Board of Managers. ReGenX hereby retains the Manager, and the Manager hereby agrees to serve, as a member of the Board of Managers of ReGenX. As a member of the Board of Managers, the Manager shall devote his efforts to satisfying the responsibilities, and shall have the powers and be entitled to the rights, of a member of the Board of Managers as set forth in ReGenX’s Fifth Amended and Restated Limited Liability Company Agreement (a copy of which has been provided to the Manager), as such agreement may be amended from time to time.

In developing strategies, making decisions and exercising its rights under this Agreement (including acting through its representatives on the JSC and its Alliance Managers), each party shall act in good faith and use its Commercially Reasonable Efforts to achieve the goal of the then-current Commercialization Plan. For clarity, ACADIA shall be

Compensation of Managers; Reimbursement. Except as approved by the Board, and then only in reasonable amounts as determined by the Board, the Managers shall receive no compensation for serving in such capacity. The Managers constituting the Board shall be entitled to be reimbursed, out of available cash, for reasonable out-of-pocket costs and expenses incurred in the course of their service hereunder.

Replacement. A Party may replace its Alliance Manager at any time by informing the other Party’s Alliance Manager in writing (including by email).

(h) “Strategic Alliance Agreement” means the Strategic Alliance Agreement entered into on January 22, 2018 between TLC and JX for JX to purchase shares of TLC Hong Kong.

Western Alliance Bank

Disputes; Resolution by Executive Officers. The Parties recognize that disputes as to certain matters may from time to time arise during the Term that relate to decisions to be made by the Parties herein or to the Parties’ respective rights and/or obligations hereunder. Subject to [Section 2.2.4] and [Section 14.5.2], any disputes, controversies or claims that may arise between the Parties out of or in relation to or in connection with this Agreement shall be promptly presented to the Alliance Managers for resolution. If the Alliance Managers are unable to resolve such dispute within ​ Business Days after a matter has been presented to them, then upon the request of either Party by written notice, the Parties agree to meet and discuss in good faith a possible resolution thereof, which good faith efforts shall include at least one in-person meeting between the Executive Officers of each Party within ​ Business Days after receipt by the other Party of such written notice. If any such matter, other than a matter within the final decision-making authority of Regeneron, is not resolved within ​ Business Days following presentation to the Executive Officers, then either Party may invoke the provisions of [Section 14.5.2].

Lender for the Western Alliance Bank Lender Group:

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

Confidential 1.3 “Alliance Manager” has the meaning set forth in Section 2.4.