Common use of Mutual Termination Rights Clause in Contracts

Mutual Termination Rights. Either Party may terminate this Agreement, solely with respect to the Selected LNA Compound or Product to which a material breach relates, if: (a) The other Party is in material breach of this Agreement, and the non-breaching Party delivers notice of such material breach to the other Party describing in detail the nature of such breach and its intent to terminate under this Section 10.3. If Enzon fails either to pay or to dispute in good faith any amounts alleged to be due and payable to Santaris hereunder within thirty (30) days after receiving written notice of such failure, Santaris may terminate this Agreement at the end of such thirty (30) day period. If the alleged breach is not for nonpayment, the allegedly breaching Party shall have ninety (90) days (or, in respect of any breach that would also be a breach under a Third Party License, such shorter time period as may be permitted under such Third Party License) from receipt of such notice to cure such breach (or, if such default cannot be cured within such ninety (90) day period, the breaching Party must commence and diligently continue actions to cure such default during such ninety (90) day period). Any such termination shall become effective at the end of such ninety (90) day period unless the breaching Party has cured any such breach or default prior to the expiration of such ninety (90) day period (or, if such default is capable of being cured but cannot be cured within such ninety (90) day period, the breaching Party has commenced and diligently continued actions to cure such default provided always that, in such instance, such cure must have occurred within one hundred eighty (180) days after notice thereof was provided to the breaching Party by the non-breaching Party to remedy such default); or (b) Either Party may terminate this Agreement in its entirety if the other Party is generally unable to meet its debts when due, or makes a general assignment for the benefit of its creditors, or there shall have been appointed a receiver, trustee or other custodian for such Party for or a substantial part of its assets, or any case or proceeding shall have been commenced or other action taken by or against such Party in bankruptcy or seeking the reorganization, liquidation, dissolution or winding-up of such Party or any other relief under any bankruptcy, insolvency, reorganization or other similar act or Law, and any such event shall have continued for sixty (60) days undismissed, unstayed, unbonded and undischarged. In such circumstances, the other Party may, upon notice to such Party, terminate this Agreement, such termination to be effective upon such Party’s receipt of such notice; or (c) In the case of Santaris only, if Enzon or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the LNA Platform Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Santaris against Enzon). In the case of Enzon only, if Santaris or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the Enzon Pegylation Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Enzon against Santaris). (d) In the case of Santaris only and subject to Section 6.1(b), if Enzon fails to achieve the Development timelines set forth in the table in Section 6.1(a) in respect of any Enzon Target, Santaris may terminate this Agreement in respect of such Enzon Target.

Mutual Termination Rights. Either Party may will have the right to terminate this Agreement, solely with respect to Agreement upon the Selected LNA Compound or Product to which a material breach relates, iffollowing: (a) The It believes that the other Party is in material breach of this Agreement, and in which case the non-breaching Party delivers may deliver written notice of such material breach to the other Party describing Party, such notice to describe in detail the nature of such breach and its intent to terminate under this Section 10.3breach. If Enzon fails either to pay or to dispute in good faith any amounts alleged to be due and payable to Santaris hereunder within thirty (30) days after receiving written notice of such failure, Santaris may terminate this Agreement at the end of such thirty (30) day period. If the alleged breach is not for nonpayment, the The allegedly breaching Party shall have ninety (90) [***] days (or, in respect of any breach that would also be a breach under a Third Party License, such shorter time period as may be permitted under such Third Party License) from receipt of such notice to cure such breach (or, if such default cannot be cured within such ninety (90) day period, the breaching Party must commence and diligently continue actions to cure such default during such ninety (90) day period)breach. Any such termination shall become effective at the end of such ninety (90) day [***] period unless the breaching Party has cured any such breach or default prior to the expiration of such ninety (90) day [***] period (or, if such default is capable of being cured but cannot be cured within such ninety (90) day [***]-day period, the breaching Party has commenced and diligently continued actions to cure such default provided always that, in such instance, such cure must have occurred within one hundred eighty (180) [***] days after notice thereof was provided to the breaching Party by the non-breaching Party to remedy such default); or (b) Either Party may terminate this Agreement in its entirety if the other Party is generally unable to meet its debts when due, or makes a general assignment for the benefit of its creditors, or there shall have been appointed a receiver, trustee or other custodian for such Party for or a substantial part of its assets, or any case or proceeding shall have been commenced or other action taken by or against such Party in bankruptcy or seeking the reorganization, liquidation, dissolution or winding-up of such Party or any other relief under any bankruptcy, insolvency, reorganization or other similar act or Lawlaw, and any such event shall have continued for sixty (60) days undismissed, unstayed, unbonded and undischarged. In such circumstances, the other Party may, upon notice to such Party, terminate this Agreement, such termination to be effective upon such Party’s 's receipt of such notice; or (c) In the case of Santaris only, if Enzon or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the LNA Platform Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Santaris against Enzon). In the case of Enzon only, if Santaris or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the Enzon Pegylation Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Enzon against Santaris). (d) In the case of Santaris only and subject to Section 6.1(b), if Enzon fails to achieve the Development timelines set forth in the table in Section 6.1(a) in respect of any Enzon Target, Santaris may terminate this Agreement in respect of such Enzon Target.

