Common use of Material Breach Clause in Contracts

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union.

Material Breach. If either party believes that the other party has materially breached its obligations hereunder, then the non-breaching party ("Accuser") shall give notice ("Breach Notice") to the breaching party ("Accused"), setting forth in detail the basis for the belief ("Accusation") and indicating that the Accused must cure said breach within 30 days ("Cure Period"). (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this AgreementAccused, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breachdenies the Accusation, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, then the Notice Accused shall give notice within the Cure Period shall not commence prior to the conclusion Accuser demanding an arbitration of such good faith discussions whether there has been a material breach of this Agreement. Such arbitration shall be conducted in accordance with Section 11.7 hereof and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 parties agree, in good faith, to commence the arbitration within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution 60 days of the dispute through such dispute resolution procedure, Breach Notice and if participate in the dispute arbitration in a "time is finally resolved against the Party allegedly in material breach, any remainder essence of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesarbitration" basis. (b) Notwithstanding Section 12.2.1(aIf the Accused agrees with the Breach Notice and cures the Material Breach within the Cure Period, no further action will be required by either party. (c) If the Accused agrees with the Breach Notice, but the breach is not curable within the Cure Period and the Accused is making diligent efforts to cure the breach during the Cure Period ("Good Faith Cure Efforts"), if any uncured the parties shall continue to operate under the terms and conditions of this Agreement. If after the exercise of such Good Faith Cure Efforts, the Accused shall be unable to cure the breach within 60 days from the Breach Notice, the Accuser shall, in good faith, extend the time in which to cure the breach, upon request of the Accused. In the event the Accuser does not extend the time in which to cure the breach, the Accused shall be entitled to arbitrate pursuant to Section 11.7 whether the Accused is entitled to an extension in order to cure the breach. (d) It is the intent of the parties that in the event of a material breach by AbbVie of any of its material obligations under Section 5.2 orhereunder, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in Accused shall the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right opportunity to a full determination of whether there was a material breach, before this Agreement terminates. If as a result of arbitration, there is a finding ("Finding") of a material breach, the Accuser shall be entitled to terminate this Agreement in its entirety, but and the applicable section of Article 9 shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Uniongovern.

Material Breach. (a) If Subject to the last sentence of Section 3.1.2, if either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of one (1) or more of its obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it is in material breach of one (1) or more of its obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within […***…] after receipt of the Default Notice, or if such compliance cannot be fully achieved within such […***…] period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if Party. If the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination Disputes that it is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder breach of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or moreof its obligations under this Agreement, but not allthe Dispute shall be resolved pursuant to Section 13.8. If, as a result of the countries application of such dispute resolution procedures, the Breaching Party is determined to be in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to of one (1) or more Included Target(s) in any Major European Marketof its obligations under this Agreement (an “Adverse Ruling”), Morphic then if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such breach within […***…] after such ruling, or if such compliance cannot be fully achieved within such […***…] period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, then the Non-Breaching Party may terminate this Agreement with respect upon written notice to such Included Target(s) in all countries of the European UnionBreaching Party.

Material Breach. (a) If either Either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition may suspend a license to any other right and remedy a particular Licensed Xxxx upon written notice to the other Party (the “Non-Breaching Party”) may have, the Non-Breaching that such other Party may terminate is in material breach of this Agreement by providing [***] (with respect to use of such Licensed Xxxx. Such suspension shall automatically take effect if the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching other Party and specifying does not cure the breach and its claim within thirty (30) days of right to terminatesuch notice; provided, that (i) the termination shall not become effective at the end of the Notice Period licensor Party may terminate such license if the Breaching other Party cures has not used all commercially reasonable efforts to promptly cure such breach during such period. Such suspension shall remain in effect until the licensor Party acknowledges that the breach specified in has been cured to its reasonable satisfaction, such acknowledgement not to be unreasonably withheld. In no event shall such suspension or termination apply to the Termination Notice during the Notice Period (oruse of Licensed Marks by a licensee where such use is required by any applicable Laws, other than with respect subject to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions Party’s continued efforts to cure such breach within and cooperate with such other Party in connection therewith. Notwithstanding the Notice Period and thereafter diligently continues such actions)foregoing, (ii) in the event there is a Dispute with respect to any alleged whether the licensee Party is in a material breach by AbbVie of its diligence obligations set forth in Section 5.2 this Agreement or Section 5.7.2, Morphic shall first provide written notice thereof failed to AbbVie and the Parties shall meet within [***] after delivery of timely cure such notice to AbbVie to discuss in good faith such alleged a breach, which discussions must be concluded before Morphic the licensor Party may issue any Termination Notice with respect to such alleged breach (for clarity, not suspend or terminate the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure license under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled Agreement until after the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly Dispute in material breach, any remainder favor of the applicable cure period shall commence upon such final resolution. It is understood that termination licensor Party pursuant to this Article XI, provided that, the foregoing shall not prelude the licensor Party from pursuing its rights under Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages11.5. (b) Notwithstanding Section 12.2.1(a)With respect to the licenses granted in Article V, if MetLife may terminate any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is license with respect to (i) one (1) or moreMetLife Other IP, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to and Brighthouse may terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely any license with respect to Brighthouse Other IP, if the country(ies) or Included Targets for which such material other Party does not cure a breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate of this Agreement with respect to such Included Target(sIntellectual Property, respectively within thirty (30) in all countries days of written notice to such Party; provided that if Brighthouse terminates any license to Brighthouse Other IP hereunder, then MetLife and its Affiliates shall be relieved of its obligations under any Transaction Document, if any, solely to the European Unionextent that such obligation is dependent upon a license to such Brighthouse Other IP to which the license is being terminated.

Material Breach. (a) If In the event that either Party (the “Breaching Party”) materially breaches any commits a material breach of its material representations, warranties or obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement (a) on a Licensed Target by Licensed Target and country by country basis, to the extent that such material breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies) or (b) in its entirety only if such material breach fundamentally frustrates the objectives or transactions contemplated by this Agreement taken as a whole. If a Party elects to exercise such right to terminate, it shall do so by providing [written notice of the alleged breach (the "Notice of Breach") to the breaching Party. If such material breach pertains to the payment of undisputed amounts payable under this Agreement and remains uncured for *** after the breaching Party's receipt of such Notice of Breach or, if such material breach pertains to another material breach (other than for non-payment) and remains uncured for *** after the breaching Party's receipt of such Notice of Breach, then the non-breaching Party may terminate this Agreement, as and to the extent permitted in (a) or (b) above, on *** notice by giving a written notice of termination ("Notice of Termination") to the breaching Party; provided, however, that if such breach (other than for non-payment) is not susceptible to cure within the initial *** period and the breaching Party uses continuous, diligent, good faith efforts to cure such breach, it shall document such efforts by written notice to the non-breaching Party on or before the end of such *** period, and the stated cure period will be extended by an additional ***] . This Agreement shall be deemed terminated (the “Notice Period”) prior written notice (the “Termination Notice”) as and to the Breaching extent permitted in (a) or (b) above) *** after the breaching Party's receipt of such Notice of Termination, unless the breaching Party has fully cured the breach prior to the expiration of such *** period. In the event that Trubion is the breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions fails to cure any such material breach within the Notice Period and thereafter diligently continues such actions), (iiapplicable time period(s) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2above, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet Wyeth, within [***] * after delivery the expiration of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth for such breach, may elect, in lieu of terminating this Agreement, by written notice to Trubion (a "Notice of Modification"), to modify the terms of this Agreement, as (and only to the extent) provided in Section 12.2.1(a9.8, on a Licensed Target-by-Licensed Target and country-by-country basis (but only to the extent such material breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies)), in which event, Wyeth shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant deemed to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of have waived its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement under this Section 9.5 with respect to such Licensed Target(s) in its entirety, but shall have the right to terminate this Agreement solely such country(ies) only with respect to the country(ies) or Included Targets for which such material breach and giving rise to such action under this Section 9.5. Notwithstanding the foregoing, a Party shall not be in breach of its obligations under this Agreement to the extent that such breach was caused by the other Party's failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Unionperform its obligations hereunder.

Material Breach. (a) If either Party party believes that the other party has materially breached its obligations hereunder, then the non-breaching party (the “Breaching PartyAccuser”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written shall give notice (the “Termination Breach Notice”) to the Breaching Party breaching party (“Accused”), setting forth in detail the basis for the belief (“Accusation”) and specifying indicating that the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to Accused must cure such said breach within 30 days (“Cure Period”). (a) If the Notice Period and thereafter diligently continues such actions)Accused, (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breachdenies the Accusation, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, then the Notice Accused shall give notice within the Cure Period shall not commence prior to the conclusion Accuser demanding an arbitration of such good faith discussions whether there has been a material breach of this Agreement. Such arbitration shall be conducted in accordance with Section 11.7 hereof and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 parties agree, in good faith, to commence the arbitration within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution 60 days of the dispute through such dispute resolution procedure, Breach Notice and if participate in the dispute arbitration in a “time is finally resolved against the Party allegedly in material breach, any remainder essence of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesarbitration” basis. (b) Notwithstanding Section 12.2.1(aIf the Accused agrees with the Breach Notice and cures the Material Breach within the Cure Period, no further action will be required by either party. (c) If the Accused agrees with the Breach Notice, but the breach is not curable within the Cure Period and the Accused is making diligent efforts to cure the breach during the Cure Period (“Good Faith Cure Efforts”), if any uncured the parties shall continue to operate under the terms and conditions of this Agreement. If after the exercise of such Good Faith Cure Efforts, the Accused shall be unable to cure the breach within 60 days from the Breach Notice, the Accuser shall, in good faith, extend the time in which to cure the breach, upon request of the Accused. In the event the Accuser does not extend the time in which to cure the breach, the Accused shall be entitled to arbitrate pursuant to Section 11.7 whether the Accused is entitled to an extension in order to cure the breach. (d) It is the intent of the parties that in the event of a material breach by AbbVie of any of its material obligations under Section 5.2 orhereunder, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in Accused shall the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right opportunity to a full determination of whether there was a material breach, before this Agreement terminates. If as a result of arbitration, there is a finding (“Finding”) of a material breach, the Accuser shall be entitled to terminate this Agreement in its entirety, but and the applicable section of Article 9 shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Uniongovern.

Material Breach. Upon a material breach of this Agreement by Endo on the one hand, or EpiCept on the other hand (a) If either Party (in such capacity, the “"Breaching Party”) materially breaches any of its material obligations under this Agreement"), in addition to any other right and remedy the other Party (in such capacity, the “"Non-Breaching Party”") may haveprovide written notice (a "Breach Notice") to the Breaching Party specifying the material breach. If the Breaching Party fails to cure such material breach during the forty-five (45) day period (or, if applicable, such longer period, but not to exceed ninety (90) days, as would be reasonably necessary for a diligent party to cure such material breach, provided the Breaching Party has commenced and continues its diligent efforts to cure during the initial forty-five (45) day period following the date on which the Breach Notice is provided), then the Non-Breaching Party may terminate this Agreement by providing [***] (on a Licensed Product-by-Licensed Product and country-by-country basis with respect to the “Notice Period”) prior written notice (Licensed Product and country to which the “Termination Notice”) to breach relates. If Endo is the Breaching Party and specifying the material breach and its claim of right relates to terminate; provided, that (ithe LidoPAIN(R) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified BP Product in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured particular country within the Notice Period, if the Breaching Party commences actions Territory and EpiCept has elected to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to the LidoPAIN(R) BP Product in such Included Target(scountry, the exclusivity restrictions pursuant to Section 2.3 with respect to such country shall no longer be applicable with respect to the LidoPAIN(R) in all countries BP Product. Notwithstanding the foregoing, the cure period for any failure by Endo to make Milestone Payments or Royalty payments due hereunder shall be forty-five (45) days; provided further, however, that the failure by Endo to make any such payment shall not be considered a breach to the extent that such payment is the subject of a good faith dispute by Endo. For the purposes of this Section 9.2, material breach shall mean a breach which materially adversely affects the rights under this Agreement of the European Unionother Party with respect to the applicable Licensed Product in the applicable country in the Territory.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one (1) or more of its material obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one (1) or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within [*] days after receipt of the Default Notice, or if such compliance cannot be fully achieved within such [*] day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if Party. If the Breaching Party cures the breach specified in the Termination Notice during the Notice Period disputes that it has materially breached one (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii1) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under this Agreement, the dispute shall be resolved pursuant to Section 5.2 or12.6. If, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, as a result of the countries application of such dispute resolution procedures, the Breaching Party is determined to be in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to of one (1) or more Included Target(s) in any Major European Marketof its material obligations under this Agreement (an “Adverse Ruling”), Morphic then if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [*] days after such ruling, or if such compliance cannot be fully achieved within such [*] day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, then the Non-Breaching Party may terminate this Agreement with respect upon written notice to such Included Target(s) in all countries of the European UnionBreaching Party.

Material Breach. Subject to the other terms of this Agreement, this Agreement and the rights granted herein may be terminated by either Vividion or Celgene (a) If either on a Program-by-Program basis prior to Celgene’s exercise of its Opt-In Right for such Program, for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole (each, a “Material Breach”) by the other Party of this Agreement with respect to such Program, or (b) on a Program-by-Program basis after Celgene’s exercise of its Opt-In Right for such Program, if all Development & Commercialization Agreements for such Program are terminated for Material Breach by a Party; provided in each of (a) or (b) that the breaching Party has not cured such breach within ninety (90) days after the date of written notice to the breaching Party of such breach (or thirty (30) days in the case of a breach as a result of non-payment of any amounts due under this Agreement or a Development & Commercialization Agreement, as applicable) (the “Breaching Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party”) materially breaches any of its material obligations under this Agreement, in addition ’s intention to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] with respect to a given Program, pursuant to this Section 11.3.1 with respect to such Program. For clarity, but subject to Section 11.3.2, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement with respect to a given Program for events described in subsections (a) or (b) of this Section 11.3.1 will run from the “Notice Period”) prior date that written notice (the “Termination Notice”) was first provided to the Breaching breaching Party and specifying by the breach and its claim non-breaching Party. Any such termination of right this Agreement with respect to terminate; provided, that (i) the termination a given Program under this Section 11.3.1 shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured any such breach or default prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, other than with respect to a payment breach, if such breach canis not be cured susceptible to cure within the Notice Cure Period, then the non-breaching Party’s right of termination shall be suspended only if and for so long as the Breaching breaching Party commences actions has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such breach plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide date that written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior was first provided to the conclusion breaching Party by the non-breaching Party. For the avoidance of such good faith discussions and the subsequent issuance doubt, termination of a Termination Notice by Morphicany particular Program(s) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 11.3.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to terminate (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(sany other Program(s) in all countries or (ii) any Development & Commercialization Agreement for any other Program. The Parties understand and agree that the totality of this Agreement with respect to a given Program, and the totality of the European Unioncircumstances with respect to this Agreement with respect to a given Program, will be taken into account and assessed as a whole for purposes of determining whether a breach is material under this Agreement with respect to a given Program.

Material Breach. (a) If either a Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing and such breach is not cured within [***] (days after the “Notice Period”) prior written receipt of a notice (of such breach from the “Termination Notice”) other Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end Company’s application requesting confidential treatment under Rule 406 of the Notice Period if the Breaching Securities Act. Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Periodsuch [***]-day period, if the Breaching defaulting Party commences does not commence actions to cure within such breach within the Notice Period period and thereafter diligently continues such actions), (ii) the Party not in default may, without limiting any of its other rights under this Agreement, invoke Section 14.4 below; provided, however, that in the event of a good faith dispute with respect to any alleged the existence of a default, the [***]-day cure period will be stayed until the dispute is resolved under Section 14.4. Notwithstanding anything to the contrary in this Agreement, in the event Archemix breaches its obligations under Article 5, and such breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet is not cured within [***] days after delivery Archemix’s receipt of notice of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic Isis may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement by providing written notice to Archemix; provided, however, that in its entirety, but shall have the right to terminate this Agreement solely event of a good faith dispute with respect to the country(ies) or Included Targets for which such material breach and failure existence of a default, the [***]-day cure period will be stayed until the dispute is resolved under Section 14.4. If either Party materially breaches this Agreement, the other Party shall be entitled to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries suspend the obligations of the European UnionParties under Sections 3.1, 3.2 and 3.3 and any Collaboration plans then in effect pursuant to Section 12.5. Such suspension shall be without prejudice to any rights or remedies of a Party under such Collaboration plan(s) accruing prior to the date of the suspension.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one (1) or more of its material obligations under this Agreement, then the Non-Breaching Party may havedeliver written notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one (1) or more of its material obligations under this Agreement, and the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within [***] after receipt of the Default Notice, or if such compliance cannot be fully achieved within such [***] period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to Agreement. If the Breaching Party disputes that it has materially breached one (1) of its material obligations under this Agreement, the dispute shall be resolved pursuant to Section 12.8 and specifying the Non-Breaching Party may not terminate for such alleged material breach and its claim pursuant to this Section 11.2.1 (a) during the pendency of right to terminate; providedsuch dispute resolution proceedings or (b) if, that (i) the termination shall not become effective at the end as a result of the Notice Period application of such dispute resolution proceedings, the Breaching Party is determined not to be in any of the material breach(es) alleged by the Non-Breaching Party. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one (1) or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party cures fails to complete the breach actions specified in by the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions Adverse Ruling to cure such material breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith ruling, or if such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach compliance cannot be fully achieved within such [***] period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably remedied by possible, then the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic Non-Breaching Party may terminate this Agreement with respect upon written notice to such Included Target(s) in all countries of the European UnionBreaching Party.

Material Breach. (a) If In the event that either Party (the “Breaching Party”) materially breaches shall be in material breach in the performance of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] ninety (90) days (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, provided that (i) to the extent that such material breach involves a failure to make a payment when due, the Notice Period shall be, and such breach must be cured within, sixty (60) days after the Termination Notice is given to the Breaching Party, (ii) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach default cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 ‎13.5 within the thirty (30) days after delivery of a Termination Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) ‎12.2.1 shall be tolled until and the termination shall become effective (a) with respect to any breach that is capable of being cured, if the Breaching Party does not implement the remedy for such breach determined by the Arbitrators through such dispute resolution procedure within the timeframe established by the Arbitrators or (b) with respect to any breach that is not capable of being cured, upon the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against Arbitrators grant the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant terminating Party’s request to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesterminate. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Default Notice”). The Parties agree that termination pursuant to this Section 12.2 is a remedy to be invoked only if the breach cannot be adequately remedied through a combination of specific performance and the payment of money damages. In that regard, if the money damages payable under this Agreement by reason of a breach were materially limited by reason of Section 11.6 (for reasons other than the exclusion for punitive damages), it shall be assumed that the payment of money damages was not an adequate remedy for the reach unless the breaching Party elects to waive the protections of Section 11.6 (other than with respect to punitive damages) and pay the resulting amounts. If the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within [***] days after receipt of the Default Notice, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party. If the Breaching Party and specifying disputes that it has materially breached one of its material obligations under this Agreement, the breach and its claim of right dispute shall be resolved pursuant to terminate; providedSection 13.6. If, that (i) the termination shall not become effective at the end as a result of the Notice Period application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party cures fails to complete the breach actions specified in by the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions Adverse Ruling to cure such material breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] days after delivery of such notice to AbbVie to discuss in good faith ruling, or if such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach compliance cannot be fully achieved within such [***]- ([***]) day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably remedied by possible, then the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic Non-Breaching Party may terminate this Agreement with respect upon written notice to such Included Target(s) in all countries of the European UnionBreaching Party.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached its obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of its obligations under this Agreement and fails to cure such breach within [*] days after receipt of the Default Notice, or if such breach is not capable of being cured during such [*]-day period, or the Breaching Party fails to commence actions within such [*]-day period to cure such breach and thereafter diligently continue such actions, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior in its entirety upon written notice (the “Termination Notice”) to the Breaching Party and specifying Party. In the breach and its claim event that after the receipt of right to terminate; provided, that (i) the termination shall not become effective at the end of the a Default Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 12.8 within [*] days of receipt of the Default Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedureregarding the alleged material breach, then the cure period set forth in this Section 12.2.1(a) 11.2.1 shall be tolled until and the final resolution of termination shall become effective only if it is determined through the dispute through resolution procedures in Section 12.8 that the Breaching Party has committed a material breach of its obligations under this Agreement and the Breaching Party fails to cure such dispute resolution procedurebreach within [*] days after the issuance of such determination, or if such breach is not capable of being cured during such [*]-day period, or the Breaching Party fails to commence actions within such [*]-day period to cure such breach and if thereafter diligently continue such actions. Notwithstanding the dispute is finally resolved against foregoing, the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood Parties agree that termination pursuant to this Section 12.2.1 shall be 11.2.1 is a remedy of last resort and may to be invoked only if the breach cannot be reasonably adequately remedied by through a combination of specific performance and the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union.

Material Breach. (a) If either Party (Subject to Section 12.3(b), each party shall have the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition right to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement and its obligations hereunder for material breach by providing [***] the other party, which breach remains uncured for sixty (60) days (ten (10) days in the “Notice Period”) prior event of failure to make any payment when due), after written notice (the “Termination Notice”) is provided to the Breaching Party and breaching party specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end nature of the Notice Period if breach in reasonable detail and demanding its cure. In the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to case of a non-payment related material breach, if such breach cannot be cured within the Notice Periodsixty (60) day cure period, this Agreement shall not terminate if the Breaching Party commences actions breaching party has made diligent efforts to cure such breach within the Notice Period sixty (60) day period and thereafter diligently this Agreement shall remain in effect for such period after notice of breach as may be reasonable in the circumstances as long as the breaching party continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof use diligent efforts to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, pursue the cure period set forth in this Section 12.2.1(a) shall with a reasonable expectation that cure will be tolled until the final resolution effected as promptly as practicable thereafter. As an alternative to termination of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have in the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such case of any uncured material breach is with respect to one by Replidyne (1) or more Included Target(s) other than a breach as described in any Major European MarketSection 12.3(b)), Morphic Forest may terminate the Replidyne Specialist Promotion Period and the Pediatrician Promotion Rights, together with other operational rights, as more fully described, and with consequences set forth, in Section 12.5(e). In the event the parties in good faith dispute the existence of a material breach or a party’s diligence in attempting to cure a material breach, termination of this Agreement shall not be deemed to occur unless and until such dispute has been referred for resolution in accordance with respect to such Included Target(s) in all countries Section 14 hereof, material breach of the European UnionAgreement or failure to make diligent efforts to cure such breach has been established by an arbitration thereunder and, if such breach can be cured by the payment of money or the taking of specific remedial actions, the breaching party does not pay the amount so determined to be due within ten (10) days of receipt of the arbitration decision or otherwise diligently undertake and complete such remedial actions within the timeframe established by such arbitration decision.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Agreement for the material breach of this Agreement by providing the other Party, if such breach remains uncured [***] days following notice from the non-breaching Party to the breaching Party specifying such breach. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. DEVELOPMENT AND OPTION AGREEMENT (b) For Targets for which the “Notice Period”Commercial Option or Research Option has been exercised, the foregoing Section 9.2(a) prior written notice applies on a Target-by-Target basis to the extent that a breach relates to specific Targets, and such termination shall be applicable to only those Targets (the “Termination Notice”and its associated Patents, Licensed Antibodies, Licensed Research Antibodies, and Licensed Products) to which the Breaching Party uncured the material breach relates. (c) If there is a good faith dispute as to the existence or cure of a breach or default pursuant to Section 9.2(a), all applicable cure periods will be tolled during the existence of such good faith dispute and specifying the no termination for a breach and its claim of right to terminate; provided, that (i) the termination shall not which is disputed in good faith will become effective at until such dispute is resolved pursuant to the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations process set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie 10.2 and the Parties shall meet within a [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the day cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesoffered thereafter. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union.

Material Breach. (If there is a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that : (i) the termination shall not become effective at the end material breach by a Party of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach this Agreement which cannot be cured; or (ii) material breach by a Party of this Agreement that can be cured and such Party has failed to take steps to begin to cure the breach within sixty (60) days following written notice specifying the Notice Periodmaterial breach by the Party affected by the breach or is not diligently pursuing a cure thereafter, or (iii) is subject to a petition for relief under any bankruptcy legislation, or makes an assignment for the benefit of creditors, or is subject to the appointment of a receiver for all or substantially part of the Party’s assets, and such petition, assignment or appointment, if involuntary, is not dismissed or vacated within ninety (90) days. then, an Event of Default shall be deemed to have occurred. Upon an Event of Default, the Breaching non-breaching Party commences actions shall have the right to cure exercise one or more of the following remedies upon written notice by the non-breaching Party to the breaching Party within thirty (30) days of an Event of Default (if any) (assuming that the non-breaching Party has not already given such a notice upon the occurrence of a prior material, uncured breach by the breaching Party): (i) to seek monetary damages for such material breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations limitations set forth in Section 5.2 9 hereof; (ii) to seek equitable relief to prevent such material breach from continuing or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and occurring again in the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and future; (iii) if either the Event of Default can be cured, to effect a cure and be reimbursed for the costs incurred or (iv) at its option, to terminate this Agreement upon written notice to the breaching Party; provided, however, that in the event the alleged breaching Party initiates a dispute resolution procedure under in good faith challenges the allegation of breach, then the matter shall be resolved in accordance with Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought 10.8, and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) 8.2(ii), which shall be tolled until the final resolution of the dispute through such dispute resolution procedurereduced to thirty (30) days, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall only commence upon such final resolution. It is understood that termination a decision pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the 10.8 that such breach cannot be reasonably remedied by the payment of money damageshas occurred. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union.

Material Breach. Subject to the other terms of this Agreement, this Agreement and the rights granted herein may be terminated by either Party (a) If either Party (the “Breaching Party”) materially breaches any on a Program-by-Program basis prior to Celgene’s exercise of its material obligations under this AgreementOption for such Program, in addition to any other right and remedy for the Material Breach by the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate of this Agreement with respect to such Program, or (b) on a Program-by-Program basis after Celgene’s exercise of its Option for such Program, if a Development & Commercialization Agreement for such Program is terminated for Material Breach by providing a Party; provided in each of (a) or (b) that the breaching Party has not cured such breach within [***] after the date of written notice to the breaching Party of such breach (or [***] in the case of a breach as a result of non-payment of any amounts due under this Agreement or a Development & Commercialization Agreement, as applicable) (the “Notice Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement with respect to a given Program, pursuant to this Section 11.2.1 with respect to such Program. For clarity, but subject to Section 11.2.2, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement with respect to a given Program for events described in Sections 11.2.1(a) prior or (b) will run from the date that written notice (the “Termination Notice”) was first provided to the Breaching breaching Party and specifying by the breach and its claim non-breaching Party. Any such termination of right this Agreement with respect to terminate; provided, that (i) the termination a given Program under this Section 11.2.1 shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured any such breach or default prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, other than with respect to a payment breach, if such breach canis not be cured susceptible to cure within the Notice Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the Breaching breaching Party commences actions has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such breach within plan is acceptable to the Notice Period and thereafter diligently continues such actions)non-breaching Party, (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of breaching Party commits to and carries out such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior plan as provided to the conclusion non-breaching Party. For the avoidance of such good faith discussions and the subsequent issuance doubt, termination of a Termination Notice by Morphicany particular Program(s) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 11.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to terminate (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(sany other Program(s) in all countries or (ii) any Development & Commercialization Agreement for any other Program. The Parties understand and agree that the totality of this Agreement with respect to a given Program, and the totality of the European Unioncircumstances with respect to this Agreement with respect to a given Program, will be taken into account and assessed as a whole for purposes of determining whether a breach is material under this Agreement with respect to a given Program.

Material Breach. Either Party may (abut is not required to and without limitation of any other right or remedy such Party may have) If either terminate this Agreement for material breach by the other Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy Agreement if the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing has not cured such breach within [***] days after notice thereof (such period, the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than (a) with respect to a breach of a payment breachobligation, if such in which case the Notice Period shall be [***] days, (b) with respect to a breach that cannot be cured within the Notice Period and the Breaching Party commences actions to cure such breach within the Notice Period, in which case the Notice Period shall be tolled (provided, that the Breaching Party thereafter diligently continues such actions), (c) with respect to a material breach by Licensee that is limited to [***] hereunder, in which case, subject to the remainder of this Section 13.3.1, MTI shall only have the right to terminate this Agreement with respect to such Exclusive License or (d) with respect to any alleged breach by Licensee of its diligence obligations set forth in Section 5.1, in which case MTI shall first provide written notice thereof to Licensee and the Parties shall meet within [***] days after delivery of such notice to Licensee to discuss in good faith such alleged breach and Licensee’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before MTI may issue any such termination notice with respect to such alleged breach; provided, that if either Party initiates a dispute resolution procedure under Section 19.3 as permitted under this Agreement to resolve the dispute for which termination is being sought within [***] days following the end of the Notice Period and is diligently pursuing such procedure, the Notice Period shall be tolled and the termination shall become effective only if such breach remains uncured for [***] days after the final resolution of the dispute through such dispute resolution procedure (or, if the breach cannot be cured within such [***] day period, if the Breaching Party commences actions to cure such breach within the Notice Period such period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 13.3.1 shall be a remedy of last resort and may be invoked if only in the case where the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union.

Material Breach. (a) If either Party (In the “Breaching Party”) event that Spectrum materially breaches any of its material obligations under this Agreement, in addition and fails to any other right and remedy the other Party cure such breach within sixty (the “Non-Breaching Party”60) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior days of receipt of written notice (the “Termination Notice”) to the Breaching Party and thereof specifying the breach and its claim of right to terminate; providedin detail from Allergan, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if unless such breach cannot be cured within the Notice Periodsixty (60) day period, if the Breaching Party commences actions in which case Spectrum shall have undertaken good faith efforts to cure such breach within such sixty (60) day period and diligently prosecuted such cure to prompt completion, then Allergan shall have the Notice Period and thereafter diligently continues right to seek all available remedies under this Agreement, at law or in equity. Notwithstanding the foregoing, termination shall only be available as a remedy for such actions), (iiuncured material breaches by Spectrum if the uncured material breach results in a material adverse impact on Allergan or its Affiliates such that termination is the only reasonable remedy. This Section 13.3(a) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior limit Allergan’s right to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure terminate under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages13.2. (b) Notwithstanding Section 12.2.1(a)In the event that Allergan materially breaches this Agreement, if any uncured material and fails to cure such breach by AbbVie within sixty (60) days of any receipt of its material obligations under Section 5.2 orwritten notice thereof specifying the breach in detail from Spectrum, if applicableunless such breach cannot be cured within the sixty (60) day period, Section 5.7.2 is with respect in which case Allergan shall have undertaken good faith efforts to cure such breach within such sixty (i60) one (1) or moreday period and diligently prosecuted such cure to prompt completion, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but then Spectrum shall have the right to seek all available remedies under this Agreement, at law or in equity except that Spectrum may not under any circumstance (whether for breach, uncured breach, material breach or uncured material breach) (i) terminate this Agreement solely Agreement; and/or (ii) seek or enforce injunctive relief which interferes with respect to the country(ies) scope or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries use of the European Unionlicense granted in Section 2.1(a).

Material Breach. (ai) If either Party Buyer or Seller has materially breached this Agreement (the “Breaching Party”) materially breaches any of its material obligations under this Agreement), in addition to any other right and remedy the other Party (the “Non-Breaching Party”) shall provide written notice to the Breaching Party as soon as reasonably practicable after the Non-Breaching Party becomes aware of the occurrence of such material breach, which notice shall contain a description of such material breach in reasonable detail (a “Notice of Material Breach”). The failure or delay of the Non- Breaching Party in delivery of a Notice of Material Breach shall not be deemed a waiver of any rights of such Non-Breaching Party unless and to the extent such failure or delay materially and adversely affects the Breaching Party’s ability to cure such material breach. (ii) The Breaching Party shall have the automatic right during the 90-day period following receipt of a Notice of Material Breach to cure such material breach (the “Initial Cure Period”). Any efforts by the Breaching Party to cure shall not be deemed an admission that the Breaching Party has committed a material breach. If the Breaching Party has promptly and diligently taken reasonable steps to cure but such cure has not been completed within the Initial Cure Period, then the period to cure shall be extended for a commercially reasonable time not to exceed a further 30 days to enable such cure to be completed (the “Extended Cure Period”); provided, however, that the cure period shall not be extended if, notwithstanding all reasonable efforts, such cure could not be effected within the Extended Cure Period. (iii) If the Breaching Party disputes that a material breach has occurred, or if a cure is not possible within the Initial Cure Period (or, if applicable, the Extended Cure Period), then senior management representatives of the Breaching Party and the Non-Breaching Party shall meet, no later than 15 days following delivery of written notice from either such Party to the other Party requesting such meeting, to attempt to resolve such dispute. The Breaching Party and the Non-Breaching Party agree to use all reasonable efforts to fully resolve the dispute and to find a cure within the Initial Cure Period (or, if applicable, the Extended Cure Period). The Breaching Party and the Non-Breaching Party may haveextend the duration of such dispute resolution proceedings for such period of time as may be mutually agreed in writing. If the Parties have not resolved such dispute by the end of 30 days following the written notice requesting a dispute resolution meeting of senior management, then the Non-Breaching Party may terminate this Agreement by providing [***] delivering written notice to such effect to the Breaching Party (the “Notice Periodof Termination”) prior written notice (the “Termination Notice”) to ), and the Breaching Party shall be entitled to commence a dispute under the applicable dispute resolution clause herein to determine if a material breach has occurred and specifying the breach and its claim of right such termination is permitted pursuant to terminate; provided, that this ‎Section 2.02(c). Termination shall be without prejudice to any other rights or remedies to which either Party may be entitled under this Agreement or applicable Law. (iiv) If the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect is due to a payment Seller’s material breach, if such breach cannot be cured within the so specified by Buyer, upon a Notice Periodof Termination of this Agreement, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to Seller shall promptly stop work under any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery POs outstanding as of such notice to AbbVie to discuss date as directed in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach the notice. (for clarity, v) If the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in due to Buyer’s material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but Seller shall have the right to terminate this Agreement solely with promptly stop work under any POs outstanding as of such notice date and Buyer shall not place further subcontracts/orders in respect to the country(ies) or Included Targets for which of any such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Unionoutstanding POs.

Material Breach. (a) If either Party a Party: (the “Breaching Party”i) materially breaches this Agreement in a manner which cannot be cured; (ii) materially breaches this Agreement in a manner that can be cured and such Party has failed to take steps to begin to cure within ninety (90) days following written notice of breach by the Party or Parties affected by the breach or is not diligently pursuing a cure thereafter; or (iii) is subject to a petition for relief under any bankruptcy legislation, or makes an assignment for the benefit of its material obligations under this Agreementcreditors, in addition or is subject to any other right the appointment of a receiver for all or a substantial part of the Party’s assets, and remedy the other Party such petition, assignment or appointment, if involuntary, is not dismissed or vacated within ninety (the 90) days (each an “Non-Breaching PartyInsolvency Event”) may have), then, on each such occasion, the Nonnon-Breaching breaching Party may terminate this Agreement by providing [***] shall have the right to exercise one or more of the following remedies: (the “Notice Period”x) prior upon written notice (by the “Termination Notice”) non-breaching Party to the Breaching breaching Party and specifying the breach and its claim within thirty (30) days of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period applicable cure period (if any) (assuming that the Breaching non-breaching Party cures has not already given such a notice upon the occurrence of a prior material, uncured breach specified in by the Termination Notice during breaching Party), the Notice Period (or, other than with respect non-breaching Party shall have the right to a payment breach, if seek monetary damages for such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such material breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations limitations set forth in Section 5.2 14 hereof and/or equitable relief to prevent such material breach from continuing or Section 5.7.2occurring again in the future; and, Morphic at its option, the non-breaching Party shall first provide have the right to terminate the rights of the breaching Party hereunder upon written notice thereof to AbbVie and breaching Party; provided, however, that in the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss event the alleged breaching Party in good faith such alleged challenges the allegation of breach, which discussions must then the matter shall be concluded before Morphic may issue any Termination Notice resolved in accordance with respect to such alleged breach (for claritySection 15.8, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) 13.2(a)(ii), which shall be tolled until reduced to 30 days, shall only commence upon a decision pursuant to Section 15.8 that such breach has occurred. Notwithstanding the final resolution foregoing, if Chembio shall be enjoined from supplying HIV Products to Inverness because of the dispute through such dispute resolution procedurea lawsuit regarding Intellectual Property Rights of a Third Party, or Inverness shall be enjoined from selling HIV Products because of a lawsuit regarding Intellectual Property Rights of a Third Party, and if the dispute is finally resolved against the Party allegedly such injunction shall in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be either case cause a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 orthis Agreement, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic non-breaching Party shall not have the right to terminate this Agreement in its entiretyseek monetary damages for such material breach. Notwithstanding the foregoing, but the obligations of the breaching Party, including the licenses granted and appointments made hereunder to the non-breaching Parties shall continue unless both non-breaching Parties agree that such licenses and appointments shall terminate. (b) In the event of a material breach by Chembio, SDS shall have the right to terminate this Agreement solely cure such breach, and Chembio will fully cooperate with respect to the country(ies) or Included Targets for which SDS, at its own cost, in such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Unioncure.

Material Breach. (ai) If either Either Party (may terminate the “Breaching Party”) materially breaches any Agreement on a Target-by-Target basis in the event of an uncured material breach by the other Party of its material obligations under this AgreementAgreement (other than a breach by Spark of any payment obligation or Diligence Obligation (defined below) hereunder) with respect to such Target, in addition each case, by giving written notice to any other right and remedy the other Party (specifying the “Non-Breaching Party”) may have, nature of the Non-Breaching material breach. If such breach has been cured by such breaching Party may terminate this Agreement by providing within [***] (after the “Notice Period”) prior written date of such notice (the “Termination NoticeCure Period”) ), such termination shall not occur. If such breach has not been cured by the breaching Party within the Cure Period, then the non-breaching Party shall be entitled to terminate this Agreement with respect to such Target with immediate effect upon delivery to the Breaching breaching Party and specifying the breach and its claim of right to terminatea written notice of termination; provided, however, that if the Party accused of materially beaching notifies the accusing Party in writing (i) within the termination shall not become effective at Cure Period, that the end of the Notice Period if the Breaching accused Party cures the breach specified disputes that it is in the Termination Notice during the Notice Period (or, other than with respect to a payment material breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), or (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery by the accusing Party of such a termination notice following the expiration of the Cure Period, based on the accused Party’s failure to AbbVie to discuss in good faith such alleged cure a material breach, which discussions must be concluded before Morphic the accused Party contends that it cured such material breach within the Cure Period and, in either such case, initiates the dispute resolution procedure set forth in ARTICLE 12 (Dispute Resolution) within such Cure Period or such [***] period (as applicable), then no such termination shall become effective until a final, binding determination pursuant to ARTICLE 12 (Dispute Resolution) that the accused Party was in material breach and failed to cure such material breach during the Cure Period. (ii) Selecta may issue terminate this Agreement on a Target-by-Target basis with respect to the applicable Target, in the event of an uncured breach by Spark of any Termination Notice of its payment obligations under this Agreement with respect to such alleged Target (excluding Spark’s obligations to make Scheduled Payments in accordance with Section 6.1 (Scheduled Payments)) by giving written notice to Spark specifying the nature of the breach. If such breach has been cured by Spark within [***] of such notice in the case of a payment breach (for claritythe “Payment Cure Period”), the Notice Period such termination shall not commence prior to the conclusion of occur. If such good faith discussions and the subsequent issuance of a Termination Notice breach has not been cured by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 Spark within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedurePayment Cure Period, the cure period set forth in this Section 12.2.1(a) then Selecta shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant entitled to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(sTarget with immediate effect upon delivery to Spark of a written notice of termination; provided, however, that if Spark notifies Selecta in writing within the Payment Cure Period that Spark disputes that it is in breach of a payment obligation and initiates the dispute resolution procedure set forth in ARTICLE 12 (Dispute Resolution) within such Payment Cure Period, then no such termination shall become effective until [***] after a final, binding resolution of such dispute (and determination of the full amount due to Selecta) pursuant to ARTICLE 12 (Dispute Resolution); provided that, if Spark pays Selecta the full amount due within such [***] period, such termination shall not occur. If Selecta terminates this Agreement with respect to a Target pursuant to this Section 9.2(b)(ii) and Spark subsequently breaches any of its payment [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions obligations under this Agreement with respect to a second Target (excluding Spark’s obligations to make Scheduled Payments in accordance with Section 6.1 (Scheduled Payments)), then Selecta will be entitled to terminate this Agreement with respect to such Target or in its entirety, subject to the notice and cure period set forth above. (iii) Selecta may terminate this Agreement, on a Target-by-Target basis with respect to the applicable Target, in the event of an uncured material breach by Spark of its obligations under Section 3.2 (Development Diligence) or Section 4.1 (Commercial Diligence) with respect to such Target (“Diligence Obligations”) in (1) the United States if such breach relates to the United States, (2) the European Union if such breach relates to the European Union, (3) Japan if such breach relates to Japan and (4) in all countries of other than Japan if such breach relates to both the United States and the European Union, in each case by giving written notice to Spark specifying the nature of the breach. If such breach has been cured by Spark within [***] of such notice in the case of a breach of Diligence Obligations (the “Diligence Cure Period”), such termination shall not occur. If such breach has not been cured by Spark within the Diligence Cure Period, then Selecta shall be entitled to terminate this Agreement with respect to such Target and such jurisdiction(s) with immediate effect upon delivery to Spark of a written notice of termination; provided, however, that if Spark notifies Selecta in writing within the Diligence Cure Period that Spark disputes that it is in breach of its Diligence Obligations and initiates the dispute resolution procedure set forth in ARTICLE 12 (Dispute Resolution) within such Diligence Cure Period, then no such termination shall become effective until a final, binding determination pursuant to ARTICLE 12 (Dispute Resolution) that Spark was in material breach and failed to cure such material breach during the Diligence Cure Period.

Material Breach. (a) If In the event that either Party (the “Breaching Party”) materially breaches any shall be in material breach of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in its entirety or on a country-by-country basis with respect to the country affected by such breach by providing [**] ([**] in the case of a breach of a payment obligation) (the “Notice Period”) prior written notice (the “Termination Material Breach Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, provided that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Material Breach Notice during the Notice Period (or, other than with respect to if such default is not a breach of a payment breach, if such breach obligation and cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie a Party of its diligence obligations set forth herein (with respect to Sanofi, in Section 5.2 or Section 5.7.2any of Sections 3.1.2(iii), Morphic 3.1.4, 3.2.1(vii) and 4.2, and with respect to Lexicon, in any of Sections 3.1.2(iii), 3.1.4 and 4.2), the Non-Breaching Party shall first provide written notice thereof to AbbVie the Breaching Party and the Parties shall meet within [***] after delivery of such notice to AbbVie the Breaching Party to discuss in good faith such alleged breachbreach and the Breaching Party’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions must shall be concluded before Morphic the Non-Breaching Party may issue any Termination Material Breach Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Material Breach Notice by Morphicthe Non-Breaching Party) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 13.5.1 as permitted under this Agreement within [**] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) 12.3.1 shall be tolled until and the termination shall become effective only if such breach remains uncured for [**] after the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union.

