Day-to-Day Responsibility. Janssen (and Fate, if Fate exercises the U.S. Commercialization Option for any Profit Share Product) shall be responsible for day-to-day implementation of the Commercialization activities with respect to the Profit Share Products in the U.S. for which it is assigned responsibility under the U.S. Commercialization Plans or this Exhibit and shall have the right to make operational and administrative decisions with respect to how to implement such Commercialization activities, provided that such decisions shall not conflict with the U.S. Commercialization Plans or any decision of the USJCC or JSC with respect to such Commercialization activity. For example purposes only (and such example shall have no impact on the allocation of U.S. Commercialization responsibilities under [Section 5.1.3]), with respect to sales representatives, if a Party is responsible under the U.S. Commercialization Plan for providing ​ percent (​) of the sales representatives in the U.S. and the U.S. Commercialization Plan provides for a total of ​ sales representatives in the U.S., such Party shall be responsible for hiring, training, deploying and managing ​ sales representatives, but shall coordinate such efforts with the other Party.

With respect to Commercialization of each Profit Share Product in the U.S., Fate shall have the right to elect to perform: # up to ​ percent (​) of the customer-facing efforts in the U.S. for the Profit Share Product (including selling, account management, product support, and MSLs, but excluding any other Medical Affairs Activities); and # up to ​ percent (​) of home office functions in the U.S. for the Profit Share Product (including marketing, scientific communications, health economics research home office coordination role) and all other Commercialization activities for the Profit Share Product in the U.S., excluding, in each case ((x) and (y)), any efforts required to support activities Janssen has the exclusive responsibility to perform under [Section 5.1.5 or 5.1.6]6] of this Exhibit (the “U.S. Commercialization Option”). In accordance with the percentages above, the USJCC will allocate responsibility for specific Commercialization activities for the Profit Share Product in the U.S. between the Parties to minimize redundancies and duplications between the Parties’ respective responsibilities and resources in the U.S.