Mutual Termination Rights. Either Party may will have the right to terminate this Agreement, solely with respect to Agreement upon the Selected LNA Compound or Product to which a material breach relates, iffollowing: (a) The It believes that the other Party is in material breach of this Agreement, and in which case the non-breaching Party delivers may deliver written notice of such material breach to the other Party describing Party, such notice to describe in detail the nature of such breach and its intent to terminate under this Section 10.3breach. If Enzon fails either to pay or to dispute in good faith any amounts alleged to be due and payable to Santaris hereunder within thirty (30) days after receiving written notice of such failure, Santaris may terminate this Agreement at the end of such thirty (30) day period. If the alleged breach is not for nonpayment, the The allegedly breaching Party shall have ninety (90) [***] days (or, in respect of any breach that would also be a breach under a Third Party License, such shorter time period as may be permitted under such Third Party License) from receipt of such notice to cure such breach (or, if such default cannot be cured within such ninety (90) day period, the breaching Party must commence and diligently continue actions to cure such default during such ninety (90) day period)breach. Any such termination shall become effective at the end of such ninety (90) day [***] period unless the breaching Party has cured any such breach or default prior to the expiration of such ninety (90) day [***] period (or, if such default is capable of being cured but cannot be cured within such ninety (90) day [***]-day period, the breaching Party has commenced and diligently continued actions to cure such default provided always that, in such instance, such cure must have occurred within one hundred eighty (180) [***] days after notice thereof was provided to the breaching Party by the non-breaching Party to remedy such default); or (b) Either Party may terminate this Agreement in its entirety if the other Party is generally unable to meet its debts when due, or makes a general assignment for the benefit of its creditors, or there shall have been appointed a receiver, trustee or other custodian for such Party for or a substantial part of its assets, or any case or proceeding shall have been commenced or other action taken by or against such Party in bankruptcy or seeking the reorganization, liquidation, dissolution or winding-up of such Party or any other relief under any bankruptcy, insolvency, reorganization or other similar act or Lawlaw, and any such event shall have continued for sixty (60) days undismissed, unstayed, unbonded and undischarged. In such circumstances, the other Party may, upon notice to such Party, terminate this Agreement, such termination to be effective upon such Party’s receipt of such notice; or (c) In the case of Santaris only, if Enzon or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the LNA Platform Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Santaris against Enzon). In the case of Enzon only, if Santaris or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the Enzon Pegylation Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Enzon against Santaris). (d) In the case of Santaris only and subject to Section 6.1(b), if Enzon fails to achieve the Development timelines set forth in the table in Section 6.1(a) in respect of any Enzon Target, Santaris may terminate this Agreement in respect of such Enzon Target.

Mutual Termination Rights. Either Party The Merger Agreement may terminate this Agreement, solely with respect be terminated and the transactions contemplated thereby abandoned at any time prior to Closing: • by written consent of Latch and XXXX; • by written notice from either Latch or TSIA to the Selected LNA Compound or Product other if the merger is not consummated by 5:00 p.m. (New York Time) on July 31, 2021 (the “Outside Date”); provided, that the right to which a material breach relates, if: (a) The other Party terminate under this paragraph will not be available to any party that is in material breach of this Agreement, and its obligations under the non-breaching Party delivers Merger Agreement in any manner that will have proximately contributed to the occurrence of the failure of a condition to the consummation of the Business Combination; • by written notice of such material breach from either Latch or TSIA to the other Party describing if TSIA stockholder approval has not been obtained at the TSIA stockholders meeting or ay any adjournment or postponement thereof taken in detail accordance with the nature Merger Agreement; or • by written notice from either Latch or TSIA to the other if the consummation of such breach and its intent the Business Combination is permanently restrained, enjoined or otherwise prohibited by the enactment, issuance, promulgation, enforcement or entry of the terms of a final, non- appealable governmental order or a statute, rule or regulation; provided, that the right to terminate under this Section 10.3paragraph will not be available to any party that is in material breach of its obligations under the Merger Agreement in any manner that will have proximately contributed to the enactment, issuance, promulgation, enforcement or entry of the terms of a final, non-appealable governmental order or a statute, rule or regulation; provided, further, that the governmental entity issuing such governmental order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby. If Enzon fails either to pay or to dispute in good faith any amounts alleged to be due and payable to Santaris hereunder within thirty (30) days after receiving written notice of such failure, Santaris may terminate this The Merger Agreement at the end of such thirty (30) day period. If the alleged breach is not for nonpayment, the allegedly breaching Party shall have ninety (90) days (or, in respect of any breach that would also be a breach under a Third Party License, such shorter time period as may be permitted under such Third Party License) from receipt of such notice to cure such breach (or, if such default cannot be cured within such ninety (90) day period, the breaching Party must commence and diligently continue actions to cure such default during such ninety (90) day period). Any such termination shall become effective terminated at the end of such ninety (90) day period unless the breaching Party has cured any such breach or default time prior to the expiration Closing, by written notice to TSIA from