Material Breach. (a) If either Party (believes that the “Breaching Party”) materially breaches any other Party is in material breach of its material obligations under this Agreement, in addition then such Party may deliver notice of such alleged breach to any other right and remedy the other Party (the “Non-Breaching Party”) may have. In such written notice, the Nonnoticing Party shall identify the actions or conduct that such Party would consider to be an acceptable cure of such breach. The Party receiving such notice shall use diligent efforts to cure such breach as soon as practicable after receiving such written notice to cure such breach, unless such Party believes that it is not in breach, in which case the Parties shall meet promptly thereafter and discuss in good faith the issue and seek to reach a resolution mutually acceptable to both Parties. If the allegedly breaching Party fails to cure such noticed breach, then, except as otherwise provided in subsection (b) or in Section 5.3 below, the noticing Party shall not be permitted to terminate this Agreement (and each Party covenants and agrees that the Party shall not seek, in any court or other proceeding, to terminate the Agreement as a remedy except as permitted in subsection (b) or Section 5.3 below), but may seek and obtain all other remedies as are available to such Party at law or in equity pursuant to Section 5.7 below, if such breach is proved to have occurred and not have been cured. (b) If Hxxxxx breaches its obligation to pay royalties as required in Section 3.3, or to pay royalties to a licensor of ISI as contemplated in Section 1.18 for patent rights sublicensed to ISI, then ISI may deliver notice of such breach to Hxxxxx, specifying the amount that is owed and the basis for ISI’s belief that such amounts are owed and past-Breaching due. If ISI breaches its obligation to pay royalties to a licensor of Hxxxxx as contemplated in Section 1.13 for patent rights sublicensed to ISI, then Hxxxxx may deliver notice of such breach to ISI, specifying the amount that is owed and the basis for Hxxxxx’x belief that such amounts are owed and past-due. If Hxxxxx or ISI disputes that such amount is actually owed, such dispute shall be resolved (a) by the auditor selected pursuant to Section 4.4, if such dispute is solely as to the amount of royalties owed, and not as to whether there is a royalty obligation for particular products at issue, or (b) by litigation in court in accordance with Section 9.3. The following sentence shall not apply unless and until such dispute is resolved in the non-breaching Party’s favor, and the breaching Party does not pay the amount determined to be owed within [*] days of such determination. If the breaching Party’s failure to pay when due royalty amounts owed that are in excess of [*], and such Party does not cure such failure to pay the owed royalties by the [*] Confidential information in this Exhibit has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. date [*] days after such notice, then such breach will be deemed to be a “Material Breach,” for which the non-breaching Party may terminate this Agreement within 30 days by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; providedin breach, that (i) the provided if such dispute is resolved in litigation in court, such termination shall not become will be effective at such time no appeal is or can be taken from the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagescourt’s decision. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in breach of one (1) or more of its material obligations under this Agreement (subject to Section 12.2.3), then the Non-Breaching Party may havedeliver notice of such breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it is in breach of one (1) or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within […***…] ([…***…]) days after receipt of the Default Notice, or if such compliance cannot be fully achieved within such […***…] ([…***…]) day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if Party. If the Breaching Party cures the disputes that it is in breach specified in the Termination Notice during the Notice Period of one (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii1) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under this Agreement, the dispute shall be resolved pursuant to Section 5.2 or13.7. If, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, as a result of the countries application of such dispute resolution procedures, the Breaching Party is determined to be in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to of one (1) or more Included Target(sof its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such breach within […***…] ([…***…]) in any Major European Marketdays after such ruling, Morphic or if such compliance cannot be fully achieved within such […***…] ([…***…]) day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, then the Non-Breaching Party may terminate this Agreement with respect upon written notice to such Included Target(s) in all countries of the European UnionBreaching Party.

Material Breach. NOTICE, ARBITRATION, TERMINATION: (a) If In addition to its other rights and remedies, either Party party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “"Non-Breaching Party”") may have, the Non-Breaching Party may terminate this Agreement by providing [***] following at least sixty (60) days (the “"Notice Period”") prior written notice (the “Termination Notice”"Notice of Breach") to the other party (the "Breaching Party and specifying Party") in the breach and its claim of right to terminate; provided, event that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to has committed a payment breach, if such breach cannot be cured within the Notice Period, if Material Breach under this Agreement and the Breaching Party commences actions fails to cure such breach within the such Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesPeriod. (b) Notwithstanding Section 12.2.1(a)If the Breaching Party, if any uncured material breach by AbbVie in good faith, disputes the assertion that a Material Breach has occurred, it shall respond in writing to the Notice of any Breach within thirty (30) days of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, receipt of the countries in Notice of Breach. If the Territory for which Non-Breaching Party still contends a Material Breach has occurred, the Chief Executive Officers of the parties (or their designees) shall confer within forty-five (45) days of receipt of the original Notice of Breach. If the Chief Executive Officers are unable to resolve the dispute, the Breaching Party may give notice, prior to completion of the 60-day Notice Period, that it has diligence obligations under is invoking the Arbitration provision of Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have 11.3 below on the issue of the Material Breach. The Non-Breaching Party's right to terminate this Agreement in its entiretyagreement is suspended during the pendency of the Arbitration Proceedings. (c) Upon giving such notice of Arbitration the Breaching Party shall place into escrow any payments that the Non-Breaching Party has asserted it is due under the Notice of Breach. (d) If the Arbitration rules that no Material Breach has occurred the funds shall be released from escrow to the Breaching Party, but and the Notice of Breach shall have no force or effect. (e) If the right ruling of the Arbitration is that a Material Breach has occurred: (i) the funds (or the appropriate portion of the funds) held in escrow and due the Non-Breaching Party shall be released to terminate this the Non-Breaching Party, and (ii) The Breaching Party shall pay the reasonable costs of the Arbitration of the Non-Breaching Party, and (iii) The Breaching Party may either: (1) accept a termination of the Agreement solely if requested by the Non-Breaching Party, or (2) agree to abide by the ruling of the Arbitration with respect to the country(iesissue of the Material Breach (iv) or Included Targets for which such material breach If the Breaching Party agrees to abide by the ruling of the Arbitration, the Notice of Breach shall be considered withdrawn and failure the Agreement shall continue in effect as interpreted by the Arbitration ruling, and the Breaching Party shall have no further right to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate invoke the Arbitration provision of this Agreement with respect on the issue or issues decided by the Arbitration. (f) If Questcor terminates this Agreement pursuant to such Included Target(s) a Material Breach by Rigel, upon request by Questcor, Rigel will assign all rights in all countries of the European UnionQuestcor Patents, the Washington Patents, and the Questor Technology back to Questcor.

Material Breach. If a Party: (a) If either Party materially breaches this Agreement in a manner which cannot be cured; (the “Breaching Party”b) materially breaches this Agreement in a manner that can be cured and a Party has failed to take steps to begin to cure within ninety (90) days following written notice of breach by the Party or Parties affected by the breach or is not diligently pursuing a cure thereafter; or (c) is subject to a petition for relief under any bankruptcy legislation, or makes an assignment for the benefit of its material obligations under this Agreementcreditors, in addition or is subject to any other right the appointment of a receiver for all or a substantial part of the Party’s assets, and remedy the other Party such petition, assignment or appointment, if involuntary, is not dismissed or vacated within ninety (the 90) days (each an “Non-Breaching PartyInsolvency Event”) may have), then, on each such occasion, the Nonnon-Breaching breaching Party may terminate this Agreement by providing [***] shall have the right to exercise one or more of the following remedies: (the “Notice Period”x) prior upon written notice (by the “Termination Notice”) non-breaching Party to the Breaching breaching Party and specifying the breach and its claim within thirty (30) days of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period (if any) (assuming that the non-breaching Party has not already given such a notice upon the occurrence of a prior material, uncured breach by the breaching Party), the non-breaching Party shall commence have the right to seek monetary damages for such material breach within the limitations set forth in Section 14 hereof and/or equitable relief to prevent such material breach from continuing or occurring again in the future; and, at its option, the non-breaching Party shall have the right to terminate the rights of the breaching Party licensed hereunder upon written notice to breaching Party. Notwithstanding the foregoing, the obligations of the breaching Party, including the licenses granted and appointments made hereunder to the non-breaching Parties shall continue unless the non-breaching Party agrees that such final resolutionlicenses and appointments shall terminate. It is understood that termination pursuant to this Section 12.2.1 Notwithstanding the foregoing, if Chembio shall be enjoined from supplying HIV Cassette Products to Inverness because of a remedy lawsuit regarding Intellectual Property Rights of last resort a Third Party, or Inverness shall be enjoined from selling HIV Cassette Products because of a lawsuit regarding Intellectual Property Rights of a Third Party, and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured such injunction shall in either case cause a material breach by AbbVie of any of its material obligations under Section 5.2 orthis Agreement, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic non-breaching Party shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets seek monetary damages for which such material breach. Whenever a breach occurs and such breach can be cured in a timely manner, the non-breaching Party shall cooperate with the Party in breach and failure take reasonable steps (at the cost of the breaching Party) to allow the breaching Party to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Unionbreach.

Material Breach. (a) If Immediately by written notice by either Party (if the “Breaching Party”) other Party materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy which breach remains uncured for ninety (90) Business Days measured from the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior date written notice (the “Termination Notice”) of such breach is given to the Breaching Party and specifying breaching Party, which notice shall specify the nature of the breach and demand its claim of right to terminate; cure, provided, however, that (i) if such breach is not capable of being cured within the termination stated period and the breaching Party uses commercially reasonable efforts to cure such breach during such period and presents a mutually agreeable remediation plan for such breach, this Agreement shall not become effective at terminate and the end cure period shall be extended for such period provided in the remediation plan as long as the breaching Party continues to use commercially reasonable efforts to pursue the cure as provided in such remediation plan. In the event the Parties dispute in good faith the existence of a material breach or a Party’s diligence in attempting to cure a material breach, termination of this Agreement shall not be deemed to occur unless and until such dispute has been referred for resolution in accordance with Clause 28 hereof, material breach of the Notice Period if the Breaching Party cures the Agreement or failure to make diligent efforts to cure such breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breachhas been established by an arbitration thereunder and, if such breach cannot can be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. or the taking of specific remedial actions, the breaching Party does not pay the amount so determined to be due within fifteen (b15) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie Business Days of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, receipt of the countries arbitration decision or otherwise diligently undertake and complete such remedial actions within the timeframe established by such arbitration decision. Notwithstanding anything to the contrary set forth herein, termination will not be deemed to relieve a defaulting Party from any liability arising from such default.; or the non-terminating Party makes any voluntary arrangement with its creditors or becomes subject to an administration order; or an order of a court is made to wind up the non-terminating Party or to place it under judicial management, or a resolution is passed by the members of such non-terminating Party for its winding up or liquidation; or the non-terminating Party ceases, or threatens to cease, to carry on business or becomes insolvent; There is a Change of Control in the Territory other Party; There is a Force Majeure uncured for more than three (3) months, which it has diligence prevents a Party from fulfilling its obligations under Section 5.2 orhereunder. Notwithstanding other provisions in this Agreement, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but Principal shall have the right to terminate this Agreement solely by written notice at its sole discretion in the event of the following circumstances: Distributor transfers, licenses, assigns, renounces or disposes of the Marketing Authorization(s) of the Products in any way without the prior written consent of Principal; or Distributor performs any action (including failure to maintain) that adversely affects the validity or scope or any other aspect of the Marketing Authorization(s) without the prior written consent of Principal; or Distributor engages in the promotion, distribution or sale of the Products outside of the Territory; or Distributor violates any Applicable Laws relating to anti-bribery or breaches the ethical obligations in Clause 15; or Distributor is in material breach of any terms or conditions of the Quality Agreement or the Safety Agreement, and does not cure the breach within thirty (30) Business Days after Principal's written request; or Distributor does not meet the Annual Minimum Order Quantities in any Calendar Year hereto attached in Exhibit A, unless attributed to the reason of insufficient supply from CMS with respect to the country(iesProducts, and does not cure this breach by making a payment of the Difference within the specified time set forth in Clause 7.2; or Distributor does not provide AOP or the Monthly Report within the respective specified time to Principal and does not cure the breach within thirty (30) Business Days after Principal’s written request; or Included Targets Distributor fails to fulfil the key requirements for which such material breach management of any market in the Territory in respect of tendering, pricing and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Marketwholesaler management etc. In this event, Morphic may Principal may, at its sole discretion, terminate this Agreement with respect as a whole or expressly restrict the termination to such Included Target(s) the service rights granted to the Distributor under this Agreement in all countries the Territory; or Distributor breaches its obligation under Clause 2 of this Agreement; or Distributor obtains the Products from a person not authorised by Principal; or Distributor appoints any of its Affiliates or any other person to perform or assist in the performance of its rights and obligations under this Agreement or sub-license or offer to sub-license any or its rights under this agreement to a third party without Principal’s prior written consent; or Distributor violates any Applicable Laws in the course of marketing, distribution or sale of the European UnionProduct; or Distributor is being investigated by any Governmental Authorities due to anti-corruption compliance reasons; or Distributor fails to make due payment to Principal, which is not cured within thirty (30) Business Days after receiving written notice from Principal; or The Products are permanently withdrawn from the Territory. The Parties agree that in any event of termination under this Clause 23.3, Distributor shall not be entitled to receive any consideration or indemnity for goodwill whatsoever in relation to the termination of this Agreement.

Material Breach. (a) If either Upon a material breach of its obligations under this Agreement by a particular Party (in such capacity, the “Breaching Party”) materially breaches any of its material obligations under this Agreement), in addition to any other right and remedy the other Party (in such capacity, the “Non-Breaching Party”) may haveprovide written notice (a “Breach Notice”) to the Breaching Party specifying the material breach. If the Breaching Party fails to cure such material breach during the ninety (90) day period (or, if applicable, such longer period, but not to exceed one hundred and eighty (180) days, as would be reasonably necessary for a diligent party to cure such material breach, provided the Breaching Party has commenced and continues its diligent efforts to cure during the initial ninety (90) day period following the date on which the Breach Notice is provided), then the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior on written notice (the “Termination Notice”) to the Breaching Party and specifying Party; but provided that the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Non-Breaching Party cures the breach specified in the Termination Notice during the Notice Period may elect instead to terminate on a Subject Product-by-Subject Product and/or country-by-country basis (ora “Partial Termination”), other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if particular Subject Product and country that was at issue in the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in uncured material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to the foregoing: (i) one the cure period for any failure by Inspire to make Milestone Payments or either Party to make Royalty payments due hereunder shall be thirty (130) or moredays; provided, however, that the failure by a Party to make any such payment shall not be considered a breach to the extent that such payment is the subject of a good faith dispute by such Party, so long as such Party is using diligent, good faith efforts to resolve such dispute as promptly as practicable; and (ii) to the extent a material breach of this Agreement by Inspire affects Inspire’s performance and Faes’ rights under this Agreement as they relate to the Inspire Ophthalmic Products in the Inspire Ophthalmic Territory, but not all, of the countries Principal Products in the Territory for which it has diligence obligations under Section 5.2 orInspire Principal Territory, if applicable, Section 5.7.2 or (ii) one (1) or more, but Faes may not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely instead may effect only a Partial Termination with respect to the country(ies) or Included Targets for which Inspire Ophthalmic Products in the Inspire Ophthalmic Territory, and in such material breach case this Agreement will remain in full force and failure to cure applies; provided that if such uncured material breach is effect with respect to one (1) or more Included Target(s) all Principal Products in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European UnionInspire Principal Territory.

Material Breach. (a) If Subject to the provisions of this Section 13.3, either Party may terminate this Agreement based on the uncured material breach of the other Party. If a Party commits a breach of this Agreement (the “Breaching Party”) materially breaches any of its material obligations under this Agreement), in addition to any other right and remedy the other Party (the “Non-Breaching Party”) shall provide written notice of such breach to the Breaching Party. Upon receipt of a notice of breach, the alleged breach, if disputed in good faith by the alleged Breaching Party, shall be referred to the senior executive officers for each Party for attempted resolution by good faith negotiations within [ * ] after notice is received by the Breaching Party. If, at the end of such [ * ] period the senior executive officers designated by the Parties are not able to resolve such dispute, the Breaching Party shall have ninety (90) days within which to cure such breach. In the event the breach is capable of being cured, but cannot be reasonably cured in such ninety (90) day period, then the Breaching Party shall have such additional time as is necessary (not to exceed an additional ninety (90) days, unless otherwise extended at the Non-Breaching Party’s discretion) to cure the breach, provided: (i) the Breaching Party has submitted a commercially reasonable plan that, if successfully carried out, would be effective in curing such breach; and (ii) the Breaching Party diligently pursues completion of such plan thereafter. In the event there is a bona-fide dispute regarding the existence of a breach (after completion of the [ * ] negotiation period described above), the materiality of a breach, the ability of the Breaching Party to cure a breach or whether a breach has been cured, either Party may haveinvoke the provisions of Section 14.2(b) of the Collaboration Agreement. The Parties agree to use reasonable and good faith efforts in cooperating with the Breaching Party’s attempts to cure a material breach. During the resolution of any dispute under this Section 13.3 of this Agreement, the terms and conditions of this Agreement shall remain in effect and each Party shall continue to perform its obligations under this Agreement and Collaboration Agreement, as applicable, and the effectiveness of any remedy shall be tolled until such dispute is resolved. If an alleged material breach is found to be a non-material breach, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedureentitled to damages, equitable relief, attorneys’ fees and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or morecourt costs, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European UnionAgreement.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement (other than for failure to achieve a diligence milestone under Section 4.5.2 the remedy for which is set forth in Section 4.5.4), then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Breach Notice”). If (a) the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement, and (b) either (i) the Breaching Party fails to cure such breach within [***] ([***] with respect to any payment breach) after receipt of the Breach Notice (“Breach Cure Period”), or (ii) a cure cannot be fully achieved within such Breach Cure Period and the Breaching Party has failed to commence to cure or has failed to use diligent efforts to achieve a full cure within the Breach Cure Period, then the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior in whole or in part upon written notice (the “Termination Notice”) to the Breaching Party and specifying Party, effective upon receipt by the breach and its claim of right to terminate; providedBreaching Party, provided that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the is Ionis and such material breach specified in the Termination Notice during the Notice Period (or, other than with respect relates solely to a payment breach, if such breach canLicensed Product and/or its corresponding Target (but not be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actionsall Licensed Products or Targets), (ii) with respect then BicycleTx will only have the right to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and terminate the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice License Agreement solely with respect to such alleged Licensed Product (and the corresponding Target) to which such material breach (for clarity, relates. If the Notice Period shall not commence prior to the conclusion of such Breaching Party disputes in good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any it has materially breached one or more of its material obligations under this Agreement or that it has failed to timely or diligently cure such material breach, the Dispute shall be resolved pursuant to Section 5.2 or12.2 and the Breach Cure Period shall be tolled until such dispute is so resolved. Upon a determination of material breach or failure to cure, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, the Breaching Party may have the remainder of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right Breach Cure Period to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which cure such material breach. If such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Marketnot cured within the Breach Cure Period, Morphic may terminate then absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement with respect to such Included Target(s) in all countries shall terminate, effective as of the European Unionexpiration of the Breach Cure Period.

Material Breach. (a) If either Party believes that the other is in material breach of this Agreement (the “Breaching Party”) materially breaches any other than with respect to a breach of its material BMS’s obligations under Section 4.1, which is governed by Section 9.4), then the non-breaching Party may deliver notice of such breach to the other Party. In such notice the non-breaching Party shall identify the actions or conduct that it wishes such Party to take for an acceptable and prompt cure of such breach; provided that such identified actions or conduct shall not be binding upon the other Party with respect to the actions that it may need to take to cure such breach. The allegedly breaching Party shall have [***] days to either cure such breach (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within [***] days following such notice) or, if cure cannot be reasonably effected within such [***] day period, to deliver to the other Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period. Following delivery of such plan, the breaching Party shall use commercially reasonable efforts to carry out the plan and cure the breach. If the Party receiving notice of breach fails to cure such breach within the [***] day period, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out is not commercially practicable, the Party originally delivering the notice may declare a breach hereunder upon [***] days advance written notice. Subject to Section 8.3(b), such notice shall effectively terminate this AgreementAgreement upon expiration of such [***] day period. (b) Notwithstanding the foregoing, if the allegedly breaching Party disputes in addition good faith the existence or materiality of any such breach which is not a payment breach, and provides notice to any other right and remedy the other Party (the “Non-Breaching Other Party”) may have, the Non-Breaching Party may terminate this Agreement by providing of such dispute within such [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarityday period, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Other Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate accordance with this Section 8.3 unless and until it has been determined in accordance with Section 13.4 that this Agreement solely with respect to was materially breached by the country(ies) or Included Targets for which such material breach allegedly breaching Party and failure that Party fails to cure applies; provided such breach within [***] days following such determination. It is understood and acknowledged that if during the pendency of such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Marketa dispute, Morphic may terminate all of the terms and conditions of this Agreement with respect shall remain in effect and the Parties shall continue to such Included Target(sperform all of their respective obligations hereunder. (c) in all countries This Section 9.3 shall be subject to and shall not limit the provisions of the European UnionSection 9.4 and Section 9.5.

