JDC Meetings. The JDC will hold its first meeting within ​ days of establishment of the JDC pursuant to Section 3.1 (Joint Development Committee). At this first meeting, the JDC will address the initial transfer of Licensed Know-How provided for in Section 2.5 (Initial Transfer of Know-How) and any other topics the Parties deem appropriate. Thereafter, the JDC shall hold meetings at such times as it elects to do so, but in no event shall such meetings be held less frequently than ​ per Calendar Year. Meetings may be held in person, or by audio or video teleconference; provided, that unless otherwise agreed by NPLH and Everest, at least ​ meeting per year shall be held in person, and all in-person JDC meetings shall be held at locations mutually agreed upon by NPLH and Everest. Each Party shall be responsible for all of its own expenses of participating in JDC meetings.

“Joint Development Committee” or “JDC” has the meaning set forth in [Section 7.2.1] (Establishment of the JDC).

Establishment of the JDC. No later than ​ after the Effective Date, the Parties shall establish a joint development committee (the “Joint Development Committee” or “JDC”) to oversee the conduct of, and coordinate the Parties’ activities with respect to the Development of Licensed Antibodies and Licensed Products under this Agreement (the “Development Program”), and coordinate on the execution of the Global Development Plan (in accordance with the Global Development Budget).

Discontinuation of the JDC. The activities to be performed by the JDC shall solely relate to governance under this Agreement, and are not intended to be or involve the delivery of services. The JDC shall continue to exist until the first to occur of: # the Parties mutually agree to disband the JDC; or # [[GlycoMimetics:Organization]] provides written notice to Apollomics of its intention to disband and no longer participate in the JDC. Thereafter, the JDC shall have no further obligations under this Agreement and, thereafter, each Party shall designate a contact person for the exchange of information relevant to the JDC under this Agreement. The former decisions handled by the JDC shall be decisions of # Apollomics with respect to the Development or Commercialization of Licensed Products in the Field in the Apollomics Territory to the extent such Development and Commercialization activities solely arise within the Apollomics Territory and solely impact the Development, Commercialization, and Manufacture of Licensed Products in the Apollomics Territory; and # [[GlycoMimetics:Organization]] with respect to all other matters not allocated to Apollomics in this Section 3.5(a), including any decisions that would reasonably be expected individually or in the aggregate to have an Adverse Risk or that relate to any global study worldwide.

Establishment of the JDC. In accordance with Section 2.3.3 (Subcommittee and Working Group Formation and Guidance), the Parties will establish a separate committee to review and oversee the Development of the Licensed Product(s) in the Zai Lab Territory and to coordinate the Parties’ activities under this Agreement with respect to the Development of all of such Licensed Product(s) (such committee, the “Joint Development Committee” or “JDC”). Within ​ days after the Effective Date, each Party will appoint ​ representatives to the JDC, each of which will have sufficient seniority and relevant expertise to make decisions within the scope of the JDC’s responsibilities. The JDC may change its size from time to time by ​; provided that the JDC will consist at all times of ​. Each Party may at any time replace any one or more of its JDC representatives upon written notice to the other Party. A member of the JDC may also be a member of the JSC or any other committee or working group established by the JSC if so desired by the Party who appoints such member(s).

JDC. For each Co-Funded Product, the Parties shall establish and maintain a JDC in accordance with [Section 5.4] below, which shall be responsible for establishing the plan and budget for the development of each Development Candidate (each, a “Co-Development Plan and Budget”) and overseeing the implementation of such plan. Such Co-Development Plan and Budget shall be comprehensive and shall fully describe at least the { * } = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Responsibilities of the JDC. The JDC shall perform the following functions for the Development Program:

JDC Members. NPLH’s initial JDC representatives will be ​ and Everest’s initial JDC representatives will be ​. The chairmanship for each meeting shall rotate between NPLH and Everest, with one of each Party’s JDC representatives acting as chairperson of the JDC on a rotating basis. Each Party may replace its JDC representatives on written notice to the other Party, but each Party shall strive to maintain continuity. The JDC members shall jointly prepare and circulate the meeting agenda at least ​ Business Days in advance of each meeting, and shall also promptly, but in no event later than ​ days after such meeting, prepare and circulate for review and approval of the Parties the minutes of such meeting.

Term of the JDC. The JDC for the Development Program shall meet in accordance with [Section 7.6.2] (Meetings) for so long as GSK and ITEOS are sharing Development Costs under the Global Development Plan. Following the Cost Share End Date, any ​, and any responsibilities of the ​.

JDC Responsibilities. Each JDC will be responsible for the following items as they relate to the Licensed Molecule and the Licensed Product(s) in the Zai Lab Territory: