***, or at such other frequency as the JDC agrees (and it may appoint subteams to meet more frequently), provided that either Party through its Co-Chair may request a meeting of the JDC at any time upon five (5) Business Days *** notice to the other Party, with the understanding that the other Party will use reasonable efforts to comply with such request but such other Party will not be in breach of this Agreement in the event that it is unable to comply with such request but is using reasonable efforts to conduct a JDC meeting as promptly as practicable. JDC Upon request by either Party, such meetings shall will be held by audio or video teleconference, or face-to-face, as agreed upon by the Parties; provided that face-to-face meetings shall occur at least ***, the location of which shall alternate between Branford, CT and South San Francisco, CA unless otherwise agreed upon by the PartiesCalifornia and Princeton, New Jersey. There must be a minimum of two (2) *** JDC representatives from each Party at any meeting of the JDC. No fewer than five (5) Business Days *** prior to each meeting, and in any event as soon as reasonably practicable, each Party shall use good faith efforts to disclose to the other Party any proposed agenda items together with appropriate supporting information. The JDC Co-Chairs shall alternate responsibility for preparing and circulating definitive minutes of each meeting of the JDC. Such minutes shall provide a description, in reasonable detail, of the discussions at the meeting, a list of material actions and decisions made by the JDC, a list of action items made by the JDC and a list of material issues not resolved by the JDC. The JDC Co-Chair who drafts the minutes shall provide the other Co-Chair and each Party’s Alliance Managers with the initial draft meeting minutes, who shall return the draft with any proposed changes, and this process shall be repeated until a final version of the meeting minutes is agreed upon and signed (or acknowledged as final via email) by the two Co-Chairs. The Parties shall reasonably cooperate to complete and agree upon a final version of meeting minutes within twenty (20) Business Days *** from the date of the relevant meeting. The final version of the meeting minutes shall be signed (or acknowledged as final via email) by the two Co-Chairs, and each Party shall be provided with a copy of the final meeting minutes for its safekeeping. A reasonable number of additional representatives of a Party may attend meetings of the JDC in advisory capacity with the prior written consent of the other Party; provided that any JDC meetings that includes representatives of either Party who are not JDC members may, at the request of any JDC member, include a closed session consisting of only JDC members and Alliance Managers. All representatives to the JDC or attending JDC meetings shall be subject to confidentiality and nonuse restrictions at least as restrictive as those set forth herein. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WHERE 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.