CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
to Establish Subcommittees. The JSC may, from time to time, establish one or more subcommittees to (i) resolve particular
matters appropriately within the authority of the JSC and delegated by the JSC to such subcommittee, and (ii) inform and support
decisions of the JSC. Except with respect to the Patent Subcommittee (the procedures for which are set forth in Section 5.2.6(ii)),
each subcommittee shall resolve any matters delegated to it by the JSC through consensus, and if the subcommittee is unable to
reach consensus shall refer such matter back to the JSC for resolution (and if any such matter is not resolved by the JSC, such
matter may be further escalated pursuant to Section 5.2.3). In the case of the Patent Subcommittee, if either Party refers
a matter to the JSC for resolution (and if any such matter is not resolved by the JSC, such matter may be further escalated pursuant
to Section 5.2.3). The provisions of Sections 5.2.1 and 5.2.2 shall apply to each subcommittee to the
same extent applicable to the JSC.
Subcommittee. Within thirty (30) days following the Effective Date, the JSC shall establish a subcommittee (the “Patent
Subcommittee”) to serve as a forum for discussion, review, and approval of all intellectual property matters related
to the Licensed Compounds and the Licensed Products (including the Parties’ publications regarding Licensed Compounds or
Licensed Products, which shall be in accordance with Section 9.7), the Prosecution, maintenance and defense of the ACI Patents
and Joint Patents and recommending strategies with respect to any of the foregoing. On an annual basis, no later than thirty (30)
days following the beginning of each Calendar Year, the Patent Subcommittee shall meet to discuss and establish (or amend) [*****].
The Patent Subcommittee shall consist of an equal number of representatives from each of the Parties, each with the requisite
experience and seniority to enable such person to make decisions on behalf of the Parties with respect to the issues falling within
the jurisdiction of the Patent Subcommittee. From time to time, each Party may substitute one or more of its representatives to
the Patent Subcommittee upon written notice to the other Party. The Patent Subcommittee shall meet either in person or via phone
conference at least once per Calendar Quarter or as frequently as the Parties may mutually agree. The Patent Subcommittee shall
attempt to reach consensus regarding all decisions that come before the Patent Subcommittee; [*****].
Materials. Subject to Article 9, each Party acknowledges and agrees that the other Party
may retain a copy of all materials, reports, Regulatory Documentation or other Information submitted to the JSC or any subcommittee
thereunder by such Party.