Decisions Reserved to Manager. Manager, in consultation with Provider, shall make all hiring and firing decisions and all determinations as to wages, salaries, and compensation including, but not limited to, all determinations regarding the retention, promotion, demotion, awarding of bonuses, salary adjustments, and other matters affecting the terms and conditions of the employment of any and all Support Personnel in accordance with and subject to the personnel policies as may be adopted from time to time by Manager. Manager shall establish and implement staffing levels, work hours and shifts, and employee benefit programs in accordance with the policies developed by Manager. Manager shall also be solely responsible for recruiting, hiring and terminating all other Manager employees.

Appointment of Investment Manager. The Employer may appoint, at its option, one or more Investment Managers, investment advisers, or other agents to provide investment direction to the Trustee (or Insurer) with respect to any or all of the Plan assets. Such appointment shall be given by the Employer in writing in a form acceptable to the Trustee (or Insurer) and shall specifically identify the Plan assets with respect to which the Investment Manager or other agent shall have the authority to direct the investment.

The named fiduciary may appoint an investment manager who is other than the trustee, which investment manager may be a bank or an investment advisor registered with the Securities and Exchange Commission under the Investment Advisors Act of 1940. Such investment manager, if appointed, shall have sole discretion in the investment of plan assets, subject to the funding policy. The named fiduciary shall review at regular intervals no less frequently than annually, the performance of such investment manager and shall re-evaluate the appointment of such investment manager. After the named fiduciary has appointed an investment manager and has received a written notice of acceptance of its responsibility, the fiduciary responsibility with respect to investment of plan assets shall be considered as the responsibility of the investment manager.

Managing Agent for the Western Alliance Bank Lender Group:

Regeneron shall submit each proposed Tumor Target and Effector Moiety combination for a potential Additional Collaboration Program to the Gatekeeper. The Gatekeeper will determine the Availability of such Tumor Target and Effector Moiety combination in accordance with the following procedure. CytomX and the Gatekeeper shall maintain an up-to-date list of Tumor Targets and Effector Moieties that are not Available, until the Program Selection Period expires. Prior to nominating a Tumor Target and Effector Moiety combination, Regeneron’s Alliance Manager shall notify CytomX’s Alliance Manager via email of Regeneron’s intent to submit a Tumor Target and Effector Moiety combination to the Gatekeeper. CytomX shall have up to ​ Business Days after such notification by Regeneron’s Alliance Manager to confirm that the Gatekeeper’s list of Tumor Targets and Effector Moieties that are not Available is current (and shall inform Regeneron’s Alliance Manager promptly upon such confirmation). Regeneron shall notify the Gatekeeper in writing via email on a confidential basis of its intention to determine whether one or more Tumor Targets and Effector Moieties are Available, at which point the Gatekeeper shall provide written notice to Regeneron via email as to whether such proposed Tumor Target(s) and Effector Moiety(ies) is Available or not Available, but the identity of such proposed Tumor Target and Effector Moiety shall not be disclosed to CytomX. If such proposed Tumor Target and Effector Moiety are both Available, and Regeneron wishes to select such proposed Tumor Target and Effector Moiety combination for an Additional Collaboration Program, it shall notify CytomX in writing of its selection within ​ Business Days (the “Additional Collaboration Program Notice”). Upon CytomX’s receipt of an Additional Collaboration Program Notice from Regeneron, such Additional Collaboration Program shall be deemed a Collaboration Program under this Agreement, and the Product Selection Period for such Additional Collaboration Program will commence. If any such proposed Tumor Target and Effector Moiety combination is determined by the Gatekeeper not to be Available, then Regeneron shall have the option to continue to nominate (or request CytomX nominate) another proposed Tumor Target and Effector Moiety combination until the expiration or termination of the Program Selection Period or exhaustion of Regeneron’s rights under this Section 3.1. If ​ is designated as a Tumor Target with any Effector Moiety, the Parties agree that ​.

Contract relating to any joint venture, partnership or strategic alliance;

Agreement between ​ and FLOW Formal Alliance LLC dated September 1, 2007

Initiate, alter or terminate an important business alliance with a third party

such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within ​ after each JSC meeting. Such minutes will be deemed approved unless one or more members of the 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.

“Program Manager” means Bank Program Manager or Company Program Manager, as applicable.