Latch if there is any breach of such ninety (90) day period (orany representation, if such default is capable of being cured but cannot be cured within such ninety (90) day periodwarranty, covenant or agreement on the breaching Party has commenced and diligently continued actions to cure such default provided always that, in such instance, such cure must have occurred within one hundred eighty (180) days after notice thereof was provided to the breaching Party by the non-breaching Party to remedy such default); or (b) Either Party may terminate this Agreement in its entirety if the other Party is generally unable to meet its debts when due, or makes a general assignment for the benefit of its creditors, or there shall have been appointed a receiver, trustee or other custodian for such Party for or a substantial part of its assets, or any case or proceeding shall have been commenced or other action taken by or against such Party in bankruptcy or seeking the reorganization, liquidation, dissolution or winding-up of such Party or any other relief under any bankruptcy, insolvency, reorganization or other similar act or Law, and any such event shall have continued for sixty (60) days undismissed, unstayed, unbonded and undischarged. In such circumstances, the other Party may, upon notice to such Party, terminate this Agreement, such termination to be effective upon such Party’s receipt of such notice; or (c) In the case of Santaris only, if Enzon or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the LNA Platform Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Santaris against Enzon). In the case of Enzon only, if Santaris or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the Enzon Pegylation Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Enzon against Santaris). (d) In the case of Santaris only and subject to Section 6.1(b), if Enzon fails to achieve the Development timelines TSIA set forth in the table Merger Agreement, such that the conditions described in Section 6.1(athe first four bullet points under the heading “—Conditions to the Business Combination—Conditions to Obligations of Latch” would not be satisfied at the Closing (a “terminating TSIA breach”), except that, if any such terminating TSIA breach is curable by TSIA, within the earlier of (i) a period of 30 days after receipt by TSIA of notice from Latch of such breach or (ii) three business days prior to the Outside Date (collectively, the “TSIA cure period”), such termination will not be effective, and such termination will become effective only if the terminating TSIA breach is not cured within the TSIA cure period; provided, however, that the right to terminate the Merger Agreement under this paragraph will not be available to Latch if Latch has breached in any material respect of any Enzon Target, Santaris may terminate this its obligations set forth in the Merger Agreement in respect any manner that will have proximately contributed to the occurrence of such Enzon Targetthe failure of a condition to the consummation of the Merger.

Mutual Termination Rights. Either Party may will have the right to terminate this Agreement, solely with respect to Agreement upon the Selected LNA Compound or Product to which a material breach relates, iffollowing: (a) The It believes that the other Party is in material breach of this Agreement, and in which case the non-breaching Party delivers may deliver written notice of such material breach to the other Party describing Party, such notice to describe in detail the nature of such breach and its intent to terminate under this Section 10.3breach. If Enzon fails either to pay or to dispute in good faith any amounts alleged to be due and payable to Santaris hereunder within thirty (30) days after receiving written notice of such failure, Santaris may terminate this Agreement at the end of such thirty (30) day period. If the alleged breach is not for nonpayment, the The allegedly breaching Party shall have ninety (90) [*] days (or, in respect of any breach that would also be a breach under a Third Party License, such shorter time period as may be permitted under such Third Party License) from receipt of such notice to cure such breach (or, if such default cannot be cured within such ninety (90) day period, the breaching Party must commence and diligently continue actions to cure such default during such ninety (90) day period)breach. Any such termination shall become effective at the end of such ninety (90) day [*] period unless the breaching Party has cured any such breach or default prior to the expiration of such ninety (90) day [*] period (or, if such default is capable of being cured but cannot be cured within such ninety (90) day [*]-day period, the breaching Party has commenced and diligently continued actions to cure such default provided always that, in such instance, such cure must have occurred within one hundred eighty (180) [*] days after notice thereof was provided to the breaching Party by the non-breaching Party to remedy such default); or (b) Either Party may terminate this Agreement in its entirety if the other Party is generally unable to meet its debts when due, or makes a general assignment for the benefit of its creditors, or there shall have been appointed a receiver, trustee or other custodian for such Party for or a substantial part of its assets, or any case or proceeding shall have been commenced or other action taken by or against such Party in bankruptcy or seeking the reorganization, liquidation, dissolution or winding-up of such Party or any other relief under any bankruptcy, insolvency, reorganization or other similar act or Lawlaw, and any such event shall have continued for sixty (60) days undismissed, unstayed, unbonded and undischarged. In such circumstances, the other Party may, upon notice to such Party, terminate this Agreement, such termination to be effective upon such Party’s receipt of such notice; or (c) In the case of Santaris only, if Enzon or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the LNA Platform Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Santaris against Enzon). In the case of Enzon only, if Santaris or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the Enzon Pegylation Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Enzon against Santaris). (d) In the case of Santaris only and subject to Section 6.1(b), if Enzon fails to achieve the Development timelines set forth in the table in Section 6.1(a) in respect of any Enzon Target, Santaris may terminate this Agreement in respect of such Enzon Target.

