Common use of Term and Early Termination Clause in Contracts

Term and Early Termination. 8.1 This Agreement shall be effective for a 20 year term (the “Term”) commencing from 4 January 2021 (the “Commencement Date”) , and shall be automatically renewed on the same terms and conditions set out herein, unless otherwise agreed in writing between the Parties, for further successive periods of 20 years, unless either Party gives prior written notice of non- renewal to the other Party 30 days in advance of the expiry of the Term. 8.2 This Agreement shall be immediately terminated by the Buyer by giving written notice to the Seller if any of the following circumstances shall occur:- (a) the Seller ceases or threatens to cease trading or enters into liquidation (voluntary or involuntary) or has a judicial manager, administrator, receiver or such similar officer appointed over any of its assets or has entered into any composition or arrangement for the benefit of creditors or becomes insolvent or fails to comply forthwith with any judgment made against it during the performance of this Agreement; (b) the Seller undergoes a change of control where it comes under the direct or indirect control of any third party entity , unless such change of control has been consented to in writing by the Buyer; (c) it is or it becomes unlawful for a Party to perform or comply with any one or more of its material obligations under this Agreement; or (d) the Seller is in breach of any term of this Agreement and such breach, if capable of remedy, is not remedied within thirty (30) days after receipt of notification thereof from the Buyer and neither a failure nor a delay on the part of the Buyer in sending a notice shall operate as a waiver thereof, nor shall it preclude the exercise of any right, power or privilege by the Buyer, without bearing any losses incurred by the Seller.

Term and Early Termination. 8.1 This (a) The term of this Agreement shall be effective for a 20 year term five (5) years, commencing on the Effective Date (“Term”) commencing from 4 January 2021 (the “Commencement Date”) , and shall be automatically renewed on the same terms and conditions set out herein), unless otherwise agreed earlier terminated in accordance with Paragraph 4(b), below, Either Company or Processor (referred herein as Party) shall provide six (6) months notice in writing between of its intent to terminate the Parties, for further successive periods of 20 years, unless either Party gives prior written notice of non- renewal to Agreement at the other Party 30 days in advance of the expiry end of the Term. In the event that neither Party makes such notification in writing of its intent to terminate the Agreement at the end of the Term, the Agreement shall continue in full force and effect on a year to year basis thereafter, terminable by either party on six (6) months prior written notice. 8.2 (b) This Agreement shall may be immediately terminated by either Party at any time during the Buyer by giving written notice to term hereof upon the Seller if occurrence of any of the following circumstances shall occur:-events (collectively. “Events of Default”): (ai) the Seller ceases The other Party becomes insolvent, is adjudicated a bankrupt, seeks relief under any local, Federal or threatens to cease trading state bankruptcy laws or enters into liquidation (voluntary or involuntary) or Companies Act, has a judicial manager, administrator, receiver or such similar officer appointed over any of for its assets or has entered into any composition or arrangement makes an assignment for the benefit of its creditors or becomes insolvent or and such is not dismissed and/or discharged within sixty (60) days after written notice thereof from the affected Party: (ii) the other Party fails to comply forthwith with perform any judgment made against it during the performance of this Agreement; (b) the Seller undergoes a change of control where it comes under the direct or indirect control of any third party entity , unless such change of control has been consented to in writing by the Buyer; (c) it is or it becomes unlawful for a Party to perform or comply with any one or more of its material obligations under this Agreement; or (d) the Seller is in breach of any term of this Agreement , and fails to remedy such breach, if capable of remedy, is not remedied failure within thirty (30) days after receipt of notification written notice thereof from the Buyer affected Party, or, if such default cannot be reasonably cured within thirty (30) days, commence to remedy such failure within such 30-day period and neither diligently pursue the same until corrected; (iii) if the other Party sells all or substantially all of its assets or stock to a failure nor third party unless the purchaser of such assets or stock is a delay financially sound person or entity as reasonably determined by Company and such purchaser assumes in writing the relative obligations under this Agreement; (iv) the dissolution of either Party; (v) if any of the unforeseeable incidents described in Paragraph 17 below occurs and continues for a period of ninety (90) days after written notice thereof from the affected Party. Upon the occurrence of an Events of Default, the Party electing to terminate this Agreement will give written notice of its election to the other Party and such termination will become effective on the part of date specified in such notice. Any such termination by an electing Party will be without prejudice to any rights or remedies the Buyer electing Party may have, at law or in sending a notice shall operate as a waiver thereof, nor shall it preclude the exercise of any right, power equity. or privilege by the Buyer, without bearing any losses incurred by the Sellerunder this Agreement.