Material Breach. (a) If either a Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy believes that the other Party (is in material breach of this Agreement or the “Non-Breaching Manufacturing and Supply Agreement, then such Party may deliver notice of such breach to the allegedly breaching Party”) may have. In such notice, the Non-Breaching nonbreaching Party may terminate this Agreement by providing [***] (shall identify the “Notice Period”) prior written notice (actions or conduct that it wishes the “Termination Notice”) allegedly breaching Party to the Breaching Party take for an acceptable and specifying the breach and its claim prompt cure of right to terminatesuch breach; provided, provided that (i) the termination such identified actions shall not become effective at be binding upon the end of the Notice Period if the Breaching allegedly breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment the actions that it may need to take to cure such breach. The allegedly breaching Party shall have ninety (90) days either to cure such breach or, if such breach the cure cannot be cured reasonably effected within such ninety (90) day period, to deliver to the Notice Periodnonbreaching Party a plan for curing such breach which is reasonably sufficient to effect a cure. Following delivery of such plan, if the Breaching breaching Party commences actions shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. (b) If the Party receiving notice of breach fails to cure such breach within the Notice Period ninety (90) day period, or if the proposed corrective plan or the actions being taken to carry it out are not commercially practicable, the nonbreaching Party may give notice of termination of this Agreement upon thirty (30) days advance written notice. Such notice shall effectively terminate this Agreement upon expiration of such thirty (30) day period, subject to Section 13.3(c). (c) If a Party gives notice of termination under this Section 13.3, and thereafter diligently continues the other Party disputes whether such actionsnotice was proper, or the Parties disagree as to whether the breaching Party has cured such breach within the applicable time period under Section 13.3(a), (ii) with respect or if the proposed corrective plan or the actions being taken to any alleged breach by AbbVie carry it out are not commercially practicable, then the issue of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in whether this Section 12.2.1(a) Agreement has been terminated shall be tolled until the final resolution resolved in accordance with ARTICLE 14. If, as a result of the dispute through such dispute resolution procedureprocess, it is determined that the notice of termination was proper and if that the dispute is finally resolved against breaching Party failed to cure such breach within the Party allegedly in material breachapplicable time period under Section 13.3(a), any remainder then such termination shall be deemed to have been effective upon expiration of the applicable cure time period provided in Section 13.3(b). If, as a result of such dispute resolution process, it is determined that the notice of termination was improper, or the proposed corrective plan or the actions being taken to carry it out are commercially practicable, then no termination shall commence upon such final resolution. It is understood that termination pursuant to have occurred and this Section 12.2.1 Agreement shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesdeemed to have remained in effect. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but A party shall have the right to terminate this Agreement solely before the end of the Term upon written notice to the other party if such other party is in material breach of this Agreement and has not cured such breach within 60 days (or 30 days with respect to any payment breach) after notice from the terminating party requesting cure of the breach. Any such termination shall become effective at the end of such 60-day (or 30-day with respect to any payment breach) period unless the breaching party has cured such breach prior to the end of such period. Any right to terminate under this Section 10.2(a) shall be stayed and the cure period tolled in the event that, during any cure period, the party alleged to have been in material breach shall have initiated dispute resolution in accordance with Article 12 with respect to the country(iesalleged breach, which stay and tolling shall continue until such dispute has been resolved in accordance with Article 12. (ii) In the event of material breach of this Agreement by Cidara that is not cured within the applicable notice period set forth in Section 10.2(a)(i) or Included Targets is not curable (in each case, including as determined or agreed pursuant to dispute resolution in accordance with Article 12), Mundipharma, at its sole discretion, may either: (1) terminate this Agreement in accordance with Section 10.2(a)(i) (in addition to pursuing any remedy that may be available to Mundipharma at law or in equity as a result of Cidara’s breach of this Agreement); or (2) elect (A) not to terminate this Agreement, (B) to retain the License, subject to all terms and conditions hereof, and (C) pursue any remedy that may be available to Mundipharma at law or in equity as a result of Cidara’s breach of this Agreement, without prejudice to Mundipharma’s right to terminate this Agreement at a later date pursuant to Section 10.2(a)(i) (for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1or any other uncured material breach of this Agreement by Cidara) or more Included Target(s) pursuant to Section 10.3; provided, however, that to the extent that Development Milestone Payment 1 has not been fully credited against royalties payable by Mundipharma hereunder or otherwise repaid in full in accordance with Section 5.3, any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Unionremaining amount not already credited or repaid shall become immediately due and payable.

Material Breach. (a) If In the event that either Party (the “Breaching Party”) materially breaches any shall be in material breach of its material obligations under this Agreement, in addition to any other right and or remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; providedprovided that if the material breach relates to one or more, but not all, of the countries in the Territory, the Non-Breaching Party may terminate this Agreement solely with respect to the countries where the material breach occurs (each, a “Terminated Territory”); provided further that (i) the termination shall not become effective at the end of the Notice Period if if: (a) the Breaching Party cures the breach specified in the Termination Notice during the Notice Period Period; or (or, other than with respect to a payment breach, if b) capable of being cured but such breach cannot be cured within the Notice Period, if Period but the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged and then cures the breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery following the end of the Notice Period; provided further, to the extent that any such notice termination is in connection with an alleged breach of Section 5.2 (Diligence), Licensor may only terminate if such material breach is directly related to AbbVie the Licensed Product in the United States (without limiting Licensor’s right to discuss terminate for material breach under any other provision). Notwithstanding the foregoing, if the Breaching Party reasonably and in good faith such alleged disputes whether there has been a material breach, which discussions must be concluded before Morphic the Breaching Party may issue any Termination Notice contest the claim of breach in accordance with respect to such alleged breach Section 14.6 (for clarityDispute Resolution), and the Notice Period shall not commence prior to toll until the conclusion Dispute Resolution has been completed, it being understood and acknowledged that, during the Notice Period, including any tolling of such good faith discussions the Notice Period, all of the terms and conditions of this Agreement shall remain in effect, and the subsequent issuance Parties shall continue to perform all of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material their respective obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European UnionAgreement.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Either Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have effective upon written notice to the right to terminate other Party, if the other Party (the “Breaching Party”) materially breaches this Agreement solely with respect to the country(ies) or Included Targets for which and after receiving written notice identifying such material breach and failure in reasonable detail, fails to cure appliessuch breach within (a) 90 days for all breaches other than as set forth in clause (b), or (b) 30 days for a payment breach; provided that if such uncured material breach other than a payment breach is with respect reasonably capable of being cured, but not reasonably capable of being cured within such 90-day period, then the cure period may be extended by written agreement of the Parties. If the Parties reasonably and in good faith disagree as to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate whether there has been a material breach of this Agreement or whether a material breach has been cured, then the Breaching Party may contest the allegation in accordance with respect the dispute resolution terms set forth in Section 16.3 (Dispute Resolution) and the applicable cure period will toll upon the initiation of such dispute resolution procedures. If, as a result of such dispute resolution process, it is -49- ACTIVE/130546626.2 ​ ​ ​ finally determined that the Breaching Party committed a material breach of this Agreement or failed to cure a material breach of this Agreement, then the applicable cure period will resume and unless such Included Target(s) in all countries alleged breach was cured during the pendency of such cure period (once resumed), this Agreement will terminate effective as of the European Unionexpiration of such cure period. If, as a result of such dispute resolution proceeding, it is determined that the Breaching Party did not commit such material breach or such material breach was cured in accordance with this Section 14.2.2 (Material Breach), then no termination of this Agreement will be effective, and this Agreement will continue in full force and effect.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other a Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one (1) or more of its material obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one (1) or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such material breach, or fails to take steps as would be considered reasonable to effectively cure such material breach, within ninety (90) days after receipt of the Default Notice, or if such compliance cannot be fully achieved within such ninety (90)-day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party. If the Breaching Party disputes that it has materially breached this Agreement, such dispute shall be resolved pursuant to Section 13.7 (Dispute Resolution), and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the is determined to be in material breach specified in the Termination Notice during the Notice Period (ora “Breach Determination”), other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, then if the Breaching Party commences fails to complete the actions specified by the Breach Determination to cure such material breach within the Notice Period and thereafter diligently continues ninety (90) days after such actions)ruling, (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of if such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach compliance cannot be fully achieved within such ninety (90) day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably remedied by possible, then the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic Non-Breaching Party may terminate this Agreement with respect upon written notice to such Included Target(s) in all countries of the European UnionBreaching Party.

Material Breach. Either Party (athe “Non-Breaching Party”) If either shall have the right to terminate this Agreement in its entirety or on a Program-by-Program, Collaboration Product-by-Collaboration Product, or country-by-country basis, upon written notice to the other Party if such other Party (the “Breaching Party”) materially breaches an obligation under this Agreement and has not cured such breach within sixty (60) days (forty-five (45) days with respect to any payment breach) after notice of such breach from the non-breaching Party; provided, that if such breach is not reasonably capable of cure within such sixty (60) day period, but is capable of cure within one hundred twenty (120) days from such notice, the Breaching Party may submit, within thirty (30) days of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such sixty (60) day period, and, upon such submission, the sixty (60) day cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breach in accordance with the cure plan, but for no more than one hundred twenty (120) days in total. Notwithstanding the foregoing, if the Breaching Party disputes that it has materially breached one or more of its material obligations under this Agreement, in addition the dispute shall be resolved pursuant to any other right and remedy either Section 14.3 or Section 14.5, at the other Party (the “Non-Breaching Party”’s election. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one (1) may haveor more of its obligations under this Agreement, then if the Breaching Party fails to complete the actions specified by such adverse ruling to cure such material breach in accordance with any procedures or timeframes established by the tribunal, then the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party and specifying the Party. Material breach and its claim of right to terminate; providedshall include, that without limitation, (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to Cue, a payment breachmaterial breach of (A) its obligations under Section 2.9, if such (B) its obligation to use Commercially Reasonable Efforts to perform its specified obligations under each Research Plan pursuant to Section 4.1, (C) its obligations to use Commercially Reasonable Efforts to Develop a Collaboration Product in the United States pursuant to Section 4.6(b), (D) its obligations under Section 15.6(d) (including termination by LGC under Section 15.6(d)(ix)) or breach cannot be cured within by Transferee thereof, (E) any use by Transferee of Data or LGC Technology in breach of this Agreement, and (F) termination of the Notice Period, if the Breaching Party commences actions to cure such Einstein License Agreement (other than a breach within the Notice Period and thereafter diligently continues such actionsby LGC of Exhibit K), (ii) with respect to any alleged LGC, a material breach by AbbVie of (A) its diligence obligation to use Commercially Reasonable Efforts to perform its CMC Development obligations set forth in pursuant to Section 5.2 6.3 or Section 5.7.26.6 or to perform its technology transfer obligations pursuant to Section 6.9, Morphic shall first provide written notice thereof (B) its obligation to AbbVie and use Commercially Reasonable Efforts to perform its specified obligations under each Research Plan pursuant to Section 4.1 or (C) its obligations to use Commercially Reasonable Efforts to Develop a Collaboration Product in the Parties shall meet within [***] after delivery of such notice Major LGC Territory Countries pursuant to AbbVie to discuss in good faith such alleged breachSection 4.6(a), which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1each Party, the other Party’s bankruptcy under Section 13.2(c) or more, but not all, of the countries in the Territory for which it has diligence obligations patent challenge under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union13.2(d).

Material Breach. (a) If either Party (the ““ Non-Breaching PartyParty ”) believes that the other Party (the “ Breaching Party ”) has materially breaches any breached one or more of its material obligations under this Agreement, in addition to any other right and remedy then the other Party (the “Non-Breaching PartyParty may deliver notice of such material breach to the Breaching Party (a “ Default Notice ”). The Parties agree that termination pursuant to this Section 12.2 is a remedy to be invoked only if the breach cannot be adequately remedied through a combination of specific performance and the payment of money damages. In that regard, if the money damages payable under this Agreement by reason of a breach were materially limited by reason of Section 11.6 (for reasons other than the exclusion for punitive damages), it shall be assumed that the payment of money damages was not an adequate remedy for the reach unless the breaching Party elects to waive the protections of Section 11.6 (other than with respect to punitive damages) may haveand pay the resulting amounts. If the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that the Company treats as private or confidential. These redacted terms have been marked in this Exhibit with three asterisks [***]. take steps as would be considered reasonable to effectively cure such breach, within [***] days after receipt of the Default Notice, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party. If the Breaching Party and specifying disputes that it has materially breached one of its material obligations under this Agreement, the breach and its claim of right dispute shall be resolved pursuant to terminate; providedSection 13.6. If, that (i) the termination shall not become effective at the end as a result of the Notice Period application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its material obligations under this Agreement (an “ Adverse Ruling ”), then if the Breaching Party cures fails to complete the breach actions specified in by the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions Adverse Ruling to cure such material breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] days after delivery of such notice to AbbVie to discuss in good faith ruling, or if such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach compliance cannot be fully achieved within such [***]- ([***]) day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably remedied by possible, then the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic Non-Breaching Party may terminate this Agreement with respect upon written notice to such Included Target(s) in all countries of the European UnionBreaching Party.

Material Breach. (a) If either Upon any material breach of this Agreement by a Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement), in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, will have the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or moreright, but not allthe obligation, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, or if the breach relates to one or more but shall have not all Products and/or countries, with respect to such Products and/or countries, upon written notice of termination to the right other Party, provided that such termination will not be effective if such material breach has been cured within [***] ([***]) after written notice has been given by the Non-Breaching Party to the Breaching Party of the applicable material breach, and, further provided that, the Non-Breaching Party may, by notice to the Breaching Party, designate a later date for such termination in order to facilitate an orderly transition of activities relating to all Products for the GSK Territory. Any such notice of breach will, in each case, (i) expressly reference this Section ‎11.3; (ii) reasonably describe the alleged material breach which is the basis of such notice; and (iii) clearly state the Non-Breaching Party’s intent to terminate this Agreement solely with respect to if the country(ies) or Included Targets alleged material breach is not cured within the applicable cure period. Notwithstanding the foregoing, if such material breach, by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period will be extended if the Breaching Party provides a written plan for which curing such material breach to the Non-Breaching Party and failure uses Commercially Reasonable Efforts to cure appliessuch material breach in accordance with such written plan; provided that if no such uncured material breach is with respect to one extension will exceed an additional [***] (1[***]) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries without the prior written consent of the European UnionNon-Breaching Party.

Material Breach. (ai) If either Either Party (may terminate the “Breaching Party”) materially breaches any Agreement on a Target-by-Target basis in the event of an uncured material breach by the other Party of its material obligations under this AgreementAgreement (other than a breach by Spark of any payment obligation or Diligence Obligation (defined below) hereunder) with respect to such Target, in addition each case, by giving written notice to any other right and remedy the other Party (specifying the “Non-Breaching Party”) may have, nature of the Non-Breaching material breach. If such breach has been cured by such breaching Party may terminate this Agreement by providing within [***] (after the “Notice Period”) prior written date of such notice (the “Termination NoticeCure Period”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided), that (i) the such termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if occur. If such breach canhas not be been cured by the breaching Party within the Notice Cure Period, if then the Breaching non-breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant entitled to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(sTarget with immediate effect upon delivery to the breaching Party of a written notice of termination; provided, however, that if the Party accused of materially beaching notifies the accusing Party in writing (i) within the Cure Period, that the accused Party disputes that it is in material breach, or (ii) within [**] after delivery by the accusing Party of a termination notice following the expiration of the Cure Period, based on the accused Party’s failure to cure a material breach, the accused Party contends that it cured such material breach within the Cure Period and, in either such case, initiates the dispute resolution procedure set forth in ARTICLE 12 (Dispute Resolution) within such Cure Period or such [**] period (as applicable), then no such termination shall become effective until a final, binding determination pursuant to ARTICLE 12 (Dispute Resolution) that the accused Party was in material breach and failed to cure such material breach during the Cure Period. (ii) Selecta may terminate this Agreement on a Target-by-Target basis with respect to the applicable Target, in the event of an uncured breach by Spark of any of its payment obligations under this Agreement with respect to such Target (excluding Spark’s obligations to make Scheduled Payments in accordance with Section 6.1 (Scheduled Payments)) by giving written notice to Spark specifying the nature of the breach. If such breach has been cured by Spark within [**] of such notice in the case of a payment breach (the “Payment Cure Period”), such termination shall not occur. If such breach has not been cured by Spark within the Payment Cure Period, then Selecta shall be entitled to terminate this Agreement with respect to such Target with immediate effect upon delivery to Spark of a written notice of termination; provided, however, that if Spark notifies Selecta in writing within the Payment Cure Period that Spark disputes that it is in breach of a payment obligation and initiates the dispute resolution procedure set forth in ARTICLE 12 (Dispute Resolution) within such Payment Cure Period, then no such termination shall become effective until [**] after a final, binding resolution of such dispute (and determination of the full amount due to Selecta) pursuant to ARTICLE 12 (Dispute Resolution); provided that, if Spark pays Selecta the full amount due within such [**] period, such termination shall not occur. If Selecta terminates this Agreement with respect to a Target pursuant to this Section 9.2(b)(ii) and Spark subsequently breaches any of its payment obligations under this Agreement with respect to a second Target (excluding Spark’s obligations to make Scheduled Payments in accordance with Section 6.1 (Scheduled Payments)), then Selecta will be entitled to terminate this Agreement with respect to such Target or in its entirety, subject to the notice and cure period set forth above. (iii) Selecta may terminate this Agreement, on a Target-by-Target basis with respect to the applicable Target, in the event of an uncured material breach by Spark of its obligations under Section 3.2 (Development Diligence) or Section 4.1 (Commercial Diligence) with respect to such Target (“Diligence Obligations”) in (1) the United States if such breach relates to the United States, (2) the European Union if such breach relates to the European Union, (3) Japan if such breach relates to Japan and (4) in all countries of other than Japan if such breach relates to both the United States and the European Union, in each case by giving written notice to Spark specifying the nature of the breach. If such breach has been cured by Spark within [**] of such notice in the case of a breach of Diligence Obligations (the “Diligence Cure Period”), such termination shall not occur. If such breach has not been cured by Spark within the Diligence Cure Period, then Selecta shall be entitled to terminate this Agreement with respect to such Target and such jurisdiction(s) with immediate effect upon delivery to Spark of a written notice of termination; provided, however, that if Spark notifies Selecta in writing within the Diligence Cure Period that Spark disputes that it is in breach of its Diligence Obligations and initiates the dispute resolution procedure set forth in ARTICLE 12 (Dispute Resolution) within such Diligence Cure Period, then no such termination shall become effective until a final, binding determination pursuant to ARTICLE 12 (Dispute Resolution) that Spark was in material breach and failed to cure such material breach during the Diligence Cure Period.

Material Breach. (a) If either Party (In the “Breaching Party”) materially breaches any event of its a material obligations under breach of this Agreement, in addition the non-breaching Party shall have the right to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in its entirety (if the breach is material to the Agreement as a whole) by providing written notice to the breaching Party specifying the nature of such breach in reasonable detail. Such termination shall become effective [***] (days from receipt of such notice by the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; providedbreaching Party, except that (i) the termination such period shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery days in the event the basis of the alleged material breach is a failure to make payment(s) under this Agreement, unless the breaching Party has cured such breach within such [***] or [***] day period (as applicable). Notwithstanding the foregoing: (a) except in the event the basis of the alleged material breach is a failure to make payment(s) under this Agreement, such [***]-day cure period shall be extended for an additional [***] days or such longer period as is reasonably required to cure such breach if the breaching Party is employing ongoing, good faith efforts to cure such alleged material breach; (b) in the event the basis of the alleged material breach is a failure to make payment(s) under this Agreement and the alleged breaching Party (i) notifies the non-breaching Party, during such thirty (30)-day cure period, of a bona fide dispute regarding whether such payment(s) are due; and (ii) pays the undisputed portion of such notice to AbbVie to discuss in good faith payment(s) on or before providing such alleged breachnotice, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the [***]-day cure period set forth in this Section 12.2.1(a) shall be tolled until the final pending resolution of the dispute through such dispute resolution procedurepursuant to clause 8.5, and if in the event the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort ; and may be invoked if (c) in the breach cannot be reasonably remedied by event the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, basis of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured alleged material breach is with respect other than a failure to one (1make payment(s) or more Included Target(s) in any Major European Market, Morphic may terminate under this Agreement with respect and the alleged breaching Party notifies the non-breaching Party, during such [***]-day cure period, of a bona fide dispute regarding the alleged breach, such [***]-day cure period shall be tolled pending resolution of such dispute pursuant to clause 8.5, and in the event the dispute is finally resolved against the Party allegedly in material breach, the applicable cure period shall commence upon such Included Target(s) in all countries of the European Unionfinal resolution.

Material Breach. (ai) If either Subject to and without limiting ‎Section 4.02‎(e), in the event of a material breach by a Party (the “Breaching Party”) materially breaches ), any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the a “Non-Breaching breaching Party”) may have, shall provide written notice to the Breaching Party as soon as reasonably practicable after the Non-breaching Party becomes aware of the occurrence of such material breach, which notice shall contain a description of such material breach in reasonable detail (a “Notice of Material Breach”). The failure or delay of a Non-breaching Party in delivery of a Notice of Material Breach shall not be deemed a waiver of any rights of such Non-breaching Party unless and to the extent such failure or delay materially and adversely affects the Breaching Party’s ability to cure such material breach. (ii) The Breaching Party shall have the automatic right during the ninety (90) day period following receipt of a Notice of Material Breach to cure such material breach (the “Initial Cure Period”). Any efforts by the Breaching Party to cure shall not be deemed an admission that the Breaching Party has committed a material breach. If the Breaching Party has promptly and diligently taken reasonable steps to cure but such cure has not been completed within the Initial Cure Period, then the period to cure shall be extended for a commercially reasonable time not to exceed a further thirty (30) days to enable such cure to be completed (the “Extended Cure Period”), provided that, the cure period shall not be extended if, notwithstanding all reasonable efforts, such cure could not be effected within the Extended Cure Period. (iii) If the Breaching Party disputes that a material breach has occurred, or if a cure is not possible within the Initial Cure Period (or, if applicable, the Extended Cure Period), then senior management representatives of the Parties shall meet, no later than fifteen (15) days following delivery of written notice from one Party to the other Parties requesting such meeting, to attempt to resolve such Dispute. The Parties agree to use all reasonable efforts to fully resolve the Dispute and to find a cure within the Initial Cure Period (or, if applicable, the Extended Cure Period). The Parties may extend the duration of such dispute resolution proceedings for such period of time as may be mutually agreed in writing. If the Parties have not resolved such Dispute by the end of thirty (30) days following the written notice requesting a dispute resolution meeting of senior management, then a Non-breaching Party may terminate this Agreement by providing [***] delivering written notice to such effect to the Breaching Party (the “Notice Periodof Termination”) prior written notice (the “Termination Notice”) to ), but the Breaching Party and specifying shall be entitled to commence a Dispute under the applicable dispute resolution clause herein to determine if a material breach and its claim of right has occurred. Termination shall be without prejudice to terminate; provided, that any other rights or remedies to which any Party may be entitled under this Agreement or applicable Law. (iiv) If the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect is due to a payment GE Aviation’s material breach, if such breach cannot be cured within the so specified by ADGTJV, upon a Notice Periodof Termination of this Agreement, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to GE Aviation shall promptly stop work under any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery POs outstanding as of such notice to AbbVie to discuss date as directed in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach the notice. (for clarity, v) If the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in due to ADGTJV’s material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but GE Aviation shall have the right to terminate promptly stop work under any POs outstanding as of such notice date and ADGTJV shall not place further subcontracts/orders in respect of any such outstanding POs. (vi) This Agreement may not be terminated for any reason other than as expressly set forth in this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union‎Section 4.02.