Mutual Termination Rights. Either Party The Business Combination Agreement may terminate this Agreement, solely with respect be terminated and the transactions contemplated thereby may be abandoned at any time prior to the Selected LNA Compound Closing: • by written consent of THMA and Pear; • by either Pear or Product to which a material breach relatesTHMA, if: (a) The other Party is in material breach of this Agreement, and if the non-breaching Party delivers notice of such material breach to the other Party describing in detail the nature of such breach and its intent to terminate under this Section 10.3. If Enzon fails either to pay or to dispute in good faith any amounts alleged to be due and payable to Santaris hereunder within thirty (30) days after receiving written notice of such failure, Santaris may terminate this Agreement at the end of such thirty (30) day period. If the alleged breach Merger is not for nonpaymentconsummated by December 21, the allegedly breaching Party shall have ninety (90) days (2021 or, in respect the event that the registration statement of which this proxy statement/prospectus forms a part has not become effective by November 11, 2021 and all other conditions to the consummation of the Merger have been satisfied (other than (x) the Effective Registration Statement Condition, the THMA Stockholder Approval Condition, the Nasdaq Listing Condition, the Post-Combination Charter and Bylaws Condition and the Post-Combination Company Board Condition and (y) those conditions that by their nature are to be satisfied at the Closing), March 21, 2022; provided that the right to terminate the Business Combination Agreement as described in this bullet point will not be available to THMA or Pear if THMA’s or Pear’s, as applicable, breach of any breach that would also be of its covenants or obligations under the Business Combination Agreement has proximately caused the failure of a breach under a Third Party License, such shorter time period as may be permitted under such Third Party License) from receipt condition to the consummation of such notice to cure such breach (orthe Merger; • by either Pear or THMA, if such default cannot be cured within such ninety (90) day periodany governmental entity has issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the breaching Party must commence and diligently continue actions to cure such default during such ninety (90) day period). Any such termination shall become effective at consummation of the end of such ninety (90) day period unless the breaching Party has cured any such breach or default prior to the expiration of such ninety (90) day period (or, if such default is capable of being cured but cannot be cured within such ninety (90) day period, the breaching Party has commenced and diligently continued actions to cure such default provided always that, in such instance, such cure must have occurred within one hundred eighty (180) days after notice thereof was provided to the breaching Party transactions contemplated by the non-breaching Party to remedy Business Combination Agreement and such default); or (b) Either Party may terminate this Agreement in its entirety if the other Party is generally unable to meet its debts when due, or makes a general assignment for the benefit of its creditors, or there shall have been appointed a receiver, trustee or other custodian for such Party for or a substantial part of its assets, or any case or proceeding shall have been commenced order or other action taken has become final and nonappealable; provided, that the right to terminate the Business Combination Agreement as described in this paragraph will not be available to any party that has materially breached its obligations under the Business Combination Agreement in any manner that proximately contributed to such order becoming final and non-appealable; or • by either Pear or against such Party in bankruptcy THMA, if a special meeting of THMA’s stockholders has been held (including any adjournment or seeking the reorganization, liquidation, dissolution or winding-up of such Party or any other relief under any bankruptcy, insolvency, reorganization or other similar act or Lawpostponement thereof) and has concluded, and any such event shall THMA’s stockholders have continued for sixty (60) days undismissed, unstayed, unbonded duly voted on the Required Proposals and undischarged. In such circumstances, the other Party may, upon notice to such Party, terminate this Agreement, such termination to be effective upon such Party’s receipt of such notice; or (c) In the case of Santaris only, if Enzon or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any did not approve all of the LNA Platform Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Santaris against Enzon). In the case of Enzon only, if Santaris or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the Enzon Pegylation Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Enzon against Santaris)Required Proposals. (d) In the case of Santaris only and subject to Section 6.1(b), if Enzon fails to achieve the Development timelines set forth in the table in Section 6.1(a) in respect of any Enzon Target, Santaris may terminate this Agreement in respect of such Enzon Target.

