Independent Development Costs. In general, each Party shall bear all Development Costs incurred by or on account of such Party in performing its own Independent Development Activities (the “Independent Development Costs”). After the completion of such Independent Development Activities, such Party shall provide the other Party (the “Non-Funding Party”) with a report of such Independent Development Costs. If a Non-Funding Party desires to submit any portion of the Data, or reference any portion of a Regulatory Filing, resulting from Independent Development Activities conducted by the other Party to support any Regulatory Approval in the Non-Funding Party’s territory, then such Non-Funding Party may notify the other Party in writing of such request at any time following the completion of such Independent Development Activities. Within ​ after its receipt of such notice, the Party having conducted such Independent Development Activities shall submit to the other Party a reasonably detailed invoice for, ​ of the Independent Development Costs incurred ​ in connection with the performance of such Independent Development Activities, with such invoiced amount representing the Non-Funding Party’s base share of Development Costs (​), had such Party originally opted in, plus ​, provided that in no event will either Party be required to pay, as a result of the application of such premium, more than ​ the costs actually incurred in conducting such Independent Development Activities. If the Non-Funding Party subsequently uses or references such Data, in whole or in part to support Regulatory Approval of the Product in the applicable Indication in its territory, then such Party shall notify the conducting Party in writing of such decision and pay the amount set forth in the invoice within ​ after its submission of a Regulatory Filing including or referencing such Data.

Independent Development Costs. In general, each Party shall bear all Development Costs incurred by or on account of such Party in performing its own Independent Development Activities (the “Independent Development Costs”). After the completion of such Independent Development Activities, such Party shall provide the other Party (the “Non-Funding Party”) with a report of such Independent Development Costs. If a Non-Funding Party desires to submit any portion of the Data, or reference any portion of a Regulatory Filing, resulting from Independent Development Activities conducted by the other Party to support any Regulatory Approval in the Non-Funding Party’s territory, then such Non-Funding Party may notify the other Party in writing of such request at any time following the completion of such Independent Development Activities. Within ​ after its receipt of such notice, the Party having conducted such Independent Development Activities shall submit to the other Party a reasonably detailed invoice for, ​ of the Independent Development Costs incurred ​ in connection with the performance of such Independent Development Activities, with such invoiced amount representing the Non-Funding Party’s base share of Development Costs (​), had such Party originally opted in, plus ​, provided that in no event will either Party be required to pay, as a result of the application of such premium, more than ​ the costs actually incurred in conducting such Independent Development Activities. If the Non-Funding Party subsequently uses or references such Data, in whole or in part to support Regulatory Approval of the Product in the applicable Indication in its territory, then such Party shall notify the conducting Party in writing of such decision and pay the amount set forth in the invoice within ​ after its submission of a Regulatory Filing including or referencing such Data.

Independent Development. It is understood that either party may be in discussions with other parties regarding matters and possible business relationships that may be similar to those discussed pursuant to this Agreement. Nothing in this Agreement shall prohibit or limit either party from undertaking independent operations or developments similar to those undertaken by the other party or from discussing with third parties matters and possible business relationships which may be similar to those discussed pursuant to this Agreement, so long as such undertakings and discussions do not violate the terms hereof.

Independent Development. Unless expressly specified otherwise in a Schedule as contemplated in Section 3.1(b), nothing in this Agreement will be construed as restricting either Party’s ability to acquire, license, develop, manufacture or distribute for itself, or have others acquire, license, develop, manufacture or distribute for such Party, similar technology performing the same or similar functions as the technology contemplated by this Agreement, or to market and distribute such similar technology in addition to, or in lieu of, the technology contemplated by this Agreement, provided, however, that such activities of such Party comply with all provisions herein.

Independent Development. Subject to the licenses and obligations of exclusivity granted hereunder, nothing in this Agreement shall be construed as limiting either Lilly’s or [[Merus:Organization]]’s right to research, develop, improve and in-license technology, including technology related to the Lilly Background Know-How (in the case of Lilly) or [[Merus:Organization]] Background Know-How (in the case of [[Merus:Organization]]), outside the scope of this Agreement in its ordinary course of business.

Independent Development Costs. The Party conducting Independent Development Activities pursuant to Section 4.3 shall be solely responsible for all Independent Development Costs as provided in Section 8.2(b).

Independent Development Activities. The CGB shall amend the Development Plan to include any Additional Development Activities in the Rare Diseases indications that are Independent Development Activities, and thereafter the Proposing Party may conduct such Independent Development Activities, provided that: # the Proposing Party shall have the right to make the final decision in the event of any dispute regarding the conduct of the Independent Development Activities, except to the extent that, where the Proposing Party is Licensee, Ovid reasonably believes that Licensee’s exercise of such right would adversely impact Ovid’s Development and Commercialization of Products outside the Licensee Territory, # the

Independent Development Activities. The CGB shall amend the Development Plan to include any Additional Development Activities in the Rare Diseases indications that are Independent Development Activities, and thereafter the Proposing Party may conduct such Independent Development Activities, provided that: # the Proposing Party shall have the right to make the final decision in the event of any dispute regarding the conduct of the Independent Development Activities, except to the extent that, where the Proposing Party is Licensee, Ovid reasonably believes that Licensee’s exercise of such right would adversely impact Ovid’s Development and Commercialization of Products outside the Licensee Territory, # the Proposing Party shall have the right to make the final decision in the event of any dispute regarding the conduct of the Independent Development Activities, except to the extent that, where the Proposing Party is Ovid, Licensee reasonably believes that Ovid’s exercise of such right would adversely impact Licensee’s Development and Commercialization of Products in the Licensee Territory, # to the extent applicable to the Licensee Territory, Independent Development Activities shall be conducted in accordance with the amended Development Plan, # the Certain identified information marked with ​ has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

Independent Development Costs. The Party conducting Independent Development Activities pursuant to Section 4.3 shall be solely responsible for all Independent Development Costs as provided in Section 8.2(b).

Independent Development Activities. If the JSC fails to approve for inclusion in the Global Development Plan the Proposed Additional Development proposed by either Party (or any modified version thereof), then the proposing Party will have the right, subject to [Section 3.5.2] (Material Adverse Development), upon written notice to the other Party, to conduct such Additional Development Activities set forth in the Additional Development Proposal at its own cost and expense. The proposing Party will conduct such Additional Development Activities in accordance with the applicable Additional Development Proposal (including the budget therein) previously provided to the JDC and JSC that the JSC declined to approve. No Development activities included in an Additional Development Proposal may be included in or contemplated by the Global Development Plan if not approved by the JSC. Each applicable Party undertaking any such Additional Development Activities will keep the JDC reasonably informed of any progress and results of activities for such Additional Development Activities undertaken by it or on its behalf, including any and all Data and intellectual property arising from such activities, through its employees on the JDC and the Patent Liaisons, as applicable, at each regularly scheduled meeting thereof.