Term and Early Termination. 8.1 This Unless sooner terminated as herein provided, this Agreement shall be effective for a 20 year term continue in full force and effect commencing with the Effective Date and continuing until fifteen (15) years thereafter or until the “Term”) commencing from 4 January 2021 (the “Commencement Date”) , and shall be automatically renewed on the same terms and conditions set out herein, unless otherwise agreed in writing between the Parties, for further successive periods of 20 years, unless either Party gives prior written notice of non- renewal to the other Party 30 days in advance expiration of the expiry of the Termlast-to-expire patent in TS Patent Rights, whichever shall later occur. 8.2 This Agreement shall be immediately terminated by the Buyer by giving written notice to the Seller if any of the following circumstances shall occur:- (a) Either party may terminate this Agreement and the Seller ceases or threatens to cease trading or enters into liquidation (voluntary or involuntary) or has a judicial manager, administrator, receiver or such similar officer appointed over license herein granted upon the breach of any of its assets or has entered into any composition or arrangement for the benefit terms herein contained by either party upon sixty (60) days written notice; provided that if during said sixty (60) days the party so notified cures the breach complained of creditors or becomes insolvent or fails to comply forthwith with any judgment made against it during the performance of then this Agreement;Agreement shall continue in full force and effect. (b) the Seller undergoes a change If breach occurs because of control where it comes nonpayment of fees or royalties required under the direct or indirect control of any third party entity Part 6 hereof, unless such change of control has been consented to in writing by the Buyer; (c) it is or it becomes unlawful for a Party to perform or comply with any one or more of its material obligations under this Agreement; or (d) the Seller is in breach of any term of this Agreement and such breach, if capable of remedy, is not remedied within will automatically terminate without notice thirty (30) days after receipt of notification thereof from thereafter unless payment in full plus a two percent (2%) late payment charge is received by TerraSphere in the Buyer and neither a failure nor a delay on interim. (c) In the part event this Agreement shall be terminated by TerraSphere as provided in Parts 8.2(a) or (b) hereof, UAC shall promptly make an accounting to TerraSphere of the Buyer inventory of Licensed Product which it has in sending process or on hand as of the date of such termination. UAC, its agents or distributors shall then have the right, for a notice period of three (3) months after said termination, to sell such inventory provided that the Net Sales thereof shall operate be subject to the royalty rates set forth herein and so payable to TerraSphere. (d) In the event that further lawful performance of this Agreement or any part hereof by either party shall be rendered impossible by or as a waiver thereof, nor shall it preclude the exercise consequence of any rightlaw, power regulation, order, rule, direction, priority, seizure, allocation, requisition, or privilege any other official action by the Buyerany department, without bearing bureau, board, administration or other instrumentality or agency or any losses incurred government or political subdivision thereof having jurisdiction over such party, such party shall not be considered in default hereunder by the Sellerreason of any failure to perform occasioned thereby.

Term and Early Termination. 8.1 This 10.1 Unless sooner terminated as herein provided, this Agreement shall be effective for a 20 year term (continue in full force and effect commencing with the “Term”) commencing from 4 January 2021 (the “Commencement Date”) , and shall be automatically renewed on the same terms and conditions set out herein, unless otherwise agreed in writing between the Parties, for further successive periods of 20 years, unless either Party gives prior written notice of non- renewal to the other Party 30 days in advance of the expiry of the Term. 8.2 This Agreement shall be immediately terminated by the Buyer by giving written notice to the Seller if any of the following circumstances shall occur:- (a) the Seller ceases or threatens to cease trading or enters into liquidation (voluntary or involuntary) or has a judicial manager, administrator, receiver or such similar officer appointed over any of its assets or has entered into any composition or arrangement for the benefit of creditors or becomes insolvent or fails to comply forthwith with any judgment made against it during the performance of this Agreement; (b) the Seller undergoes a change of control where it comes under the direct or indirect control of any third party entity , unless such change of control has been consented to in writing by the Buyer; (c) it is or it becomes unlawful for a Party to perform or comply with any one or more of its material obligations under this Agreement; or (d) the Seller is in breach of any term Effective date of this Agreement and continuing until [**] years from the first sale of Product by MPI, its Affiliates or sublicensee or until the expiration of the last-to-expire patent in LICR Patent Rights, whichever shall later occur. 10.2 Either party may terminate this Agreement and the license herein granted upon the breach of any of the terms herein contained by either party upon sixty (60) days written notice; provided that if during said sixty (60) days the party so notified cures the breach complained of then this Agreement shall continue in full force and effect. 10.3 In the event this Agreement shall be terminated as provided in Part 10.2, MPI shall promptly make an accounting to LICR of the inventory of Product which it and its Affiliates and sublicensees have on hand as of the date of such termination. MPI, its Affiliates and sublicensees shall then have the right, for a period of [**] after said termination, to sell such inventory provided that the Net Sales thereof shall be subject to the royalty rates set forth above and so payable to LICR. 10.4 In the event that further lawful performance of this Agreement or any part hereof by either party shall be rendered impossible by or as a consequence of any law, regulation, order, rule, direction, priority, seizure, allocation, requisition, or any other official action by any department, bureau, board, administration or other instrumentality or agency or any government or political subdivision thereof having jurisdiction over such party, such party shall not be considered in default hereunder by reason of any failure to perform occasioned thereby. __________________ ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. Part 11 - General Provisions ---------------------------- 11.1 Except as required by law, and, in the case of LICR, except as may be required in order to maintain its status as an exempt organization under Sec. 501(c)(3) of the U.S. Internal Revenue Code and regulations thereunder, neither LICR nor MPI shall originate any publicity, news release, or other public announcement, written or oral, whether to the public press, to stockholders, or otherwise, relating to this Agreement to any amendment thereto or to performance hereunder or the existence of an arrangement between the parties without the prior written approval of the other party. MPI shall not use the name of the Xxxxxx Institute for Cancer Research (or any variant thereof) or any related organization in any advertising, packaging (except for customary technical references) or other promotional material in connection with the sale of Product pursuant to this Agreement. 11.2 MPI acknowledges that it has certain duties and obligations under Part 379 of the Export Administration Regulations of the U.S. Department of Commerce (as presently promulgated or hereafter modified or amended) concerning the export and reexport of technical data. MPI will be solely responsible for any breach of such Regulations by MPI, its Affiliates or sublicensees and will defend and hold LICR harmless in the event of a suit or action involving LICR occasioned by any such breach, if capable of remedy, . 11.3 Neither party shall unreasonably withhold its consent or agreement when such consent or agreement is not remedied within thirty (30) days after receipt of notification thereof from required hereunder or is requested in good faith by the Buyer and neither a failure nor a delay on other party hereunder. 11.4 This Agreement is unassignable by either party except with the part prior written consent of the Buyer other and except that it may be assigned without consent to a corporate successor of MPI or LICR or to a person or corporation acquiring all or substantially all of the business and assets of the division or divisions of MPI involved in sending the development and sale of Product. Notwithstanding the foregoing LICR may assign its rights hereunder to a corporate affiliate, division or successor and MPI may assign its rights hereunder to an Affiliate which may be substituted directly for MPI hereunder. __________________ ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. 11.5 Notice hereunder shall be deemed sufficient if given by telefax and registered mail, postage prepaid, and addressed to the party to receive such notice at the address given herein, or such other address as may hereinafter be designated by notice in writing. All such notices shall operate be considered as a waiver thereofgiven when telefaxed and mailed as aforesaid: To LICR: Xxxxxx Institute for Cancer Research 000 Xxxxx Xxxxxx Xxx Xxxx, nor shall it preclude the exercise of any right, power or privilege by the Buyer, without bearing any losses incurred by the Seller.Xxx Xxxx 00000 Facsimile No. (000) 000-0000