Mutual Termination Rights. Either Party may terminate this Agreement, solely with respect to the Selected LNA Compound or Product to which a material breach relates, Agreement if: (a) The other Party is in material breach of this Agreement, and the non-breaching Party delivers notice of such material breach to the other Party describing in detail the nature of such breach and its intent to terminate under this Section 10.37.3. If In the event Enzon fails either to pay or to dispute in good faith any amounts alleged to be due and payable to Santaris NatImmune hereunder within thirty (30) 30 days after receiving written notice of such failure, Santaris NatImmune may terminate this Agreement at the end of such thirty (30) 30 day period. If In the event that the alleged breach is not for nonpayment, the allegedly breaching Party shall have ninety (90) days (or, in respect of any breach that would also be a breach under a Third Party License, such shorter time period as may be permitted under such Third Party License) from receipt of such notice to cure such breach (or, if such default cannot be cured within such ninety (90) day 90)-day period, the breaching Party must commence and diligently continue actions to cure such default during such ninety (90) day 90)-day period). Any such termination shall become effective at the end of such ninety (90) day 90)-day period unless the breaching Party has cured any such breach or default prior to the expiration of such ninety (90) day 90)-day period (or, if such default is capable of being cured but cannot be cured within such ninety (90) day 90)-day period, the breaching Party has commenced and diligently continued actions to cure such default provided always that, in such instance, such cure must have occurred within one hundred eighty (180) days after notice thereof was provided to the breaching Party by the non-breaching Party to remedy such default); or (b) Either Party may terminate this Agreement in its entirety if the The other Party is generally unable to meet its debts when due, or makes a general assignment for the benefit of its creditors, or there shall have been appointed a receiver, trustee or other custodian for such Party for or a substantial part of its assets, or any case or proceeding shall have been commenced or other action taken by or against such Party in bankruptcy or seeking the reorganization, liquidation, dissolution or winding-up of such Party or any other relief under any bankruptcy, insolvency, reorganization or other similar act or Law, and any such event shall have continued for sixty (60) days undismissed, unstayed, unbonded and undischarged. In such circumstances, the other Party may, upon notice to such Party, terminate this Agreement, such termination to be effective upon such Party’s receipt of such notice; or (c) In If a Party gives notice of termination under this Section 7.3 and the case other Party disputes whether such notice was proper, then the issue of Santaris onlywhether this Agreement has been terminated shall be resolved in accordance with Article 10 and each Party shall continue to perform its obligations hereunder pending the conclusion of such dispute resolution proceeding. If as a result of such dispute resolution process it is determined that the notice of termination was proper, if Enzon or any then such termination shall be effective immediately. If as a result of its Affiliates commences or otherwisesuch dispute resolution process, directly or indirectlyit is determined that the notice of termination was improper, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to then no termination shall have any of occurred and this Agreement shall remain in effect. During the LNA Platform Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Santaris against Enzon). In the case of Enzon only, if Santaris or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the Enzon Pegylation Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Enzon against Santaris). (d) In the case of Santaris only and subject to Section 6.1(b), if Enzon fails to achieve the Development timelines set forth in the table in Section 6.1(a) in respect period of any Enzon Target, Santaris may terminate such dispute resolution this Agreement shall remain in respect of such Enzon Targeteffect and each Party shall continue to perform its obligations hereunder.