Material Breach. (a) If Subject to the provisions of this Section 13.3, either Party may terminate this Agreement based on the uncured material breach of the other Party. If a Party commits a breach of this Agreement (the “Breaching Party”) materially breaches any of its material obligations under this Agreement), in addition to any other right and remedy the other Party (the “Non-Breaching Party”) shall provide written notice of such breach to the Breaching Party. Upon receipt of a notice of breach, the alleged breach, if disputed in good faith by the alleged Breaching Party, shall be referred to the senior executive officers for each Party for attempted resolution by good faith negotiations within [ * ] after notice is received by the Breaching Party. If, at the end of such [ * ] period the senior executive officers designated by the Parties are not able to resolve such dispute, the Breaching Party shall have ninety (90) days within which to cure such breach. In the event the breach is capable of being cured, but cannot be reasonably cured in such ninety (90) day period, then the Breaching Party shall have such additional time as is necessary (not to exceed an additional ninety (90) days, unless otherwise extended at the Non- Breaching Party’s discretion) to cure the breach, provided: (i) the Breaching Party has submitted a commercially reasonable plan that, if successfully carried out, would be effective in curing such breach; and (ii) the Breaching Party diligently pursues completion of such plan thereafter. In the event there is a bona-fide dispute regarding the existence of a breach (after completion of the [ * ] negotiation period described above), the materiality of a breach, the ability of the Breaching Party to cure a breach or whether a breach has been cured, either Party may haveinvoke the provisions of Section 14.2(b) of the Collaboration Agreement. The Parties agree to use reasonable and good faith efforts in cooperating with the Breaching Party’s attempts to cure a material breach. During the resolution of any dispute under this Section 13.3 of this Agreement, the terms and conditions of this Agreement shall remain in effect and each Party shall continue to perform its obligations under this Agreement and Collaboration Agreement, as applicable, and the effectiveness of any remedy shall be tolled until such dispute is resolved. If an alleged material breach is found to be a non-material breach, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedureentitled to damages, equitable relief, attorneys’ fees and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or morecourt costs, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European UnionAgreement.

Material Breach. (a) If either In the event that a Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Nonnon-Breaching breaching Party may terminate this Agreement by providing notice to the other Party by providing [**] days’ prior written notice ([*] days’ prior written notice if the material breach is a failure to pay an amount due and payable under this Agreement) (such applicable timeframe, the “Notice Period”) prior written ), such notice (the “Termination Notice”) to the Breaching Party and specifying specify the breach and its the notifying Party’s claim of right to terminate; provided, provided that (ia) the termination shall not become effective at the end of the Notice Period if the Breaching breaching Party cures the breach specified in the Termination Notice termination notice during the Notice Period (or, other than with respect to a payment breach, if such breach default cannot be cured within the Notice Period, if the Breaching breaching Party commences material actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iiib) if either Party initiates a dispute resolution procedure under Section 13.5 12.5.1 within the Notice Period [*] days after delivery of a termination notice to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) 11.2.1 shall be tolled until and the termination shall become effective (i) with respect to any breach that is capable of being cured, if the breaching Party does not implement the remedy for such breach determined by the Arbitrators through such dispute resolution procedure within the timeframe established by the Arbitrators or (ii) with respect to any breach that is not capable of being cured, upon the final resolution of the dispute through such dispute resolution procedureif the Arbitrators grant the terminating Party’s request to terminate, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (bc) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic UroGen shall not have the right to terminate this Agreement for Allergan’s material breach [*]; provided, that in its entiretyevent of subsection (c), but shall if UroGen would otherwise have the right to terminate this Agreement solely with respect pursuant to this Section 11.2.1, any and all royalty payment obligations under this Agreement from UroGen to Allergan resulting from the sale of any Oncology Product shall be reduced by [*] to the country(ies) or Included Targets for which extent such material breach obligations accrue following the date of UroGen’s notice (or, in the event Allergan disputes such allegation of breach, the date such dispute is resolved in UroGen’s favor but retroactively applicable to all sales made following the date of UroGen’s notice). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and failure filed separately with the Securities and Exchange Commission pursuant to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries Rule 406 of the European UnionSecurities Act of 1933, as amended.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, Without prejudice and in addition to any other right and contractual remedy the other non-breaching Party (the “Non-Breaching Party”) may havehave under this Agreement, the such Non-Breaching Party may terminate this Agreement by providing [***] in writing, in its entirety or on a country-by-country basis in the Licensed Territory, if the other Party commits a material breach of this Agreement (the “Notice PeriodBreaching Party”) prior by providing written notice (the “Termination Notice”) to the Breaching Party, which notice will, in each case (A) expressly reference this Section 21.2, (B) reasonably describe the alleged breach which is the basis of such termination, and (C) clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the applicable cure period set forth in the notice, which cure period will not in any event be less than [ ] (or for material breaches of payment obligations, [ ]) after such written notice of the breach is received by the Breaching Party. Notwithstanding the foregoing, (1) if such material breach, by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period will be extended if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party and specifying the uses Commercially Reasonable Efforts to cure such breach and its claim of right to terminatein accordance with such written plan; provided, however, that no such extension will exceed [ ] without the written consent of the Non-Breaching Party; and (i2) if the Breaching Party disputes (x) whether it has materially breached this Agreement, (y) whether such material breach is reasonably curable within the applicable cure period, or (z) whether it has cured such material breach within the applicable cure period, the dispute will be resolved pursuant to Section 24.1, this Agreement may not be terminated, Apollomics may not elect its option under Section 22.2 and the Parties shall continue to perform all of their respective obligations hereunder during the pendency of such dispute resolution procedure. The termination shall not or Apollomics’ election pursuant to Section 22.2 will become effective at the end of the Notice Period if applicable cure period unless the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of during the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesperiod. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union.

Material Breach. Subject to the other terms of this Agreement, this Agreement and the rights granted herein may be terminated by either Party (a) If either on a Program-by-Program basis prior to Celgene’s exercise of its Option for such Program, for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole (each, a “Material Breach”) by the other Party of this Agreement with respect to such Program, or (b) on a Program-by-Program basis after Celgene’s exercise of its Option for such Program, if a Development & Commercialization Agreement for such Program is terminated for Material Breach by a Party; provided in each of (a) or (b) that the breaching Party has not cured such breach within [**] after the date of written notice to the breaching Party of such breach (or [**] in the case of a breach as a result of non-payment of any amounts due under this Agreement or a Development & Commercialization Agreement, as applicable) (the “Breaching Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party”) materially breaches any of its material obligations under this Agreement, in addition ’s intention to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] with respect to a given Program, pursuant to this Section 11.3.1 with respect to such Program. For clarity, but subject to Section 11.3.2, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement with respect to a given Program for events described in subsections (a) or (b) of this Section 11.3.1 will run from the “Notice Period”) prior date that written notice (the “Termination Notice”) was first provided to the Breaching breaching Party and specifying by the breach and its claim non-breaching Party. Any such termination of right this Agreement with respect to terminate; provided, that (i) the termination a given Program under this Section 11.3.1 shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured any such breach or default prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, other than with respect to a payment breach, if such breach canis not be cured susceptible to cure within the Notice Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the Breaching breaching Party commences actions has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such breach within plan is acceptable to the Notice Period and thereafter diligently continues such actions)non-breaching Party, (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet breaching Party commits to and carries out such plan as provided to the non-breaching Party within [***] after delivery of such the date that written notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior was first provided to the conclusion breaching Party by the non-breaching Party. For the avoidance of such good faith discussions and the subsequent issuance doubt, termination of a Termination Notice by Morphicany particular Program(s) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 11.3.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to terminate (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(sany other Program(s) in all countries or (ii) any Development & Commercialization Agreement for any other Program. The Parties understand and agree that the totality of this Agreement with respect to a given Program, and the European Union[**].

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Supply Agreement upon a material breach (“Material Breach”) of this Supply Agreement or Supplier Quality Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) other Party, subject to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that following cure periods: (i) If the breach is a failure to timely remit any payment obligation, the breaching party shall have an opportunity to cure the breach with evidence of wire transfer within ten (10) business days of written notice. (i) If the breach is a violation of the confidentiality obligations the non-breaching party shall give notice and may elect the time period to cure or may determine that no cure period should be granted. (ii) If the breach is a violation of Article 14, Dispute Resolution; or Article 15, No Liability of Non-Parties; the breaching Party must cure the breach within five (5) business days of written notice. (iii) If the breach is (a) a failure to supply Product in the approximate amount (adjusted for yield and other factors affecting final production) set forth in a Purchase Order within ninety (90) days of the intended shipment, and not due to a supplier or delivery issue, or (b) a breach of the Supplier Quality Agreement in Exhibit B, the Parties agree said breach constitutes a Material Breach and is a ground for termination unless the breach (1) can be cured as set forth herein at 11.2 (B)(iv), (2) is excused by other provisions of this Supply Agreement; or (3) is due to causes attributable to COMPANY or another supplier. In such case, MST may cure the breach within forty five (45) days after written notice, or in the Neuropace-MST case of action required by COMPANY, within forty five (45) days after COMPANY has provided action needed for the cure. (iv) If the breach is a violation of any other provision of the Supply Agreement, and the agreement Section or Article does not prohibit termination for a breach, the breaching party shall have an opportunity to cure the breach within thirty (30) days of written notice. In the event the Parties agree that said breach cannot become effective at reasonably be cured with thirty (30) days, the Parties may agree in writing on a plan to remedy the breach within a reasonable time before the end of the Notice Period if the Breaching Party cures thirty (30) days of written notice of the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagescomplaining Party. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union.

Material Breach. (a) If Subject to the provisions of this Section 13.3, either Party may terminate this Agreement based on the uncured material breach of the other Party. If a Party commits a breach of this Agreement (the “Breaching Party”) materially breaches any of its material obligations under this Agreement), in addition to any other right and remedy the other Party (the “Non-Breaching Party”) shall provide written notice of such breach to the Breaching Party. Upon receipt of a notice of breach, the alleged breach, if disputed in good faith by the alleged Breaching Party, shall be referred to the senior executive officers for each Party for attempted resolution by good faith negotiations within [ * ] after notice is received by the Breaching Party. If, at the end of such [ * ] period the senior executive officers designated by the Parties are not able to resolve such dispute, the Breaching Party shall have ninety (90) days within which to cure such breach. In the event the breach is capable of being cured, but cannot be reasonably cured in such ninety (90) day period, then the Breaching Party shall have such additional time as is necessary (not to exceed an additional ninety (90) days, unless otherwise extended at the Non-Breaching Party’s discretion) to cure the breach, provided: (i) the Breaching Party has submitted a commercially reasonable plan that, if successfully carried out, would be effective in curing such breach; and (ii) the Breaching Party diligently pursues completion of such plan thereafter. In the event there is a bona-fide dispute regarding the existence of a breach (after completion of the [ * ] negotiation period described above), the materiality of a breach, the ability of the Breaching Party to cure a breach or whether a breach has been cured, either Party may haveinvoke the provisions of Section 14.2(b) of the Collaboration Agreement. The Parties agree to use reasonable and good faith efforts in cooperating with the Breaching Party’s attempts to cure a material breach. During the resolution of any dispute under this Section 13.3 of this Agreement, the terms and conditions of this Agreement shall remain in effect and each Party shall continue to perform its obligations under this Agreement and Collaboration Agreement, as applicable, and the effectiveness of any remedy shall be tolled until such dispute is resolved. If an alleged [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. material breach is found to be a non-material breach, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedureentitled to damages, equitable relief, attorneys’ fees and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or morecourt costs, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European UnionAgreement.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy believes that the other Party (the “Non"BREACHING PARTY") is in material breach of this Agreement (including without limitation any material breach of the representations or warranties made in SECTION 9.1 and SECTION 9.2 of this Agreement), then the non-Breaching Party”) may have, the Non-Breaching breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written deliver notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right material breach. For all breaches other than a failure to terminate; providedmake a payment, that (i) the termination shall not become effective at the end of the Notice Period if the allegedly Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect shall have * to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to either cure such breach within the Notice Period and thereafter diligently continues such actions)or, (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied effected within such * period, to deliver to the other Party within that period a plan for curing such breach, which may or may not be accepted by such other Party in such other Party's sole discretion. Such a plan shall set forth a program for achieving cure as rapidly as practicable. Following delivery of such plan, the Breaching Party shall use diligent efforts to carry out the plan and cure the breach as promptly as practicable. For any breach arising from a failure to make a payment, the * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as * . A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. allegedly Breaching Party shall have * to cure such breach. Notwithstanding the foregoing, if MedImmune reasonably and in good faith disputes whether a payment is due or the amount of money damagessuch payment, MedImmune shall have the right to pay to Avalon only the undisputed amount, and either Party shall have the right to initiate dispute resolution under ARTICLE 13 to determine whether the amount in dispute is payable. In such event, the disputed payment or amount thereof shall not be due until there is a final determination as to the amount that is payable by MedImmune, and interest shall be due on any amounts determined to have been payable to Avalon in accordance with the provisions of SECTION 5.2.7. (b) Notwithstanding Section 12.2.1(a), if any uncured An election of remedy by a Party for a material breach by AbbVie of any of its material obligations this Agreement under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) this SECTION 10.3 on one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic occasion shall not have the right constitute a waiver as to terminate any other remedy that may be available to such Party under this Agreement in its entirety, but shall have the right SECTION 10.3 as to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such any material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Unionon another occasion.

Material Breach. This Agreement may be terminated by a Party (a) If either Party (the “Breaching Party”) materially breaches any on a Program-by-Program basis prior to Celgene’s exercise of its IND Option for such Program, for the material obligations under this Agreement, in addition to any other right and remedy breach by the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate of this Agreement with respect to such Program, or (b) on a Program-by-Program basis after Celgene’s exercise of its IND Option for such Program, if a U.S. License Agreement or a Global License Agreement for such Program is terminated for material breach by providing the other Party; provided in each of (a) or (b) that the breaching Party has not cured such [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. breach within ninety (90) days after the date of written notice to the breaching Party of such breach (or thirty (30) days in the case of a breach as a result of non-payment of any amounts due under this Agreement) (the “Notice Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement with respect to a given Program, pursuant to this Section 11.2.1 with respect to such Program. For clarity, the Cure Period for any allegation made as to a material breach under this Agreement with respect to a given Program, for events described in Sections 11.2.1(a) prior or (b) will run from the date that written notice (the “Termination Notice”) was first provided to the Breaching breaching Party and specifying by the breach and its claim non-breaching Party. Any such termination of right this Agreement with respect to terminate; provideda given Program, that (i) the termination under this Section 11.2.1 shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured such breach prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, other than with respect to a payment breach, if such breach canis not be cured susceptible to cure within the Notice Cure Period, if the Breaching Party commences actions to cure then such breach within the Notice Cure Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within be extended for an additional [***] after delivery ([***]) days so long as the breaching Party continues to use commercially reasonable efforts to cure such material breach during such extension period. For the avoidance of such notice to AbbVie to discuss in good faith such alleged breachdoubt, which discussions must be concluded before Morphic may issue termination of any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphicparticular Program(s) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 11.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to terminate (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(sany other Program(s), or (ii) in all countries any U.S. License Agreement or Global License Agreement. The Parties understand and agree that the totality of this Agreement with respect to a given Program, and the totality of the European Unioncircumstances with respect to this Agreement with respect to a given Program, will be taken into account and assessed as a whole for purposes of determining whether a breach is material under this Agreement with respect to a given Program.

Material Breach. This Agreement may be terminated by a Party (a) If either Party (on a Collaboration Product-by-Collaboration Product basis for the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy breach by the other Party (of this Agreement with respect to such Collaboration Product; provided, however, that in the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate event of a material breach of this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than Immatics with respect to a payment breachgiven Initial BMS Product, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but BMS shall have the right to terminate this Agreement solely either with respect to such Initial BMS Product or in its entirety, in BMS’ discretion, or (b) in its entirety for the country(iesmaterial breach by the other Party that applies to the Agreement in general (and not specific to one or more Collaboration Products), provided that, in each case ((a) or Included Targets for (b), as applicable), the breaching Party has not cured such breach within [***] after the date of written notice to the breaching Party of such breach (or [***] in the case of a breach as a result of non-payment of any amounts due under this Agreement) (the “Cure Period”), which notice shall describe such material breach in reasonable detail and failure shall state the non-breaching Party’s intention to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) Collaboration Product (or, solely with respect to BMS as the non-breaching Party, in all countries its entirety, as applicable). For clarity, but subject to Section 11.2.2, the Cure Period for any allegation made as to a material breach under this Agreement with respect to a given Collaboration Product will run from the date that written notice was first provided to the breaching Party by the non-breaching Party. Any such termination of this Agreement under this Section 11.2.1 shall become effective at the end of the European UnionCure Period, unless the breaching Party has cured such breach prior to the expiration of such Cure Period, or, if such breach is not susceptible to cure within the Cure Period, then such Cure Period shall be extended for an additional [***] so long as the breaching Party continues to use reasonable efforts to cure such material breach during such extension period. For the avoidance of doubt, termination of this Agreement with respect to any particular Collaboration Product pursuant to this Section 11.2.1 shall not terminate this Agreement with respect to any other Collaboration Product.

Material Breach. If a Party: (a) If either Party materially breaches this Agreement in a manner which cannot be cured; (the “Breaching Party”b) materially breaches this Agreement in a manner that can be cured and a Party has failed to take steps to begin to cure within ninety (90) days following written notice of breach by the Party or Parties affected by the breach or is not diligently pursuing a cure thereafter; or (c) is subject to a petition for relief under any bankruptcy legislation, or makes an assignment for the benefit of its material obligations under this Agreementcreditors, in addition or is subject to any other right the appointment of a receiver for all or a substantial part of the Party’s assets, and remedy the other Party such petition, assignment or appointment is not dismissed or vacated within ninety (the “Non-Breaching Party”90) may havedays, then, on each such occasion, the Nonnon-Breaching breaching Party may terminate this Agreement by providing [***] shall have the right to exercise one or more of the following remedies: (the “Notice Period”x) prior upon written notice (by the “Termination Notice”) non-breaching Party to the Breaching breaching Party and specifying the breach and its claim within thirty (30) days of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence (if any) (assuming that the non-breaching Party has not already given such a notice upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be the occurrence of a remedy of last resort and may be invoked if the prior material, uncured breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(abreaching Party), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic non-breaching Party shall not have the right to terminate this Agreement seek monetary damages for such material breach within the limitations set forth in Section 12 hereof and/or equitable relief to prevent such material breach from continuing or occurring again in the future; and, at its entiretyoption, but the non-breaching Party shall have the right to terminate this Agreement solely with respect Agreement. Notwithstanding the foregoing, if Chembio shall be enjoined from supplying Licensed Products to Inverness because of a lawsuit regarding Intellectual Property Rights of a Third Party, or Inverness shall be enjoined from selling Licensed Products because of a lawsuit regarding Intellectual Property Rights of a Third Party, and such injunction shall in either case cause a material breach of this Agreement, the country(ies) or Included Targets non-breaching Party shall not have the right to seek monetary damages for which such material breach. Whenever a breach occurs and such breach can be cured in a timely manner, the non-breaching Party shall cooperate with the Party in breach and failure take reasonable steps (at the cost of the breaching Party) to allow the breaching Party to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Unionbreach.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy believes that the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate is in material breach of this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breachbreach of OMI’s obligations under Section 5.1, if which is governed by Section 10.4), then the non-breaching Party may deliver notice of such breach canto the other Party. In such notice the non-breaching Party will identify the actions or conduct that it wishes such Party to take for an acceptable and prompt cure of such breach (or will otherwise state its good faith belief that such breach is incurable); provided that such identified actions or conduct will not be cured within binding upon the Notice Period, if other Party with respect to the Breaching Party commences actions that it may need to take to cure such breach. If the breach within is curable, the Notice Period and thereafter diligently continues allegedly breaching Party will have [***] to either cure such actions)breach (except to the extent such breach involves the failure to make a payment when due, (ii) with respect to any alleged which breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet must be cured within [***] after delivery of following such notice to AbbVie to discuss in good faith such alleged breachnotice) or, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of if a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied effected within such [***] period, to deliver to the non-breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period. If the breaching Party fails to (i) cure such breach within the [***] period or (ii) use Commercially Reasonable Efforts to carry out the plan and cure the breach, the non-breaching Party may terminate this Agreement on a Product-by-Product basis by providing written notice to the payment of money damagesbreaching Party. (b) Notwithstanding Section 12.2.1(a)the foregoing, if any uncured material breach by AbbVie the allegedly breaching Party disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the non-breaching Party (the “Other Party”) of its material obligations under Section 5.2 orsuch dispute within such [***] period, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall Other Party will not have the right to terminate this Agreement in its entirety, but shall have the right to terminate accordance with this Section 10.3 unless and until it has been determined in accordance with Section 14.4 that this Agreement solely with respect to was materially breached by the country(ies) or Included Targets for which such material breach allegedly breaching Party and failure that Party fails to cure applies; provided such breach within [***] following such determination. It is understood and acknowledged that if during the pendency of such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Marketa dispute, Morphic may terminate all of the terms and conditions of this Agreement with respect will remain in effect and the Parties will continue to such Included Target(sperform all of their respective obligations hereunder. (c) in all countries This Section 10.3 will be subject to and will not limit the provisions of the European UnionSection 10.4 and Section 10.5.

