Development Activities. Except for any specific responsibilities allocated to Viela as set forth in this Agreement and the Development Plan or responsibilities relating to the Global Study, MTPC will be responsible for all aspects of Development of Products in the Territory, including conducting all Clinical Trials for Products in the Territory other than any Global Study. MTPC shall use Commercially Reasonable Efforts to implement, conduct and complete the Development activities under the Development Plan, and, to the extent the Development Plan contemplates activities by Viela, to cooperate with and provide reasonable support to Viela in Viela’s conduct of activities under the Development Plan. Both Parties will undertake the Development activities in accordance with all Applicable Laws, GCP, GLP and GMP.

Additional Activities. I agree that during the term of my employment by Company, I will not, without Company’s express written consent, engage in any employment or business activity that is competitive with, or would otherwise conflict with my employment by, Company.

Development Activities. If this Agreement is terminated for any reason, then: # notwithstanding anything to the contrary herein, Acer will have the sole right to continue Development and Commercialization; and # Relief will wind-down any of its ongoing Development and Commercialization activities in an orderly fashion, except as otherwise agreed to in any agreement entered into between the Parties.

Conduct of Additional Development Activities. In general, except as the Parties may agree in an amendment to the Development Plan, including to allocate specific activities to Licensee in the Licensee Territory, # Ovid shall be the lead Party responsible for conducting Additional Development Activities that relate to both the Ovid Territory and the Licensee Territory, provided that such activities shall be subject to the oversight of the CGB to the extent such activities impact the Licensee Territory, and # Licensee shall be the lead Party responsible for conducting Additional Development Activities that relate to the Licensee Territory and not the Ovid Territory.

Costs. If the Parties jointly agree to conduct Additional Development Activities, such Additional Development Activities shall be included in the Development Plan and conducted as Joint Development Activities, subject to the allocation of responsibility for leading such activities set forth in Section 4.3(c), and the costs of such Joint Development Activities shall be shared as further set forth in Section 8.2(a). Notwithstanding the foregoing, for Additional Development Activities that would otherwise be Joint Development Activities (if the Parties agreed to conduct such activities together), the Reviewing Party may elect, at its discretion, and by written notice delivered to the Proposing Party within ​ following the receipt of the Proposal, to opt out of funding its share of the Development Costs for such Additional Development Activities. Upon such an election, such Additional Development Activities shall be deemed the “Independent Development Activities” of the Proposing Party and the Proposing Party may pursue such work subject to the remainder of this Section 4.3, and the Development Costs with respect thereto shall be Independent Development Costs subject to Section 8.2(b).

Subject to EISAI’s sole right and responsibility to conduct [[Address B:Address]]-Specific Development Activities as set forth in Section 2.2.2, [[EPIZYME:Organization]] shall have the sole right and responsibility for all global Development activities for Licensed Products following the Restatement Date. [[EPIZYME:Organization]] shall use Commercially Reasonable Efforts to conduct all such global Development activities in accordance with the Global Development Plan.

Costs. If the Parties jointly agree to conduct Additional Development Activities, such Additional Development Activities shall be included in the Development Plan and conducted as Joint Development Activities, subject to the allocation of responsibility for leading such activities set forth in Section 4.3(c), and the costs of such Joint Development Activities shall be shared as further set forth in Section 8.2(a). Notwithstanding the foregoing, for Additional Development Activities that would otherwise be Joint Development Activities (if the Parties agreed to conduct such activities together), the Reviewing Party may elect, at its discretion, and by written notice delivered to the Proposing Party within ​ following the receipt of the Proposal, to opt out of funding its share of the Development Costs for such Additional Development Activities. Upon such an election, such Additional Development Activities shall be deemed the “Independent Development Activities” of the Proposing Party and the Proposing Party may pursue such work subject to the remainder of this Section 4.3, and the Development Costs with respect thereto shall be Independent Development Costs subject to Section 8.2(b).

Independent Development Activities. If the JSC fails to approve for inclusion in the Global Development Plan the Proposed Additional Development proposed by either Party (or any modified version thereof), then the proposing Party will have the right, subject to [Section 3.5.2] (Material Adverse Development), upon written notice to the other Party, to conduct such Additional Development Activities set forth in the Additional Development Proposal at its own cost and expense. The proposing Party will conduct such Additional Development Activities in accordance with the applicable Additional Development Proposal (including the budget therein) previously provided to the JDC and JSC that the JSC declined to approve. No Development activities included in an Additional Development Proposal may be included in or contemplated by the Global Development Plan if not approved by the JSC. Each applicable Party undertaking any such Additional Development Activities will keep the JDC reasonably informed of any progress and results of activities for such Additional Development Activities undertaken by it or on its behalf, including any and all Data and intellectual property arising from such activities, through its employees on the JDC and the Patent Liaisons, as applicable, at each regularly scheduled meeting thereof.

Conduct of Additional Development Activities. In general, except as the Parties may agree in an amendment to the Development Plan, including to allocate specific activities to Licensee in the Licensee Territory, # Ovid shall be the lead Party responsible for conducting Additional Development Activities that relate to both the Ovid Territory and the Licensee Territory, provided that such activities shall be subject to the oversight of the CGB to the extent such activities impact the Licensee Territory, and # Licensee shall be the lead Party responsible for conducting Additional Development Activities that relate to the Licensee Territory and not the Ovid Territory.

Conduct of Research Activities. LogicBio will conduct the activities allocated to LogicBio under the Pompe and Fabry Research Plan in accordance with the terms thereof and within the timelines set forth therein.