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. 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 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.

Subject to EISAI’s sole right and responsibility to conduct [[Address B:Address]]-Specific Development Activities as set forth in Section 2.2.2, [[EPIZYME:Organization]] shall have the sole right and responsibility for all global Development activities for Licensed Products following the Restatement Date. [[EPIZYME:Organization]] shall use Commercially Reasonable Efforts to conduct all such global Development activities in accordance with the Global Development Plan.

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 Activities. The Joint Development & Commercialization Agreement will include a mechanism for each Party to propose additional Clinical Trials for inclusion in the Global Development Plan. If the other Party does not agree to include such additional Clinical Trial in the Global Development Plan, the requesting Party may conduct such Clinical Trial at its sole expense (i.e. such expenses will not be included as Development Costs); provided that neither Party may conduct any Clinical Trial that the other Party in good faith reasonably believes will have a material adverse effect on the Development and Commercialization of the Product in the Field in the Territory. The non-requesting Party will have the right to elect by written notice to use the Clinical Trial data, provided the non-requesting Party will not have the right to use the data resulting from such Clinical Trial in a substantive manner as the basis for obtaining new or expanded Regulatory Approval for a Product in the Field or for commercial purposes for a Product in the Field unless and until such Party reimburses the requesting Party for 75% of the Development Costs.

Development Activities. Except for any specific responsibilities allocated to Viela as set forth in this Agreement and the Development Plan or responsibilities relating to the Global Study, MTPC will be responsible for all aspects of Development of Products in the Territory, including conducting all Clinical Trials for Products in the Territory other than any Global Study. MTPC shall use Commercially Reasonable Efforts to implement, conduct and complete the Development activities under the Development Plan, and, to the extent the Development Plan contemplates activities by Viela, to cooperate with and provide reasonable support to Viela in Viela’s conduct of activities under the Development Plan. Both Parties will undertake the Development activities in accordance with all Applicable Laws, GCP, GLP and GMP.

Development Activities. If this Agreement is terminated for any reason, then: # notwithstanding anything to the contrary herein, Acer will have the sole right to continue Development and Commercialization; and # Relief will wind-down any of its ongoing Development and Commercialization activities in an orderly fashion, except as otherwise agreed to in any agreement entered into between the Parties.

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. 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.