Material Breach. (a) If In the event that either Party (the “Breaching Party”) materially breaches any commits a material breach of its material representations, warranties or obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement (a) on a Licensed Target by Licensed Target and country by country basis, to the extent that such material breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies) or (b) in its entirety only if such material breach fundamentally frustrates the objectives or transactions contemplated by this Agreement taken as a whole. If a Party elects to exercise such right to terminate, it shall do so by providing [***] written notice of the alleged breach (the “Notice Period”) prior written notice (the “Termination Noticeof Breach”) to the Breaching breaching Party. If such material breach pertains to the payment of undisputed amounts payable under this Agreement and remains uncured for thirty (30) days after the breaching Party’s receipt of such Notice of Breach or, if such material breach pertains to another material breach (other than for non-payment) and remains uncured for one hundred twcnty (120) days after the breaching Party’s receipt of such Notice of Breach, then the non-breaching Party may terminate this Agreement, as and specifying to the breach and its claim extent permitted in (a) or (b) above, on fifteen (15) days notice by giving a written notice of right termination (“Notice of Termination”) to terminatethe breaching Party; provided, however, that if such breach (iother than for non-payment) is not susceptible to cure within the termination initial 120-day period and the breaching Party uses continuous, diligent, good faith efforts to cure such breach, it shall not become effective at document such efforts by written notice to the non-breaching Party on or before the end of such 120- day period, and the stated cure period will be extended by an additional one hundred twenty (120) days. This Agreement shall be deemed terminated (as and to the extent permitted in (a) or (b) above) fifteen (1 5) days after the breaching Party’s receipt of such Notice Period if of Termination, unless the Breaching breaching Party cures has fully cured the breach specified in prior to the Termination Notice during expiration of such 15-day period. In the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within event that Trubion is the Notice Period, if the Breaching breaching Party commences actions and fails to cure any such material breach within the Notice Period and thereafter diligently continues such actions), (iiapplicable time period(s) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2above, Morphic shall first provide written notice thereof to AbbVie and Wyeth, within sixty (60) days after the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, expiration 01 the cure period set forth for such breach, may elect, in lieu of terminating this Agreement, by written notice to Trubion (a “Notice of Modification”), to modify the terms of this Agreement, as (and only to the extent) provided in Section 12.2.1(a9.8, on a Licensed Target-by-Licensed Target and country-by-country basis (but only to the extent such material breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies)), in which event, Wyeth shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant deemed to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of have waived its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement under this Section 9.5 with respect to such Licensed Target(s) in its entirety, but shall have the right to terminate this Agreement solely such country(ies) only with respect to the country(ies) or Included Targets for which such material breach and giving rise to such action under this Section 9.5. Notwithstanding the foregoing, a Party shall not be in breach of its obligations under this Agreement to the extent that such breach was caused by the other Party’s failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Unionperform its obligations hereunder.

Material Breach. (a) If In the event that either Party (the “Breaching Party”) materially breaches any commits a material breach of its material representations, warranties or obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement (a) on a Licensed Target by Licensed Target and country by country basis, to the extent that such material breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies) or (b) in its entirety only if such material breach fundamentally frustrates the objectives or transactions contemplated by this Agreement taken as a whole. If a Party elects to exercise such right to terminate, it shall do so by providing written notice of the alleged breach (the "Notice of Breach") to the breaching Party. If such material breach pertains to the payment of undisputed amounts payable under this Agreement and remains uncured for [***] after the breaching Party's receipt of such Notice of Breach or, if such material breach pertains to another material breach (other than for non-payment) and remains uncured for [***] after the “breaching Party's receipt of such Notice Period”of Breach, then the non-breaching Party may terminate this Agreement, as and to the extent permitted in (a) prior or (b) above, on [***] days notice by giving a written notice of termination (the “Termination Notice”"Notice of Termination") to the Breaching Party and specifying the breach and its claim of right to terminatebreaching Party; provided, however, that if such breach (iother than for non-payment) is not susceptible to cure within the termination initial [***] period and the breaching Party uses continuous, diligent, good faith efforts to cure such breach, it shall not become effective at document such efforts by written notice to the non-breaching Party on or before the end of such [***] period, and the stated cure period will be extended by an additional [***]. This Agreement shall be deemed terminated (as and to the extent permitted in (a) or (b) above) [***] after the breaching Party's receipt of such Notice Period if of Termination, unless the Breaching breaching Party cures has fully cured the breach specified in prior to the Termination Notice during expiration of such [***] period. In the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within event that Trubion is the Notice Period, if the Breaching breaching Party commences actions and fails to cure any such material breach within the Notice Period and thereafter diligently continues such actions), (iiapplicable time period(s) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2above, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet Wyeth, within [***] after delivery the expiration of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth for such breach, may elect, in lieu of terminating this Agreement, by written notice to Trubion (a "Notice of Modification"), to modify the terms of this Agreement, as (and only to the extent) provided in Section 12.2.1(a9.8, on a Licensed Target-by-Licensed Target and country-by-country basis (but only to the extent such material breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies)), in which event, Wyeth shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant deemed to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of have waived its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement under this Section 9.5 with respect to such Licensed Target(s) in its entirety, but shall have the right to terminate this Agreement solely such country(ies) only with respect to the country(ies) or Included Targets for which such material breach and giving rise to such action under this Section 9.5. Notwithstanding the foregoing, a Party shall not be in breach of its obligations under this Agreement to the extent that such breach was caused by the other Party's failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Unionperform its obligations hereunder.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Agreement by providing in its entirety immediately upon notice to the other Party if such other Party materially breaches this Agreement and has not cured such breach within [***] ([***]) [***] after notice of such breach from the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminatenon-breaching Party; provided, however, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach is capable of being cured but cannot be cured within such [***] ([***]) [***] period despite the Notice Periodbreaching Party’s efforts to do so, if and the Breaching breaching Party commences initiates actions to cure such breach within the Notice Period such period and thereafter diligently continues pursues such actions), (ii) with respect the breaching Party shall have such additional period as is reasonable in the circumstances to any alleged breach by AbbVie of its diligence obligations set forth cure such breach, provided that such additional period shall in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within no event exceed [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, [***]) [***]. Any dispute regarding the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance existence or materiality of a Termination Notice breach specified in a notice provided by Morphic) and (iii) if either a Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in accordance with this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure13(b)(i), and if the dispute is finally resolved against the Party allegedly in or whether a material breach, any remainder of breach has been cured within the applicable cure period shall commence upon such final resolutionperiod, will be resolved in accordance with the dispute resolution procedures described in Section 15(j) or Section 15(k). It is understood that No purported termination of this Agreement pursuant to this Section 12.2.1 13(b) shall take effect until the resolution of such dispute, and the period for cure of such alleged breach shall be a remedy of last resort and may be invoked if tolled during the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie pendency of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is dispute with respect to (i) one (1) or morean alleged breach. If it is ultimately determined that the breaching Party committed such material breach, but not all, of then the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not breaching Party will have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which cure such material breach and failure to cure applies; provided that if after such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries determination within the remainder of the European Unioncure period (or extended cure period as provided for herein) which will commence as of the date of such determination. Any termination by any Party under this Section 13(b) and the effects of termination provided herein shall be without prejudice to any damages or other legal or equitable remedies to which it may be entitled.

Material Breach. (a) If Immediately by written notice by either Party (if the “Breaching Party”) other Party materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy which breach remains uncured for ninety (90) Business Days measured from the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior date written notice (the “Termination Notice”) of such breach is given to the Breaching Party and specifying breaching Party, which notice shall specify the nature of the breach and demand its claim of right to terminate; cure, provided, however, that (i) if such breach is not capable of being cured within the termination stated period and the breaching Party uses commercially reasonable efforts to cure such breach during such period and presents a mutually agreeable remediation plan for such breach, this Agreement shall not become effective at terminate and the end cure period shall be extended for such period provided in the remediation plan as long as the breaching Party continues to use commercially reasonable efforts to pursue the cure as provided in such remediation plan. In the event the Parties dispute in good faith the existence of a material breach or a Party’s diligence in attempting to cure a material breach, termination of this Agreement shall not be deemed to occur unless and until such dispute has been referred for resolution in accordance with Clause 28 hereof, material breach of the Notice Period if the Breaching Party cures the Agreement or failure to make diligent efforts to cure such breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breachhas been established by an arbitration thereunder and, if such breach cannot can be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. or the taking of specific remedial actions, the breaching Party does not pay the amount so determined to be due within fifteen (b15) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie Business Days of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, receipt of the countries arbitration decision or otherwise diligently undertake and complete such remedial actions within the timeframe established by such arbitration decision. Notwithstanding anything to the contrary set forth herein, termination will not be deemed to relieve a defaulting Party from any liability arising from such default.; or the non-terminating Party makes any voluntary arrangement with its creditors or becomes subject to an administration order; or an order of a court is made to wind up the non-terminating Party or to place it under judicial management, or a resolution is passed by the members of such non-terminating Party for its winding up or liquidation; or the non-terminating Party ceases, or threatens to cease, to carry on business or becomes insolvent. There is a Change of Control in the Territory other Party. There is a Force Majeure uncured for more than three (3) months, which it has diligence prevents a Party from fulfilling its obligations under Section 5.2 orhereunder. Notwithstanding other provisions in this Agreement, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but Principal shall have the right to terminate this Agreement solely by written notice at its sole discretion in the event of the following circumstances: Distributor transfers, licenses, assigns, renounces or disposes of the Marketing Authorization(s) of the Products in any way without the prior written consent of Principal; or Distributor performs any action (including failure to maintain) that adversely affects the validity or scope or any other aspect of the Marketing Authorization(s) without the prior written consent of Principal; or Distributor engages in the promotion, distribution or sale of the Products outside of the Territory; or Distributor violates any Applicable Laws relating to anti-bribery or breaches the ethical obligations in Clause 15; or Distributor is in material breach of any terms or conditions of the Quality Agreement or the Safety Agreement, and does not cure the breach within thirty (30) Business Days after Principal's written request; or Distributor does not meet the Annual Minimum Order Quantities in any Calendar Year hereto attached in Exhibit A, unless attributed to the reason of insufficient supply from CMS with respect to the country(iesProducts, and does not cure this breach by making a payment of the Difference within the specified time set forth in Clause 7.2; or Distributor does not provide AOP or the Monthly Report within the respective specified time to Principal and does not cure the breach within thirty (30) Business Days after Principal’s written request. Distributor fails to fulfil the key requirements for management of any market in the Territory in respect of tendering, pricing and wholesaler management etc. In this event, Principal may, at its sole discretion, terminate this Agreement as a whole or Included Targets expressly restrict the termination to the service rights granted to the Distributor under this Agreement in the Territory; or Distributor breaches its obligation under Clause 2 of this Agreement; or Distributor obtains the Products from a person not authorised by Principal; or Distributor appoints any of its Affiliates or any other person to perform or assist in the performance of its rights and obligations under this Agreement or sub-license or offer to sub-license any or its rights under this agreement to a third party without Principal’s prior written consent; or Distributor violates any Applicable Laws in the course of marketing, distribution or sale of the Product; or Distributor is being investigated by any Governmental Authorities due to anti-corruption compliance reasons; or Distributor fails to make due payment to Principal, which is not cured within 30 Business Days after receiving written notice from Principal; or The Products are permanently withdrawn from the Territory. The Parties agree that in any event of termination under this Clause 23.3, Distributor shall not be entitled to receive any consideration or indemnity for goodwill whatsoever in relation to the termination of this Agreement Upon receipt of notice of termination of this Agreement, the Distributor shall furnish Principal with a detailed inventory of stock of the Products held at the date of such notice together with a projection of sales up to the effective date of termination. Within ten(10) Business Days following the effective date of termination, the Distributor shall furnish Principal with a statement, certified by the Distributor’s accountant or the accountant instructed by Principal at the sole discretion of the Principal, showing in detail the stock of the Products owned by the Distributor on the effective date of termination and the invoiced value thereof. The Distributor has the right to sell out these Products, at their own cost, during six (6) months after the effective date of termination of this Agreement (the “Agreed Sold-Out Period”), provided Principal decides not to purchase them back according to the following provisions and decides to permit the Distributor to continually sell out the remaining Products. Distributor shall not continually sell out the stocks after the Agreed Sold-Out Period, any fees and expenses which are connected with or result from the stocks remaining after the Agreed Sold-Out Period shall be borne by the Distributor. In the case that the Principle decides to purchase the remaining Products, Principle shall only repurchase the stocks which have a remaining shelf life of more than 33%, and the remaining stocks that have a remaining shelf life of less than 33% shall not be repurchased by Principal nor continually sold by Distributor. Principal may at its option repurchase the full stock or parts of the stock of the Products owned by the Distributor remaining after the effective date of termination at the Supply Price paid by the Distributor to Principal. The repurchase option may be exercised by Principal by sending a written notice to the Distributor at any time during a period of forty-five(45) Business Days after receipt by Principal of the accountant's certified statement referred to in Clause 24.2, during which period the Distributor will accord Principal's accredited representatives free access during normal business hours to the stock for the purposes of viewing and inspection. Delivery of the stock specified in the written notice (for pick-up by Principal or its designee at the Distributor's warehouse) shall be made within twenty (20) Business Days after the Distributor has received such notice. Arrangements for the shipment of such stock shall be made by Principal or its designee. Upon the expiration or termination of this Agreement for any reason: Distributor shall cease to promote, market or advertise the Products or make use of any of the Licensed Marks other than for the purpose of selling the Products to End Customers whose orders were accepted prior to the Termination Date; Distributor may continue to perform and discharge its contractual obligations to sell and supply Products to End Customers according to binding orders which Distributor had entered into prior to the Termination Date and none of the Parties shall be relieved from its obligations under the provisions of this Agreement to the extent that such obligations are required to be performed for the purpose of selling the Products to such End Customers; The expiry or termination of this Agreement shall not exempt any of the Parties from the obligation to pay the other Party any amount due at the time of expiry or termination hereof. the payment terms shall continue to apply to all outstanding unpaid invoices rendered by either Party and all invoices to be rendered by a Party in respect of Products ordered or services performed prior to the Termination Date but for which such material breach Party had not yet rendered an invoice as at the Termination Date; and failure to cure applies; provided that if such uncured material breach is Upon the expiration or termination of this Agreement, Distributor shall immediately return any documentation and/or material, including the essential document, final document, master file, or any other kind of registration documentation(including documents with respect to one (1Marketing Authorizations)in whatever form(including electronic form)with regard to the Product as well as any other document in whatever form(including electronic form) containing or more Included Target(s) in comprising Principal’s Confidential Information or other Intellectual Property with regard to such Product which is under the control of Distributor or Affiliates of Distributor, including copies thereof, to Principal without retaining any Major European Marketcopies thereof, Morphic may terminate unless the retention is required by the applicable laws or regulations. Subject as otherwise provided herein and to any rights or obligations which have accrued prior to the Termination Date, neither Party shall have any further obligation to the other under this Agreement. The provisions of Clauses 2, 15, 18, 21, 22, 24, 27, 28, 29, 30 and such other provisions of this Agreement with respect that by their nature are intended to such Included Target(s) survive shall survive the expiration or termination of this Agreement and shall continue in all countries of the European Unionfull force and effect.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one (1) or more of its material obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Breach Notice”). If (a) the Breaching Party does not dispute that it has committed a material breach of one (1) or more of its material obligations under this Agreement, and (b) either (i) the Breaching Party fails to cure such breach within [***] after receipt of the Breach Notice (“Breach Cure Period”), or (ii) a cure cannot be fully achieved within such Breach Cure Period and the Breaching Party has failed to commence to cure or has failed to use diligent efforts to achieve a full cure within the Breach Cure Period or as soon thereafter as is reasonably possible, then the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior in whole or in part upon written notice (the “Termination Notice”) to the Breaching Party and specifying Party, effective upon receipt by the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if Breaching Party. If the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss disputes in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to materially breached one (1) or more Included Target(sof its material obligations under this Agreement or that it has failed to timely or diligently cure such material breach, the Dispute shall be resolved pursuant to Section 15.7 and the Breach Cure Period shall be tolled until such dispute is so resolved. Upon a determination of material breach or failure to cure, the Breaching Party may have the remainder of the Breach Cure Period to cure such material breach. If such material breach is not cured within the Breach Cure Period, then absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate in whole or in part (i.e., for the Terminated Target or the Terminated Asset(s) in any Major European Marketthe applicable Terminated Territories), Morphic may terminate this Agreement with respect to such Included Target(s) in all countries effective as of the European Unionexpiration of the Breach Cure Period.

Material Breach. (a) If either any Party believes that another Party is in material breach of this Agreement, such Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “"Non-Breaching Party”") may haveshall give notice of such alleged breach to each Party which it believes to be in material breach (the "Breaching Party"), with a concurrent notice to the other Party. Such notice shall state with specificity the nature of the breach. If the Breaching Party either cures such breach within [ * ] of such notice or, if it is not possible to cure such breach within such [ * ] period, the Breaching Party commences diligent, good faith efforts to cure such breach during such [ * ] period and continues using such efforts for a prompt and successful cure of the breach, then the Non-Breaching Party shall have no further remedy except the right to recover money damages, if any, through arbitration pursuant to Article 17 of the Operating Agreement and to protect its rights in Confidential Information and intellectual property, either through arbitration or judicial relief. (b) If the Breaching Party does not cure the alleged breach as provided in Section 14.3(a), the Non-Breaching Party shall have the right to commence an arbitration pursuant to Article 17 of the Operating Agreement to either (i) seek specific performance of this Agreement and/or recover money damages, or (ii) seek to terminate this Agreement and exercise the rights of a non-defaulting Party set forth in Section 14.2(c) or 14.2(d) of the Operating Agreement (termination and dissolution of the LLC or purchase of the interest of the Defaulting Party). If the arbitrator determines that a material breach of this Agreement has occurred, the arbitrator shall order specific performance and/or the payment of money damages, unless the arbitrator determines either that such relief would be inadequate to compensate the Non-Breaching Party for the harm resulting from the breach or that in view of the circumstances then prevailing, the Breaching Party cannot provide adequate assurances that if this Agreement and the LLC were to continue, the Non-Breaching Party would in the future receive the benefits of its bargain set forth herein and therein. If the arbitrator makes a determination that specific performance and/or money damages would be inadequate or that the Breaching Party cannot provide such adequate assurances, then the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end make either of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations elections set forth in Section 5.2 14.2(c) or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic14.2(d) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesOperating Agreement. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Agreement for any material breach by providing the other Party, provided that the terminating Party gives the breaching Party written notice of such breach and the breach remains uncured after the expiration of [***] (the “Notice Period”) prior after such written notice (the “Termination Notice”) was given. Notwithstanding anything to the Breaching contrary herein, if the allegedly breaching Party and specifying the breach and its claim of right to terminate; provided, that in good faith either disputes (i) whether a breach is material or has occurred or (ii) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect alleged failure to a payment cure or remedy such material breach, if such breach cannot be cured and provides written notice of that dispute to the other Party within the Notice Periodabove time periods, if then the Breaching matter will be addressed under the dispute resolution provisions in Article 12, and the notifying Party commences actions may not terminate this Agreement until it has been determined under Article 12 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such that dispute resolution procedure. Further, and if where the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have giving the right to terminate is a failure to pay amounts due with respect only to a particular Licensed Product, the terminating Party may terminate this Agreement only with respect to the particular Licensed Product that is the subject of the breach (i.e., exclude that Licensed Product from the scope of the licenses granted to the breaching Party) and may not terminate the Agreement in its entirety. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European MarketMARKED BY BRACKETS, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European UnionHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Material Breach. (a) If either Party party believes that the other party has materially breached its obligations hereunder, then the non-breaching party (the “Breaching PartyAccuser”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written shall give notice (the “Termination Breach Notice”) to the Breaching Party breaching party (“Accused”), setting forth in detail the basis for the belief (“Accusation”) and specifying indicating that the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to Accused must cure such said breach within 30 days (“Cure Period”). (a) If the Notice Period and thereafter diligently continues such actions)Accused, (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breachdenies the Accusation, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, then the Notice Accused shall give notice within the Cure Period shall not commence prior to the conclusion Accuser demanding an arbitration of such good faith discussions whether there has been a material breach of this Agreement. Such arbitration shall be conducted in accordance with Section 11.7 hereof and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 parties agree, in good faith, to commence the arbitration within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution 60 days of the dispute through such dispute resolution procedure, Breach Notice and if participate in the dispute arbitration in a “time is finally resolved against the Party allegedly in material breach, any remainder essence of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesarbitration” basis. (b) Notwithstanding Section 12.2.1(aIf the Accused agrees with the Breach Notice and cures the Material Breach within the Cure Period, no further action will be required by either party. (c) If the Accused agrees with the Breach Notice, but the breach is not curable within the Cure Period and the Accused is making diligent efforts to cure the breach during the Cure Period (“Good Faith Cure Efforts”), if any uncured material the parties shall continue to operate under the terms and conditions of this Agreement. If after the exercise of such Good Faith Cure Efforts, the Accused shall be unable to cure the breach by AbbVie of any of its material obligations under Section 5.2 orwithin 60 days from the Breach Notice, if applicablethe Accuser shall, Section 5.7.2 is with respect in good faith, extend the time in which to (i) one (1) or morecure the breach, but not all, upon request of the countries Accused. In the event the Accuser does not extend the time in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach the breach, the Accused shall be entitled to arbitrate pursuant to Section 11.7 whether the Accused is with respect entitled to one (1) or more Included Target(s) an extension in any Major European Market, Morphic may terminate this Agreement with respect order to such Included Target(s) in all countries of cure the European Unionbreach.