Mutual Termination Rights. Either Party The Merger Agreement may terminate this Agreement, solely with respect be terminated and the transactions contemplated thereby abandoned at any time prior to Closing: • by written consent of Latch and XXXX; • by written notice from either Latch or TSIA to the Selected LNA Compound or Product other if the merger is not consummated by 5:00 p.m. (New York Time) on July 31, 2021 (the “Outside Date”); provided, that the right to which a material breach relates, if: (a) The other Party terminate under this paragraph will not be available to any party that is in material breach of this Agreement, and its obligations under the non-breaching Party delivers Merger Agreement in any manner that will have proximately contributed to the occurrence of the failure of a condition to the consummation of the Business Combination; • by written notice of such material breach from either Latch or TSIA to the other Party describing if TSIA stockholder approval has not been obtained at the TSIA stockholders meeting or ay any adjournment or postponement thereof taken in detail accordance with the nature Merger Agreement; or • by written notice from either Latch or TSIA to the other if the consummation of such breach and its intent the Business Combination is permanently restrained, enjoined or otherwise prohibited by the enactment, issuance, promulgation, enforcement or entry of the terms of a final, non-appealable governmental order or a statute, rule or regulation; provided, that the right to terminate under this Section 10.3paragraph will not be available to any party that is in material breach of its obligations under the Merger Agreement in any manner that will have proximately contributed to the enactment, issuance, promulgation, enforcement or entry of the terms of a final, non-appealable governmental order or a statute, rule or regulation; provided, further, that the governmental entity issuing such governmental order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby. If Enzon fails either to pay or to dispute in good faith any amounts alleged to be due and payable to Santaris hereunder within thirty (30) days after receiving written notice of such failure, Santaris may terminate this The Merger Agreement at the end of such thirty (30) day period. If the alleged breach is not for nonpayment, the allegedly breaching Party shall have ninety (90) days (or, in respect of any breach that would also be a breach under a Third Party License, such shorter time period as may be permitted under such Third Party License) from receipt of such notice to cure such breach (or, if such default cannot be cured within such ninety (90) day period, the breaching Party must commence and diligently continue actions to cure such default during such ninety (90) day period). Any such termination shall become effective terminated at the end of such ninety (90) day period unless the breaching Party has cured any such breach or default time prior to the expiration Closing, by written notice to TSIA from Latch if there is any breach of such ninety (90) day period (orany representation, if such default is capable of being cured but cannot be cured within such ninety (90) day periodwarranty, covenant or agreement on the breaching Party has commenced and diligently continued actions to cure such default provided always that, in such instance, such cure must have occurred within one hundred eighty (180) days after notice thereof was provided to the breaching Party by the non-breaching Party to remedy such default); or (b) Either Party may terminate this Agreement in its entirety if the other Party is generally unable to meet its debts when due, or makes a general assignment for the benefit of its creditors, or there shall have been appointed a receiver, trustee or other custodian for such Party for or a substantial part of its assets, or any case or proceeding shall have been commenced or other action taken by or against such Party in bankruptcy or seeking the reorganization, liquidation, dissolution or winding-up of such Party or any other relief under any bankruptcy, insolvency, reorganization or other similar act or Law, and any such event shall have continued for sixty (60) days undismissed, unstayed, unbonded and undischarged. In such circumstances, the other Party may, upon notice to such Party, terminate this Agreement, such termination to be effective upon such Party’s receipt of such notice; or (c) In the case of Santaris only, if Enzon or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the LNA Platform Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Santaris against Enzon). In the case of Enzon only, if Santaris or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the Enzon Pegylation Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Enzon against Santaris). (d) In the case of Santaris only and subject to Section 6.1(b), if Enzon fails to achieve the Development timelines TSIA set forth in the table Merger Agreement, such that the conditions described in Section 6.1(athe first four bullet points under the heading “—Conditions to the Business Combination—Conditions to Obligations of Latch” would not be satisfied at the Closing (a “terminating TSIA breach”), except that, if any such terminating TSIA breach is curable by TSIA, within the earlier of (i) a period of 30 days after receipt by TSIA of notice from Latch of such breach or (ii) three business days prior to the Outside Date (collectively, the “TSIA cure period”), such termination will not be effective, and such termination will become effective only if the terminating TSIA breach is not cured within the TSIA cure period; provided, however, that the right to terminate the Merger Agreement under this paragraph will not be available to Latch if Latch has breached in any material respect of any Enzon Target, Santaris may terminate this its obligations set forth in the Merger Agreement in respect any manner that will have proximately contributed to the occurrence of such Enzon Targetthe failure of a condition to the consummation of the Merger.

