Nasdaq Corporate Governance. To the Company’s knowledge, the transactions contemplated under this letter agreement comply with all rules of Nasdaq.

Governance. The parties agree that this Agreement forms part of a collaborative effort between the parties to develop technologies and products pursuant to the rights licensed under this Agreement, including activities that may be performed under the Master Collaborative Research Agreement, the Master Research Services Agreement or any of the Consulting Agreements (the “Collaboration”). Accordingly, as of the A&R Effective Date, the parties desire to establish a joint steering committee (the “JSC”) to oversee the interactions between the parties with respect to such efforts and shall do so within ​ days after the A&R Effective Date. The JSC will have the following roles:

Governance. The Parties’ activities under this Agreement and the Research Agreement shall be overseen by the JSC, as further set forth in Article 3 of the Research Agreement. In the event that the Research Agreement is terminated or expires, the JSC will remain in place and continue to operate as set forth in the Research Agreement to the extent applicable to activities under this Agreement, including

Each of the Parties agrees that the Company shall be managed in accordance with the highest international business ethical standards and that no director of the Board, Senior Manager or other personnel of the Company will be permitted to engage in any act which violates applicable Law relating to corruption, bribery, fraudulent behavior or any other criminal activity.

Governance. The Parties will form a specific working group dedicated to the China Territory, which will coordinate transition activities with respect to the China Territory.

Nasdaq Corporate Governance. To the Company’s knowledge, the transactions contemplated under this letter agreement comply with all rules of Nasdaq.

Governance. The parties agree to maintain an executive steering committee for their collaboration under this Agreement (the “Governance Team”).

Governance Positions. The Parties will establish a governance structure for the provision of Services to the BFA Recipients in accordance with the governance procedures set forth in [Exhibit C] and will consult with one another with respect to the appointment of persons to the positions for internal face-off on day‑to-day matters. Each of Provider and the BFA Recipients, in its sole discretion, will make the final determination with respect to persons appointed on its behalf.

Governance Meetings. Every thirty-six (36) months, the members of the Governance Committee shall meet to review changes in Industry Standards and pricing trends. In reviewing pricing trends AssetMark agrees that the pricing model in Exhibit A was formulated by RUS to meet AssetMark’s request for a ten (10) year term. As such, the pricing in the beginning years were significantly reduced and the later years of the Term were adjusted to accommodate that request. If the parties agree to modify the pricing they must account for that model and agree on a commercially reasonable change that does not unfairly penalize RUS. In addition, in year seven (7) of the Term, the parties shall commence discussions on renewal of the Term

Governance Committee. As soon as practicable following the CCPS Agreement Effective Date, the Parties will establish a Joint Governance Committee, comprised of three (3) representatives of Bluebird and three (3) representatives of [[Celgene Corp:Organization]] (the “JGC”). Each Party may replace its representatives on the JGC or its Program Director at any time upon written notice to the other Party. With the consent of the other Party (such consent not to be unreasonably withheld, delayed or conditioned), each Party may invite non-voting employees and consultants to attend meetings of the JGC, subject to their agreement to be bound to the same extent as a permitted subcontractor under [Section 8.4].