Effects of Termination of this Agreement. The following will apply in the event of # a termination of this Agreement in full or # in the event of a termination with respect to a Development Candidate or Product, on a Development Candidate-by-Development Candidate or Product-by-Product basis, with respect to such Development Candidate or Product but not any other Development Candidate or Product. For clarity, any termination of this Agreement with respect to a Product or Development Candidate will result in the termination of the applicable Collaboration Antigen.

The initial annual Base Rent payable by [[Tenant:Organization]] under this Lease shall be equal to seven and one-half percent (7.5%) times the lesser of (i) the actual amount of Total Development Costs (defined below) incurred in connection with the development of the Property, and (ii) the amount of Total Development Costs set forth in the Final Total Development Cost Budget plus any increase in Total Development Costs from the amount thereof set forth in the Final Total Development Cost Budget incurred as a result of [[Tenant:Organization]] Delays or Changes.

“Management Development and Compensation Committee” means the Management Development and Compensation Committee of the Board.

“Develop” or “Development” means to engage in research and development activities intended to research, discover or develop Compounds and/or to support INDs, NDAs or other Regulatory Approvals for Products, including, without limitation, # development of the applicable active drug substance(s), # toxicology, pre-clinical and clinical drug development activities, # clinical trials (except for Phase IV Studies), # assay/test method development, validation and stability testing, # formulation development, # manufacture of pre-clinical, clinical and commercial supplies, and manufacturing process development, scale-up and validation, # quality assurance/quality control, statistical analysis, and regulatory affairs (including without limitation the preparation, submission and maintenance of all INDs and NDAs for the Products), and # to have any of the activities described in (i)-(vii) performed.

reasonably necessary for [[Organization A:Organization]] to Conduct and complete such Development activities. In the event [[Organization A:Organization]] elects to take over Development activities under the RA Phase 3 Development Plan pursuant to [subsection (y)], [[Organization A:Organization]] shall assume all costs related to the RA Phase 3 Development Plan that [[Party:Organization]] has irrevocably committed to (as substantiated by written documentation) prior to the RA Election. For purposes of clarity, after [[Organization A:Organization]] proceeds with the In-Licensing in respect of SLE, but has not yet proceeded with Development for RA, [[Party:Organization]] shall have the right to continue Development pursuant to the RA Phase 3 Development Plan until all requirements of the RA Election have been fulfilled.

Investments in development or re-development projects to exceed fifteen percent (15%) of Total Asset Value;

oversee the conduct of all Research Plans, Early Clinical Development Plans and Late Clinical Development Plans;

“Development Milestone Fees” means the development milestone fees specified in Part 2 of the Fee Schedule.

Research, Development and Risk Management: Provide actuarial, marketing, research and development, and portfolio risk management support.

“Development Plan” means the development plan for the Compounds and Products attached hereto as [Exhibit A].