Term and Early Termination. 8.1 This 11.1 Unless sooner terminated as herein provided, this Agreement shall be effective for a 20 year term (continue in full force and effect commencing with the “Term”) commencing from 4 January 2021 (the “Commencement Date”) , and shall be automatically renewed on the same terms and conditions set out herein, unless otherwise agreed in writing between the Parties, for further successive periods of 20 years, unless either Party gives prior written notice of non- renewal to the other Party 30 days in advance of the expiry of the Term. 8.2 This Agreement shall be immediately terminated by the Buyer by giving written notice to the Seller if any of the following circumstances shall occur:- (a) the Seller ceases or threatens to cease trading or enters into liquidation (voluntary or involuntary) or has a judicial manager, administrator, receiver or such similar officer appointed over any of its assets or has entered into any composition or arrangement for the benefit of creditors or becomes insolvent or fails to comply forthwith with any judgment made against it during the performance of this Agreement; (b) the Seller undergoes a change of control where it comes under the direct or indirect control of any third party entity , unless such change of control has been consented to in writing by the Buyer; (c) it is or it becomes unlawful for a Party to perform or comply with any one or more of its material obligations under this Agreement; or (d) the Seller is in breach of any term Effective date of this Agreement and such breachcontinuing until ten (10) years from the first sale of Product by MPI, if capable its Affiliates or sublicensee or until the expiration of remedythe last-to-expire patent in LICR Patent Rights, is not remedied within thirty whichever shall later occur. 11.2 Either party may terminate this Agreement and the license herein granted upon the breach of any of the terms herein contained by either party upon sixty (3060) days after receipt written notice; provided that if during said sixty (60) days the party so notified cures the breach complained of notification thereof from then this Agreement shall continue in full force and effect. 11.3 In the Buyer and neither a failure nor a delay on the part event this Agreement shall be terminated as provided in Part 10.2, MPI shall promptly make an accounting to LICR of the Buyer in sending inventory of Product which it and its Affiliates and sublicensees have on hand as of the date of such termination. MPI, its Affiliates and sublicensees shall then have the right, for a notice period of six (6) months after said termination, to sell such inventory provided that the Net Sales thereof shall operate be subject to the royalty rates set forth above and so payable to LICR. 11.4 In the event that further lawful performance of this Agreement or any part hereof by either party shall be rendered impossible by or as a waiver thereof, nor shall it preclude the exercise consequence of any rightlaw, power regulation, order, rule, direction, priority, seizure, allocation, requisition, or privilege any other official action by the Buyerany department, without bearing bureau, board, administration or other instrumentality or agency or any losses incurred government or political subdivision thereof having jurisdiction over such party, such party shall not be considered in default hereunder by the Sellerreason of any failure to perform occasioned thereby.