Mutual Termination Rights. Either Party may terminate this Agreement, solely with respect to the Selected LNA Compound or Product to which a material breach relates, Agreement if: (a) The It believes that the other Party is in material breach of this Agreement, and in which case the non-breaching Party delivers may deliver notice of such material breach to the other Party describing Party, such notice to describe in detail the nature of such breach and its intent to terminate under this Section 10.3breach. If Enzon fails either to pay or to dispute in good faith any amounts alleged to be due and payable to Santaris hereunder within thirty (30) days after receiving written notice of such failure, Santaris may terminate this Agreement at the end of such thirty (30) day period. If the alleged breach is not for nonpayment, the The allegedly breaching Party shall have ninety (90) days (or, in respect of any breach that would also be a breach under a Third Party License, such shorter time period as may be permitted under such Third Party License) from receipt of such notice to cure such breach (or, if such default cannot be cured within such ninety (90) -day period, the breaching Party must commence and diligently continue actions to cure such default during such ninety (90) -day period). Any such termination shall become effective at the end of such ninety (90) -day period unless the breaching Party has cured any such breach or default prior to the expiration of such ninety (90) -day period (or, if such default is capable of being cured but cannot be cured within such ninety (90) -day period, the breaching Party has commenced and diligently continued actions to cure such default provided always that, in such instance, such cure must have occurred within one hundred eighty (180) days after notice thereof was provided to the breaching Party by the non-breaching Party to remedy such default); or (b) Either Party may terminate this Agreement in its entirety if the The other Party is generally unable to meet its debts when due, or makes a general assignment for the benefit of its creditors, or there shall have been appointed a receiver, trustee or other custodian for such Party for or a substantial part of its assets, or any case or proceeding shall have been commenced or other action taken by or against such Party in bankruptcy or seeking the reorganization, liquidation, dissolution or winding-up of such Party or any other relief under any bankruptcy, insolvency, reorganization or other similar act or Lawlaw, and any such event shall have continued for sixty (60) days undismissed, unstayed, unbonded and undischarged. In such circumstances, the other Party may, upon notice to such Party, terminate this Agreement, such termination to be effective upon such Party’s receipt of such notice; or (c) In the case of Santaris onlyThe Effective Date has not occurred, if Enzon or for any of its Affiliates commences or otherwisereason, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the LNA Platform Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Santaris against Enzon). In the case of Enzon only, if Santaris or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the Enzon Pegylation Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Enzon against Santaris)[ * ]. (d) In the case If a Party gives notice of Santaris only termination under this Section 9.4, or if Rigel gives notice of termination under Section 9.3(a)(ii) and subject to Section 6.1(b9.3(a)(iii), if Enzon fails to achieve and the Development timelines set forth in other Party disputes whether such notice was proper, then the table in Section 6.1(a) in respect issue of any Enzon Target, Santaris may terminate whether this Agreement has been terminated shall be resolved in respect accordance with Article 12. If as a result of such Enzon Targetdispute resolution process it is determined that the notice of termination was proper, then such termination shall be deemed to have been effective thirty (30) days following the date of the notice of termination. If as a result of such dispute resolution process it is determined that the notice of termination was improper, then no termination shall have occurred and this Agreement shall remain in effect.

Mutual Termination Rights. Either Party may terminate this Agreement, solely with respect to the Selected LNA Compound or Product to which a material breach relates, Agreement if: (a) The it believes that the other Party is in material breach of this Agreement, and in which case the non-breaching Party delivers may deliver notice of such material breach to the other Party describing Party, such notice to describe in detail the nature of such breach and its intent to terminate under breach. For purposes of this Section 10.311.3(a), a material breach shall include a material inaccuracy in any representation or warranty contained herein. If Enzon fails either to pay or to dispute in good faith any amounts alleged to be due and payable to Santaris hereunder within thirty (30) days after receiving written notice of such failure, Santaris may terminate this Agreement at the end of such thirty (30) day period. If the alleged breach is not for nonpayment, the The allegedly breaching Party shall have ninety (90) days (or, in respect of any breach that would also be a breach under a Third Party License, such shorter time period as may be permitted under such Third Party License) from its receipt of such notice to cure such breach (or, if such default breach cannot be cured within such ninety (90) day 90)-day period, the breaching Party must commence and diligently continue actions to cure such default breach during such ninety (90) day 90)-day period). Any such termination shall become effective at the end of such ninety (90) day 90)-day period unless the breaching Party has cured any such breach or default prior to the expiration of such ninety (90) day 90)-day period (or, if such default breach is capable of being cured but cannot be cured within such ninety (90) day 90)-day period, the breaching Party has commenced and diligently continued actions to cure such default breach; provided always that, in any such instance, such cure must have occurred within one hundred eighty (180) days after notice thereof was provided to the breaching Party by the non-breaching Party to remedy such defaultbreach). Notwithstanding Incyte’s right of termination pursuant to this Section 11.3(a), Incyte acknowledges and agrees that it ***; or (b) Either Party may terminate this Agreement in its entirety if the other Party is generally unable to meet its debts when due, or makes a general assignment for the benefit of its creditors, or there shall have been appointed a receiver, trustee or other custodian for such Party for or a substantial part of its assets, or any case or proceeding shall have been commenced or other action taken by or against such Party in bankruptcy or seeking the reorganization, liquidation, dissolution or winding-up of such Party or any other relief under any bankruptcy, insolvency, reorganization or other similar act or Lawlaw, and any such event shall have continued for sixty (60) days undismissed, unstayed, unbonded and undischarged. In such circumstances, the other Party may, upon notice to such Party, terminate this Agreement, such termination to be effective upon such Party’s receipt of such notice; or (c) In the case of Santaris onlyEffective Date has not occurred on or prior to the date that is one hundred eighty (180) days after the Parties make their respective HSR filings, if Enzon or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the LNA Platform Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense with such termination becoming effective upon one Party’s receipt of a claim by Santaris against Enzon). In notice of termination from the case other Party at any time after the end of Enzon only, if Santaris or any of its Affiliates commences or otherwise, directly or indirectly, pursues such one hundred eighty (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the Enzon Pegylation Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Enzon against Santaris)180)-day period. (d) In if a Party gives notice of termination under this Section 11.3, and the case other Party disputes whether such notice was proper, then the issue of Santaris only whether or not this Agreement was properly terminated shall be resolved in accordance with Article 14, and subject the Agreement shall remain in full force and effect until such dispute is resolved. If as a result of such dispute resolution process it is determined that the notice of termination was proper, then such termination shall be deemed to Section 6.1(b)be effective on the date on which such dispute is resolved. On the other hand, if Enzon fails to achieve as a result of the Development timelines set forth in dispute resolution process it is determined that the table in Section 6.1(a) in respect notice of any Enzon Targettermination was improper, Santaris may terminate then no termination shall have occurred, this Agreement shall remain in respect full force and effect and Pfizer will pay to Incyte any Event Milestone Payment that became due during the termination notice period or during the term of such Enzon Targetthe dispute, together with interest in accordance with Section 8.9.

