Lender Credit Decision. Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Arrangers, the Administrative Agent or any other Lender and based on the financial statements prepared by the Company and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Arrangers, the Administrative Agent or any other Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Company and its Affiliates) as it shall from time to time deem appropriate, continue to make its own credit decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a lender or assign or otherwise transfer its rights, interests and obligations hereunder.

Research Decision-Making. Except as otherwise expressly provided in this Agreement, all matters regarding the Research Program will be decided by unanimous agreement by the JDC, other than the selection of the Research Candidates, which will be selected by the JSC in accordance with [Section 2.4].

Development Decision-Making. Except as otherwise expressly provided in this Agreement, all matters regarding the Early Clinical Development Program and the Late Clinical Development Program will be decided by unanimous agreement by the JDC.

Notice of Decision. If the Administrator denies part or all of the claim, the Administrator shall notify the Claimant in writing of such denial. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth: # the specific reasons for the denial; # a reference to the specific provisions of this Agreement on which the denial is based; # a description of any additional information or material necessary for the Claimant to perfect the claim and an explanation of why it is needed; # an explanation of this Agreement’s review procedures and the time limits applicable to such procedures; and # a statement of the Claimant’s right to bring a civil action under ERISA [Section 502(a)] following an adverse benefit determination on review.

Decision to Purchase. Each decision of [[Organization C:Organization]] whether to purchase any Participation Interest in any Mortgage Loan from [[Organization B:Organization]] hereunder shall be made by [[Organization C:Organization]] in its sole and absolute discretion. [[Organization C:Organization]] shall be under no obligation hereunder to purchase any Participation Interest in any Mortgage Loan nor shall [[Organization C:Organization]] have any obligation hereunder to purchase any minimum amount of Participation Interests in Mortgage Loans. In each instance where a Request is submitted to [[Organization C:Organization]], [[Organization C:Organization]] will make an independent decision whether to purchase a Participation Interest in any Mortgage Loan contemplated by the Request. [[Organization C:Organization]] may decline to purchase any Participation Interest in any Mortgage Loan for any reason or for no reason whatsoever and shall provide [[Organization B:Organization]] with notice of its decision not to purchase a Participation Interest within one Business Day of receipt of the Request from [[Organization B:Organization]]. The election of [[Organization C:Organization]] to purchase a Participation Interest in any Mortgage Loan shall be evidenced by the making of an Advance by [[Organization C:Organization]] for the payment of the Purchase Price related thereto. If [[Organization C:Organization]] elects to purchase a Participation Interest in an amount other than the Standard Percentage, it shall provide [[Organization B:Organization]] with notice of its decision within one Business Day of receipt of the Request from [[Organization B:Organization]].

“Regulatory Approval” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Body, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Body, and with respect to such consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Body, it shall not have been withdrawn, terminated, lapsed, expired or is otherwise no longer effective;

) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to:

Final Decision. The Administrator’s review will take into account all comments, documents, records, and other information submitted, without regard to whether such information was submitted or considered in the initial benefit determination. The Administrator will render a decision within 60 days after receipt of written request for review, unless the Administrator determines that special circumstances require an extension of time for processing the claim, in which case the Administrator will provide the Participant with written notice of the extension before the expiration of the initial 60-day period. The notice will indicate the special circumstances requiring an extension of time and the date by which the Administrator expects to render a decision. The extension will not exceed 120 days from receipt of a request for review by the Administrator.

Section # The Committee shall render a final decision within sixty (60) days of receipt of such request for review, unless special circumstances require an extension of time for processing, in which case a decision will be rendered as soon as possible. The Committee shall deliver or cause to be delivered to such individual a written notice of the decision on the appeal, indicating the specific reasons for the decision as well as specific references to the Plan provisions on which the decision is based.

SECTION # Appeal of Denial. A Claimant whose claim is denied by the Plan Administrator and who wishes to appeal such denial must request a review of the Plan Administrator’s decision by filing a written request with the Appeal Reviewer for such review within 60 days after such claim is denied. Such written request for review shall contain all relevant comments, documents, records and additional information that the Claimant wishes the Appeal Reviewer to consider, without regard to whether such information was submitted or considered in the initial review of the claim by the Plan Administrator. In connection with that review, the Claimant may examine, and receive free of charge, copies of pertinent Plan documents and submit such written comments as may be appropriate. Written notice of the decision on review shall be furnished to the Claimant within 60 days after receipt by the Appeal Reviewer of a request for review. In the event of special circumstances which require an extension of the time needed for processing, the response period can be extended for an additional 60 days, as long as the Claimant receives an Extension Notice. If the Appeal Reviewer denies the claim on review, notice of the Appeal Reviewer’s decision shall include # the specific reasons for the adverse determination, # references to applicable Plan provisions, # a statement that the Claimant is entitled to receive, free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim and # a statement of the Claimant’s right to bring an action under [Section 502(a)] of ERISA following an adverse benefit determination on a review and a description of the applicable limitations period under the Plan. The Claimant shall be notified no later than five days after a decision is made with respect to the appeal.