Material Breach. (a) If either Party (believes that the “Breaching Party”) materially breaches any other is in material breach of its material obligations under this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party. In such notice the non-breaching Party shall identify the actions or conduct that it wishes such Party to take for an acceptable and prompt cure of such breach; provided that such identified actions or conduct shall not be binding upon the other Party with respect to the actions that it may need to take to cure such breach. The allegedly breaching Party shall have ninety (90) days to either cure such breach or, if cure cannot be reasonably effected within such ninety (90) day period, to deliver to the other Party a plan for curing such breach which the breaching Party believes is reasonably sufficient to effect a cure within a reasonable period; provided that the breaching Party must notify the non-breaching Party as soon as practicable after the breaching Party becomes aware that it will not be able to cure the breach within the ninety (90) day period. Following agreement to such plan by the other Party, such agreement not to be unreasonably withheld, the breaching Party shall use commercially reasonable efforts to carry out the plan and cure the breach. If the Party receiving notice of breach fails to cure such breach within the ninety (90) day period or the cure period identified in addition the proposed corrective plan, as applicable, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out is not commercially practicable, the Party originally delivering the notice may declare a breach hereunder upon thirty (30) days advance written notice. Subject to Section 9.3(b), such notice shall effectively terminate this Agreement upon expiration of such thirty (30) day period. (b) Notwithstanding the foregoing, if the allegedly breaching Party disputes in good faith the existence or materiality of any other right such breach, and remedy provides notice to the other Party (the “Non-Breaching Other Party”) may haveof such dispute within such ninety (90) day period, the Non-Breaching Other Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate accordance with this Section 9.3 unless and until it has been determined in accordance with Section 12.4 that this Agreement solely with respect to was materially breached by the country(ies) or Included Targets for which such material breach allegedly breaching Party and failure that Party fails to cure applies; provided such breach within ninety (90) days following such determination. It is understood and acknowledged that if during the pendency of such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Marketa dispute, Morphic may terminate all of the terms and conditions of this Agreement with respect shall remain in effect and the Parties shall continue to such Included Target(sperform all of their respective obligations hereunder. (c) in all countries This Section 9.3 shall be subject to and shall not limit the provisions of the European UnionSection 9.4 and Section 9.5.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached its obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement and fails to cure such breach within [ * ] days after receipt of the Default Notice, or if such breach is not capable of being cured during such [ * ]-day period, or the Breaching Party fails to commence actions within such [ * ]-day period to cure such breach and thereafter diligently continue such actions, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior in its entirety upon written notice (the “Termination Notice”) to the Breaching Party and specifying Party. In the breach and its claim event that after the receipt of right to terminate; provided, that (i) the termination shall not become effective at the end of the a Default Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. procedure under Section 13.5 10.8 within [ * ] days of receipt of the Default Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedureregarding the alleged material breach, then the cure period set forth in this Section 12.2.1(a) 9.2.1 shall be tolled until and the final resolution of termination shall become effective only if it is determined through the dispute through resolution procedures in Section 10.8 that the Breaching Party has committed a material breach of one or more of its material obligations under this Agreement and the Breaching Party fails to cure such dispute resolution procedurebreach within [ * ] days after the issuance of such determination, or if such breach is not capable of being cured during such [ * ]-day period, or the Breaching Party fails to commence actions within such [ * ]-day period to cure such breach and if thereafter diligently continue such actions. Notwithstanding the dispute is finally resolved against foregoing, the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood Parties agree that termination pursuant to this Section 12.2.1 shall be 9.2.1 is a remedy of last resort and may to be invoked only if the breach cannot be reasonably adequately remedied by through a combination of specific performance and the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union.

Material Breach. (a) If either Party (believes that the “Breaching Party”) materially breaches any other is in material breach of its material obligations under this Agreement, in addition then the non-breaching Party may deliver notice of such breach to any the other right Party. In such notice the non-breaching Party will identify the actions or conduct that it wishes such Party to take for an acceptable and remedy prompt cure of such breach (or will otherwise state its good faith belief that such breach is incurable); provided that such identified actions or conduct will not be binding upon the other Party (with respect to the “Non-Breaching Party”) actions that it may haveneed to take to cure such breach. If the breach is curable, the Nonallegedly breaching Party will have [***] days to either cure such breach (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within thirty (30) days following such notice) or, if a cure cannot be reasonably effected within such [***] day period, to deliver to the non-Breaching breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period. If the breaching Party fails to (i) cure such breach within the [***] day period (or 30 day as applicable) or (ii) use Commercially Reasonable Efforts to carry out the plan and cure the breach, the non-breaching Party may terminate this Agreement on an Option Target-by-Option Target basis or Option Product-by-Option Product basis by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesbreaching Party. (b) Notwithstanding Section 12.2.1(a)the foregoing, if any uncured material breach by AbbVie the allegedly breaching Party disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the non-breaching Party (the “Other Party”) of its material obligations under Section 5.2 orsuch dispute within such [***] day period, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall Other Party will not have the right to terminate this Agreement in its entirety, but shall have the right to terminate accordance with this Section 8.3 unless and until it has been determined in accordance with Section 11.4 that this Agreement solely with respect to was materially breached by the country(ies) or Included Targets for which such material breach allegedly breaching Party and failure that Party fails to cure applies; provided such breach within [***] days following such determination. It is understood and acknowledged that if during the pendency of such uncured material breach is with respect a dispute, all of the terms and conditions of this Agreement will remain in effect and the Parties will continue to one perform all of their respective obligations hereunder. (1c) or more Included Target(sUsing the same procedures set forth in paragraphs (a) in any Major European Marketand (b) of this Section 8.3, Morphic Regulus may terminate this Agreement with respect to such Included Target(s) in all countries if Regulus exercises its termination right under the Collaboration Agreement for Sanofi’s uncured material breach of the European UnionCollaboration Agreement.

Material Breach. (a) If either Party (believes that the “Breaching Party”) materially breaches any other Party is in material breach of its material obligations under this Agreement, in addition then such Party may deliver notice of such alleged breach to any other right and remedy the other Party (the “Non-Breaching Party”) may have. In such written notice, the Nonnoticing Party shall identify the actions or conduct that such Party would consider to be an acceptable cure of such breach. The Party receiving such notice shall use diligent efforts to cure such breach as soon as practicable after receiving such written notice to cure such breach, unless such Party believes that it is not in breach, in which case the Parties shall meet promptly thereafter and discuss in good faith the issue and seek to reach a resolution mutually acceptable to both Parties. If the allegedly breaching Party fails to cure such noticed breach, then, except as otherwise provided in subsection (b) or in Section 5.3 below, the noticing Party shall not be permitted to terminate this Agreement (and each Party covenants and agrees that the Party shall not seek, in any court or other proceeding, to terminate the Agreement as a remedy except as permitted in subsection (b) or Section 5.3 below), but may seek and obtain all other remedies as are available to such Party at law or in equity pursuant to Section 5.7 below, if such breach is proved to have occurred and not have been cured. (b) If Xxxxxx breaches its obligation to pay royalties as required in Section 3.3, or to pay royalties to a licensor of ISI as contemplated in Section 1.18 for patent rights sublicensed to ISI, then ISI may deliver notice of such breach to Xxxxxx, specifying the amount that is owed and the basis for ISI’s belief that such amounts are owed and past-Breaching due. If ISI breaches its obligation to pay royalties to a licensor of Xxxxxx as contemplated in Section 1.13 for patent rights sublicensed to ISI, then Xxxxxx may deliver notice of such breach to ISI, specifying the amount that is owed and the basis for Xxxxxx’x belief that such amounts are owed and past-due. If Xxxxxx or ISI disputes that such amount is actually owed, such dispute shall be resolved (a) by the auditor selected pursuant to Section 4.4, if such dispute is solely as to the amount of royalties owed, and not as to whether there is a royalty obligation for particular products at issue, or (b) by litigation in court in accordance with Section 9.3. The following sentence shall not apply unless and until such dispute is resolved in the non-breaching Party’s favor, and the breaching Party does not pay the amount determined to be owed within [*] days of such determination. If the breaching Party’s failure to pay when due royalty amounts owed that are in excess of [*], and such Party does not cure such failure to pay the owed royalties by the date [*] days after such notice, then such breach will be deemed to be a “Material Breach,” for which the non-breaching Party may terminate this Agreement within 30 days by providing written notice to the Party in breach, provided if such dispute is resolved in litigation in court, such termination will be effective at such time no appeal is or can be taken from the court’s decision. [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth Confidential information in this Section 12.2.1(a) shall be tolled until Exhibit has been omitted and filed separately with the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolutionCommission. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it Confidential treatment has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely been requested with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Unionomitted portions.

Material Breach. (a) If In the event that either Party (the “Breaching Party”) materially breaches shall be in material breach in the performance of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [**] (but only [**] with respect to a payment breach) (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, however, that (ia) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period Period; (or, b) for any breach other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, then, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions, the Breaching Party shall have an additional [**] after the end of the Notice Period to cure such breach (and, if the Breaching Party does not cure such breach by the end of such additional [**] period, the termination shall become effective at the end of such additional [**] period); and (c) if the Breaching Party disputes in good faith, prior to the end of the Notice Period, the existence of such material breach in accordance with the procedures set forth in Clause 11.5 (Governing Law and Dispute Resolution), then the Notice Period shall be tolled until such dispute is finally resolved in accordance with the procedures set forth in Clause 11.5 (iiGoverning Law and Dispute Resolution). In the event of any conflict between the terms of this Clause 10.2(a) (Material Breach) and Clause 3.1(c) (Specific Diligence Breach) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth for a breach described in this Section 12.2.1(aClause 3.1(c) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1Specific Diligence Breach) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement described in its entiretyClause 3.1(c) (Specific Diligence Breach), but shall have the cure period for such breach or the right to terminate this Agreement solely with respect to the country(iesAgreement, as applicable, shall be as set forth Clause 3.1(c) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European UnionSpecific Diligence Breach).

Material Breach. (a) If either Party (Mereo will have the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition right to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in the event of any material breach by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party UGNX of any terms and specifying the breach and its claim conditions of right to terminatethis Agreement; provided, however, that (i) the such termination shall will not become be effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be has been cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery written notice thereof is given by Mereo to UGNX specifying the nature of the alleged breach; provided further, however, if such breach is not reasonably subject to cure within [***] after receipt of written notice thereof, then as long as UGNX used Commercially Reasonable Efforts to cure such breach during such [***] period, UGNX shall have an additional [***] to effect such cure provided that UGNX continues to use Commercially Reasonable Efforts to cure such breach during such additional [***] period and shall have provided to Mereo at the beginning of such notice additional period a written plan on how it intended to AbbVie to discuss cure such breach during such additional period. Notwithstanding the foregoing in this Section 14.2.1, in the event of a good faith dispute as to whether a material breach by UGNX has occurred, the foregoing cure period with respect thereto will be tolled pending final resolution of such alleged breachdispute in accordance with the terms of this Agreement; provided, which discussions must be concluded before Morphic may issue any Termination Notice however, if such dispute relates to payment, such tolling of the cure period will only apply with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution payment of the dispute through such dispute resolution proceduredisputed amounts, and if not with respect to any undisputed amount. Notwithstanding the dispute is finally resolved against the Party allegedly in material breachforegoing, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied and failure to cure contemplated by the payment of money damages. (b) Notwithstanding this Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 14.2.1 is with respect to UGNX’s material breach in one or more (i) one (1) or more, but not all, ) of the countries in the UGNX Territory for which it has diligence obligations under Section 5.2 or(but excluding the U.S.), if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic then Mereo shall not have the right to terminate this Agreement in its entiretyentirely, but shall have the right to terminate this Agreement solely with respect to the such country(ies) or Included Targets for to which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one applies (1) or more Included Target(s) in any Major European Marketeach, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Uniona “Terminated Country”).

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in breach of one (1) or more of its material obligations under this Agreement (subject to Section 12.2.3), then the Non-Breaching Party may havedeliver notice of such breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it is in breach of one (1) or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within [...***...] days after receipt of the Default Notice, or if such compliance cannot be fully achieved within such [...***...] day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if Party. If the Breaching Party cures the disputes that it is in breach specified in the Termination Notice during the Notice Period of one (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii1) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under this Agreement, the dispute shall be resolved pursuant to Section 5.2 or13.7. If, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, as a result of the countries application of such dispute resolution procedures, the Breaching Party is determined to be in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to of one (1) or more Included Target(s) in any Major European Marketof its material obligations under this Agreement (an “Adverse Ruling”), Morphic then if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such breach within [...***...] days after such ruling, or if such compliance cannot be fully achieved within such [...***...] day period and the Breaching Party has failed to commence * Confidential information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission. compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, then the Non-Breaching Party may terminate this Agreement with respect upon written notice to such Included Target(s) in all countries of the European UnionBreaching Party.

Material Breach. (a) If either In the event that a Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Nonnon-Breaching breaching Party may terminate this Agreement by providing notice to the other Party by providing [**] days’ prior written notice ([*] days’ prior written notice if the material breach is a failure to pay an amount due and payable under this Agreement) (such applicable timeframe, the “Notice Period”) prior written ), such notice (the “Termination Notice”) to the Breaching Party and specifying specify the breach and its the notifying Party’s claim of right to terminate; provided, provided that (ia) the termination shall not become effective at the end [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. of the Notice Period if the Breaching breaching Party cures the breach specified in the Termination Notice termination notice during the Notice Period (or, other than with respect to a payment breach, if such breach default cannot be cured within the Notice Period, if the Breaching breaching Party commences material actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iiib) if either Party initiates a dispute resolution procedure under Section 13.5 12.5.1 within the Notice Period [*] days after delivery of a termination notice to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) 11.2.1 shall be tolled until and the termination shall become effective (i) with respect to any breach that is capable of being cured, if the breaching Party does not implement the remedy for such breach determined by the Arbitrators through such dispute resolution procedure within the timeframe established by the Arbitrators or (ii) with respect to any breach that is not capable of being cured, upon the final resolution of the dispute through such dispute resolution procedureif the Arbitrators grant the terminating Party’s request to terminate, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (bc) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic UroGen shall not have the right to terminate this Agreement for Allergan’s material breach [*]; provided, that in its entiretyevent of subsection (c), but shall if UroGen would otherwise have the right to terminate this Agreement solely with respect pursuant to this Section 11.2.1, any and all royalty payment obligations under this Agreement from UroGen to Allergan resulting from the sale of any Oncology Product shall be reduced by [*] to the country(ies) or Included Targets for which extent such material breach and failure obligations accrue following the date of UroGen’s notice (or, in the event Allergan disputes such allegation of breach, the date such dispute is resolved in UroGen’s favor but retroactively applicable to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries sales made following the date of the European UnionUroGen’s notice).

Material Breach. (a) If either a Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy believes that the other Party (is in material breach of this Agreement or the “Non-Breaching Manufacturing and Supply Agreement, then such Party may deliver notice of such breach to the allegedly breaching Party”) may have. In such notice, the Nonnon-Breaching breaching Party may terminate this Agreement by providing [***] (shall identify the “Notice Period”) prior written notice (actions or conduct that it wishes the “Termination Notice”) allegedly breaching Party to the Breaching Party take for an acceptable and specifying the breach and its claim prompt cure of right to terminatesuch breach; provided, provided that (i) the termination such identified actions shall not become effective at be binding upon the end of the Notice Period if the Breaching allegedly breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment the actions that it may need to take to cure such breach. The allegedly breaching Party shall have thirty (30) days either to cure such breach or, if such breach the cure cannot be cured reasonably effected within such thirty (30) day period, to deliver to the Notice Periodnon-breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure. Following delivery of such plan, if the Breaching breaching Party commences actions shall use Commercially Reasonable Efforts to carry out the plan and cure the breach in a timely manner. (b) If the Party receiving notice of breach fails to cure such breach within the Notice Period thirty (30) day period, or if the proposed corrective plan or the actions being taken to carry it out are not commercially practicable, the non-breaching Party may give notice of termination of this Agreement upon fifteen (15) days advance written notice. Such notice shall effectively terminate this Agreement upon expiration of such fifteen (15) day period, subject to Section ‎13.3(c). (c) If a Party gives notice of termination under this Section ‎13.3, and thereafter diligently continues the other Party disputes whether such actionsnotice was proper, or the Parties disagree as to whether the breaching Party has cured such breach within the applicable time period under Section ‎13.3(a), (ii) with respect or if the proposed corrective plan or the actions being taken to any alleged breach by AbbVie carry it out are not commercially practicable, then the issue of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in whether this Section 12.2.1(a) Agreement has been terminated shall be tolled until the final resolution resolved in accordance with ‎Article 14. If, as a result of the dispute through such dispute resolution procedureprocess, it is determined that the notice of termination was proper and if that the dispute is finally resolved against breaching Party failed to cure such breach within the Party allegedly in material breachapplicable time period under Section ‎13.3(a), any remainder then such termination shall be deemed to have been effective upon expiration of the applicable cure time period provided in Section ‎13.3(b). If, as a result of such dispute resolution process, it is determined that the notice of termination was improper, or the proposed corrective plan or the actions being taken to carry it out are commercially practicable, then no termination shall commence upon such final resolution. It is understood that termination pursuant to have occurred and this Section 12.2.1 Agreement shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesdeemed to have remained in effect. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union.

Material Breach. (a) If either Party (believes that the “Breaching Party”) materially breaches any other is in material breach of its material obligations under this Agreement, in addition then the non-breaching Party may deliver notice of such breach to any the other right Party. In such notice the non-breaching Party will identify the actions or conduct that it wishes such Party to take for an acceptable and remedy prompt cure of such breach (or will otherwise state its good faith belief that such breach is incurable); provided that such identified actions or conduct will not be binding upon the other Party (with respect to the “Non-Breaching Party”) actions that it may haveneed to take to cure such breach. If the breach is curable, the Nonallegedly breaching Party will have […***…] days to either cure such breach (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within thirty (30) days following such notice) or, if a cure cannot be reasonably effected within such […***…] day period, to deliver to the non-Breaching breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period. If the breaching Party fails to (i) cure such breach within the […***…] day period (or 30 day as applicable) or (ii) use Commercially Reasonable Efforts to carry out the plan and cure the breach, the non-breaching Party may terminate this Agreement on an Option Target-by-Option Target basis or Option Product-by-Option Product basis by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesbreaching Party. (b) Notwithstanding Section 12.2.1(a)the foregoing, if any uncured material breach by AbbVie the allegedly breaching Party disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the non-breaching Party (the “Other Party”) of its material obligations under Section 5.2 orsuch dispute within such […***…] day period, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall Other Party will not have the right to terminate this Agreement in its entirety, but shall have the right to terminate accordance with this Section 8.3 unless and until it has been determined in accordance with Section 11.4 that this Agreement solely with respect to was materially breached by the country(ies) or Included Targets for which such material breach allegedly breaching Party and failure that Party fails to cure applies; provided such breach within […***…] days following such determination. It is understood and acknowledged that if during the pendency of such uncured material breach is with respect a dispute, all of the terms and conditions of this Agreement will remain in effect and the Parties will continue to one perform all of their respective obligations hereunder. (1c) or more Included Target(sUsing the same procedures set forth in paragraphs (a) in any Major European Marketand (b) of this Section 8.3, Morphic Regulus may terminate this Agreement with respect to such Included Target(s) in all countries if Regulus exercises its termination right under the Collaboration Agreement for Sanofi’s uncured material breach of the European UnionCollaboration Agreement.

Material Breach. If a Party: (a) If either Party materially breaches this Agreement in a manner which cannot be cured; (the “Breaching Party”b) materially breaches this Agreement in a manner that can be cured and a Party has failed to take steps to begin to cure within ninety (90) days following written notice of breach by the Party or Parties affected by the breach or is not diligently pursuing a cure thereafter; or (c) is subject to a petition for relief under any bankruptcy legislation, or makes an assignment for the benefit of its material obligations under this Agreementcreditors, in addition or is subject to any other right the appointment of a receiver for all or a substantial part of the Party’s assets, and remedy the other Party such petition, assignment or appointment is not dismissed or vacated within ninety (the “Non-Breaching Party”90) may havedays, 19 then, on each such occasion, the Nonnon-Breaching breaching Party may terminate this Agreement by providing [***] shall have the right to exercise one or more of the following remedies: (the “Notice Period”x) prior upon written notice (by the “Termination Notice”) non-breaching Party to the Breaching breaching Party and specifying the breach and its claim within thirty (30) days of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence (if any) (assuming that the non-breaching Party has not already given such a notice upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be the occurrence of a remedy of last resort and may be invoked if the prior material, uncured breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(abreaching Party), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic non-breaching Party shall not have the right to terminate this Agreement seek monetary damages for such material breach within the limitations set forth in Section 12 hereof and/or equitable relief to prevent such material breach from continuing or occurring again in the future; and, at its entiretyoption, but the non-breaching Party shall have the right to terminate this Agreement solely with respect Agreement. Notwithstanding the foregoing, if Chembio shall be enjoined from supplying Licensed Products to Inverness because of a lawsuit regarding Intellectual Property Rights of a Third Party, or Inverness shall be enjoined from selling Licensed Products because of a lawsuit regarding Intellectual Property Rights of a Third Party, and such injunction shall in either case cause a material breach of this Agreement, the country(ies) or Included Targets non-breaching Party shall not have the right to seek monetary damages for which such material breach. Whenever a breach occurs and such breach can be cured in a timely manner, the non-breaching Party shall cooperate with the Party in breach and failure take reasonable steps (at the cost of the breaching Party) to allow the breaching Party to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Unionbreach.

