30 Article 3 JOINT DEVELOPMENT

Members of the JSC. Each of Licensee and CSMC shall initially appoint three (3) representatives to the JSC, each of whom will be an officer or employee of the applicable party having sufficient seniority within such party to make decisions arising within the scope of the JSC’s responsibilities. The JSC may change its size from time to time by mutual consent of its members, and each party may replace its representatives at any time upon written notice to the other party; provided, that each party shall ensure that at all time during the existence of the JSC, its representatives on the JSC are appropriate in terms of expertise and seniority. The JSC shall have a chairperson, who shall be selected by Licensee. The role of the chairperson shall be to convene and preside at the meeting of the JSC and to ensure the preparation of meeting minutes, but the chairperson shall have no additional powers or rights beyond those held by other JSC representatives. For clarity, each party’s representatives shall comply with the obligations of confidentiality set forth in Section 10 of this Agreement.

Term of the JSC. The JSC shall meet in accordance with [Section 7.6.2] (Meetings) for the Term.

Composition of the JSC. The Research Plan will be conducted under the direction of the JSC, which will consist of up to ​ representatives of Fulcrum and up to ​

Termination of the JSC. The JSC shall continue to exist until the latter of: # the [​]; or # [​]

Discontinuation of the JSC. The activities to be performed by the JSC shall solely relate to governance under this Agreement, and are not intended to be or involve the delivery of services. The JSC shall continue to exist until the first to occur of: # the Parties mutually agree to disband the JSC; or # [[Aravive:Organization]] provides ​ prior written notice to [[3D Medicines:Organization]] of its intention to disband and no longer participate in the JSC. Thereafter, the JSC shall have no further obligations under this Agreement and each Party shall designate a contact person for the exchange of information relevant to activities that would have been performed by the JSC under this Agreement and decisions of the JSC shall be decisions as between the Parties, subject to the other terms and conditions of this Agreement.

Composition of the JSC. The Research Plan will be conducted under the direction of the JSC, which will consist of up to ​ representatives of Fulcrum and up to ​ representatives of Acceleron. Each Party will appoint its respective representatives to the JSC from time to time, and may substitute one or more of its representatives, in its sole discretion, effective upon notice to the other Party of such change. Each Party will have at least one (1) JSC representative who is a senior employee, and all JSC representatives will be employees of the relevant Party and have appropriate expertise and ongoing familiarity with the Research Plan. Additional non-voting representatives or consultants may from time to time, by mutual consent of the Parties, be invited to attend JSC meetings, subject to all representatives (including the designated voting representatives) and consultants entering into binding, written confidentiality obligations (which may have been executed prior to the Effective Date) that require such representatives and consultants to comply with the requirements of [Article 11] (Confidentiality). Each Party will bear its own expenses relating to attendance at JSC meetings by its representatives.

Discontinuation of the JSC. The activities to be performed by the JSC shall solely relate to governance under this Agreement, and are not intended to be or involve the delivery of services. The JSC shall continue to exist until the first to occur of: # the date when the Parties mutually agree to disband the JSC, and # the date when either Party provides written notice to the other Party of its intention to disband and no longer participate in the JSC. Once the Parties mutually agree or either Party has provided the other Party with such written notice to disband the JSC, the JSC shall have no further obligations under this Agreement; provided, however, that the Parties may re-establish the new JSC after the disbandment of the former one upon the request of either Party. After the disbandment of the JSC, each Party shall designate a contact person for the exchange of information under this Agreement or such exchange of information shall be made through the Liaison, and decisions of the JSC shall be decisions as between the Parties, subject to the other terms and conditions of this Agreement. In the event the JSC is disbanded as provided above, any decisions that are designated under this Agreement as being subject to the review, discussion or decision-making of the JSC shall be subject to the review, discussion or decision-making of the Parties directly.

Duration of the JSC. The JSC will disband upon the completion or earlier termination of both the Research Program and Initial Development Program.

Within the JSC. All decisions within the JSC will be made by consensus. If the JSC is unable to reach consensus on any issue for which it is responsible within ​ days after a Party affirmatively states that a decision needs to be made, then either Party may elect, by written notice to the other Party, to submit such issue to the Parties’ Executive Officers, in accordance with Section 3.3(b) (Referral to Executive Officers).