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

9745235_1.docx 5.3 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 with respect to each Party’s final decision making authority as set forth in [Section 3.3(f)] of the Research Agreement. For the avoidance of doubt, the exercise of such authority by Licensee shall in no way define, affect or diminish the diligence obligations of Licensee hereunder.