Composition of the JSC. The Research Plan will be conducted under the direction of the JSC, which will consist of up to ​ representatives of Fulcrum and up to ​

Composition of the JSC. The Research Plan will be conducted under the direction of the JSC, which will consist of up to ​ representatives of Fulcrum and up to ​ representatives of Acceleron. Each Party will appoint its respective representatives to the JSC from time to time, and may substitute one or more of its representatives, in its sole discretion, effective upon notice to the other Party of such change. Each Party will have at least one (1) JSC representative who is a senior employee, and all JSC representatives will be employees of the relevant Party and have appropriate expertise and ongoing familiarity with the Research Plan. Additional non-voting representatives or consultants may from time to time, by mutual consent of the Parties, be invited to attend JSC meetings, subject to all representatives (including the designated voting representatives) and consultants entering into binding, written confidentiality obligations (which may have been executed prior to the Effective Date) that require such representatives and consultants to comply with the requirements of [Article 11] (Confidentiality). Each Party will bear its own expenses relating to attendance at JSC meetings by its representatives.

JSC Formation; Composition. If Janssen exercises any Commercial Option in accordance with Section 4.3, the Parties shall establish a joint steering committee (the “JSC”) to discuss and communicate regarding Janssen’s global clinical Development and Commercialization of Licensed Products. The Parties shall use ​ Efforts to establish the JSC within ​ days after Janssen’s first exercise of the Commercial Option with respect to any Collaboration Candidate. The JSC shall be composed of at least three (3) senior executives from each Party. Each Party may change its JSC representatives from time to time in its sole discretion, effective upon written notice to the other Party of such change.

Composition of the Committee. Except as otherwise determined by the Board, the Committee shall consist of two or more Directors appointed to such committee from time to time by the Board. To the extent deemed necessary or appropriate by the Board, the Committee shall consist solely of at least two Directors who are Non-Employee Directors and are “independent directors” under any applicable exchange requirements. The Board shall have discretion to determine whether or not it intends to comply with the exemption requirements of Rule 16b-3; however, if the Board intends to satisfy such exemption requirements, with respect to any insider subject to Section 16 of the Exchange Act, the Committee shall be a compensation committee of the Board that at all times consists solely of two or more Non-Employee Directors. Nothing herein shall create an inference that an Award is not validly granted under the Plan in the event Awards are granted under the Plan by a committee of the Board that does not at all times consist solely of two or more Non-Employee Directors.

Members of the JSC. Each of Licensee and CSMC shall initially appoint three (3) representatives to the JSC, each of whom will be an officer or employee of the applicable party having sufficient seniority within such party to make decisions arising within the scope of the JSC’s responsibilities. The JSC may change its size from time to time by mutual consent of its members, and each party may replace its representatives at any time upon written notice to the other party; provided, that each party shall ensure that at all time during the existence of the JSC, its representatives on the JSC are appropriate in terms of expertise and seniority. The JSC shall have a chairperson, who shall be selected by Licensee. The role of the chairperson shall be to convene and preside at the meeting of the JSC and to ensure the preparation of meeting minutes, but the chairperson shall have no additional powers or rights beyond those held by other JSC representatives. For clarity, each party’s representatives shall comply with the obligations of confidentiality set forth in Section 10 of this Agreement.

Responsibilities of the JSC. The JSC shall perform the following functions:

Term of the JSC. The JSC shall meet in accordance with [Section 7.6.2] (Meetings) for the Term.

The JSC shall have the responsibility and authority to:

Responsibilities of the JSC. The JSC provides strategic direction and operational oversight to the Alliance, evaluates performance, recommends corrective action and shall act as the point of escalation for issues that cannot be resolved at subcommittee or sub-team levels. Within [​] days of the execution of the agreement, the JSC shall jointly establish a charter (the “JSC Charter”) that details specific responsibilities and such JSC Charter will be updated annually to ensure it is focusing on key activities and contractual obligations. Initial considerations for the JSC Charter include:

Termination of the JSC. The JSC shall continue to exist until the latter of: # the [​]; or # [​]