Mutual Termination Rights. Either Party may terminate this Agreement, solely with respect to the Selected LNA Compound or Product to which a material breach relates, Agreement if: (a) The other Party is in material breach of this Agreement, and the non-breaching Party delivers notice of such material breach to the other Party describing in detail the nature of such breach and its intent to terminate under this Section 10.37.3. If In the event Enzon fails either to pay or to dispute in good faith any amounts alleged to be due and payable to Santaris NatImmune hereunder within thirty (30) 30 days after receiving written notice of such failure, Santaris NatImmune may terminate this Agreement at the end of such thirty (30) 30 day period. If In the event that the alleged breach is not for nonpayment, the allegedly breaching Party shall have ninety (90) days (or, in respect of any breach that would also be a breach under a Third Party License, such shorter time period as may be permitted under such Third Party License) from receipt of such notice to cure such breach (or, if such default cannot be cured within such ninety (90) day 90)-day period, the breaching Party must commence and diligently continue actions to cure such default during such ninety (90) day 90)-day period). Any such termination shall become effective at the end of such ninety (90) day 90)-day period unless the breaching Party has cured any such breach or default prior to the expiration of such ninety (90) day 90)-day period (or, if such default is capable of being cured but cannot be cured within such ninety (90) day 90)-day period, the breaching Party has commenced and diligently continued actions to cure such default provided always that, in such instance, such cure must have occurred within one hundred eighty (180) days after notice thereof was provided to the breaching Party by the non-breaching Party to remedy such default); or (b) Either Party may terminate this Agreement in its entirety if the The other Party is generally unable to meet its debts when due, or makes a general assignment for the benefit of its creditors, or there shall have been appointed a receiver, trustee or other custodian for such Party for or a substantial part of its assets, or any case or proceeding shall have been commenced or other action taken by or against such Party in bankruptcy or seeking the reorganization, liquidation, dissolution or winding-up of such Party or any other relief under any bankruptcy, insolvency, reorganization or other similar act or Law, and any such event shall have continued for sixty (60) days undismissed, unstayed, unbonded and undischarged. In such circumstances, the other Party may, upon notice to such Party, terminate this Agreement, such termination to be effective upon such Party’s 's receipt of such notice; or (c) In If a Party gives notice of termination under this Section 7.3 and the case other Party disputes whether such notice was proper, then the issue of Santaris onlywhether this Agreement has been terminated shall be resolved in accordance with Article 10 and each Party shall continue to perform its obligations hereunder pending the conclusion of such dispute resolution proceeding. If as a result of such dispute resolution process it is determined that the notice of termination was proper, if Enzon or any then such termination shall be effective immediately. If as a result of its Affiliates commences or otherwisesuch dispute resolution process, directly or indirectlyit is determined that the notice of termination was improper, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to then no termination shall have any of occurred and this Agreement shall remain in effect. During the LNA Platform Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Santaris against Enzon). In the case of Enzon only, if Santaris or any of its Affiliates commences or otherwise, directly or indirectly, pursues (or voluntarily assists Third Parties to do so, other than as required by law or legal process) any proceeding seeking to have any of the Enzon Pegylation Patents or LNA Compound Patents revoked or declared invalid, unpatentable, or unenforceable (other than in defense of a claim by Enzon against Santaris). (d) In the case of Santaris only and subject to Section 6.1(b), if Enzon fails to achieve the Development timelines set forth in the table in Section 6.1(a) in respect period of any Enzon Target, Santaris may terminate such dispute resolution this Agreement shall remain in respect of such Enzon Targeteffect and each Party shall continue to perform its obligations hereunder.