Material Breach. If a Party: (a) If either Party materially breaches this Agreement in a manner which cannot be cured; (the “Breaching Party”b) materially breaches this Agreement in a manner that can be cured and a Party has failed to take steps to begin to cure within ninety (90) days following written notice of breach by the Party or Parties affected by the breach or is not diligently pursuing a cure thereafter; or (c) is subject to a petition for relief under any bankruptcy legislation, or makes an assignment for the benefit of its material obligations under this Agreementcreditors, in addition or is subject to any other right the appointment of a receiver for all or a substantial part of the Party’s assets, and remedy the other Party such petition, assignment or appointment, if involuntary, is not dismissed or vacated within ninety (the 90) days (each an “Non-Breaching PartyInsolvency Event”) may have), 23 then, on each such occasion, the Nonnon-Breaching breaching Party may terminate this Agreement by providing [***] shall have the right to exercise one or more of the following remedies: (the “Notice Period”x) prior upon written notice (by the “Termination Notice”) non-breaching Party to the Breaching breaching Party and specifying the breach and its claim within thirty (30) days of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period (if any) (assuming that the non-breaching Party has not already given such a notice upon the occurrence of a prior material, uncured breach by the breaching Party), the non-breaching Party shall commence have the right to seek monetary damages for such material breach within the limitations set forth in Section 14 hereof and/or equitable relief to prevent such material breach from continuing or occurring again in the future; and, at its option, the non-breaching Party shall have the right to terminate the rights of the breaching Party licensed hereunder upon written notice to breaching Party. Notwithstanding the foregoing, the obligations of the breaching Party, including the licenses granted and appointments made hereunder to the non-breaching Parties shall continue unless the non-breaching Party agrees that such final resolutionlicenses and appointments shall terminate. It is understood that termination pursuant to this Section 12.2.1 Notwithstanding the foregoing, if Chembio shall be enjoined from supplying HIV Cassette Products to Inverness because of a remedy lawsuit regarding Intellectual Property Rights of last resort a Third Party, or Inverness shall be enjoined from selling HIV Cassette Products because of a lawsuit regarding Intellectual Property Rights of a Third Party, and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured such injunction shall in either case cause a material breach by AbbVie of any of its material obligations under Section 5.2 orthis Agreement, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic non-breaching Party shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets seek monetary damages for which such material breach. Whenever a breach occurs and such breach can be cured in a timely manner, the non-breaching Party shall cooperate with the Party in breach and failure take reasonable steps (at the cost of the breaching Party) to allow the breaching Party to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Unionbreach.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy believes that the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate is in material breach of this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a breach of Sanofi’s obligations under Section 5.1, which is governed by Section 9.4), then the non-breaching Party may deliver notice of such breach to the other Party. In such notice the non-breaching Party will identify the actions or conduct that it wishes such Party to take for an acceptable and prompt cure of such breach (or will otherwise state its good faith belief that such breach is incurable); provided that such identified actions or conduct will not be binding upon the other Party with respect to the actions that it may need to take to cure such breach. If the breach is curable, the allegedly breaching Party will have [***] days to either cure such breach (except to the extent such breach involves the failure to make a payment breachwhen due, which breach must be cured within 30 days following such notice) or, if such breach a cure cannot be cured reasonably effected within such 120-day period, to deliver to the Notice Period, if non-breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period. If the Breaching breaching Party commences actions fails to (i) cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such ]-day (or 30-day, as applicable) period or (ii) use Commercially Reasonable Efforts to carry out the plan and cure the breach, the non-breaching Party may terminate this Agreement on a Product-by-Product basis by providing written notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesbreaching Party. (b) Notwithstanding Section 12.2.1(a)the foregoing, if any uncured material breach by AbbVie the allegedly breaching Party disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the non-breaching Party (the “Other Party”) of its material obligations under Section 5.2 orsuch dispute within such [***]-day period, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall Other Party will not have the right to terminate this Agreement in its entirety, but shall have the right to terminate accordance with this Section 9.3 unless and until it has been determined in accordance with Section 12.4 that this Agreement solely with respect to was materially breached by the country(ies) or Included Targets for which such material breach allegedly breaching Party and failure that Party fails to cure applies; provided such breach within [***] days following such determination. It is understood and acknowledged that if during the pendency of such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Marketa dispute, Morphic may terminate all of the terms and conditions of this Agreement with respect will remain in effect and the Parties will continue to such Included Target(sperform all of their respective obligations hereunder. (c) in all countries This Section 9.3 will be subject to and will not limit the provisions of the European UnionSection 9.4 and Section 9.5.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Agreement for the material breach of this Agreement by providing the other Party, if such breach remains uncured [***] (following notice from the “Notice Period”) prior written notice (the “Termination Notice”) non-breaching Party to the Breaching breaching Party and specifying the breach and its claim of right to terminatesuch breach; provided, however, that (i) the termination shall not become effective at the end if cure of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot reasonably be cured effected within such [***] period, the Notice Period, if breaching party may deliver to the Breaching non-breaching Party commences actions a plan reasonably calculated to cure such breach within a timeframe that is reasonably prompt in light of the Notice Period circumstances then prevailing but in no event longer than an additional [***]. Following delivery of such a plan, the breaching Party will carry out the plan and thereafter diligently continues cure the breach. If there is a good faith dispute as to the existence or cure of a breach or default pursuant to this Section 9.2, all applicable cure periods will be tolled during the existence of such actions), (ii) with respect good faith dispute and no termination for a breach which is disputed in good faith will become effective until such dispute is resolved pursuant to any alleged breach by AbbVie of its diligence obligations the process set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie 10.2. *** Certain information in this agreement has been omitted and filed separately with the Parties shall meet within Securities and Exchange Commission. [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, indicates that text has been omitted and is the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance subject of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesconfidential treatment request. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included For Targets for which such the Option has been exercised, the foregoing Section 9.2(a) applies on a Target basis if there is a material adverse effect of the breach on the rights and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate obligations under this Agreement with respect to such Included Target(s) in all countries Target (and its associated Patents, Licensed Antibodies, and Products). Furthermore, if Alector is the breaching Party and the material adverse effect of the European Unionbreach is limited to a given Target for which the corresponding Option has been exercised, then the termination shall be effective only as to the Target to which the uncured material breach relates (and its related Patents, Licensed Antibodies and Products). If the material breach has, or is reasonably likely to have, a material adverse effect only on the development, manufacture or commercialization of a Product in a particular jurisdiction or jurisdictions, then this Agreement shall not terminate with respect to such Product and associated Target in the Territory outside of such jurisdiction or jurisdictions, and the foregoing obligations shall only apply to the terminated jurisdiction or jurisdictions.

Material Breach. (a) If either Party (In the “Breaching Party”) event that ActiveSite materially breaches any of its material obligations under this Agreement, in addition and fails to any other right and remedy the other Party cure such breach within sixty (the “Non-Breaching Party”60) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior days of receipt of written notice (the “Termination Notice”) to the Breaching Party and thereof specifying the breach and its claim of right to terminate; providedin detail from AntriaBio, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if unless such breach cannot be cured within the Notice Periodsixty (60) day period, if the Breaching Party commences actions in which case ActiveSite shall have undertaken good faith efforts to cure such breach within the Notice Period such sixty (60) day period and thereafter diligently continues prosecuted such actions)cure to prompt completion, (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but then AntriaBio shall have the right to terminate this Agreement solely with respect written notice to ActiveSite. This Section shall not limit AntriaBio’s right to terminate under Section 10.2. (b) In the country(ies) or Included Targets for which such material breach event that AntriaBio materially breaches this Agreement, and failure fails to cure applies; provided that if such uncured material breach is with respect within sixty (60) days of receipt of written notice thereof specifying the breach in detail from ActiveSite, unless such breach cannot be cured within the sixty (60) day period, in which case AntriaBio shall have undertaken good faith efforts to one cure such breach within such sixty (160) or more Included Target(s) in any Major European Marketday period and diligently prosecuted such cure to prompt completion, Morphic may then ActiveSite shall have the right to terminate this Agreement with respect written notice to such Included Target(sAntriaBio. If during the sixty (60) day cure period AntriaBio disputes in all countries good faith the existence of the European Unionbreach alleged in the written notice or that the breach is a material breach, the dispute will be promptly submitted to upper management of both Parties for attempted resolution. In such event, the cure period shall be tolled from the date of such notice of dispute. If such attempted resolution is unsuccessful within sixty (60) days, then either Party may initiate litigation in accordance with Section 11.4; provided, however, that, this Agreement shall not be terminated by reason of the asserted breach until it has been finally determined pursuant to Section 11.4 that this Agreement was breached and AntriaBio failed to timely cure such breach. (c) The rights granted under this Agreement will continue in full force and effect during any cure period specified in this Section and during any applicable tolling period. Any termination by a party under this Section shall be without prejudice to any damages or other legal or equitable remedies to which it may be entitled from the other Party.

Material Breach. This Agreement may be terminated in its entirety by either Party (athe “Nonbreaching Party”) If either upon written notice thereof to other Party (the “Breaching Party”) materially breaches any in the event of its a material obligations under this Agreement, in addition to any other right and remedy breach by the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing which is not cured within [***] (the “Notice Period”) prior days after receipt of written notice (from the “Termination Notice”) Nonbreaching Party to the Breaching Party and Party, specifying in reasonable detail the breach and its claim nature of right to terminate; providedsuch breach, that (i) the termination shall not become effective at the end or such longer period of the Notice Period time if the Breaching Party cures delivers a certificate that such material breach is not reasonably capable of being cured within such [*] days and that the breach specified in the Termination Notice during the Notice Period (or, other than with respect Breaching Party is working diligently to a payment cure such breach, if but in no event shall the time for curing such breach cannot be cured within exceed an additional [*]days. Notwithstanding the Notice Periodforegoing, if the Breaching Party commences actions material breach referred to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution 20.2.1 arises out of or consists of the dispute through such dispute resolution procedurefailure to pay Lonza amounts due under this Agreement in accordance with the terms hereof, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 there shall be a remedy single period of last resort and may be invoked if the [*]days after notice of breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for within which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but Genentech shall have the right to terminate cure such default by making payment in full of the amount then due and payable. In the event such breach is not cured within such cure period, this Agreement solely shall terminate as set forth in the Nonbreaching Party’s notice of breach and in accordance with respect the terms of this Article; provided, however, that this Agreement shall not be terminated prior to the country(ies) or Included Targets for end of such cure period. During the period in which such material breach and failure Lonza is attempting to cure applies; provided that if such uncured any Lonza material breach is with respect breach, Genentech shall have no obligation to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Unionpurchase Product.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any Upon a Material Breach, as hereinafter defined, by Trademark Originator of its material obligations under this Guess? License Agreement, in addition IP Holder shall have the right to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior Guess? License Agreement, provided that IP Holder first gives written notice of such breach (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if clause (1) or (6) below) to Trademark Originator and (other than with respect to clause (6) below) gives Trademark Originator thirty (30) days to cure or to take effective steps to cure the breach (unless such breach cannot be cured within the Notice Period, if the Breaching Party commences actions a 30-day period and Trademark Originator shall have commenced to cure such breach and cures it within any additional 30-day period; provided, that this additional 30-day period will not apply in the Notice Period and thereafter diligently continues such actionscase of clause (1) below), . Material Breach shall include Trademark Originator’s: (ii1) with respect failure to make any alleged payments under this Guess? License Agreement; (2) breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie representations and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure warranties under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages.8.01 hereof; (b3) Notwithstanding breach of its covenants under Section 12.2.1(a), if any uncured material breach by AbbVie of 4.02(a) hereof; (4) failure to fulfill any of its material other obligations under Section 5.2 orthis Guess? License Agreement, if applicable, Section 5.7.2 is with respect to (i) one (1) or moreincluding, but not alllimited to, Trademark Originator’s quality control obligations; (5) permitting any of its subsidiaries to commit what would be a material breach if committed by Trademark Originator; or (6) filing a petition for relief under applicable bankruptcy law, or the countries filing of such a petition against Trademark Originator, if not discharged within sixty (60) days after the date of filing; or making any assignment for the benefit of creditors; or becoming the subject of proceedings under any insolvency, reorganization or receivership law; or having a receiver appointed for Trademark Originator or a substantial part of its business. Upon or before expiration of any sixty (60) or thirty (30) day period to cure, as applicable, Trademark Originator shall inform IP Holder in the Territory for which writing of any cure or any steps it has diligence obligations under Section 5.2 ortaken to cure the Material Breach. If, if applicablein IP Holder’s sole discretion, Section 5.7.2 or (ii) one (1) or moresuch steps are not effective to cure the Material Breach, but not all, Included Targets, Morphic shall not have the right to IP Holder may immediately terminate this Guess? License Agreement in and all rights of Trademark Originator and its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Unionsubsidiaries.

Material Breach. (a) If In the event that either Party (the “Breaching Party”) materially breaches shall be in material breach of the performance of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in its entirety by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that provided that: (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach default cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), ; (ii) with respect to any alleged breach by AbbVie AstraZeneca of its diligence obligations set forth in Section 5.2 Sections 3.2.1(i) or Section 5.7.24.2, Morphic Licensor shall first provide written notice thereof to AbbVie AstraZeneca and the Parties shall meet within [***] after delivery of such notice to AbbVie AstraZeneca to discuss in good faith such alleged breachbreach and AstraZeneca’s Development or Commercialization plans, which discussions must be concluded as applicable, with respect to the applicable Licensed Product, before Morphic Licensor may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and Xxxxxxxx); and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 11.5.1 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) 10.2.1 shall be tolled until and the termination shall become effective only if such breach remains uncured for [***] after the final resolution of the dispute through such dispute resolution procedureprocedure (or, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a)cured within such [***] period, if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure Breaching Party commences actions to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to within such Included Target(s) in all countries of the European Unionperiod and thereafter diligently continues such actions).

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy believes that the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate is in material breach of this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a breach of Sanofi’s obligations under Section 5.1, which is governed by Section 9.4), then the non-breaching Party may deliver notice of such breach to the other Party. In such notice the non-breaching Party will identify the actions or conduct that it wishes such Party to take for an acceptable and prompt cure of such breach (or will otherwise state its good faith belief that such breach is incurable); provided that such identified actions or conduct will not be binding upon the other Party with respect to the actions that it may need to take to cure such breach. If the breach is curable, the allegedly breaching Party will have 120 days to either cure such breach (except to the extent such breach involves the failure to make a payment breachwhen due, which breach must be cured within 30 days following such notice) or, if such breach a cure cannot be cured reasonably effected within such 120-day period, to deliver to the Notice Period, if non-breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period. If the Breaching breaching Party commences actions fails to (i) cure such breach within the Notice Period and thereafter diligently continues such actions)120-day (or 30- day, as applicable) period or (ii) with respect use Commercially Reasonable Efforts to any alleged breach carry out the plan and cure the breach, the non-breaching Party may terminate this Agreement on a Product-by-Product basis by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide providing written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesbreaching Party. (b) Notwithstanding Section 12.2.1(a)the foregoing, if any uncured material breach by AbbVie the allegedly breaching Party disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the non-breaching Party (the “Other Party”) of its material obligations under Section 5.2 orsuch dispute within such 120-day period, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall Other Party will not have the right to terminate this Agreement in its entirety, but shall have the right to terminate accordance with this Section 9.3 unless and until it has been determined in accordance with Section 12.4 that this Agreement solely with respect to was materially breached by the country(ies) or Included Targets for which such material breach allegedly breaching Party and failure that Party fails to cure applies; provided such breach within 120 days following such determination. It is understood and acknowledged that if during the pendency of such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Marketa dispute, Morphic may terminate all of the terms and conditions of this Agreement with respect will remain in effect and the Parties will continue to such Included Target(sperform all of their respective obligations hereunder. (c) in all countries This Section 9.3 will be subject to and will not limit the provisions of the European UnionSection 9.4 and Section 9.5.

Material Breach. (a) If either Party (the “Breaching Party”) has materially breaches breached any of its material obligations under this Agreement, then, in addition to any other right and or remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in its entirety by providing [***] thirty (the 30) days’ ( “Notice Period”) ), prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminateterminate this Agreement; provided, provided that (i) the any proposed termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach is curable but cannot be cured within the Notice Period, such longer period not to exceed [**] if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within actions during such [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of period). If a Party delivers a Termination Notice by Morphic) under this Section 10.2.1, and (iii) if either the other Party initiates a dispute resolution procedure under Section 13.5 disputes whether such Termination Notice was proper, or whether the relevant breach has been cured within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure applicable period set forth in this Section 12.2.1(a) 10.2.1, then such dispute shall be tolled resolved in accordance with Section 11.4, and this Agreement shall remain in full force and effect until the final resolution such dispute is resolved. If, as a result of the dispute through such dispute resolution procedureprocess, and if it is determined that such Termination Notice was proper, or that such breach was not cured within the dispute is finally resolved against the Party allegedly in material breachapplicable period, any remainder then this Agreement shall be deemed to have been terminated as of the applicable cure period shall commence upon date on which such final resolutionTermination Notice was first delivered. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if On the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a)other hand, if any uncured material as a result of such dispute resolution process it is determined that such Termination Notice was improper, or that such breach by AbbVie of any of its material obligations under Section 5.2 orwas cured within the applicable period, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic then no termination shall not have the right to terminate occurred and this Agreement shall remain in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach full force and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Unioneffect.

Material Breach. (a) If either Upon any material breach of this Agreement by a Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement), in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may havehas the right, but not the Non-Breaching Party may obligation, to terminate this Agreement (which may be exercised to terminate this Agreement on a Licensed Product-by-Licensed Product basis in the event of any material breach of this Agreement by the Breaching Party with respect to such Licensed Product or in its entirety in the event of any material breach of this Agreement that relates to all Licensed Products), by providing [***] (the “Notice Period”) prior calendar days’ written notice (the “Termination Notice”) to the Breaching Party in the case of a breach of a payment obligation, and specifying [***] calendar days’ written notice to the breach and its claim Breaching Party in the case of right to terminate; providedany other material breach, that which notice shall, in each case (i) expressly reference this Section 13.3, (ii) reasonably describe the alleged breach which is the basis of such termination, and (iii) clearly state the Non-Breaching Party’s intent to terminate this Agreement (in relation to a Licensed Product or in its entirety) if the alleged breach is not cured within the applicable cure period. The termination shall not become effective at the end of the Notice Period notice period unless the Breaching Party cures such breach during such notice period, provided that the Non-Breaching Party may, by notice to the Breaching Party, designate a later date for such termination in order to facilitate an orderly transition of activities relating to the Licensed Products and other terminated activities. Notwithstanding the foregoing, if such breach (other than a payment breach), by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period shall be extended if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to provides a payment breach, if written plan for curing such breach cannot be cured within to the Notice Period, if the Non-Breaching Party commences actions and uses Commercially Reasonable Efforts to cure such breach within the Notice Period and thereafter diligently continues in accordance with such actions)written plan, (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic provided that no such extension shall first provide written notice thereof to AbbVie and the Parties shall meet within exceed [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, days without the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution consent of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolutionNon-Breaching Party. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages[***]. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union.

Material Breach. (a) If either any Party believes that another Party is in material breach of this Agreement, such Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “"Non-Breaching Party”") may haveshall give notice of such alleged breach to each Party which it believes to be in material breach (the "Breaching Party"), with a concurrent notice to the other Party. Such notice shall state with specificity the nature of the breach. If the Breaching Party either cures such breach within sixty (60) days of such notice or, if it is not possible to cure such breach within such sixty (60) day period, the Breaching Party commences diligent, good faith efforts to cure such breach during such sixty (60) day period and continues using such efforts for a prompt and successful cure of the breach, then the Non-Breaching Party shall have no further remedy except the right to recover money damages, if any, through arbitration pursuant to Article 17 of the Operating Agreement and to protect its rights in Confidential Information and intellectual property, either through arbitration or judicial relief. (b) If the Breaching Party does not cure the alleged breach as provided in Section 14.3(a), the Non-Breaching Party shall have the right to commence an arbitration pursuant to Article 17 of the Operating Agreement to either (i) seek specific performance of this Agreement and/or recover money damages, or (ii) seek to terminate this Agreement and exercise the rights of a non-defaulting Party set forth in Section 14.2(c) or 14.2(d) of the Operating Agreement (termination and dissolution of the LLC or purchase of the interest of the Defaulting Party). If the arbitrator determines that a material breach of this Agreement has occurred, the arbitrator shall order specific performance and/or the payment of money damages, unless the arbitrator determines either that such relief would be inadequate to compensate the Non-Breaching Party for the harm resulting from the breach or that in view of the circumstances then prevailing, the Breaching Party cannot provide adequate assurances that if this Agreement and the LLC were to continue, the Non-Breaching Party would in the future receive the benefits of its bargain set forth herein and therein. If the arbitrator makes a determination that specific performance and/or money damages would be inadequate or that the Breaching Party cannot provide such adequate assurances, then the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end make either of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations elections set forth in Section 5.2 14.2(c) or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic14.2(d) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesOperating Agreement. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union.

Material Breach. (a) If In the event either Party (the “Breaching Party”) materially breaches any of its material duties or obligations under this Agreementhereunder, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the which breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within thirty (30) days after [*] CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. written notice is given specifying the Notice Periodbreach, if then the Breaching non-breaching Party commences actions may, by promptly giving written notice thereof to cure the breaching Party, terminate this Agreement as of a date specified in such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to notice of termination. If EFI breaches any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.24.c., Morphic which breach shall first provide not be cured within five (5) days after (i) written notice is given specifying the breach and clearly stating the five (5) day cure period for such breach, and (ii) such notice of the alleged breach and the five (5) day cure period is provided by at least one of Axeda's Advisory Board members to at least one of EFI's Advisory Board members, then Axeda may, by promptly giving written notice thereof to AbbVie and the Parties shall meet within [***] after delivery EFI, terminate this Agreement and/or any license hereunder as of a date specified in such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue of termination. If Axeda breaches any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period its obligations set forth in this Section 12.2.1(a) Sections 8.b. through 8.e., which breach shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages. cured within thirty (b30) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to days after (i) one written notice is given specifying the breach and clearly stating the thirty (130) or moreday cure period for such breach, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or and (ii) such notice of the alleged breach and the thirty (30) day cure period is provided by at least one (1) or moreof EFI's Advisory Board members to at least one of Axeda's Advisory Board members, but not allthen EFI may, Included Targetsby promptly giving written notice thereof to Axeda, Morphic shall not have the right to terminate this Agreement as of a date specified in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries notice of the European Uniontermination.